PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT /CT/
497, 1997-07-15
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                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY


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

                         VARIABLE LIFE INSURANCE POLICY

                                   PROSPECTUS

   
                                  July 15, 1997




    This Prospectus describes a Variable Life Insurance Policy (the "Policy"),
offered by Phoenix Home Life Mutual Insurance Company ("Phoenix"). An applicant
chooses the amount of Issue Premium desired and, within a range, the Target Face
Amount. Under limited circumstances, the Policyowner may choose to pay
additional premiums. Because the Policyowner may pay additional premiums only
under certain limited circumstances, Policy loans, surrenders or decreases in
death benefits may have certain tax consequences. UNDER MOST CIRCUMSTANCES, THE
POLICY WILL BE CONSIDERED TO BE A MODIFIED ENDOWMENT CONTRACT; ACCORDINGLY,
LOANS AND FULL AND PARTIAL SURRENDERS RECEIVED UNDER THE POLICY MAY BE SUBJECT
TO TAX AND/OR PENALTIES WITH RESPECT TO INCOME EARNED IN EXCESS OF PREMIUMS
PAID. SEE "FEDERAL TAX CONSIDERATIONS." Generally, the minimum Issue Premium
Phoenix will accept is $10,000. Phoenix may in some cases accept less than that
amount.
    

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

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

    During the first Policy Month, the death benefit under the Policy equals the
Target Face Amount designated by the applicant. Thereafter, the death benefit
may vary up or down based upon Cash Value and other factors.

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

    It may not be advantageous to purchase a Policy as a replacement for your
current life insurance or to supplement an existing life insurance policy.

   
    This Prospectus is valid only if accompanied by or preceded by current
prospectuses for the Funds. This Prospectus and the prospectuses for the Funds
should be read and retained for future reference.
    

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




                                        1

<PAGE>

                                TABLE OF CONTENTS


Heading                                                   Page
- --------------------------------------------------------------
VARIABLE LIFE INSURANCE POLICY............................   1
TABLE OF CONTENTS.........................................   2
SPECIAL TERMS.............................................   3
SUMMARY ..................................................   3
PERFORMANCE HISTORY.......................................   5
PHOENIX AND THE VUL ACCOUNT ..............................   7
   Phoenix................................................   7
   The VUL Account .......................................   7
   The GIA ...............................................   7
THE POLICY ...............................................   7
   Introduction ..........................................   7
   Eligible Purchasers ...................................   7
   Premium Payment .......................................   7
   Allocation of Issue Premium............................   8
   Right to Cancel Period.................................   8
   Temporary Insurance Coverage...........................   8
   Transfer of Policy Value...............................   8
   Determination of Subaccount Values.....................   9
   Death Benefit..........................................  10
   Surrenders.............................................  11
   Policy Loans...........................................  11
   Lapse..................................................  11
   
INVESTMENTS OF THE VUL ACCOUNT............................  12
   Participating Mutual Funds.............................  12
   Investment Advisers to The Phoenix Edge Series Fund....  13
   Investment Adviser to the  Wanger Advisors Trust.......  13
   Services of the Advisers...............................  13
   Reinvestment and Redemption............................  13
   Substitution of Investments............................  13
CHARGES AND DEDUCTIONS....................................  14
   Monthly Deduction......................................  14
   Cost of Insurance......................................  14
   Mortality and Expense Risk Charge......................  15
   Investment Management Charge...........................  15
   Other Charges..........................................  15
GENERAL PROVISIONS........................................  15
   Postponement of Payments...............................  15
   The Contract...........................................  16
   Suicide................................................  16
   Incontestability.......................................  16
   Change of Owner or Beneficiary.........................  16
   Assignment.............................................  16
   Misstatement of Age or Sex.............................  16
   Surplus................................................  16
    
PAYMENT OF PROCEEDS.......................................  16
   Surrender and Death Benefit Proceeds...................  16
   Payment Options........................................  16
FEDERAL TAX CONSIDERATIONS................................  17
   Introduction...........................................  17
   Phoenix's Tax Status...................................  17
   Policy Benefits........................................  17
   Business-Owned Policies................................  18
   Penalty Tax............................................  18
   Material Change Rules..................................  18
   Serial Purchase of Modified Endowment Contracts........  18
   Limitations on Unreasonable Mortality and
     Expense Charges......................................  18
   Qualified Plans........................................  18
   Diversification Standards..............................  18
   Change of Ownership or Insured or Assignment...........  19
   Other Taxes............................................  19
VOTING RIGHTS.............................................  19
   The Funds..............................................  19
   Phoenix................................................  19
   
THE DIRECTORS AND EXECUTIVE OFFICERS OF PHOENIX             20
SAFEKEEPING OF THE VUL ACCOUNT'S ASSETS ..................  21
SALES OF POLICIES ........................................  21
STATE REGULATION .........................................  21
REPORTS ..................................................  21
LEGAL PROCEEDINGS ........................................  21
LEGAL MATTERS ............................................  21
REGISTRATION STATEMENT ...................................  21
FINANCIAL STATEMENTS .....................................  21
APPENDIX A ...............................................  67
APPENDIX B................................................  68


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


The Policy is not available in all States.




                                        2

<PAGE>

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

ACQUISITION EXPENSE (ACQUISITION EXPENSE ALLOWANCE): The amount set forth on the
Schedule Pages of a Policy. It equals the aggregate of the sales load, issue
administration charge and premium taxes assessed under the Policy. The
Acquisition Expense (also referred to as Acquisition Expense Allowance) is
deducted from the Issue Premium and recredited to Policy Value. A pro rata
portion of the Acquisition Expense is deducted from Policy Value monthly during
the first 10 Policy Years. Upon Policy lapse or full surrender, any unpaid
Acquisition Expense is paid.

ADDITIONAL NET PREMIUM: Additional premium reduced by the Premium Tax Charge
and, for additional premiums received during a grace period, by the amount
needed to cover any monthly deductions made during the grace period.

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

CASH VALUE: The Policy Value less the balance of any unpaid Acquisition Expense
Allowance.

DEATH BENEFIT ADJUSTMENT RATES: Rates used to calculate the variable death
benefit under a Policy as set forth in a table in the Schedule Pages of the
Policy.

FUND(S): The Phoenix Edge Series Fund and Wanger Advisors Trust.

GENERAL ACCOUNT: The general asset account of Phoenix.

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

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

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

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

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

LOAN ACCOUNT: An account within the General Account to which amounts are
transferred for Policy loans.

MATURITY DATE: The anniversary of the Policy nearest the Insured's 95th
birthday, if the Insured is living.

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

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

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

POLICY ANNIVERSARY: Each anniversary of the Policy Date.

POLICY DATE: The Policy Date as shown on the Schedule Page of the Policy.

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

   
POLICYOWNER (OWNER): The Owner of a Policy.
    

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

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

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

   
SERIES: A separate investment portfolio of the Fund.
    

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

SURRENDER VALUE: The Cash Value less any indebtedness under the Policy.

TARGET FACE AMOUNT: The Target Face Amount as shown in the Schedule Pages of a
Policy or as later changed in accordance with the Partial Surrender Provision of
a Policy.

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

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

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

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

VULA: Variable and Universal Life Administration Division of Phoenix.

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

                                        3

<PAGE>

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

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

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

3.  WHAT IS THE DEATH BENEFIT UNDER THE POLICY?
    The Policy provides for the payment of benefits upon the death of
the Insured. Upon application for a Policy, an applicant designates, within
limits set by Phoenix, an Issue Premium and amount of the initial Target Face
Amount. During the first Policy Month, the death benefit under the Policy equals
the Target Face Amount. Thereafter, the death benefit is equal to a variable
death benefit.

    The variable death benefit in any Policy Month is equal to the Death Benefit
Adjustment Rate for that month, multiplied by the Policy's Cash Value on the
Monthly Calculation Day during that Policy Month (determined without regard to
the monthly deduction on that day). The Death Benefit Adjustment Rates are set
forth in the Schedule Pages of the Policy.

    A Minimum Face Amount Rider is optionally available to applicants. It may be
obtained as part of the Policy by electing the rider in the application for the
Policy. The Minimum Face Amount is the amount designated in the application for
a Policy, or as later changed by any partial surrenders. The Minimum Face Amount
may not exceed the Target Face Amount. For Policies that include the rider, the
death benefit during the first Policy Month equals the Target Face Amount.
Thereafter, the death benefit equals the variable death benefit, or the Minimum
Face Amount if higher. See "Death Benefit."

4.  MAY A POLICYOWNER PAY ADDITIONAL PREMIUMS?
    Yes, if there has been a decrease in the variable death benefit, or
if the Policy would otherwise lapse, and within certain other limits imposed by
Phoenix. Payment of additional premiums generally will have the same effect on
the Policy's variable death benefit as would an increase in Policy Value because
of favorable investment performance in an amount equal to the Additional Net
Premium applied to the Subaccounts. See "Premium Payment" and "Lapse."


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

6.  WHAT CHARGES ARE THERE IN CONNECTION WITH THE POLICY?
    MONTHLY DEDUCTION. Once each month, an amount is deducted from the Policy
Value (excluding the value of the Loan Account) equal to the monthly cost of
insurance charge. Additionally, each month during the first 10 Policy Years, a
deduction is made equal to the monthly pro rata share of the balance of any
unrepaid Acquisition Expense. The Acquisition Expense is equal to 6.5% of the
Issue Premium plus the percentage necessary to cover the applicable state
premium taxes. See "Charges and Deductions."

    OTHER CHARGES. A charge equal to the lesser of $25 or 2% of the partial
surrender amount paid is deducted from the Policy Value for each partial
surrender.

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

    Phoenix charges each Subaccount of the VUL Account the daily equivalent of
0.50% on an annual basis of the current value of the Subaccount's net assets for
its assumption of certain mortality and expense risks incurred in connection
with the Policy.

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

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

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

8.  HOW ARE PREMIUMS ALLOCATED?
    If the applicant elects the Temporary Money Market Allocation Amendment in
the application, Phoenix will allocate the entire Issue

                                        4

<PAGE>

Premium to the Money Market Subaccount of the VUL Account. Phoenix requires this
election for all applicants in certain states and for applicants in certain
states who indicate on their application that they intend the Policy to replace
existing insurance. At the expiration of the Right to Cancel Period for such
Policyowners, the Policy Value will be allocated among the Subaccounts of the
VUL Account or to the GIA in accordance with the Policyowner's allocation
instructions in the application for insurance. All other Policyowners will have
their Issue Premium allocated on the Policy Date according to the instruction in
the application without first having the premium placed in the Money Market
Subaccount. The Policy Value may be allocated among the Subaccounts of the VUL
Account or to the GIA.

9.  AFTER THE INITIAL ALLOCATION, MAY I CHANGE THE ALLOCATION OF
    POLICY VALUE?
   
    Yes. A Policyowner may transfer amounts among the Subaccounts of the VUL
Account or the GIA. Only one transfer per Policy Year is permitted from the GIA.
The amount of that transfer is limited to the higher of $1,000 or 25% of the
value of the Policy in the GIA. While Phoenix reserves the right to limit the
number of transfers permitted in any Policy Year, the Policyowner always will be
permitted at least six transfers per Policy Year. Also, Phoenix reserves the
right to set a minimum transfer amount, not to exceed $500, for each transfer. A
transfer is effective as of the day appropriate Written Request for such
transfer is received at VPMO. A systematic transfer program also is available.
See "Transfer of Policy Value."

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

11. WHAT IS THE POLICY'S LOAN PRIVILEGE?
    During the first three Policy Years, a Policyowner may obtain Policy loans
in an amount up to 75% of the Cash Value. Thereafter, loans may be obtained up
to 90% of the Cash Value. The interest rate on a loan is at an effective annual
rate of 8.00%, compounded daily and payable on each Policy Anniversary in
arrears. The requested loan amount is transferred from the VUL Account or the
GIA to a Loan Account within Phoenix's General Account and is credited with
interest at an effective annual rate of 7.25% per year compounded daily. Phoenix
may impose a minimum loan amount, not to exceed $500. However, any such minimum
loan amount will not apply to loans, the proceeds of which are used to pay
premiums on another Policy issued by Phoenix. See "The Policy--Policy Loans."
The proceeds of Policy loans may be subject to federal income tax because the
Policy generally will be considered to be a modified endowment contract as
discussed above. See "Federal Tax Considerations."

12. WHAT OPTIONAL INSURANCE BENEFITS ARE THERE UNDER THE POLICY?
    Optional insurance benefits offered under the Policy include a
Minimum Face Amount Rider. See "Minimum Face Amount Rider."

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

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

    Yield calculations of the Money Market Subaccount used for illustration
purposes are based on the consideration of a hypothetical participant's account
having a balance of exactly one Unit at the beginning of a seven-day period,
which period will end on the date of the most recent financial statements. The
yield for the Subaccount during this seven-day period will be the change in the
value of the hypothetical participant's account's original Unit. The following
is an example of this yield calculation for the Money Market Subaccount based on
a seven-day period ending December 31, 1996.

                                        5

<PAGE>

Assumptions:
   
Value of hypothetical pre-existing account with exactly one            
   Unit at the beginning of the period:...........   1.663983
Value of the same account (excluding capital changes) at the
   end of the seven-day period:...................   1.665406 
    
Calculation:
   Ending account value...........................   1.665406
   Less beginning account value...................   1.663983
   Net change in account value....................   0.001423
Base period return:
   (adjusted change/beginning account value)......   0.000855
Current yield = return x (365/7) =................      4.46%
Effective yield = [(1 + return)365/7] -1 =........      4.56%

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

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

    When a Subaccount advertises its total return, it usually will be calculated
for one year, five years and ten years or since inception if the Subaccount has
not been in existence for at least ten years. Total return is measured by
comparing the value of a hypothetical $10,000 investment in the Subaccount at
the beginning of the relevant period to the value of the investment at the end
of the period, assuming the reinvestment of all distributions at net asset value
and the deduction of all applicable Policy charges except for the cost of
insurance (which varies by Insured) and premium taxes (which vary by state) at
the beginning of the relevant period.
    

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

    Below are quotations of standardized average annual total return calculated
as described above.

                           AVERAGE ANNUAL TOTAL RETURN
                          FOR THE PERIOD ENDED 12/31/96
                          -----------------------------

   
                    COMMENCE-                       10    LIFE OF
SUBACCOUNT          MENT DATE  1 YEAR   5 YEARS    YEARS   FUND
- ----------          ---------  ------   -------    -----   ----
Multi-Sector.....    1/1/83     4.59%    8.84%     8.51%   9.93%
Balanced.........    5/1/92     2.86%      N/A       N/A   8.13%
Allocation......    9/17/84     1.45%    7.32%    10.13%  11.43%
Growth...........    1/1/83     4.74%   12.47%    14.71%  17.20%
International....    5/1/90    10.38%    7.44%       N/A   6.89%
Money Market.....   10/10/82   (2.29%)   2.29%     4.58%   5.46%
Real Estate......    5/1/95    23.98%      N/A       N/A  25.19%
Theme............    1/29/96      N/A      N/A       N/A   2.74%
Asia.............    9/17/96      N/A      N/A       N/A  (6.49%)
U.S. Small Cap...    5/1/95    36.58%      N/A       N/A  31.87%
Int'l. Small Cap.    5/1/95    22.99%      N/A       N/A  34.98%
    

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

          MULTI-              ALLO-              INTER-    MONEY
YEAR      SECTOR   BALANCED  CATION    GROWTH   NATIONAL  MARKET
- ----      ------   --------  ------    ------   --------  ------
1983....    5.47%      N/A      N/A    32.22%       N/A    7.79%
1984....   10.78%      N/A   (1.21%)   10.11%       N/A    9.67%
1985....   20.00%      N/A   26.69%    34.24%       N/A    7.49%
1986....   18.69%      N/A   15.10%    19.86%       N/A    5.98%
1987....    0.60%      N/A   12.16%     6.48%       N/A    5.97%
1988....    9.89%      N/A    1.83%     3.39%       N/A    6.90%
1989....    7.70%      N/A   19.27%    35.39%       N/A    8.65%
1990....    4.67%      N/A    5.22%     3.55%     (8.74%)  7.67%
1991....   18.97%      N/A   28.64%    42.00%     19.07%   5.45%
1992....    9.52%    8.44%   10.10%     9.75%    (13.26%)  3.06%
1993....   15.33%    8.06%   10.46%    19.09%     37.72%   2.35%
1994....   (5.93%)  (3.32%) (1.89%)     0.96%     (0.44%)  3.31%
1995....   22.91%   22.72%   17.61%    30.23%      9.04%   5.16%
1996....   11.86%   10.01%    8.50%    12.02%     18.06%   4.50%
                                                        
           REAL                              U.S.       INT'L.
YEAR      ESTATE     THEME      ASIA       SMALL CAP   SMALL CAP
- ----      ------     -----      ----       ---------   ---------
1995....  17.42%       N/A        N/A        16.24%     34.23%
1996....  32.60%     9.89%      0.01%        46.08%     31.54%
       *Sales Charges have not been deducted from the Annual Total Return.

   
    A Subaccount's performance may be compared to that of the Consumer Price
Index or various unmanaged equity or bond indices such as the Dow Jones
Industrial Average, the Standard & Poor's 500 Composite Stock Price Index ("S&P
500") and the Europe Australia Far East Index ("EAFE"), and also may be compared
to the performance of other variable life accounts as reported by services such
as Lipper Analytical Services, Inc. ("Lipper"), CDA Investment Technologies,
Inc. ("CDA") and Morningstar, Inc. or in other various publications. Lipper and
CDA are widely recognized independent rating/ranking services. A Subaccount's
performance also may be compared to that of other investment or savings
vehicles.

    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 
S&P 500, Dow Jones Industrial Average, First Boston High Yield Index and Solomon
Brothers Corporate and Government Bond Indices.

    The Funds may, from time to time, include in advertisements containing total
return the ranking of those performance figures relative to such figures for
groups of Subaccounts having similar investment objectives as categorized by
ranking services such as Lipper, CDA, Weisenberger Financial Services, Inc.,
Morningstar, Inc. and Tillinghast. Additionally, the Funds may compare a Series'
performance results to other investment or savings vehicles (such as
certificates of deposit) and may refer to results published in various
publications such as Changing Times, Forbes, Fortune, Money, Barron, Business
Week, Investor's Daily, The Stanger Register, Stanger's Investment Adviser, The
Wall Street Journal, The New York 
    

                                        6

<PAGE>

   
Times, Consumer Reports, Registered Representative, Financial Planning,
Financial Services Weekly, Financial World, U.S. News and World Report, Standard
& Poor's, The Outlook and Personal Investor. The Funds may, from time to time,
illustrate the benefits of tax deferral by comparing taxable investments to
investments made through tax-deferred retirement plans. The total return also
may be used to compare the performance of a Series against certain widely
acknowledged outside standards or indices for stock and bond market performance,
such as the S&P 500, Dow Jones Industrial Average, EAFE, Consumer Price Index,
Shearson Lehman Corporate Index and Shearson Lehman T-Bond Index. The S&P 500 is
a commonly quoted market value-weighted and unmanaged index showing the changes
in the aggregate market value of 500 common stocks relative to the base period
1941-43. 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 on the NYSE.
    

    The Fund's Annual Report, available upon request and without charge,
contains a discussion of the performance of the Funds and a comparison of that
performance to a securities market index.

PHOENIX AND THE VUL ACCOUNT
- --------------------------------------------------------------------------------
PHOENIX
   
    Phoenix is a mutual life insurance company originally chartered in
Connecticut in 1851 and redomiciled to New York in 1992. Its Executive Office is
at One American Row, Hartford, Connecticut 06115 and its main administrative
office is at 100 Bright Meadow Boulevard, Enfield, Connecticut 06083-1900. Its
New York principal office is at 99 Troy Road, East Greenbush, New York 12061.
Phoenix is the nation's 14th largest mutual life insurance company and has
admitted assets of approximately $15.5 billion. Phoenix sells insurance policies
and annuity contracts through its own field force of full time agents and
through brokers. Its operations are conducted in all 50 states, the District of
Columbia, Canada and Puerto Rico.
    

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

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

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

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

THE GIA
    The GIA is not part of the VUL Account. It is accounted for as part of the
General Account. Phoenix reserves the right to limit cumulative deposits,
including transfers, to the 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. Interest on the GIA will be credited at an effective annual
rate of not less than 4%.

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

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

ELIGIBLE PURCHASERS
    Any person up to the age of 75 is eligible to be insured under a newly
purchased Policy after providing acceptable evidence of insurability. A person
can purchase a Policy to insure the life of another person provided that the
Policyowner has an insurable interest in the life of the Insured, and the
Insured consents.

PREMIUM PAYMENT
    The minimum Issue Premium for a Policy is $10,000. After the first Policy
Year, the Policyowner may pay, within certain limits, additional premiums if the
variable death benefit on the first day of the Policy Year is less than the
highest variable death benefit during the 

                                        7

<PAGE>

previous Policy Year and less than the current Target Face Amount. Additional
premiums may be paid only during the first sixty days of a Policy Year.

    The maximum amount of an additional premium payment (when permitted) is the
lesser of (i) A minus B or (ii) C, where:

    A =   The premium payment which would have increased the variable death
          benefit at the beginning of the current Policy Year to the highest
          variable death benefit during the previous Policy Year.

    B =   The amount of any reduction in Cash Value due to partial surrenders
          made during the previous Policy Year.

    C =   The premium payment which would have increased the variable death
          benefit at the beginning of the current Policy Year to the current
          Target Face Amount.

    Example: Assume that a male age 45, nonsmoker, pays an initial premium
    of $10,000 and has a Target Face Amount of $28,236. Assume also a net
    investment rate of return of 9% for the first Policy Year and a net
    investment rate of return of 0% for the second and third Policy Years.
    At the beginning of the third Policy Year, this Policyowner would have
    a variable death benefit of $28,952. This variable death benefit is
    less than the highest death benefit in the previous year, which would
    have been $29,772. However, since $28,952 is higher than the initial
    Target Face Amount of $28,236, this Policyowner would not be permitted
    to pay an additional premium.

    At the beginning of the fourth Policy Year, the Policyowner would have
    a variable death benefit of $27,940. This variable death benefit is
    less than the highest death benefit in the previous year, which would
    have been $28,952. This death benefit also is less than the initial
    Target Face Amount of $28,236, and therefore this Policyowner would be
    permitted to pay an additional premium. The premium necessary to
    increase the death benefit to $28,236 (the initial Target Face Amount)
    is $105.66 for this Policyowner. Phoenix also may agree to allow this
    Policyowner to pay a higher premium amount.

   
    The Policyowner may wish to pay this additional premium to maintain his
    originally targeted level of death benefit protection despite adverse
    market experience. In addition, some Policyowners may view depressed
    market values as an opportunity to buy additional Units at the
    depressed value in anticipation of future market improvement.
    

    Additional premium payments are reduced by any applicable state premium tax
based on the Policyowner's last known address on record at VULA. See "Monthly
Deduction--Acquisition Expense." Also, a further deduction is made from
additional premiums when paid during a grace period. See "Lapse."

    The additional premiums less applicable deductions are called Additional Net
Premium and are applied to Policy Value based on the then current premium
allocation schedule.

    The payment of additional premiums will have an effect on the Policy's
variable death benefit. See "Death Benefit--Additional Premiums and Partial
Surrenders: Effect on Death Benefit."

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

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

    Phoenix reserves the right to disapprove an application for processing
within seven days of receipt at Phoenix of the completed application for
insurance, in which event Phoenix will return the premium paid. Even after
approval of the application for processing, Phoenix reserves the right to
decline issuance of the Policy, in which event Phoenix will refund the applicant
the same amount as would have been refunded under the Policy had it been issued
but returned for refund during the Right to Cancel Period.

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

TRANSFER OF POLICY VALUE
    A Policyowner may transfer all or a portion of Policy Value among
Subaccounts or the GIA by Written Request or by telephone request. However, for
Policies issued with the Temporary Money Market Allocation Amendment, transfers
may not be made until the Right to Cancel Period expires.

                                        8

<PAGE>

   
    A Policyowner may request transfers among available Subaccounts or the GIA 
In Writing or by calling (800) 892-4885, between the hours of 8:30 a.m. and
4:00 p.m. Eastern Time. Unless the Policyowner elects In Writing not to
authorize telephone transfers, telephone transfer orders also will be accepted
on behalf of the Policyowner from his or her registered representative. Phoenix
and Phoenix Equity Planning Corporation ("PEPCO") will employ reasonable
procedures to confirm that telephone instructions are genuine. They will require
address verification, identical account registrations and will record telephone
instructions on tape. All telephone exchanges will be confirmed In Writing to
the Policyowners. To the extent that procedures reasonably designed to prevent
unauthorized transfers are not followed, Phoenix and PEPCO may be liable for
following telephone instructions for transfers that prove to be fraudulent.
However, the Policyowner would bear the risk of loss resulting from instructions
entered by an unauthorized third party that Phoenix and PEPCO reasonably believe
to be genuine. The telephone transfer privilege may be modified or terminated at
any time, and during times of extreme market volatility, it may be difficult to
exercise. In such cases, the Policyowner should submit a Written Request.

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

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

    All transfers under the Systematic Transfer Program will be executed on the
basis of the respective value of each Subaccount as of the first of the month
rather than on the basis of the respective values next determined after receipt
of the transfer request. If the first of the month falls on a holiday or
weekend, then the transfer will be processed on the next succeeding business
day.

    Unless Phoenix agrees otherwise or the Systematic Transfer Program has been
elected, a Policyowner may make only one transfer per Policy Year from the GIA.
Transfers will be effectuated on the date the transfer request was received at
VPMO, unless made pursuant to the Systematic Transfer Program as noted above.
For non-systematic transfers, the amount that may be transferred from the GIA at
any one time cannot exceed the greater of $1,000 or 25% of the Policy Value in
the GIA at the time of transfer. THERE ARE ADDITIONAL RESTRICTIONS ON TRANSFERS
FROM THE GIA AS DESCRIBED ABOVE AND IN APPENDIX A.

    Phoenix reserves the right to limit the number of transfers made during a
Policy Year. However, Policyowners will be permitted at least six transfers per
Policy Year. Also, Phoenix reserves the right to set a minimum transfer amount
not to exceed $500. A non-systematic transfer will take effect on the date the
request is received at VPMO.

    Phoenix reserves the right to limit the number of Subaccounts you may elect
to a total of 18 at any one time and/or over the life of the Policy unless
required to be less to comply with changes in federal and/or state regulation,
including tax, securities and insurance law. As of the date of this Prospectus,
this limitation has no effect because fewer Subaccounts are offered.

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

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

    (b)   All amounts transferred, to the Policy's share in the value of that
          Subaccount from another Subaccount or from the Loan Account during the
          current Valuation Period; plus

    (c)   All Additional Net Premiums allocated to that Subaccount
          during the current Valuation Period; minus

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

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

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

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

    (a)   is the result of:

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

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

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

                                        9

<PAGE>

    (b)   the net asset value of the Fund shares held by that Subaccount
          determined as of the end of the immediately preceding Valuation
          Period.

    (c)   is a factor, equal to the sum of 0.50% on an annual basis held by that
          Subaccount, representing the Mortality and Expense Risk Charge
          deducted from that Subaccount during the Valuation Period.

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

DEATH BENEFIT
    GENERAL
    In the application for insurance, an applicant designates an amount as the
Policy's initial Target Face Amount. During the first Policy Month, the death
benefit equals this Target Face Amount. After the first Policy Month the death
benefit is equal to the variable death benefit.

    During any Policy Month after the first, the variable death benefit under
the Policy is equal to:

    (i)   the Cash Value on the last preceding Monthly Calculation
          Day, multiplied by

    (ii)  the applicable Death Benefit Adjustment Rate (as defined below) on the
          last preceding Monthly Calculation Day.

   
    The Death Benefit Adjustment Rates assume an interest rate ranging from 4%
to 5%. The assumed interest rate used to calculate the Death Benefit
Adjustment Rates under a particular Policy depends on the Policy's Initial
Premium and its Target Face Amount. In the event the net investment rate of
return (gross investment return net of mortality and expense risk charge and
investment management fee) applied to the Policy Value exceeds the assumed
interest rate used to calculate the Death Benefit Adjustment Rates, the variable
death benefit under the Policy will be greater than its Target Face Amount.
Conversely, if the net investment rate of return applied to the Policy Value is
less than the assumed interest rate, then the variable death benefit will be
less than the Target Face Amount. Finally, if the net investment rate of return
applied to the Policy Value equals the assumed interest rate, then the variable
death benefit will approximately equal the Target Face Amount.
    

    EXAMPLE: Death Benefit Adjustment Rates which assume a 4% interest rate
    apply to a male age 45 nonsmoker who pays an initial premium of $25,000 and
    has a Target Face Amount of $70,591. Five years after the Issue Date of this
    Policy, the following variable death benefits would apply for the specified
    net rates of return:

    --assuming a 5% net investment rate of return:     $75,144

    --assuming a 4% net investment rate of return:     $71,514

    --and assuming a 3% net investment rate of return:  $68,019

   
    EXAMPLE: A male age 45, nonsmoker, pays an initial premium of $10,000. For
    this initial premium, this Policyowner can choose an initial Target Face
    Amount ranging from $28,236 to $35,980. This range of Target Face Amount
    represents Death Benefit Adjustment Rates which assume interest rates
    ranging from 4% to 5% and a 2% state premium tax. Generally, selection of
    the highest Target Face Amount available for a given premium will result in
    the highest death benefit adjustment rate, variable death benefit and
    resulting cost of insurance charges. Conversely, selection of the lower
    Target Face Amount available for a given premium will result in the lowest
    death benefit adjustment rate, variable death benefit and resulting cost of
    insurance charges.

    Assuming that this Policyowner selects an initial Target Face Amount of
    $35,980, and that the net rate of return achieved is 5% per year, this
    Policyowner will have a variable death benefit of $36,826 and Cash Value
    of $36,826 when he reaches age 95. The variable death benefit and Cash
    Value are slightly larger than the initial Target Face Amount due to the
    fact that the Acquisition Expense is deducted and then re-credited to the
    Policyowner and taken out in monthly installments over the first ten Policy
    Years. While a portion of this Acquisition Expense Allowance remains in the
    Policy Value, it also is earning a net rate of return.
    

    ADDITIONAL PREMIUMS AND PARTIAL SURRENDERS: EFFECT ON DEATH
    BENEFIT
   
    Additional premium payments are permitted under certain circumstances. See
"The Policy--Premium Payment." Such a payment does not result in an immediate
increase in the variable death benefit. However, on the next Monthly Calculation
Day the variable death benefit will be larger as a consequence of the larger
Cash Value.
    

    A partial surrender decreases the Target Face Amount and the Minimum Face
Amount (if provided by appropriate rider). The Target Face Amount and Minimum
Face Amount are reduced by a fraction equal to the result of dividing the
partial surrender amount paid plus the partial surrender fee by the Cash Value
(determined without regard to the partial surrender). Moreover, the death
benefit under a Policy is reduced on the next Monthly Calculation Day due to the
reduced Cash Value. A partial surrender or decrease in the death benefit may
have certain tax consequences. See "Federal Tax Considerations."

    In addition, if the Insured dies during any Policy Month in which additional
premium had been paid, the death proceeds paid will equal the death benefit for
that month plus the additional premium paid, minus any premium paid during a
grace period necessary to keep the Policy in effect.

    MINIMUM FACE AMOUNT RIDER
    An applicant in the application for a Policy may elect to have a Minimum
Face Amount Rider issued in connection with the Policy. If this Rider is
elected, the applicant designates in the application an amount to be the Minimum
Face Amount. The amount designated as the Minimum Face Amount cannot exceed the
Policy's Target Face Amount.

    The death benefit under a Policy issued with the Minimum Face Amount Rider
equals the Target Face Amount during the first Policy Month. Thereafter, the
Policy's death benefit equals the higher of (i) the variable death benefit or
(ii) the Minimum Face Amount.

    Under the Minimum Face Amount Rider, when the death benefit is calculated
with reference to the Minimum Face Amount, the death benefit under the Policy
may be greater than it otherwise would have been had the Rider not been issued.
Accordingly, when the Minimum Face Amount is used to calculate the death
benefit, there is a greater "net amount at risk" under the Policy and,
therefore, a larger amount

                                       10

<PAGE>

is deducted from Policy Value to pay for cost of insurance than would be
deducted under an identical Policy without the Rider.

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

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

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

    PARTIAL SURRENDERS
    For a partial surrender, the amount paid plus the partial surrender fee will
be deducted from the Policy Value at the end of the Valuation Period during
which the request is received. The Policy Value will be reduced by the partial
surrender amount paid, the partial surrender fee (see "Charges and
Deductions--Other Charges"), and a portion of any unrepaid Acquisition Expense.

    The portion of any unrepaid Acquisition Expense paid in connection with a
partial surrender is equal to the result of dividing the partial surrender
amount paid plus the partial surrender fee by the Cash Value (determined without
regard to the partial surrender). The reduction in Policy Value caused by
partial surrenders is deducted from the Subaccounts of the VUL Account based on
the allocation schedule for monthly deductions, unless the Policyowner directs
otherwise. Cash Value is reduced to equal the resulting Policy Value less the
balance of any remaining unpaid Acquisition Expense Allowance.

    Partial surrenders will decrease the Target Face Amount and the Minimum Face
Amount (if provided by rider), as well as the variable death benefit. See "Death
Benefit--Additional Premiums and Partial Surrenders: Effect on Death Benefit"
and "Federal Tax Considerations."

    In the future, Phoenix may set a minimum partial surrender amount not to
exceed $500. Also, partial surrenders will be permitted only if the death
benefit under the Policy after the requested partial surrender would equal or
exceed the minimum death benefit amount set by Phoenix from time to time.
Furthermore, partial surrenders will not be allowed if the Surrender Value of
the Policy after the requested partial surrender would equal zero or less.

    POLICY LOANS
    During the first three Policy Years, the Policyowner may borrow under the
Policy an amount up to 75% of the Cash Value. Thereafter, Policyowners may
borrow an amount not exceeding 90% of the Cash Value. The requested loan amount
is transferred to the Loan Account from the Subaccounts of the VUL Account or
the GIA based on the allocation schedule for monthly deductions, unless the
Policyowner requests a different allocation in the loan request. The debt under
the Policy and the balance of the Loan Account is increased by the amount of the
Policy loan.

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

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

    The loan debt will bear interest at an effective annual rate of 8.00%,
compounded daily and payable in arrears. The Loan Account Value is credited with
interest at an effective annual rate of 7.25%, compounded daily and payable in
arrears. At the end of each Policy Year, the difference between any unpaid
interest on the debt and the interest earned on the Loan Account Value will be
offset by a transfer from the Policyowner's Subaccount or GIA values to the
value of the Policyowner's Loan Account.

    A Policy loan, whether or not repaid, has a permanent effect on the Cash
Value because the investment results of the Subaccounts or the GIA will apply
only to the amount remaining in the Subaccounts or 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 GIA earn more than 7.25% per
annum, which is the annual interest rate for funds held in the Loan Account,
Cash Value does not increase as rapidly as it would have had no loan been made.
If the Subaccounts or the GIA earn less than 7.25% per annum, Cash Value is
greater than it would have been had no loan been made. A Policy loan, whether or
not repaid, also has an effect on the Policy's variable death benefit due to any
resulting differences in Cash Value. While the loan is outstanding, any payment
on the loan will be treated as a repayment (not subject to the premium tax).

    The Policyowner may repay part or all of the debt at any time. If the value
of the Loan Account on the Payment Date of the debt repayment is greater than
the reduced remaining debt, then the value of the Loan Account will be reduced
to equal the remaining debt. On the Payment Date, the share of Policy Value in
the Subaccounts or the GIA is increased based on the allocation requested upon
repayment. The amount of the increase equals the amount of reduction in value of
the Loan Account. If no allocation request is made, the allocation will be based
on the then current premium allocation schedule.

LAPSE
   
    Unlike conventional fixed benefit 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. Lapse
will only occur where the Surrender Value is insufficient to cover the monthly
deduction, and a grace period expires without payment of the additional amount
required. If the Surrender Value is insufficient to cover the monthly deduction,
the Policyowner must pay during the grace period the amount needed to increase
the Surrender Value to equal three times the required monthly deduction. See
"Charges and Deductions."
    

                                       11

<PAGE>

    If on any Monthly Calculation Day the Surrender Value is insufficient to
cover the monthly deduction, Phoenix will notify the Policyowner of the
additional payment required. The Policyowner will then have a grace period of 61
days, measured from the date notice is sent to the Policyowner, to pay the
additional amount. Failure to pay the additional amount within the grace period
will result in lapse of the Policy. If a premium payment for the additional
amount is received by Phoenix during the grace period, any Additional Net
Premium will be allocated among the Subaccounts of the VUL Account or the GIA in
accordance with the then current premium allocation schedule. In determining the
Additional Net Premium to be applied to the Subaccounts or the GIA, Phoenix will
deduct the premium tax and the amount needed to cover any monthly deductions
made during the grace period. If the Insured dies during the grace period, the
death benefit will equal the amount of the death benefit immediately prior to
the commencement of the grace period.

INVESTMENTS OF THE VUL ACCOUNT
- --------------------------------------------------------------------------------
PARTICIPATING MUTUAL FUNDS
THE PHOENIX EDGE SERIES FUND
    Certain Subaccounts of the VUL Account invest in corresponding Series of The
Phoenix Edge Series Fund, a Massachusetts business trust. The available Series
and their fundamental objectives are as follows:

        MONEY MARKET SERIES: The investment objective of the Money Market Series
    is to provide maximum current income consistent with capital preservation
    and liquidity.

        GROWTH SERIES: The investment objective of the Growth Series is to
    achieve intermediate and long-term growth of capital, with income as a
    secondary consideration.

   
        MULTI-SECTOR FIXED INCOME ("MULTI-SECTOR") SERIES: The investment
    objective of the Multi-Sector Series is to seek long-term total return by
    investing in a diversified portfolio of high yield (high risk) and high
    quality fixed income securities. For a discussion of the risks associated
    with investing in high yield bonds, please see the accompanying Fund
    prospectus.
    

        STRATEGIC ALLOCATION ("ALLOCATION") SERIES (FORMERLY THE "TOTAL RETURN"
    SERIES): The investment objective of the Allocation Series is 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 (total rate of return
    consists of capital appreciation, current income, including dividends and
    interest, possible premiums and short-term gains from purchasing and selling
    options and financial futures).

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

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

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

        STRATEGIC THEME ("THEME") SERIES: The investment objective of the
    Strategic Theme Series is to seek long-term appreciation of capital through
    investing in securities of companies that the adviser believes are
    particularly well positioned to benefit from cultural, demographic,
    regulatory, social or technological changes worldwide.

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

   
        RESEARCH ENHANCED INDEX ("ENHANCED INDEX") SERIES: The investment
    objective of the Enhanced Index Series is to seek high total return by
    investing in a broadly diversified portfolio of equity securities of large
    and medium capitalization companies within market sectors reflected in the
    S&P 500. It is intended that the Series will invest 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.
    

WANGER ADVISORS TRUST
    Certain Subaccounts of the VUL Account invest in corresponding Series of the
Wanger Advisors Trust. The available Series and their fundamental objectives are
as follows:

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

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

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

    Shares of the Funds may be sold to other separate accounts of Phoenix or its
affiliates or of other insurance companies funding variable annuity or variable
life insurance contracts. It is conceivable that in the future it may be
disadvantageous for variable life insurance separate accounts and variable
annuity separate accounts to invest in the Funds simultaneously. Although
neither Phoenix nor the Funds

                                       12

<PAGE>

   
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 thereto. Material
conflicts could result from, for example, (1) changes in state insurance laws,
(2) changes in federal income tax laws, (3) changes in the investment management
of any portfolio of the Funds or (4) differences in voting instructions between
those given by variable life insurance policyowners and those given by variable
annuity contract owners. Phoenix will, at its own expense, remedy such material
conflict including, if necessary, segregating the assets underlying the variable
life insurance policies and the variable annuity contracts and establishing a
new registered investment company.
    

INVESTMENT ADVISERS TO THE PHOENIX EDGE SERIES FUND
    The Phoenix Edge Series Fund's investment advisers are Phoenix Investment
Counsel, Inc. ("PIC"), Phoenix Realty Securities, Inc. ("PRS") and
Phoenix-Aberdeen International Advisors, LLC ("PAIA") (the "Advisers"), which
are located at 56 and 38 Prospect Street, respectively, Hartford, Connecticut
06115.

   
    PIC was originally organized in 1932 as John P. Chase, Inc. In addition to
the Fund, it serves as investment adviser to the Phoenix Series Fund, Phoenix
Strategic Allocation Fund, Inc., Phoenix Strategic Equity Series Fund (all
Series other than Equity Opportunities Series), Phoenix Duff & Phelps
Institutional Mutual Funds (all portfolios other than the Real Estate Equity
Securities Portfolio) and Phoenix Multi-Portfolio Fund and as subadviser to
Phoenix Strategic Equity Series Fund (all Series other than Equity Opportunities
Series), and as subadviser to Chubb America Fund, Inc. and Sun America Series
Trust. PIC also serves as subadviser to the Asia Series.

    All of the outstanding stock of PIC is owned by PEPCO, a subsidiary of
Phoenix Duff & Phelps Corporation ("PD&P"). Phoenix owns a controlling interest
in PD&P. PEPCO also performs bookkeeping, pricing and administrative services
for the Fund. PEPCO is registered as a broker-dealer in 50 states. The executive
offices of Phoenix are located at One American Row, Hartford, Connecticut 06115,
the executive offices of PD&P are located at 56 Prospect Street, Hartford,
Connecticut 06115 and the principal offices of PEPCO are located at 100 Bright
Meadow Boulevard, P.O. Box 2200, Enfield, Connecticut 06083-2200.

    J.P. Morgan Investment Management, Inc. ("J.P. Morgan") a wholly-owned
subsidiary of J.P. Morgan & Co., Incorporated, serves as subadviser to the
Enhanced Index Series. J.P. Morgan's principal place of business is located at
522 Fifth Avenue, New York, New York 10036. J.P. Morgan presently serves as an
investment manager for corporate, public and union employee benefit funds,
foundation, endowments, insurance companies, government agencies and the
accounts of other institutional investors. J.P. Morgan was founded in 1984 and
as of March 31, 1997 had approximately $184 billion in assets under management.

    PRS was formed in 1994 as an indirect subsidiary of Phoenix. In addition to
the Fund, it serves as investment adviser to the Real Estate Portfolio of the
Phoenix Multi-Portfolio Fund, the Real Estate Equity Securities Portfolio of The
Phoenix Duff & Phelps Institutional Mutual Funds and to the American Phoenix
Investment Portfolio. As of December 31, 1996, PRS had $1.4 billion in assets
under management.
    

    PAIA, a Delaware limited liability company formed in 1996 and jointly owned
and managed by PM Holdings, Inc., is a direct subsidiary of Phoenix and Aberdeen
Fund Managers, Inc., a wholly-owned subsidiary of Aberdeen Asset Management plc.
Aberdeen Fund Managers, Inc. has its principal offices located at 1 Financial
Plaza, Suite 2210, NationsBank Tower, Fort Lauderdale, Florida 33394. While many
of the officers and directors of PAIA have extensive experience as investment
professionals, due to its recent formation, PAIA has no prior operating history.
Aberdeen Fund Managers also serves as subadviser to the Asia Series.

   
    Aberdeen Asset Management was founded in 1983 and through subsidiaries
operating from offices in Aberdeen, Scotland; London, England; Singapore; and
Fort Lauderdale, Florida, provides investment management services to unit and
investment trusts, segregated pension funds and other institutional and private
portfolios. As of February 28, 1997, Aberdeen Asset Management, and its advisory
subsidiaries, had approximately $4.8 billion in assets under management.
    

    ABKB/LaSalle Securities Limited Partnership ("ABKB"), a subsidiary of
LaSalle Partners, serves as subadviser to the Real Estate Series. ABKB's
principal place of business is located at 100 East Pratt Street, Baltimore,
Maryland 21202. ABKB has been a registered investment adviser since 1979.

INVESTMENT ADVISER TO THE WANGER ADVISORS TRUST
    The investment adviser to the Wanger Advisors Trust is Wanger Asset
Management, L.P. Wanger's principal place of business is located at 227 West
Monroe Street, Suite 3000, Chicago, Illinois 60606.

   
SERVICES OF THE ADVISERS
    The Advisers furnish continuously 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 more detailed
discussion of the Advisers and the Investment Advisory Agreements is contained
in the accompanying prospectus for the Funds.
    

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

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

                                       13

<PAGE>

warrant, and will be made available under existing Policies to the extent and 
on a basis to be determined by Phoenix.

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

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

MONTHLY DEDUCTION
    GENERAL
    A charge is deducted monthly from the Policy Value under a Policy ("monthly
deduction") during the first ten Policy Years, to repay the Acquisition Expense
Allowance (as described below). A charge also is deducted monthly to compensate
Phoenix for the cost of insurance. The monthly deduction is deducted on each
Monthly Calculation Day. It is allocated among the Subaccounts of the VUL
Account and the GIA based on the allocation schedule for monthly deductions
specified by the applicant in the application for a Policy or as later changed
by the Policyowner. Because portions of the monthly deduction, such as the cost
of insurance, can vary from month to month, the monthly deduction itself may
vary in amount from month to month.

    ACQUISITION EXPENSE (ACQUISITION EXPENSE ALLOWANCE)
    The Acquisition Expense Allowance equals the sales charge, issue
administration charge and premium taxes deducted from the Issue Premium and
recredited by Phoenix as part of the allocation of the Issue Premium to the
Policy Value on the Date of Issue. A monthly pro rata share of the allowance is
repaid to Phoenix as part of the monthly deduction during the first 10 Policy
Years. Any unpaid balance is fully repaid to Phoenix upon Policy lapse or full
surrender.

    The Acquisition Expense Allowance consists of the following elements:

    1. SALES CHARGE. A sales charge of 5.5% of the Issue Premium paid is
assessed to compensate Phoenix for distribution expenses incurred in connection
with the Policy. These expenses include agent sales commissions, the cost of
printing prospectuses and sales literature, and any advertising costs. The
sales charge in any Policy is not necessarily related to actual distribution
expenses incurred in the year the Policy is issued.

   
    2. ISSUE ADMINISTRATION CHARGE. A cost-based issue administration charge of
1% of the Issue Premium paid is assessed to compensate Phoenix for
underwriting and start-up expenses in connection with issuing a Policy.
    

    3. PREMIUM TAXES. Various states and subdivisions impose a tax on premiums
received by insurance companies. Premium taxes vary from state to state. The
assessment made for each premium paid is based on the state where the
Policyowner resides according to Phoenix's records at the time of the payment.
The assessment represents an amount Phoenix considers necessary to pay all
premium taxes imposed by such states and any subdivisions thereof. Currently,
the taxes imposed by states on premiums range from 0.75% to 4% of premiums
paid. Moreover, certain municipalities in Louisiana, Kentucky and South
Carolina also impose taxes on premiums paid, in addition to the state taxes
imposed by these states.

   
    By deducting these charges in monthly installments instead of deducting them
all at once from the Issue Premium, more funds are available for investment
during the first ten Policy Years. As a result, if the Net Investment Factor is
positive, the Policyowner will enjoy greater increases in Cash Value, but if the
Net Investment Factor is negative, the Policyowner will experience greater
decreases in Cash Value.
    

    Additional premiums are not subject to an Acquisition Expense Allowance (a
sales or issue administration charge). However, prior to allocation of
Additional Net Premiums among the Subaccounts of the VUL Account or the GIA,
additional premiums paid will be reduced by the premium tax charge and, for
additional premiums paid during a grace period, by the amount needed to cover
any monthly deductions made during the grace period.

    Phoenix may reduce the sales charge or issue administration charge component
of the Acquisition Expense Allowance for Policies issued under group or
sponsored arrangements. Generally, sales and administrative costs per Policy
vary with the size of the group or sponsored arrangement, its stability as
indicated by its term of existence and certain characteristics of its members,
the purposes for which the Policies are purchased and other factors. The amounts
of any reductions will be considered on a case-by-case basis and will reflect
the reduced sales or administration costs expected as a result of sales to a
particular group or sponsored arrangement.

COST OF INSURANCE
    Because the cost of insurance depends upon a number of variables, this
charge can vary from month to month. The cost of insurance charge is equal to
the applicable cost of insurance rate divided by 1,000 multiplied by the "net
amount at risk" for each Policy Month. The net amount at risk for a Policy Month
is (a) the death benefit on the Monthly Calculation Day, less (b) the Cash Value
on such day.

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

                                       14

<PAGE>

   
the same insurance age, sex and risk class whose Policies have been In Force
for the same length of time.

    The risk class of an Insured may affect the cost of insurance rate. Phoenix
currently places Insureds into a standard risk class or risk classes involving a
higher mortality risk. In an otherwise identical Policy, Insureds in the
standard risk class will have a lower cost of insurance than those in the risk
class with the higher mortality risk. The standard risk class also is divided
into two categories: smokers and nonsmokers. Nonsmoking Insureds will generally
incur a lower cost of insurance than similarly situated Insureds who smoke.
    

MORTALITY AND EXPENSE RISK CHARGE
    Phoenix will deduct a daily charge from the VUL Account at an annual rate of
0.50% of the average daily net assets of the VUL Account to compensate for
certain risks assumed in connection with the Policy. This charge is not deducted
from the GIA.

    The mortality risk assumed by Phoenix is that Insureds may live for a
shorter time than projected because of inaccuracies in that projecting process
and, accordingly, that an aggregate amount of death benefits greater than that
projected will be payable.

    The expense risk assumed is that expenses incurred in issuing the Policies
may exceed the limits on administrative charges set in the Policies. If the
expenses do not increase to an amount in excess of the limits, Phoenix may
profit from this charge. Phoenix also assumes risks with respect to other
contingencies including the incidence of Policy loans, which may cause Phoenix
to incur greater costs than anticipated when it designed the Policies. To the
extent Phoenix profits from this charge, it may use those profits for any proper
purpose, including the payment of sales expenses or any other expenses that may
exceed income in a given year.

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 as summarized in
the table below:

                        PHOENIX INVESTMENT COUNSEL, INC.
                        --------------------------------

   
                                                      RATE FOR
                     RATE FOR FIRST RATE FOR NEXT   EXCESS OVER
SERIES               $250,000,000   $250,000,000   $500,000,000
- ------               ------------   ------------   ------------
Money Market .......     .40%           .35%           .30%
Multi-Sector .......     .50%           .45%           .40%
Balanced ...........     .55%           .50%           .45%
Allocation .........     .60%           .55%           .50%
Growth .............     .70%           .65%           .60%
International ......     .75%           .70%           .65%
Theme ..............     .75%           .70%           .65%
Enhanced Index......     .45%           .45%           .45%
    

                  PHOENIX-ABERDEEN INTERNATIONAL ADVISORS, LLC
                  --------------------------------------------

SERIES
- ------
Asia ...............     1.00%

                  PHOENIX REALTY SECURITIES, INC.
                  -------------------------------

                                                       RATE FOR
                     RATE FOR FIRST  RATE FOR NEXT   EXCESS OVER
SERIES               $1,000,000,000 $1,000,000,000  $2,000,000,000
- ------               -------------- --------------  --------------
Real Estate ........      .75%           .70%            .65%

                          WANGER ASSET MANAGEMENT, L.P.
                          -----------------------------

                                                      RATE FOR
                     RATE FOR FIRST  RATE FOR NEXT   EXCESS OVER
SERIES                $100,000,000   $150,000,000   $250,000,000
- ------                ------------   ------------   ------------
U.S. Small Cap......      1.00%          .95%           .90%
International Small            
Cap.................      1.30%         1.20%          1.10%

   
    In addition, each Series pays a portion or all of its operating expenses
other than the management fees: the Enhanced Index Series will pay up to .10%;
the Growth, Multi-Sector, Allocation, Money Market and Balanced Series will pay
up to .15%; the Real Estate, Theme and Asia Series will pay up to .25%; the
International Series will pay up to .40%; the U.S. Small Cap Series will pay up
to .50%; and the International Small Cap Series will pay up to .60% of its 
average net assets annually. Any amounts in excess are reimbursed by the Adviser
for the Series or Phoenix. The total operating expenses as a percentage of the
average net assets of each of the foregoing Series (excluding the Enhanced Index
Series), as of December 31, 1996, would have been: .72%, .65%, .70%, .55%, .68%,
1.00%, 1.00%, 1.25%, 1.04%, 1.21% and 1.79%, respectively. Absent expense
reimbursement, total fund operating expenses were .67%, 1.43%, 1.28% and 2.87%
for Multi-Sector, Real Estate, Theme and Asia Series, respectively. Management
may decide to limit the amount of expense reimbursement in the future.
    


OTHER CHARGES
    PARTIAL SURRENDER FEE
    A fee equal to the lesser of $25 or 2% of the partial surrender amount paid
is deducted from the Policy Value upon a partial surrender of the Policy. A
fraction of the balance of any unpaid Acquisition Expense also is deducted from
the Policy Value upon a partial surrender. The fraction is equal to the result
of dividing the partial surrender amount paid plus the partial surrender fee by
the Cash Value (determined without regard to the partial surrender).

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

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

                                       15

<PAGE>

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

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

SUICIDE
    If the Insured commits suicide within two years after the Policy's Date of
Issue, Phoenix will pay only the Cash Value, plus the Acquisition Expense, plus
any mortality and expense risk charges, monthly deductions and investment
management charges, less any outstanding indebtedness.

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

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

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

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

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

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

PAYMENT OF PROCEEDS
- --------------------------------------------------------------------------------
SURRENDER AND DEATH BENEFIT PROCEEDS
    Proceeds of full or partial surrenders and the death benefit proceeds
usually will be paid in one lump sum within seven days after Phoenix receives
the request for surrender and due proof of death, unless another payment option
has been elected. Payment of the death benefit proceeds, however, may be delayed
if the claim for payment of the death benefit proceeds needs to be investigated;
e.g., to ensure payment of the proper amount to the proper payee. Any such delay
will not be beyond that reasonably necessary to investigate such claims
consistent with insurance practices customary in the life insurance industry.

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

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

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

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

PAYMENT OPTIONS
    All or part of the surrender or death benefit proceeds of a Policy may be
applied under one or more of the following payment options (except for Option 7
which is not available for death benefit proceeds), or such other payment
options as Phoenix may choose to make available in the future.

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

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

   
    OPTION 3--PAYMENT FOR A SPECIFIC PERIOD. Equal income installments are paid
for a specified period of years. 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. Upon death of the named payee, the remaining payments
will continue to the contingent Beneficiary as designated in the written form
electing the options.
    

    OPTION 4--LIFE ANNUITY WITH SPECIFIED PERIOD CERTAIN. Equal installments are
paid until the later of: (A) the death of the payee; (B) the end of the period
certain. The first payment will be on the date of settlement. The period certain
must be chosen at the time this option is elected. The periods certain that may
be chosen are as follows: (A) Ten years; (B) Twenty years; (C) Until the
installments paid refund the amount applied under this option; and if the payee
is not living when the final payment falls due, that payment will be limited to
the amount

                                       16

<PAGE>

which needs to be added to the payments already made to equal the amount applied
under this option. If, for the age of the payee, a period certain is chosen that
is shorter than another period certain paying the same installment amount,
Phoenix will deem the longer period certain as having been elected.

    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. Under this
option, the payee may receive only one payment, if the payee dies before the due
date for the second payment; only two payments, if the payee dies before the due
date for the third payment, etc.

    OPTION 6--PAYMENTS OF A SPECIFIED AMOUNT. Equal installments of a specified
amount, out of the principal sum and interest on that sum, are paid until the
principal sum remaining is less than the amount of the installment. When that
happens, the principal sum remaining with accrued interest will be paid as a
final payment. The first payment will be on the date of settlement. The payments
will include interest on the principal sum remaining at a rate guaranteed to be
at least equal 3% per year. 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. This
payment option is not available for death proceeds. This option is available
only if the Policy is surrendered within 6 months of the Policy anniversary
nearest the Insured's 55th, 60th or 65th birthday. The first payment will be on
the date of settlement. Equal income installments are paid until the latest of:
(A) the end of the 10-year period certain; (B) the death of the Insured; (C) the
death of the other named annuitant. The other annuitant must be named at the
time this option is elected and cannot later be changed. The other annuitant
must have an attained age of at least 40.

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

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

PHOENIX'S TAX STATUS
    Phoenix is taxed as a life insurance company under the Internal Revenue Code
of 1986 (the "Code"), as amended. For federal income tax purposes, neither the
VUL Account nor the GIA is a separate entity from Phoenix and its 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 Cash Value of
the VUL Account. Investment income of the VUL Account, including realized net
capital gains, is not taxed to Phoenix. Due to Phoenix's tax status under
current provisions of the Code, no charge currently will be made to the VUL
Account for Phoenix's federal income taxes which may be attributable to the VUL
Account. Phoenix reserves the right to make a deduction for taxes if the federal
tax treatment of Phoenix is determined to be other than what Phoenix currently
believes it to be, if changes are made affecting the tax treatment to Phoenix of
variable life insurance contracts, or if changes occur in Phoenix's tax status.
If imposed, such charge would be equal to the federal income taxes attributable
to the investment results of the VUL Account.

POLICY BENEFITS
   
    The Policy, which is essentially a single premium policy, is a modified
endowment contract within the meaning of the Code.

    GENERAL
    Pursuant to Code Section 72(e), loans and other amounts received under 
modified endowment contracts will, in general, be taxed to the extent of
accumulated income (generally, the excess of Cash Value over premiums paid).
Policies are modified endowment contracts if they meet the definition of
life insurance, but fail the 7-pay test. This test essentially provides that
the cumulative amount paid under the Policy at any time during the Policy's
first seven years cannot exceed the sum of the net level premiums that would
have been paid on or before that time had the Policy provided for paid-up future
benefits after the payment of seven level annual premiums.
    

    In addition, a modified endowment contract includes any life insurance
contract that is received in exchange for a modified endowment contract.
Premiums paid during a Policy Year that are returned by Phoenix (with interest)
within 60 days after the end of the Policy Year will not cause the Policy to
fail the 7-pay test.

   
    Classification of the Policy as a modified endowment contract does not
affect the exclusion of death benefit proceeds under the Policy from the gross
income of the Beneficiary under Code Section 101(a)(1) and also does not cause
the Policyowner to be deemed to be in constructive receipt of the Cash Value,
including increments or "inside build-up" thereon. As such, the death benefit
proceeds thereunder should be excludable from the gross income of the 
Beneficiary under Code Section 101(a)(1). Also, the Policyowner should not be
deemed to be in constructive receipt of the Cash Value, including increments
thereon. See, however, the sections below on possible taxation of amounts
actually received under the Policy, via full surrender, partial surrender or
loan.

    REDUCTION IN BENEFITS DURING THE FIRST SEVEN YEARS 
    
    If there is a reduction in benefits during the first seven Policy Years, the
premiums are redetermined for purposes of the 7-pay test as if the Policy had
originally 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.

                                       17

<PAGE>

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

    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 may result in the imposition of an additional 10% tax
on any income received.

    PARTIAL SURRENDERS
   
    Since the Policy is a modified endowment contract under Section 7702A of
the Code, partial surrenders will be fully taxable to the extent of income in
the Policy and will possibly be subject to an additional 10% tax. Phoenix
suggests that you consult with your tax adviser in advance of a partial
surrender concerning the tax implications of a partial surrender to you.

    LOANS
    Phoenix believes that any loan received under a Policy will be treated as
indebtedness of the Policyowner. Since the Policy is a modified endowment
contract, however, loans are fully taxable to the extent of income in the
Policy and possibly will be subject to an additional 10% tax.
    

    Under the "personal" interest limitation provisions of the Code, interest on
Policy loans used for personal purposes is not tax deductible. However, other
rules will apply to allow all or part of the interest expense as a deduction if
the loan proceeds are used for "trade or business" or "investment" purposes. See
your tax adviser for further guidance.

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

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

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

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

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

LIMITATIONS ON UNREASONABLE MORTALITY AND EXPENSE CHARGES
    The Code imposes limitations on unreasonable mortality and
expense charges for purposes of ensuring that a Policy qualifies as a life
insurance policy for federal income tax purposes. The mortality charges taken
into account to calculate permissible premium levels may not exceed those
charges required to be used in determining the federal income tax reserve for
the Policy, unless Treasury regulations prescribe a higher level of charge.

    In addition, the expense charges taken into account under the guideline
premium test are required to be reasonable, as defined by the Treasury
Regulations. Phoenix intends to comply with these limitations in calculating the
premium it is permitted to receive from the Policyowner.

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

DIVERSIFICATION STANDARDS
   
    To comply with the Diversification Regulations under Code Section 817(h)
("Diversification Regulations"), each Series of the Funds is 
    

                                       18

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                       19

<PAGE>

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

    The following are the Directors and Executive Officers of Phoenix:

DIRECTORS                    PRINCIPAL OCCUPATION

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

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

Carol H. Baldi               President, Carol H. Baldi, Inc.
                             New York, New York

Peter C. Browning            President and Chief Operating
                             Officer, Sunoco Products Company
                             Hartsville, South Carolina; formerly
                             Chairman, President and Chief
                             Executive Officer, Aancor Holland,
                             Inc. and National Gypsum Company

Arthur P. Byrne              Group Executive, Danaher
                             Corporation
                             West Hartford, Connecticut

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

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

Charles J. Paydos            Executive Vice President, Phoenix
                             Home Life Mutual Insurance
                             Company
                             Hartford, Connecticut

Herbert Roth, Jr.            Former Chairman, LFE Corporation
                             Clinton, Massachusetts

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

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

EXECUTIVE OFFICERS          PRINCIPAL OCCUPATION

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

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

Philip R. McLoughlin         Executive Vice President and Chief
                             Investment Officer

Charles J. Paydos            Executive Vice President

David W. Searfoss            Executive Vice President and Chief
                             Financial Officer

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

Kelly J. Carlson             Senior Vice President, Career
                             Organization

Carl T. Chadburn             Senior Vice President

Robert G. Chipkin            Senior Vice President and Corporate
                             Actuary

   
Martin J. Gavin              Senior Vice President
    

Randall C. Giangiulio        Senior Vice President, Group Sales

Joan E. Herman               Senior Vice President

                                       20

<PAGE>

Edward P. Hourihan           Senior Vice President, Information
                             Systems

Joseph E. Kelleher           Senior Vice President

Robert G. Lautensack, Jr.    Senior Vice President

Scott C. Noble               Senior Vice President, Real Estate

   
Robert E. Primmer            Senior Vice President, Brokerage
                             and PPGA Distribution
    

Frederick W. Sawyer, III     Senior Vice President

Richard C. Shaw              Senior Vice President, International
                             and Corporate Development

Simon Y. Tan                 Senior Vice President, Individual
                             Market Development

Anthony J. Zeppetella        Senior Vice President

    The above positions reflect the last held position in the organization
during the past five years.

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

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

    Phoenix through PEPCO will sponsor sales contests, training and educational
meetings and provide to all qualifying dealers, from its own profits and
resources, additional compensation in the form of trips, merchandise or expense
reimbursement. Brokers and dealers other than PEPCO also may make customary
additional charges for their services in effecting purchases, if they notify the
Funds of their intention to do so.

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

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

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

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

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

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

FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
    The consolidated financial statements of Phoenix as contained herein should
be considered only as bearing upon Phoenix's ability to meet its obligations
under the Policy, and they should not be considered as bearing on the investment
performance of the VUL Account. The financial statements of the VUL Account are
for the Subaccounts available as of the period ended December 31, 1996.

                                       21

<PAGE>





   
PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
    


                                       22

<PAGE>

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



Report of Independent Accountants  .........................................24

Consolidated Balance Sheets at December 31, 1996 and 1995 ..................25

Consolidated Statements of Income for the Years Ended
  December 31, 1996, 1995 and 1994 .........................................26

Consolidated Statements of Equity for the Years Ended
  December 31, 1996, 1995 and 1994 .........................................27

Consolidated Statements of Cash Flows for the Years Ended
 December 31, 1996, 1995 and 1994 ..........................................28

Notes to Consolidated Financial Statements ..............................29-56



                                       23

<PAGE>


                               One Financial Plaza      Telephone 860 240 2000
                               Hartford, CT 06103

[logo] Price Waterhouse LLP                                            [logo]



                                    REPORT OF INDEPENDENT ACCOUNTANTS

February 12, 1997

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

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, of 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, 1996 and 1995, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1996, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

/s/ Price Waterhouse LLP


<PAGE>


     THIS 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.

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

                                                           DECEMBER 31,
                                                     1996                1995
                                                          (IN THOUSANDS)
ASSETS
Investments:
Fixed maturities:
  Held-to-maturity, at amortized cost      $      1,555,685    $      1,334,447
  Available-for-sale, at fair value               4,895,393           4,425,678
Equity securities, at fair value                    235,351             254,278
Mortgage loans                                      947,076             897,192
Real estate                                         410,945             418,328
Policy loans                                      1,667,784           1,617,872
Other invested assets                               182,372             144,778
Short-term investments                              164,967             275,517
                                            ----------------    ----------------
Total investments                                10,059,573           9,368,090

Cash and cash equivalents                           172,895             127,104
Accrued investment income                           135,475             128,139
Deferred policy acquisition costs                   926,274             816,128
Premiums, accounts and notes receivable              79,354              64,880
Reinsurance recoverables                             46,251              48,490
Property and equipment, net                         137,231             134,880
Other assets                                        134,589             130,627
Goodwill and intangibles, net                       313,507             313,069
Separate account assets                           3,447,899           3,306,070
                                            ----------------    ----------------
Total assets                               $     15,453,048    $     14,437,477
                                            ================    ================

LIABILITIES
Policy liabilities and accruals            $      9,462,039    $      8,974,885
Other liabilities                                   470,595             445,577
Long-term debt                                      490,430             268,337
Current income taxes                                 29,345              42,033
Deferred income taxes                                61,934              34,176
Separate account liabilities                      3,412,152           3,273,056
                                            ----------------    ----------------
Total liabilities                                13,926,495          13,038,064
                                            ----------------    ----------------

Contingent liabilities (Note 15)

Minority interest                                   129,084             117,826
                                            ----------------    ----------------

EQUITY
Unrealized investment gains, net                     89,791              75,878
Retained earnings                                 1,307,678           1,205,709
                                            ----------------    ----------------
Total equity                                      1,397,469           1,281,587
                                            ----------------    ----------------

Total liabilities and equity               $     15,453,048    $     14,437,477
                                            ================    ================




        The accompanying notes are an integral part of these statements.

                                        25
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF INCOME
- --------------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31,
                                                            1996               1995               1994
                                                                          (IN THOUSANDS)
<S>                                                  <C>                 <C>               <C>             

REVENUES
Premiums                                             $      1,518,822    $     1,456,875   $      1,396,002
Insurance and investment product fees                         421,058            324,459            286,174
Net investment income                                         689,890            662,468            622,717
Net realized investment gains (losses)                         95,265             74,738               (166)
                                                      ----------------   ----------------   ----------------
 Total revenues                                             2,725,035          2,518,540          2,304,727
                                                      ----------------   ----------------   ----------------

BENEFITS, LOSSES AND EXPENSES
Policy benefits, claims, losses and loss
 adjustment expenses                                        1,529,573          1,471,030          1,412,686
Policyholder dividends                                        311,739            289,469            264,456
Policy acquisition expenses                                   242,363            221,339            237,768
Other operating expenses                                      452,399            419,231            319,090
                                                      ----------------   ----------------   ----------------
  Total benefits, losses and expenses                       2,536,074          2,401,069          2,234,000
                                                      ----------------   ----------------   ----------------

OPERATING INCOME                                              188,961            117,471             70,727

Non-operating income
Gain on merger transactions                                                       40,580
                                                      ----------------   ----------------   ----------------

INCOME BEFORE INCOME TAXES AND MINORITY
  INTEREST                                                    188,961            158,051             70,727

Income taxes                                                   79,331             43,352             40,062
                                                      ----------------   ----------------   ----------------

INCOME BEFORE MINORITY INTEREST                               109,630            114,699             30,665

Minority interest                                             (8,902)              (950)                 13
                                                      ----------------   ----------------   ----------------

NET INCOME                                           $        100,728    $       113,749   $         30,678
                                                      ================    ===============   ================
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       26
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF EQUITY
- --------------------------------------------------------------------------------

                                                 NET UNREALIZED
                                    RETAINED       INVESTMENT
                                    EARNINGS     GAINS (LOSSES)        TOTAL
                                                 (IN THOUSANDS)


Balance at December 31, 1993     $  1,065,115    $     48,288     $   1,113,403
  Net income                           30,678                            30,678
  Net unrealized loss                                 (75,761)          (75,761)
                                  ------------    -------------    -------------

Balance at December 31, 1994        1,095,793          (27,473)       1,068,320
  Net income                          113,749                           113,749
  Net unrealized gain                                  103,351          103,351
  Minimum pension liability            (3,833)                           (3,833)
                                  ------------    -------------    -------------

Balance at December 31, 1995        1,205,709           75,878        1,281,587
  Net income                          100,728                           100,728
  Net unrealized gain                                   13,913           13,913
  Minimum pension liability             1,241                             1,241
                                  ------------    -------------    -------------

Balance at December 31, 1996     $  1,307,678    $      89,791    $   1,397,469
                                  ============    =============    =============

        The accompanying notes are an integral part of these statements.

                                       27
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                       YEAR ENDED DECEMBER 31,
                                                                               1996             1995             1994
                                                                                           (IN THOUSANDS)

<S>                                                                    <C>               <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES
  Net income                                                           $     100,728     $     113,749     $     30,678



ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
 PROVIDED BY OPERATIONS
  Net realized investment gains                                              (95,265)          (74,738)            (166)
  Net gain on merger                                                                           (40,580)
  Amortization and depreciation                                               64,870            58,912           51,894
  Deferred income taxes (benefit)                                             14,774           (16,236)          68,936
  (Increase) decrease in receivables                                        (111,886)          (30,130)           2,830
  Increase in deferred policy acquisition costs                              (61,985)          (26,370)          (2,975)
  Increase in policy liabilities and accruals                                559,724           537,919          446,850
  Increase (decrease) in other assets/other liabilities, net                  39,594            95,880          (51,171)
  Other, net                                                                  11,258             4,203            8,046
                                                                        -------------     -------------      -----------
    Net cash provided by operating activities                                521,812           622,609          554,922


CASH FLOW FROM INVESTING ACTIVITIES 
Proceeds from disposals of fixed maturities:
    Available-for-sale                                                     1,348,809         1,145,146          985,858
    Held-to-maturity                                                         118,596           143,773          209,757
  Proceeds from disposals of equity securities                               382,359           329,104          347,884
  Proceeds from mortgage loan maturities or repayments                       151,760           186,172          160,882
  Proceeds from sale of other invested assets                                127,440           148,546          209,316
  Purchase of fixed maturities:
    Available-for-sale                                                    (1,909,086)       (1,614,387)      (1,396,902)
    Held-to-maturity                                                        (385,321)         (247,354)        (383,207)
  Purchase of equity securities                                             (215,104)         (282,488)        (310,751)
  Purchase of mortgage loans                                                (200,683)          (93,097)         (31,214)
  Purchase of other invested assets                                         (157,077)          (73,482)        (173,988)
  Change in short term investments, net                                      110,503          (166,445)         265,328
  Increase in policy loans                                                   (49,912)          (32,387)         (55,143)
  Capital expenditures                                                        (3,543)          (18,449)         (12,663)
  Other investing activities, net                                             (5,898)          (12,704)         (11,392)
                                                                        -------------     -------------      -----------
    Net cash used for investing activities                                  (687,157)         (588,052)        (196,235)



CASH FLOW FROM FINANCING ACTIVITIES
  Withdrawals of contractholder deposit                                       (6,301)         (154,100)        (314,100)
     funds, net of deposits and interest credited
  Proceeds from borrowings                                                   226,082           177,922            3,417
  Repayment of borrowings                                                     (2,400)          (12,726)         (19,742)
  Dividends paid to minority shareholders                                     (6,245)          (31,215)
                                                                        -------------     -------------      -----------
    Net cash provided by (used for) financing activities                     211,136           (20,119)        (330,425)

NET INCREASE IN CASH AND CASH EQUIVALENTS                                     45,791            14,438           28,262

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                 127,104           112,666           84,404
                                                                        -------------     -------------      -----------
CASH AND CASH EQUIVALENTS, END OF YEAR                                 $     172,895     $     127,104      $   112,666
                                                                        =============     =============      ===========
SUPPLEMENTAL CASH FLOW INFORMATION
    Income taxes paid  (refunded), net                                 $      76,157     $      33,399      $   (32,245)
    Interest paid on debt                                              $      19,214     $       8,100      $     8,191

</TABLE>

        The accompanying notes are an integral part of these statements.

                                       28
<PAGE>

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

1.   DESCRIPTION OF BUSINESS

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

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

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

     These consolidated financial statements have been prepared in accordance
     with generally accepted accounting principles (GAAP). The preparation of
     financial statements in conformity with GAAP requires management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities at the date of the financial statements and the reported
     amounts of revenue and expenses during the reporting period. Actual results
     could differ from those estimates. Significant estimates used in
     determining insurance and contractholder liabilities, related reinsurance
     recoverables, taxes, contingencies and valuation allowances for investment
     assets are discussed throughout the Notes to Consolidated Financial
     Statements. All significant intercompany accounts and transactions have
     been eliminated. Certain reclassifications have been made to the 1995 and
     1994 amounts to conform with the 1996 presentation.

     RECENT ACCOUNTING PRONOUNCEMENTS

     As a result of the issuance of the Statement of Financial Accounting
     Standard (SFAS) No. 120, "Accounting and Reporting by Mutual Life Insurance
     Enterprises and Insurance Enterprises for Certain Long-Duration
     Participating Contracts," and Financial Accounting Standards Board
     Interpretation (FIN) No. 40, "Applicability of Generally Accepted
     Accounting Principles to Mutual Life Insurance and Other Enterprises,"
     financial statements of mutual life insurance companies beginning after
     December 15, 1995, prepared on the basis of statutory accounting are no
     longer characterized as in conformity with GAAP. The Company applied the
     pronouncements of the Financial Accounting Standards Board (FASB) to its
     financial statements in 1995, and, in accordance with SFAS No. 120 and FIN
     No. 40, all prior periods presented were restated.

                                       29
<PAGE>

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

     VALUATION OF INVESTMENTS

     Investments in fixed maturities include bonds, asset-backed securities
     including collateralized mortgage obligations (CMOs) and preferred stocks.
     The Company classifies all its fixed maturities as either held-to-maturity
     or available-for-sale investments. Fixed maturities held-to-maturity
     consist of private placement bonds presented at amortized cost, net of
     impairments, that management intends and has the ability to hold until
     maturity. Fixed maturities available-for-sale are presented 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. 
     Fixed maturities are considered impaired when a decline in value is 
     considered to be other than temporary.

     Equity securities are classified as available-for-sale securities. These
     securities are reported at fair value based principally on their quoted
     market prices. 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 the Company 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.

     Real estate held for sale is carried at the lower of cost or current fair
     value less costs to sell. Foreclosed real estate is carried at appraised
     value at the time of foreclosure. Subsequent to foreclosure, these
     investments are 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: (i) property valuation
     techniques utilizing discounted cash flows at the time of stabilization
     including capital expenditures and stabilization costs; (ii) sales of
     comparable properties; (iii) geographic location of the property and
     related market conditions; and (iv) disposition costs.

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

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

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

     Realized investment gains and losses, other than those related to separate
     accounts for which the Company 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 fixed maturities and equity
     securities classified as available-for-sale are included as a separate
     component of equity, net of deferred income taxes and deferred policy
     acquisition costs.

                                       30
<PAGE>

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

     FINANCIAL INSTRUMENTS

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

     CASH AND CASH EQUIVALENTS

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

     DEFERRED POLICY ACQUISITION COSTS

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

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

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

     PROPERTY AND EQUIPMENT

     Property, equipment and leasehold improvements, consisting primarily of
     office buildings occupied by the Company, are stated at depreciated cost,
     less a reserve for impairments in value. Real estate occupied by the
     Company was $97.2 million and $95.0 million, respectively, at December 31,
     1996 and 1995. The Company 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 $144.1 million and $129.6 million at
     December 31, 1996 and 1995, respectively.

     OTHER ASSETS

     Other assets consist of prepaid expenses and accounts receivable,
     principally investment management fees receivable less allowances for
     estimated uncollectible amounts.

                                       31
<PAGE>

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

     GOODWILL AND 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. 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 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 the Company. 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.

     On March 1, 1996, the pooled separate accounts of Phoenix, excluding the
     real estate separate accounts, were terminated and the assets of these
     separate accounts were transferred to Phoenix Duff & Phelps' institutional
     mutual funds.

     POLICY LIABILITIES AND ACCRUALS

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

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

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

     Contractholder deposit funds and other policy liabilities include
     investment-related products such as guaranteed investment contracts,
     deposit administration funds and immediate participation guarantee funds.
     These funds consist of deposits received from customers and investment
     earnings on their fund balances.

                                       32
<PAGE>

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

     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 the Company. The
     amount of policyholders' dividends to be paid is determined annually by the
     Company'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 the Company's judgment as to the
     appropriate level of statutory surplus to be retained. The participating
     life insurance in force was 80.0% and 80.5% of the face value of total
     individual life insurance in force at December 31, 1996 and 1995,
     respectively. The premiums on participating life insurance policies were
     84.1%, 84.7% and 84.5% of total individual life insurance premiums in 1996,
     1995 and 1994, respectively. Total policyholders' dividends were $312
     million, $289 million and $264 million in 1996, 1995 and 1994,
     respectively.

     INCOME TAXES

     Phoenix and its eligible affiliated companies have elected to file a
     life/nonlife consolidated federal income tax return for the tax years ended
     December 31, 1996, 1995 and 1994. Entities included within the consolidated
     group are segregated into either a life insurance or non-life insurance
     company subgroup. The consolidation of these subgroups is subject to
     certain statutory restrictions in the percentage of eligible non-life tax
     losses that can be applied to offset life company taxable income.

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

                                       33
<PAGE>

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

3.   SIGNIFICANT TRANSACTIONS

     PHOENIX DUFF & PHELPS CORPORATION

     Effective January 1, 1995, the money management businesses of Phoenix were
     completely transferred to Phoenix Securities Group, Inc. (Phoenix
     Securities Group), an indirect wholly-owned subsidiary. Phoenix Securities
     Group entered into contracts to manage the investments of the general and
     separate accounts of Phoenix. On November 1, 1995, Phoenix, through its
     subsidiary, PM Holdings, Inc. (PM Holdings), merged Phoenix Securities
     Group into Duff & Phelps Corporation (D&P), forming Phoenix Duff & Phelps
     Corporation (PDP). The transaction was accounted for as a reverse merger
     with the purchase accounting method applied to D&P's assets and
     liabilities. The purchase price was $190.7 million and PDP recorded $93.1
     million of goodwill, which is being amortized over forty years using the
     straight-line method. PM Holdings owns approximately 60% of the outstanding
     PDP common stock. In addition, PM Holdings owns 1.4 million shares (45%) of
     PDP's series A convertible exchangeable preferred stock. PM Holdings
     recognized a non-operating, non-cash, tax free gain on this transaction of
     $36.9 million resulting from the realization of the appreciation of the
     stock exchanged which is included in the gain on merger transactions in the
     consolidated statements of income.

     SURPLUS NOTES

     On November 25, 1996, the Company 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 long-term
     debt in the Consolidated Balance Sheet at December 31, 1996.

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

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

     ABERDEEN TRUST PLC

     On March 25, 1996, the Company purchased 12.2 million shares of Aberdeen
     Trust PLC (Aberdeen), a Scottish asset management firm. As of December 31,
     1996, the Company owned 13.1 million shares representing 12.5% of
     Aberdeen's outstanding common stock. The total cost of these transactions
     was $26.4 million. The investment is recorded at cost adjusted for the
     Company's equity in undistributed earnings less dividends received.

     In addition, on April 15, 1996, the Company purchased a 7% convertible
     subordinated note issued by Aberdeen for $37.5 million. The note, which
     matures on March 29, 2003, may be converted at a price of $2.15 per share,
     which would be equivalent to approximately 14% of Aberdeen's outstanding
     common stock.

                                       34
<PAGE>

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

     In the spring of 1996, the Company and Aberdeen joined together to form
     Phoenix-Aberdeen International Advisors, LLC, an SEC registered investment
     advisor that, in conjunction with PDP and Aberdeen, will develop and market
     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:

     FIXED MATURITIES AND EQUITY SECURITIES

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

<TABLE>
<CAPTION>
                                                                          GROSS              GROSS
                                                  AMORTIZED            UNREALIZED          UNREALIZED           FAIR
                                                     COST                 GAINS              LOSSES             VALUE
                                                                     (IN THOUSANDS)
<S>                                           <C>                 <C>                 <C>                <C>
FIXED MATURITIES:

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

  Total                                               1,555,685               62,734          (13,795)         1,604,624
                                               -----------------   ------------------  ----------------   ---------------


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

  Total                                               4,743,389              189,995          (37,991)         4,895,393
                                               -----------------   ------------------  ----------------   ---------------

  Total fixed maturities                      $       6,299,074   $          252,729  $       (51,786)   $     6,500,017
                                               =================   ==================  ================   ===============

Equity securities available-for-sale          $         137,907   $          100,258  $        (2,814)   $       235,351
                                               =================   ==================  ================   ===============
</TABLE>

                                       35
<PAGE>

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

     The amortized cost and fair value of investments in fixed maturities and
     equity securities as of December 31, 1995 were as follows:

<TABLE>
<CAPTION>
                                                                          GROSS              GROSS
                                                  AMORTIZED            UNREALIZED          UNREALIZED           FAIR
                                                     COST                 GAINS              LOSSES             VALUE
                                                                     (IN THOUSANDS)
<S>                                           <C>                 <C>                 <C>                <C>
FIXED MATURITIES:

HELD-TO-MATURITY:
State and political subdivision bonds         $          20,915   $            779    $         (142)    $      21,552
Corporate securities                                  1,297,049            125,055            (1,114)        1,420,990
Mortgage-backed securities                               16,483              2,057               (37)           18,503
                                               -----------------   ----------------    --------------     -------------

  Total                                               1,334,447            127,891            (1,293)        1,461,045
                                               -----------------   ----------------    --------------     -------------


AVAILABLE-FOR-SALE:
U.S. government and agency bonds                        572,304             29,684            (1,029)          600,959
State and political subdivision bonds                   314,407             26,072                (1)          340,478
Foreign government bonds                                 59,149              6,436            (1,804)           63,781
Corporate securities                                    987,210             91,741            (3,950)        1,075,001
Mortgage-backed securities                            2,269,618             95,176           (19,335)        2,345,459
                                               -----------------   ----------------    --------------     -------------

  Total                                               4,202,688            249,109           (26,119)        4,425,678
                                               -----------------   ----------------    --------------     -------------

  Total fixed maturities                      $       5,537,135   $        377,000    $      (27,412)    $   5,886,723
                                               =================   ================    ==============     =============

Equity securities available-for-sale          $         197,526   $         62,658    $       (5,906)    $     254,278
                                               =================   ================    ==============     =============
</TABLE>

                                       36
<PAGE>

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

     The amortized cost and fair value of fixed maturities, by contractual
     maturity, as of December 31, 1996 are shown below. Actual maturities may
     differ from contractual maturities because borrowers may have the right to
     call or prepay obligations with or without call or prepayment penalties, or
     the Company 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                       $          34,496   $        35,001  $         50,888  $        51,214
Due after one year through five years                   339,989           350,702           360,543          374,212
Due after five years through ten years                  616,197           643,166           712,255          738,950
Due after ten years                                     547,002           556,732         1,110,471        1,187,266
Mortgage-backed securities                               18,001            19,023         2,509,232        2,543,751
                                               -----------------   ---------------  ----------------  ---------------

Total                                         $       1,555,685   $     1,604,624  $      4,743,389  $     4,895,393
                                               =================   ===============  ================  ===============
</TABLE>

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

                                                     DECEMBER 31,
                                               1996                1995
                                                    (IN THOUSANDS)

MORTGAGE-BACKED SECURITIES

Planned amortization class          $         618,953   $         787,840
Asset-backed                                  490,018             436,734
Mezzanine                                     322,812             365,034
Commercial                                    413,571             230,083
Sequential pay                                552,512             397,950
Pass through                                  105,282              85,017
Other                                          58,604              59,284
                                     -----------------   -----------------

Total mortgage-backed securities    $       2,561,752   $       2,361,942
                                     =================   =================

     Phoenix had 37% and 49% at December 31, 1996 and 1995, respectively, in
     planned amortization class and mezzanine mortgage-backed securities which
     have reasonably predictable cash flows and a relatively high degree of
     prepayment protection. Phoenix has limited exposure in the more volatile
     residential derivative market such as interest-only, principal-only or
     inverse float instruments.

                                       37
<PAGE>

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

     MORTGAGE LOANS AND REAL ESTATE

     The Company'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.

     The carrying values of mortgage loans and real estate investments, net of
     applicable reserves, were as follows:

                                                DECEMBER 31,
                                        1996                   1995
                                              (IN THOUSANDS)

     Mortgage loans              $          947,076    $           897,192
     Real estate held for sale              410,945                418,328
                                  ------------------    -------------------

     Total                       $        1,358,021    $         1,315,520
                                  ==================    ===================

     During 1996 and 1995, non-cash investing activities included real estate
     acquired through foreclosure of mortgage loans and purchase money
     mortgages, which had a fair value of $1.5 million and $35 million,
     respectively.

                                       38
<PAGE>

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

     Mortgage loans and real estate investments are comprised of the following
     property types and geographic regions:

                                                MORTGAGE LOANS
                                                 DECEMBER 31,
                                        1996                       1995
                                               (IN THOUSANDS)

PROPERTY TYPE:
Office buildings               $               251,526    $             191,672
Retail                                         257,721                  250,172
Apartment buildings                            241,286                  244,589
Industrial buildings                           197,013                  222,120
Other                                           47,928                   54,446
Valuation allowances                           (48,398)                 (65,807)
                                -----------------------    ---------------------
Total                          $               947,076    $             897,192
                                =======================    =====================

GEOGRAPHIC REGION:
Northeast                      $               260,146    $             233,670
Southeast                                      261,956                  250,019
North central                                  158,902                  171,434
South central                                   57,507                   50,819
West                                           256,963                  257,057
Valuation allowances                           (48,398)                 (65,807)
                                -----------------------    ---------------------
Total                          $               947,076    $             897,192
                                =======================    =====================


                                                  REAL ESTATE
                                                 DECEMBER 31,
                                         1996                     1995
                                                  (IN THOUSANDS)

Property type:
Office buildings               $               246,644    $             267,505
Retail                                         121,813                  127,500
Apartment buildings                             26,286                   36,644
Industrial buildings                            56,134                   61,667
Other                                            7,577                    8,767
Valuation allowances                           (47,509)                 (83,755)
                                -----------------------   ----------------------
Total                          $               410,945    $             418,328
                                =======================    =====================

GEOGRAPHIC REGION:
Northeast                      $               103,761    $             102,249
Southeast                                      110,746                  130,944
North central                                   86,070                   85,470
South central                                   85,532                   91,670
West                                            72,345                   91,750
Valuation allowances                           (47,509)                 (83,755)
                                -----------------------   ----------------------
Total                          $               410,945    $             418,328
                                =======================    =====================

                                       39
<PAGE>

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

     At December 31, 1996, scheduled mortgage loan maturities were as follows:
     1997 - $176 million; 1998 - $138 million; 1999 - $99 million; 2000 - $106
     million; 2001 - $98 million; and $378 million thereafter. Actual maturities
     could differ from contractual maturities because borrowers may have the
     right to prepay obligations with or without prepayment penalties and loans
     may be refinanced. The Company refinanced $28.9 million and $100.4 million
     of its mortgage loans during 1996 and 1995, respectively, based on terms
     which differed from those granted to new borrowers.

     INVESTMENT VALUATION ALLOWANCES

     Investment valuation allowances which have been deducted in arriving at
     investment carrying values as presented in the consolidated balance sheets
     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>
1996
Mortgage loans   $           65,807   $            7,640   $           (25,049)   $            48,398
Real estate                  83,755                2,526               (38,772)                47,509
                  ------------------   ------------------  ---------------------   -------------------
Total            $          149,562   $           10,166   $           (63,821)   $            95,907
                  ==================   ==================  =====================   ===================

1995
Mortgage loans   $          118,970                        $           (53,163)   $            65,807
Real estate                 108,652   $            8,604               (33,501)                83,755
                  ------------------   ------------------  ---------------------   -------------------
Total            $          227,622   $            8,604   $           (86,664)   $           149,562
                  ==================   ==================  =====================   ===================
</TABLE>

     NON-INCOME PRODUCING MORTGAGES LOANS AND BONDS

     The net carrying values of non-income producing mortgage loans were $4.5 
     million and $3.8 million at December 31, 1996 and 1995, respectively.  
     There were no non-income producing bonds at December 31, 1996 and 1995.

     INTEREST RATE SWAPS

     Phoenix enters into interest rate swap agreements, generally having
     maturities of seven years or less, to hedge certain variable rate
     investment income streams matched against fixed rate liability streams. The
     notional amounts of these investments were $60.1 million and $18 million at
     December 31, 1996 and 1995, respectively. Average received and average paid
     rates were 8.04% and 5.65% for 1996.

     The Company has also guaranteed an interest rate swap that has the effect
     of the Company paying a fixed interest rate on a notional amount of $184.7
     million of the Company's debt.

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

                                       40
<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 subsidiaries, were as follows:

                                                            DECEMBER 31,
                                                         1996          1995
                                                           (in thousands)

Venture capital equity partnerships            $      66,284   $        50,919
Transportation and equipment leases                   46,950            47,810
Investment in Aberdeen Trust, PLC                     29,980
Investment in Beutel, Goodman & Co. LTD               34,541            39,730
Other                                                  4,617             6,319
                                                -------------   ---------------

Total other invested assets                    $     182,372   $       144,778
                                                =============   ===============

     NET INVESTMENT INCOME

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

<TABLE>
<CAPTION>
                                      1996                1995                1994
                                                     (in thousands)

<S>                            <C>                 <C>                 <C>             
Fixed maturities               $         469,713   $         437,521   $        395,192
Equity securities                          4,689               1,787              3,312
Mortgage loans                            84,318              92,283            111,122
Policy loans                             117,742             115,055            105,678
Real estate                               21,799              20,910             17,087
Other invested assets                        332                 871              1,212
Short-term investments                    18,688              21,974             11,673
                                -----------------   -----------------   ----------------

Sub-total                                717,281             690,401            645,276
Less investment expenses                  27,391              27,933             22,559
                                -----------------   -----------------   ----------------

Net investment income          $         689,890   $         662,468   $        622,717
                                =================   =================   ================
</TABLE>

     Investment income of $.4 million was not accrued on certain delinquent
     mortgage loans and defaulted bonds at December 31, 1996. The Company 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 $61.5 million and $76 million at December 31,
     1996 and 1995, respectively. Interest income on restructured mortgage loans
     that would have been recorded in accordance with the original terms of such
     loans amounted to $3.1 million, $6.6 million and $10.1 million in 1996,
     1995 and 1994, respectively. Actual interest income on these loans included
     in net investment income aggregated $5.2 million, $6.4 million and $11.3
     million in 1996, 1995 and 1994, respectively.

                                       41
<PAGE>

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

     INVESTMENT GAINS AND LOSSES

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

<TABLE>
<CAPTION>

                                                           1996                  1995                   1994
                                                                           (IN THOUSANDS)

<S>                                                <C>                   <C>                   <C>
Unrealized investment gains (losses)
  Fixed maturities                                 $          (70,986)   $          476,352    $          (411,694)
  Equity securities                                            40,803                24,527                  2,706
                                                    ------------------    ------------------    -------------------
                                                              (30,183)              500,879               (408,988)
  Deferred policy acquisition costs                            51,528              (341,836)               292,423
  Deferred income taxes (benefits)                              7,432                55,692                (40,804)
                                                    ------------------    ------------------    -------------------

Net unrealized investment gains (losses)          $            13,913    $          103,351    $           (75,761)
                                                   ====================   ==================   =====================

</TABLE>

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

<TABLE>
<CAPTION>

                                                           1996                  1995                   1994
                                                                           (IN THOUSANDS)

<S>                                                <C>                   <C>                   <C>
Fixed maturities                                   $          (10,476)   $            8,080   $            (20,554)
Equity securities                                               59,794               29,276                 (8,950)
Mortgage loans                                                   2,628                (262)                     485
Real estate                                                     24,711               20,535                  16,063
Other invested assets                                           18,608               17,109                  12,790
                                                   --------------------   ------------------   ---------------------
                                                                95,265               74,738                   (166)

Income taxes (benefits)                                         33,343               26,158                    (58)
                                                   --------------------   ------------------   ---------------------

Net realized investment gains (losses)             $            61,922   $           48,580   $               (108)
                                                   ====================   ==================   =====================
</TABLE>

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

<TABLE>
<CAPTION>

                                                           1996                  1995                   1994
                                                                           (IN THOUSANDS)

<S>                                                <C>                   <C>                   <C>
Proceeds from sales                                 $       1,525,011    $         1,201,700   $           733,800
Gross gains on sales                                $          15,966    $            30,300   $            16,500
Gross losses on sales                               $         (27,905)   $           (19,900)  $           (45,500)
</TABLE>

                                       42
<PAGE>

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

5.   GOODWILL AND INTANGIBLE ASSETS

     Goodwill and intangible assets were as follows:

                                                   DECEMBER 31,
                                             1996               1995
                                                  (IN THOUSANDS)

Goodwill                              $         231,135   $          211,084
Investment management contracts                  56,700               60,700
Client listings                                  41,410               31,437
Non-compete covenants                             5,000                9,314
Intangible asset related to
  pension plan benefits                          19,835               22,540
Other                                             1,220                4,066
                                       -----------------  -------------------
                                                355,300              339,141

Accumulated amortization                        (41,793)             (26,072)
                                       -----------------  -------------------

Total                                 $         313,507   $          313,069
                                       =================  ===================

     PDP's amounts included above were as follows:

                                                  DECEMBER 31,
                                            1996                 1995
                                                 (IN THOUSANDS)


Goodwill                             $         179,406   $          167,014
Investment management contracts                 56,700               60,700
Non-compete covenants                            5,000                5,000
Other                                            1,220                4,066
                                      -----------------   ------------------
                                               242,326              236,780

Accumulated amortization                       (13,198)              (6,211)
                                      -----------------   ------------------

Total                                $         229,128   $          230,569
                                      =================   ==================

6.   FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS

     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.

                                       43
<PAGE>

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

     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.

     FIXED MATURITIES

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

     EQUITY SECURITIES

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

     MORTGAGE LOANS

     Fair values are calculated as the present value of scheduled payments, with
     the discount based upon (1) the Treasury rate comparable for the remaining
     loan duration, plus (2) a spread of between 175 and 450 basis points,
     depending on the internal quality rating of the loan. For loans in
     foreclosure or default, values were determined assuming principal recovery
     was the lower of the loan balance or the estimated value of the underlying
     property.

     POLICY LOANS

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

     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.

                                       44
<PAGE>

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

     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 long-term debt reported on the balance sheet
     approximates fair value.

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

<TABLE>
<CAPTION>
                                                        1996                                   1995
                                             CARRYING            FAIR               CARRYING              FAIR
                                               VALUE             VALUE               VALUE               VALUE
                                                                       (IN THOUSANDS)
<S>                                      <C>              <C>                 <C>                  <C>
Financial assets:
Cash and cash                            $       172,895  $         172,895   $           127,104  $         127,104
equivalents
Short-term investments                           164,967            164,967               275,517            275,517
Fixed maturities                               6,451,078          6,500,017             5,760,125          5,886,723
Equity securities                                235,351            235,351               254,278            254,278
Mortgage loans                                   947,076            986,900               897,192            955,800
Policy loans                                   1,667,784          1,645,899             1,617,872          1,658,000
                                          ---------------  -----------------  -------------------- ------------------
Total financial assets                   $     9,639,151  $       9,706,029   $         8,932,088  $       9,157,422
                                          ===============  =================  ==================== ==================

Financial liabilities:
Policy liabilities                       $       875,200  $         875,100   $           955,600  $         955,800
Long-term debt                                   492,020            492,020               268,337            268,337
                                          ---------------  -----------------  -------------------- ------------------
Total financial liabilities              $     1,367,220  $       1,367,120   $         1,223,937  $       1,224,137
                                          ===============  =================  ==================== ==================
</TABLE>

7.   DEBT

     Long-term debt was as follows:

                                                    DECEMBER 31,
                                              1996                1995
                                                  (IN THOUSANDS)


Unsecured debt
  Bank borrowings                      $         287,365   $        241,157
  Notes payable                                   25,457             23,995
  Other                                                                  58
                                       ------------------   ----------------
 Total unsecured debt                            312,822            265,210

Surplus notes                                    175,000
Secured debt                                       2,608              3,127
                                       ------------------   ----------------

Total long-term debt                   $         490,430   $        268,337
                                       ==================   ================

                                       45
<PAGE>

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

     The Company has various lines of credit established with major commercial
     banks. As of December 31, 1996, the Company had outstanding balances
     totaling $287.4 million. The total unused credit was $120.9 million. The
     Company records commitment fees as a component of interest expense.
     Interest rates range from 5.73% to 8.25% in 1996.

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

     Maturities of long-term debt are as follows: 1997 - $17 million; 1998 - $90
     million; 1999 - $7 million; 2000 - $177 million; 2001 - $24 million; 2002
     and thereafter - $175 million.

     Interest expense on long-term debt was $18.0 million, $7.7 million and $9.0
     million for the years ended December 31, 1996, 1995 and 1994, respectively.

8.   INCOME TAXES

     A summary of income taxes (benefits) in the consolidated statements of
     income for the year ended December 31, was as follows:

                             1996               1995              1994
                                          (in thousands)


Income taxes
  Current              $                  $                 $
                                59,673             59,590          (28,874)
  Deferred
                                19,658           (16,238)            68,936
                       ----------------    ---------------   ---------------


Total                  $                  $                 $
                                79,331             43,352            40,062
                       ================    ===============   ===============

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

<TABLE>
<CAPTION>
                                                     1996                       1995                      1994
                                                                     %                          %                           %

<S>                                           <C>               <C>       <C>             <C>       <C>             <C>
Income tax expense at statutory rate          $       66,136        35    $      55,318        35   $      24,754          35
Non-taxable gain on PDP merger                                                  (14,203)       (9)
Dividend received deduction &
  tax-exempt interest                                  (2,107)       (1)           (623)                   (1,177)         (2)
Other, net                                              2,736         1           2,860         1          (4,082)         (5)
                                                --------------  --------   -------------  --------   -------------  ----------
                                                       66,765        35          43,352        27          19,495          28

Differential earnings (equity tax)                     12,566         7                                    20,567          29
                                                --------------  --------   -------------  --------   -------------  ----------

Income taxes                                   $       79,331        42   $      43,352        27   $      40,062          57
                                                ==============  ========   =============  ========   =============  ==========
</TABLE>

                                       46
<PAGE>

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

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

                                                            DECEMBER 31,
                                                     1996               1995
                                                          (IN THOUSANDS)

Deferred policy acquisition costs           $         220,135    $     221,034
Unearned premium/deferred revenue                    (131,513)        (127,699)
Impairment reserves                                   (43,331)         (58,314)
Pension and other postretirement benefits             (58,230)         (51,985)
Investments                                            50,219           50,542
Future policyholder benefits                          (37,904)         (47,800)
Other                                                  15,633          (13,716)
                                             -----------------    --------------
                                                       15,009          (27,938)
Net unrealized investment gains                        48,320           40,888
PDP purchase accounting adjustment                                      23,290
Minimum pension liability                              (1,395)          (2,064)
Foreign tax credit                                     (1,109)          (1,057)
                                             ------------------   --------------

Deferred tax liability, net
  before valuation allowance                           60,825          33,119

Valuation allowance                                     1,109            1,057
                                             ------------------   --------------

Deferred tax liability, net                 $          61,934    $      34,176
                                             ==================   ==============

     It is management's assessment, based on the Company's earnings and
     projected future taxable income, that it is more likely than not that the
     deferred tax assets at December 31, 1996 and 1995, with the exception of
     the foreign tax credit, will be realized.

     Gross deferred income tax assets totaled $274 million and $301 million at
     December 31, 1996 and 1995, respectively. Gross deferred income tax
     liabilities totaled $336 million and $335 million at December 31, 1996 and
     1995, respectively.

     The Internal Revenue Service (IRS) is currently examining the Company's tax
     returns for 1991-1994. Management does not believe that there will be a
     material adverse effect on the financial statements as a result of pending
     tax matters.

                                       47
<PAGE>

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

9.   PENSION AND OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFIT PLANS

     PENSION PLANS

     The Company has a non-contributory, defined benefit pension plan covering
     substantially all of its employees. Retirement benefits are a function of
     both years of service and level of compensation. The Company also sponsors
     a non-qualified supplemental defined benefit plan to provide benefits in
     excess of amounts allowed pursuant to Internal Revenue Code Section
     401(a)(17). Phoenix's funding policy is to contribute annually an amount
     equal to at least the minimum required contribution in accordance with
     minimum funding standards established by the Employee Retirement Income
     Security Act of 1974. Contributions are intended to provide not only for
     benefits attributable to service to date, but also for service expected to
     be earned in the future.

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


<TABLE>
<CAPTION>
                                                                 1996             1995                1994
                                                                            (IN THOUSANDS)

     <S>                                                  <C>               <C>                <C>
     Service cost - benefits earned during the year       $        10,076   $          9,599    $        10,181
     Interest accrued on projected benefit obligation              22,660             19,880             19,181
     Actual return on assets                                      (38,788)           (62,567)           (18,073)
     Net amortization and deferral                                 17,318             45,807               (613)
                                                           ---------------   ----------------    ---------------

     Net periodic pension cost                            $        11,266   $         12,719    $        10,676
                                                           ===============   ================    ===============
</TABLE>

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

                                       48
<PAGE>

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

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

<TABLE>
<CAPTION>
                                                                                  DECEMBER 31,
                                                                         1996                       1995
                                                                                 (IN THOUSANDS)
     <S>                                                        <C>                    <C>
     Actuarial present value of 
       benefit obligations:

     Vested benefit obligation                                  $            213,148   $             171,077
     Non-vested benefit obligation                                            14,828                  16,248
                                                                 --------------------   ---------------------

    Accumulated benefit obligation                              $            227,976   $             187,325
                                                                 ====================   =====================

     Pension liability included in other liabilities:
     Projected benefit obligation                               $            261,886   $             227,585
     Plan assets at fair value                                               292,070                 267,013  
                                                                 --------------------   ---------------------

     Plan assets in excess of
        projected benefit obligation                                          30,184                  39,428
     Unrecognized net gain from past experience                              (52,312)                (46,960)
     Unrecognized prior service benefit                                         (240)                   (273)
     Unamortized transition asset                                            (19,745)                (22,214)
                                                                 --------------------   ---------------------

     Net pension liability                                      $            (42,113)  $             (30,019)
                                                                 ====================   =====================
</TABLE>

     At December 31, 1996 and 1995, the non-qualified plan was unfunded and had
     projected benefit obligations of $50.0 million and $43.4 million,
     respectively. The accumulated benefit obligations as of December 31, 1996
     and 1995 related to this plan were $37.4 million and $36.2 million,
     respectively, and are included in other liabilities.

     The Company recorded, as a reduction of policyholders' equity, an
     additional minimum pension liability of $2.8 million and $3.8 million, net
     of Federal income taxes, at December 31, 1996 and 1995, respectively,
     representing the excess of accumulated benefit obligations over the fair
     value of plan assets and accrued pension liabilities for the non-qualified
     plan. The Company has also recorded an intangible asset of $19.8 million
     and $22.5 million as of December 31, 1996 and 1995 related to pension plan
     benefits.

     The discount rate and rate of increase in future compensation levels used
     in determining the actuarial present value of the projected benefit
     obligation were 7.5% and 4.5%, for 1996 and 8.0% and 5.0% for 1995. The
     discount rate assumption for 1996 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%.


                                       49
<PAGE>

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

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

     The Company 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. The Company 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, 1996, 1995 and 1994 were $4.2
     million, $4.2 million and $4.0 million, respectively.

     OTHER POSTRETIREMENT BENEFIT PLANS

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

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

     The plan's funded status reconciled with amounts recognized in the
     Company's consolidated balance sheet, were as follows:

<TABLE>
<CAPTION>
                                                                    DECEMBER 31,
                                                               1996                1995

                                                                    (IN THOUSANDS)
     <S>                                                <C>                 <C>
     Accumulated postretirement 
        benefit obligation:
     Retirees                                           $          30,576   $          37,900
     Fully eligible active plan participants                       11,466              10,500
     Other active plan participants                                21,614              24,856
                                                         -----------------   -----------------
                                                                   63,656              73,256
     Unrecognized net gain
        from past experience                                       29,173              14,102
                                                         -----------------   -----------------

     Accrued postretirement benefit liability           $          92,829   $          87,358
                                                         =================   =================
</TABLE>

                                       50
<PAGE>

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



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

<TABLE>
<CAPTION>
                                                             1996              1995              1994
                                                                          (in thousands)


     <S>                                               <C>               <C>               <C>
     Service cost - benefits earned during year        $         2,765   $         3,366   $         2,942
     Interest cost accrued on benefit obligation                 4,547             5,275             5,179
     Net amortization                                           (1,577)             (458)
                                                        ---------------   ---------------   ---------------

     Net periodic postretirement benefit cost          $         5,735   $         8,183   $         8,121
                                                        ===============   ===============   ===============
</TABLE>


     In addition to the net periodic postretirement benefit cost, the Company
     expensed an additional $3.0 million for postretirement benefits related to
     the early retirement window.

     The discount rate used in determining the accumulated postretirement
     benefit obligation was 7.5% at December 31, 1996 and 8.0% at December 31,
     1995.

     For purposes of measuring the accumulated postretirement benefit obligation
     at December 31, 1996, health care costs were assumed to increase 9.5% in
     1997, declining thereafter until the ultimate rate of 5.5% is reached in
     2002 and remains at that level thereafter. For purposes of measuring the
     accumulated postretirement benefit obligation at December 31, 1995, health
     care costs were assumed to increase 11% in 1996, declining thereafter until
     the ultimate rate of 5.5% is reached in 2002 and remained at that level
     thereafter. The health care cost trend rate assumption has a significant
     effect on the amounts reported. For example, increasing the assumed health
     care cost trend rates by one percentage point in each year would increase
     the accumulated postretirement benefit obligation by $3.9 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

     The Company recognizes the costs and obligations of severance, disability
     and related life insurance and health care benefits to be paid to inactive
     or former employees after employment but before retirement. Postemployment
     benefit expense was $.6 million for 1996, $.5 million for 1995 and $(1.9)
     million for 1994.

                                       51
<PAGE>

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

10.  SEGMENT INFORMATION

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

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

<TABLE>
<CAPTION>
                                                                        DECEMBER 31,
                                                       1996                  1995                1994
                                                                      (IN THOUSANDS)

     <S>                                       <C>                   <C>                  <C>
     REVENUES
     Individual                                $          1,796,572  $        1,752,338   $       1,643,074
     Group Life and Health                                  462,551             421,771             409,883
     Life Reinsurance                                       143,314             128,813             102,120
     General Lines Brokerage                                 61,809              40,977              22,382
     Securities Management                                  164,966             112,206             104,429
     Real Estate Management                                  13,550              13,562              12,439
     Other Operations                                        82,273              48,873              10,400
                                               ---------------------  ------------------   -----------------
     Total                                     $          2,725,035  $        2,518,540   $       2,304,727
                                               =====================  ==================   =================

                                                                        DECEMBER 31,
                                                       1996                  1995                1994
                                                                      (IN THOUSANDS)

     OPERATING INCOME
     Individual                                $             65,226  $           45,858   $          23,306
     Group Life and Health                                    9,092              17,422              14,584
     Life Reinsurance                                         7,993              17,391              11,492
     General Lines Brokerage                                 (2,935)             (1,887)               (521)
     Securities Management                                   27,506              23,667              27,285
     Real Estate Management                                  (3,783)               (184)                727
     Other Operations                                        85,862              15,204              (6,146)
                                               ---------------------  ------------------   -----------------
     Total                                     $            188,961  $          117,471   $          70,727
                                               =====================  ==================   =================
</TABLE>



                                                      DECEMBER 31,
                                               1996                  1995
                                                     (IN THOUSANDS)           
     IDENTIFIABLE ASSETS
     Individual                        $         13,547,132  $       12,104,989
     Group Life and Health                          590,545             542,139
     Life Reinsurance                               294,441             273,036
     General Lines Brokerage                        117,340             115,558
     Securities Management                          294,803             811,438
     Real Estate Management                         319,406             297,166
     Other Operations                               289,381             293,151
                                       ---------------------  ------------------
     Total                             $         15,453,048  $       14,437,477
                                       =====================  ==================

                                       52
<PAGE>

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

11.   LEASES AND RENTALS

      Rental expenses for operating leases, principally with respect to
      buildings, amounted to $14.8 million, $14.6 million and $13.8 million in
      1996, 1995, and 1994, respectively. Future minimum rental payments under
      non-cancelable operating leases were approximately $41.9 million as of
      December 31, 1996, payable as follows: 1997 - $15.8 million; 1998 - $11.6
      million; 1999 - $7.5 million; 2000 - $4.7 million; 2001 - $1.8 million;
      and $.5 million thereafter.

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. The
      maximum amount of individual life insurance retained by the Company on any
      one life is $8,000,000 for single life and joint first-to-die policies and
      $10,000,000 for joint last-to-die policies, with excess amounts ceded to
      reinsurers. For reinsurance ceded, the Company remains liable in the event
      that assuming reinsurers are unable to meet the contractual obligations.
      Amounts recoverable from reinsurers are estimated in a manner consistent
      with the claim liability associated with the reinsured policy.


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

<TABLE>
<CAPTION>
                                                             1996                 1995                  1994
                                                                              (IN THOUSANDS)
     <S>                                             <C>                  <C>                  <C>
     Direct premiums                                 $         1,473,869  $         1,455,459  $          1,455,467
     Reinsurance assumed                                         276,630              271,498               205,387
     Reinsurance ceded                                          (231,677)            (270,082)             (264,852)
                                                     --------------------  -------------------  --------------------
     Net premiums                                    $         1,518,822  $         1,456,875  $          1,396,002
                                                     ====================  ===================  ====================

     Direct policy and contract claims incurred      $           575,824  $           605,545  $            610,004
     Reinsurance assumed                                         170,058              256,529               167,276
     Reinsurance ceded                                          (160,646)            (292,357)            ( 217,911)
                                                     --------------------  -------------------  --------------------
     Net policy and contract claims incurred        $            585,236  $           569,717  $            559,369
                                                     ====================  ===================  ====================

     Direct life insurance in force                 $       108,816,856   $       102,606,749  $         95,717,768
     Reinsurance assumed                                     61,109,836            36,724,852            27,428,529
     Reinsurance ceded                                      (51,525,976)          (34,093,090)          (24,372,415)
                                                     --------------------  -------------------  --------------------
     Net insurance in force                         $       118,400,716   $       105,238,511  $         98,773,882
                                                     ====================  ===================  ====================
</TABLE>

       Irrevocable letters of credit aggregating $5.2 million at December 31,
       1996 have been arranged with United States commercial banks in favor of
       Phoenix to collateralize the ceded reserves.

                                       53
<PAGE>

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

13.    DEFERRED POLICY ACQUISITION COSTS

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

<TABLE>
<CAPTION>
                                                            1996                 1995                 1994
                                                                            (IN THOUSANDS)

     <S>                                            <C>                  <C>                  <C>
     Balance at beginning of year                   $          816,128   $        1,128,227   $          832,839
     Acquisition expense deferred                              153,873              143,519              150,326
     Amortized to expense during the year                      (95,255)            (113,788)            (147,361)
     Adjustment to equity during the year                       51,528             (341,830)             292,423
                                                     ------------------   ------------------   ------------------

     Balance at end of year                         $          926,274   $          816,128   $        1,128,227
                                                     ==================   ==================   ==================
</TABLE>

14.    MINORITY INTEREST

       The Company's interests in Phoenix Duff and Phelps Corporation and
       American Phoenix Corporation, through its wholly-owned subsidiary PM
       Holdings is represented by ownership of approximately 60% and 92%,
       respectively, of the outstanding shares of common stock at December 31,
       1996. Earnings and stockholders' equity attributable to minority
       shareholders are included in minority interest in the consolidated
       financial statements along with PDP's preferred stock.

15.    CONTINGENCIES

       FINANCIAL GUARANTEES

       The Company is contingently liable for financial guarantees provided in
       the ordinary course of business on the repayment of principal and
       interest on certain industrial revenue bonds. The contractual amounts of
       financial guarantees reflect the Company's maximum exposure to credit
       loss in the event of nonperformance. The principal amount of bonds
       guaranteed by the Company at December 31, 1996 and 1995 was $88.8 million
       and $87.6 million, respectively. Management believes that any loss
       contingencies which may arise from the Company's financial guarantees
       would not have a material adverse effect on the Company's liquidity or
       financial condition.

       LITIGATION

     In 1996, the Company announced the settlement of a class action suit which
     was approved by a New York State Supreme Court judge on January 3, 1997.
     The suit related to the sale of individual participating life insurance and
     universal life insurance policies from 1980 to 1995. An after tax provision
     of $25 million was recorded in 1995. In addition, $7 million after-tax was
     expensed in 1996. The Company estimates the cost of settlement to be
     between $35 million and $40 million after tax. Management believes, after
     consideration of the provisions made in these financial statements, this
     suit will not have a material effect on the Company's financial position.

                                       54
<PAGE>

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


       The Company 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 the Company's consolidated financial
       position.

16.    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, 1996, there were no
       material practices not prescribed by the Insurance Department of the
       State of New York. Statutory surplus differs from policyholders' equity
       reported in accordance with GAAP for life insurance companies primarily
       because policy acquisition costs are expensed when incurred, investment
       reserves are based on different assumptions, 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 the Company as
       reported to regulatory authorities to the net income as reported in these
       financial statements for the year ended December 31:

<TABLE>
<CAPTION>
                                                                1996                1995              1994
                                                                             (IN THOUSANDS)

     <S>                                                 <C>                  <C>                <C>
     Statutory net income                                $           72,961   $         64,198   $       4,152
     Deferred policy acquisition costs, net                          58,618             29,766           2,965
     Future policy benefits                                         (16,793)           (15,763)         (3,443)
     Pension and postretirement expenses                            (23,275)           (12,691)         (8,350)
     Investment valuation allowances                                 76,631             56,745          60,747
     Interest maintenance reserve                                    (5,158)             5,829         (19,545)
     Deferred income taxes                                          (67,064)           (10,021)        (11,626)
     Other, net                                                       4,808             (4,314)          5,778
                                                          -----------------   ----------------   --------------

     Net income, as reported                             $          100,728   $        113,749   $      30,678
                                                          =================   ================   ==============
</TABLE>

                                       55
<PAGE>

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

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

                                                           DECEMBER 31,
                                                      1996             1995
                                                          (IN THOUSANDS)


     Statutory surplus and AVR                $      1,102,200   $      875,322
     Deferred policy acquisition costs, net            897,096          864,505
     Future policy benefits                           (239,252)        (249,141)
     Pension and postretirement expenses              (152,112)        (133,452)
     Investment valuation allowances                  (139,562)        (171,889)
     Interest maintenance reserve                        6,897           11,872
     Deferred income taxes                              82,069           87,418
     Surplus notes                                    (157,500)
     Other, net                                         (2,367)          (3,048)
                                              -----------------   --------------
     Equity, as reported                      $       1,397,469  $    1,281,587
                                              =================   ==============

                                       56
<PAGE>





PHOENIX HOME LIFE VARIABLE
UNIVERSAL LIFE ACCOUNT

   
FINANCIAL STATEMENTS
DECEMBER 3 , 1996
    


                                       57

<PAGE>

                     STATEMENT OF ASSETS AND LIABILITIES 
                              December 31, 1996 

<TABLE>
<CAPTION>
                                                                                            Multi-Sector 
                                                              Money Market      Growth      Fixed Income 
                                                              Sub-Account    Sub-Account    Sub-Account 
                                                             -------------- --------------  -------------- 
<S>                                                          <C>            <C>             <C>
Assets 
 Investments at cost                                           $ 978,519     $22,876,322     $3,149,790 
                                                                =========      =========      ========= 
 Investment in The Phoenix Edge Series Fund, at market         $ 978,519     $28,350,034     $3,331,209 
                                                                ---------      ---------      --------- 
  Total assets                                                   978,519      28,350,034      3,331,209 
Liabilities 
 Accrued expenses to related party                                   416          12,178          1,411 
                                                                ---------      ---------      --------- 
Net assets                                                     $ 978,103     $28,337,856     $3,329,798 
                                                                =========      =========      ========= 
Accumulation units outstanding                                   587,306       7,871,230      1,433,300 
                                                                =========      =========      ========= 
Unit value                                                     $1.665406     $  3.600181     $ 2.323169 
                                                                =========      =========      ========= 
</TABLE>

<TABLE>
<CAPTION>
                                                              Total Return   International     Balanced 
                                                              Sub-Account     Sub-Account     Sub-Account 
                                                             -------------- ---------------  -------------- 
<S>                                                          <C>            <C>              <C>
Assets 
 Investments at cost                                          $14,349,994     $  982,452       $ 325,164 
                                                                =========      =========       ========= 
 Investment in The Phoenix Edge Series Fund, at market        $15,266,717      $1,367,812      $ 366,385 
                                                                ---------      ---------       --------- 
  Total assets                                                 15,266,717      1,367,812         366,385 
Liabilities 
 Accrued expenses to related party                                  6,530            568             155 
                                                                ---------      ---------       --------- 
Net assets                                                    $15,260,187     $1,367,244       $ 366,230 
                                                                =========      =========       ========= 
Accumulation units outstanding                                  6,343,059        821,781         239,440 
                                                                =========      =========       ========= 
Unit value                                                    $  2.405809     $ 1.663758       $1.529526 
                                                                =========      =========       ========= 
</TABLE>

<TABLE>
<CAPTION>
                                                              Real Estate   Strategic Theme 
                                                              Sub-Account     Sub-Account 
                                                             --------------  --------------- 
<S>                                                          <C>             <C>
Assets 
 Investments at cost                                           $  10,206       $ 206,975 
                                                                =========      ========= 
 Investment in The Phoenix Edge Series Fund, at market         $  12,454       $ 208,893 
                                                                ---------      --------- 
  Total assets                                                    12,454         208,893 
Liabilities 
 Accrued expenses to related party                                     5              90 
                                                                ---------      --------- 
Net assets                                                     $  12,449       $ 208,803 
                                                                =========      ========= 
Accumulation units outstanding                                     9,514         208,296 
                                                                =========      ========= 
Unit value                                                     $1.308395       $1.002434 
                                                                =========      ========= 
</TABLE>

<TABLE>
<CAPTION>
<S>                                                        <C>               <C>
                                                              Wanger            Wanger 
                                                            International        U.S. 
                                                             Small Cap         Small Cap 
                                                             Sub-Account       Sub-Account 
                                                            ---------------  --------------- 
Assets 
 Investments at cost                                          $   9,941        $  15,188 
                                                              =========         ========= 
 Investment in Wanger Advisors Trust, at market               $  10,200        $  15,517 
                                                              ---------         --------- 
  Total assets                                                   10,200           15,517 
Liabilities 
 Accrued expenses to related party                                    2                2 
                                                              ---------         --------- 
Net assets                                                    $  10,198        $  15,515 
                                                              =========         ========= 
Accumulation units outstanding                                    9,941           15,188 
                                                              =========         ========= 
Unit value                                                    $1.025920        $1.021523 
                                                              =========         ========= 
</TABLE>

                       See Notes to Financial Statements

                                       58
<PAGE> 

                           STATEMENT OF OPERATIONS 
                    For the period ended December 31, 1996 

<TABLE>
<CAPTION>
                                                                                       Multi-Sector 
                                                         Money Market      Growth      Fixed Income 
                                                          Sub-Account    Sub-Account    Sub-Account 
                                                        -------------- --------------  -------------- 
<S>                                                     <C>            <C>             <C>
Investment income 
  Distributions                                             $40,562      $  258,317      $235,922 
Expenses 
 Mortality and expense risk charges                           4,141         134,420        15,953 
                                                            --------       --------       -------- 
Net investment income                                        36,421         123,897       219,969 
                                                            --------       --------       -------- 
Net realized gain (loss) from share transactions                 --           9,313        (1,910) 
Net realized gain distribution from Fund                         --       1,896,575        98,546 
Net unrealized appreciation on investment                        --       1,035,122        33,342 
                                                            --------       --------       -------- 
Net gain on investments                                          --       2,941,010       129,978 
                                                            --------       --------       -------- 
Net increase in net assets resulting from operations        $36,421      $3,064,907      $349,947 
                                                            ========       ========       ======== 
</TABLE>

<TABLE>
<CAPTION>
                                                         Total Return   International      Balanced 
                                                          Sub-Account    Sub-Account     Sub-Account 
                                                        -------------- ---------------  -------------- 
<S>                                                     <C>            <C>              <C>
Investment income                                         $ 
  Distributions                                              324,203       $ 19,608        $  9,521 
Expenses 
 Mortality and expense risk charges                           74,618          6,589           1,696 
                                                            --------       --------        -------- 
Net investment income                                        249,585         13,019           7,825 
                                                            --------       --------        -------- 
Net realized gain from share transactions                      8,732          5,574           2,781 
Net realized gain distribution from Fund                     948,107         30,399          31,838 
Net unrealized appreciation (depreciation) on 
  investment                                                   9,110        165,636         (10,943) 
                                                            --------       --------        -------- 
Net gain on investments                                      965,949        201,609          23,676 
                                                            --------       --------        -------- 
Net increase in net assets resulting from operations      $1,215,534       $214,628        $ 31,501 
                                                            ========       ========        ======== 
</TABLE>

<TABLE>
<CAPTION>
                                                          Real Estate   Strategic Theme 
                                                         Sub-Account(1)  Sub-Account(1) 
                                                        --------------- --------------- 
<S>                                                        <C>             <C>   
Investment income 
  Distributions                                              $   161         $  866 
Expenses 
 Mortality and expense risk charges                              24             559 
                                                            --------        -------- 
Net investment income                                           137             307 
                                                            --------        -------- 
Net realized gain from share transactions                         3           1,731 
Net realized gain distribution from Fund                        132              -- 
Net unrealized appreciation on investment                     2,248           1,918 
                                                            --------        -------- 
Net gain on investments                                       2,383           3,649 
                                                            --------        -------- 
Net increase in net assets resulting from operations         $2,520          $3,956 
                                                            ========        ======== 
</TABLE>

<TABLE>
<CAPTION>
                                                               Wanger          Wanger 
                                                            International       U.S. 
                                                              Small Cap       Small Cap 
                                                           Sub-Account(2)  Sub-Account(2) 
                                                          ---------------  --------------- 
<S>                                                            <C>             <C>
Investment income 
  Distributions                                                 $ --            $ -- 
Expenses 
 Mortality and expense risk charges                                2               2 
                                                                ------          ------ 
Net investment loss                                               (2)             (2) 
                                                                ------          ------ 
Net unrealized appreciation on investment                        259             329 
                                                                ------          ------ 
Net gain on investments                                          259             329 
                                                                ------          ------ 
Net increase in net assets resulting from operations            $257            $327 
                                                                ======          ====== 
</TABLE>

(1) From inception May 1, 1996 to December 31, 1996 
(2) From inception December 19, 1996 to December 31, 1996 

                      See Notes to Financial Statements 

                                       59
<PAGE> 

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

<TABLE>
<CAPTION>
                                                                                   Multi-Sector 
                                                     Money Market      Growth      Fixed Income 
                                                     Sub-Account    Sub-Account    Sub-Account 
                                                   -------------- --------------  -------------- 
<S>                                                <C>            <C>             <C>
From operations 
 Net investment income                               $    36,421    $   123,897     $  219,969 
 Net realized gain                                            --      1,905,888         96,636 
 Net unrealized appreciation                                  --      1,035,122         33,342 
                                                     -----------    -----------    ----------- 
 Net increase in net assets resulting from 
  operations                                              36,421      3,064,907        349,947 
                                                     -----------    -----------    ----------- 
From accumulation unit transactions 
 Participant deposits                                    634,438        452,681         14,305 
 Participant transfers                                (1,421,417)       969,934        199,755 
 Participant withdrawals                                 (40,436)      (760,557)       (79,930) 
                                                     -----------    -----------    ----------- 
 Net increase (decrease) in net assets resulting 
  from participant transactions                         (827,415)       662,058        134,130 
                                                     -----------    -----------    ----------- 
 Net increase (decrease) in net assets                  (790,994)     3,726,965        484,077 
Net assets 
 Beginning of period                                   1,769,097     24,610,891      2,845,721 
                                                     -----------    -----------    ----------- 
 End of period                                       $   978,103    $28,337,856     $3,329,798 
                                                     ===========    ===========    =========== 
</TABLE>

<TABLE>
<CAPTION>
                                                     Total Return   International     Balanced 
                                                     Sub-Account     Sub-Account    Sub-Account 
                                                   -------------- ---------------   -------------- 
<S>                                                  <C>            <C>               <C>
From operations 
 Net investment income                               $   249,585     $   13,019       $  7,825 
 Net realized gain                                       956,839         35,973         34,619 
 Net unrealized appreciation (depreciation)                9,110        165,636        (10,943) 
                                                     -----------     -----------    ----------- 
 Net increase in net assets resulting from 
  operations                                           1,215,534        214,628         31,501 
                                                     -----------     -----------    ----------- 
From accumulation unit transactions 
 Participant deposits                                     86,027         10,839          3,413 
 Participant transfers                                  (186,193)       183,042         (1,861) 
 Participant withdrawals                                (514,891)      (190,854)       (20,610) 
                                                     -----------     -----------    ----------- 
 Net increase (decrease) in net assets resulting 
  from participant transactions                         (615,057)         3,027        (19,058) 
                                                     -----------     -----------    ----------- 
 Net increase in net assets                              600,477        217,655         12,443 
Net assets 
 Beginning of period                                  14,659,710      1,149,589        353,787 
                                                     -----------     -----------    ----------- 
 End of period                                       $15,260,187     $1,367,244       $366,230 
                                                     ===========     ===========    =========== 
</TABLE>

                       See Notes to Financial Statements

                                       60
<PAGE> 

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

<TABLE>
<CAPTION>
                                                      Real Estate   Strategic Theme 
                                                    Sub-Account(1)  Sub-Account(1) 
                                                   ---------------  --------------- 
<S>                                                    <C>              <C> 
From operations 
 Net investment income                                  $   137        $    307 
 Net realized gain                                          135           1,731 
 Net unrealized appreciation                              2,248           1,918 
                                                      -----------     ----------- 
 Net increase in net assets resulting from 
  operations                                              2,520           3,956 
                                                      -----------     ----------- 
From accumulation unit transactions 
 Participant deposits                                     7,496          14,491 
 Participant transfers                                    2,604         231,488 
 Participant withdrawals                                   (171)        (41,132) 
                                                      -----------     ----------- 
 Net increase in net assets resulting from 
  participant transactions                                9,929         204,847 
                                                      -----------     ----------- 
 Net increase in net assets                              12,449         208,803 
Net assets 
 Beginning of period                                         --              -- 
                                                      -----------     ----------- 
 End of period                                          $12,449        $208,803 
                                                      ===========     =========== 
</TABLE>

<TABLE>
<CAPTION>
                                                        Wanger          Wanger 
                                                     International       U.S. 
                                                       Small Cap       Small Cap 
                                                    Sub-Account(2)  Sub-Account(2) 
                                                   ---------------  --------------- 
<S>                                                    <C>              <C>   
From operations 
 Net investment loss                                    $    (2)        $    (2) 
 Net unrealized appreciation                                259             329 
                                                      -----------     ----------- 
 Net increase in net assets resulting from 
  operations                                                257             327 
                                                      -----------     ----------- 
From accumulation unit transactions 
 Participant deposits                                        --              -- 
 Participant transfers                                    9,941          15,188 
 Participant withdrawals                                     --              -- 
                                                      -----------     ----------- 
 Net increase in net assets resulting from 
  participant transactions                                9,941          15,188 
                                                      -----------     ----------- 
 Net increase in net assets                              10,198          15,515 
Net assets 
 Beginning of period                                         --              -- 
                                                      -----------     ----------- 
 End of period                                          $10,198         $15,515 
                                                      ===========     =========== 
</TABLE>

(1) From inception May 1, 1996 to December 31, 1996 
(2) From inception December 19, 1996 to December 31, 1996 

                      See Notes to Financial Statements 

                                       61
<PAGE> 

                      STATEMENT OF CHANGES IN NET ASSETS 
                     For the year ended December 31, 1995 

<TABLE>
<CAPTION>
                                                     Money Market      Growth          Bond 
                                                     Sub-Account    Sub-Account    Sub-Account 
                                                   -------------- --------------   -------------- 
<S>                                                  <C>            <C>            <C>
From operations 
 Net investment income                               $    33,362    $   131,601     $  186,204 
 Net realized gain                                            --      2,619,811          1,620 
 Net unrealized appreciation                                  --      2,956,232        301,487 
                                                     -----------    -----------    ----------- 
 Net increase in net assets resulting from 
  operations                                              33,362      5,707,644        489,311 
                                                     -----------    -----------    ----------- 
From accumulation unit transactions 
 Participant deposits                                  2,512,707        201,627         14,324 
 Participant transfers                                (1,044,988)       545,333        836,912 
 Participant withdrawals                                (360,811)      (575,241)       (76,771) 
                                                     -----------    -----------    ----------- 
 Net increase in net assets resulting from 
  participant transactions                             1,106,908        171,719        774,465 
                                                     -----------    -----------    ----------- 
 Net increase in net assets                            1,140,270      5,879,363      1,263,776 
Net assets 
 Beginning of period                                     628,827     18,731,528      1,581,945 
                                                     -----------    -----------    ----------- 
 End of period                                       $ 1,769,097    $24,610,891     $2,845,721 
                                                     ===========    ===========    =========== 
</TABLE>

<TABLE>
<CAPTION>
                                                     Total Return   International     Balanced 
                                                     Sub-Account     Sub-Account    Sub-Account 
                                                   -------------- ---------------   -------------- 
<S>                                                  <C>             <C>             <C>
From operations 
 Net investment income (loss)                        $   378,640     $   (2,042)      $  9,911 
 Net realized gain                                       898,722            123          7,172 
 Net unrealized appreciation                             935,547         97,577         50,815 
                                                     -----------     -----------    ----------- 
 Net increase in net assets resulting from 
  operations                                           2,212,909         95,658         67,898 
                                                     -----------     -----------    ----------- 
From accumulation unit transactions 
 Participant deposits                                    176,526         25,671             82 
 Participant transfers                                  (140,439)      (274,219)       (19,445) 
 Participant withdrawals                                (479,778)       (94,246)       (17,165) 
                                                     -----------     -----------    ----------- 
 Net decrease in net assets resulting from 
  participant transactions                              (443,691)      (342,794)       (36,528) 
                                                     -----------     -----------    ----------- 
 Net increase (decrease) in net assets                 1,769,218       (247,136)        31,370 
Net assets 
 Beginning of period                                  12,890,492      1,396,725        322,417 
                                                     -----------     -----------    ----------- 
 End of period                                       $14,659,710     $1,149,589       $353,787 
                                                     ===========     ===========    =========== 
</TABLE>

                      See Notes to Financial Statements 

                                     62
<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 registered as a unit investment trust under the 
Investment Company Act of 1940, as amended. Policies offered by the Account 
have a death benefit, cash surrender value and loan privileges. The account 
was established January 1, 1987 and currently consists of ten Sub-Accounts, 
each of which invest in a corresponding series of The Phoenix Edge Series 
Fund and Wanger Advisors Trust ("the Funds"). 

  Each series has distinct investment objectives. The Money Market Series is a 
short-term investment fund, the Growth Series is a growth common stock fund, 
the Multi-Sector Fixed Income (formerly Bond) Series is a long-term debt 
fund, the Total Return Series invests in equity securities and long and 
short-term debt, the International Series invests primarily in an 
internationally diversified portfolio of equity securities, and the Balanced 
Series is a balanced fund which invests in growth stocks and at least 25% of 
its assets in fixed income senior securities. The Real Estate Series invests 
in marketable securities of publicly traded real estate investment trusts 
("REITs") and companies that are principally engaged in the real estate 
industry, the Strategic Theme Series invests in securities of companies 
believed to benefit from specific trends, the Wanger International Small Cap 
Series invests in securities of non-U.S. companies with a stock market 
capitalization of less than $1 billion and the Wanger U.S. Small Cap series 
invests in growth common stock of U.S. companies with stock market 
capitalization of less than $1 billion. Additionally, policyowners may also 
direct the allocation of their investments between the Account and the 
Guaranteed Interest Account of the general account of Phoenix. 

Note 2--Significant Accounting Policies 

  A. Valuation of Investments: Investments are made exclusively in the Funds 
and are valued at the net asset values per share of the respective Series. 

  B. Investment transactions and related income: Realized gains and losses 
include capital gain distributions from the Funds as well as gains and losses 
on sales of shares in the Funds determined on the LIFO (last in, first out) 
basis. 

  C. Income taxes: The Account is not a separate entity from Phoenix and under 
current federal income tax law, income arising from the Account is not taxed 
since reserves are established equivalent to such income. Therefore, no 
provision for related federal or state income taxes is required. 

  D. Distributions: Distributions are recorded as investment income on the 
ex-dividend date. 

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

  Purchases and sales of shares of the Funds for the period ended December 31, 
1996 aggregated the following: 
<TABLE>
<CAPTION>
 Sub-Account                      Purchases       Sales 
 ------------------------------- ------------  ------------- 
<S>                              <C>           <C>
The Phoenix Edge Series Fund: 
 Money Market                     $  887,185   $1,677,926 
 Growth                            3,766,336    1,081,280 
 Multi-Sector Fixed Income           715,251      262,345 
 Total Return                      1,287,385      703,996 
 International                       270,695      224,139 
 Balanced                             83,970       63,349 
 Real Estate                          10,383          180 
 Strategic Theme                     240,043       34,799 
Wanger Advisors Trust: 
 International Small Cap               9,941           -- 
 U.S. Small Cap                       15,188           -- 
</TABLE>

Note 4--Participant Accumulation Unit Transactions (in units) 
<TABLE>
<CAPTION>
                                                                    Sub-Account 
                                     ----------------------------------------------------------------------- 
                                         Money                   Multi-Sector      Total 
                                        Market       Growth      Fixed Income     Return      International 
                                      -----------  -----------  --------------  -----------  ---------------- 
<S>                                  <C>           <C>          <C>             <C>          <C>
Units outstanding, beginning of 
  period                               1,110,073    7,657,646     1,370,166      6,611,709        815,737 
Participant deposits                     389,078      135,971         6,619         37,637          6,899 
Participant transfers                   (886,759)     302,948        93,835        (82,219)       120,652 
Participant withdrawals                  (25,086)    (225,335)      (37,320)      (224,068)      (121,507) 
                                      -----------  -----------   -----------    -----------    ----------- 
Units outstanding, end of period         587,306    7,871,230     1,433,300      6,343,059        821,781 
                                      ===========  ===========   ===========    ===========    =========== 
</TABLE>

<TABLE>
<CAPTION>
                                                                  Sub-Account 
                                     -------------------------------------------------------------------- 
                                                    Real    Strategic  Wanger International   Wanger U.S. 
                                       Balanced    Estate     Theme          Small Cap         Small Cap 
                                     -----------  -------- -----------  -------------------- ------------- 
<S>                                   <C>         <C>       <C>               <C>              <C>
Units outstanding, beginning of 
  period                               254,460        --          --              --                -- 
Participant deposits                     2,386     7,241      14,840              --                -- 
Participant transfers                   (2,953)    2,434     235,391           9,941            15,188 
Participant withdrawals                (14,453)     (161)    (41,935)             --                -- 
                                       -------     -----     -------           -----            ------ 
Units outstanding, end of period       239,440     9,514     208,296           9,941            15,188 
                                       =======     =====     =======           =====            ====== 
</TABLE>

                                     63
<PAGE> 

              PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT 
                        NOTES TO FINANCIAL STATEMENTS 

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 75% of a policy's cash 
value during the first three policy years and up to 90% of cash value 
thereafter, with interest of 8% 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 7.25%. Loan repayments result in a 
transfer of collateral back to the Account. 

Note 6--Investment Advisory Fees and Related Party Transactions 

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

  The cost of insurance is charged to each policy on a monthly basis by a 
withdrawal of participant units prorated among the elected Sub-accounts. The 
amount charged to each policy depends on a number of variables including sex, 
age and risk class as well as the death benefit and cash value of the policy. 
Such costs aggregated $434,754 during the period ended December 31, 1996. 

  Upon partial surrender of a policy, a surrender fee of the lesser of $25 or 
2% of the partial surrender amount paid and a fraction of the balance of any 
unpaid acquisition expense allowance is deducted from the policy value and 
paid to Phoenix. 

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

  An acquisition expense allowance is paid to Phoenix over a ten year period 
from contract inception by a withdrawal of units. The acquisition expense 
allowance consists of a sales load of 5.5% of the issue premium to compensate 
Phoenix for distribution expenses incurred, an issue administration charge of 
1.0% of the issue premium to compensate Phoenix for underwriting and start-up 
expenses and premium taxes which currently range from 0.75% to 4% of premiums 
paid based on the state where the policyowner resides. In the event of a 
surrender before ten years, the unpaid balance of the acquisition expense 
allowance is deducted and paid to Phoenix. 

  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 0.50% of the average 
daily net assets of the Account for mortality and expense risks assumed. 

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. 

                                     64
<PAGE> 

                      REPORT OF INDEPENDENT ACCOUNTANTS 

[LOGOTYPE] Price Waterhouse LLP                                         [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 the Money Market 
Sub-Account, Growth Sub- Account, Multi-Sector Fixed Income Sub-Account 
(formerly the Bond Sub-Account), Total Return Sub-Account, International 
Sub-Account, Balanced Sub-Account, Real Estate Sub-Account, Strategic Theme 
Sub-Account, Wanger International Small Cap Sub-Account and Wanger U.S. Small 
Cap Sub-Account (constituting the Phoenix Home Life Variable Universal Life 
Account, hereafter referred to as the "Account") at December 31, 1996, the 
results of each of their operations for the periods then ended and the 
changes in each of their net assets for each of the periods indicated, in 
conformity with generally accepted accounting principles. These financial 
statements are the responsibility of the Account's management; our 
responsibility is to express an opinion on these financial statements based 
on our audits. We conducted our audits of these financial statements in 
accordance with generally accepted auditing standards which require that we 
plan and perform the audit to obtain reasonable assurance about whether the 
financial statements are free of material misstatement. An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements, assessing the accounting principles used and 
significant estimates made by management, and evaluating the overall 
financial statement presentation. We believe that our audits which included 
confirmation of investments at December 31, 1996 by correspondence with the 
Funds, provide a reasonable basis for the opinion expressed above. 

/s/ Price Waterhouse LLP 

Hartford, Connecticut 
February 12, 1997 

                                     65
<PAGE> 

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

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

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

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

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

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

                                       66

<PAGE>

APPENDIX A

THE GUARANTEED INTEREST ACCOUNT

   
    Contributions to the GIA under the Policy and transfers to the GIA become
part of the Phoenix 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 GIA. 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.

    Bi-weekly, Phoenix will set the excess interest rate, if any, that will
apply to amounts deposited to the GIA. That rate will remain in effect for such
deposits for an initial guarantee period of one full year from the date of
deposit. Upon expiration of the initial one-year guarantee period (and each
subsequent one-year guarantee period thereafter), the rate to be applied to any
deposits whose guaranteed period has just ended will be the same rate as is
applied to new deposits allocated to the GIA at that time. 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 POLICYOWNER ASSUMES THE RISK THAT
INTEREST CREDITED TO GIA ALLOCATIONS MAY NOT EXCEED THE MINIMUM GUARANTEE OF 4%
FOR ANY GIVEN YEAR.

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

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


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

                                       67

<PAGE>


                                   APPENDIX B

   
              ILLUSTRATIONS OF DEATH BENEFITS, ACCUMULATION VALUES,
                     CASH VALUES AND ACCUMULATED PREMIUMS.

    The tables illustrate how a Policy's death benefits, accumulation values and
cash values may vary over time assuming hypothetical gross (after tax)
investment return rates of 0%, 6% and 12%, i.e., the investment income and
capital gains and losses, realized or unrealized of the Fund is equivalent to
the assumed hypothetical gross annual investment return rates of 0%, 6% and 12%.
The tables are based on current or guaranteed mortality charges as indicated,
and on a single premium of $10,000.

1.  The illustration on page 69 is for a policy issued to a male nonsmoker age
    35 with the maximum amount of insurance under the contract.

2.  The illustration on page 71 is for a policy issued to a female nonsmoker age
    35 with the maximum amount of insurance under the contract.

3.  The illustration on page 73 is for a policy issued to a male nonsmoker age
    35 with the minimum amount of insurance under the contract.

4.  The illustration on page 75 is for a policy issued to a female nonsmoker age
    35 with the minimum amount of insurance under the contract.

    The death benefits, accumulation values and cash values would be different
from those shown if the actual gross investment return averaged 0%, 6% or 12%,
but fluctuated above or below the averaged rate at various points in time. These
benefits and values also would change if the assumptions underlying the
illustrations (for example age of the Insured, Insured's smoking status, premium
amount paid or Target Face Amount selected) were different.

    The death benefit, accumulation value and cash value amounts reflect the
following current or guaranteed maximum charges:
    

1.  Acquisition Expense Charge (see "Charges and Deductions--Acquisition
    Expense").

2.  Cost of Insurance Charge (see "Charges and Deductions--Cost of Insurance").

3.  Mortality and Expense Risk Charge, which is equal to .50%, on an annual
    basis, of the net asset value of the VUL Account (see "Charges and
    Deductions--Mortality and Expense Risk Charge").

   
    These illustrations also assume an average investment advisory fee of .72%
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 .21%. All other Fund expenses, except capital expenses, are assumed
by the Advisers or by Phoenix. Management may decide to limit the amount of
expense reimbursement in the future. If expense reimbursement had not been in
place for the fiscal year ended December 31, 1996, total operating expenses for
the Growth, Multi-Sector, Allocation, Money Market, Balanced, Real Estate,
Theme, Asia, International, U.S. Small Cap and International Small Cap Series
would have been approximately .72%, .67%, .70%, .55%, .68%, 1.43%, 1.28%, 2.87%,
1.04%, 1.21% and 1.79%, respectively, of the average net assets of the Series.
(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 -1.42%, 4.55% and 10.52%, respectively.

    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
Deduction--Other Charges--Taxes.")
    

    The second column of each table shows the amount that would accumulate if an
amount equal to the Single Premium were invested to earn interest, after taxes,
at 5% compounded annually.

    A comparable illustration based on a proposed Insured's age and sex and a
proposed Death Benefit and single premium is available upon request. In states
where cost of insurance rates are not based on the insured's sex, the tables
designated "male" apply to all standard risk insureds who are nonsmokers.

                                       68

<PAGE>

   
<TABLE>
<CAPTION>

                                                                                                                         PAGE 1 OF 2
                                                                                                                    PREMIUM: $10,000
                                                                                                         TARGET FACE AMOUNT: $53,813
                                                                                                       MINIMUM FACE AMOUNT RIDER: $0
MALE 35 NONSMOKER


                                           THE PHOENIX EDGE--A VARIABLE UNIVERSAL LIFE POLICY

                                                         ASSUMING CURRENT CHARGES


                                   CASH                               CASH                             CASH
           PREMIUM    ACCOUNT    SURRENDER    DEATH      ACCOUNT    SURRENDER   DEATH     ACCOUNT    SURRENDER    DEATH
           ACCUM.      VALUE       VALUE     BENEFIT      VALUE      VALUE     BENEFIT     VALUE       VALUE     BENEFIT
  YEAR      @ 5%        @ 0%       @ 0%       @ 0%        @ 6%        @ 6%      @ 6%       @ 12%       @ 12%      @ 12%
- --------  ---------  ----------  ---------  ---------  -----------  --------  ---------  ---------   ---------  ---------
<S>    <C>   <C>          <C>        <C>       <C>          <C>        <C>       <C>        <C>         <C>        <C>   
       1     10,500       9,734      8,947     50,914       10,326     9,539     53,995     10,918      10,131     57,061
       2     11,025       9,473      8,774     47,931       10,666     9,966     54,159     11,929      11,229     60,725
       3     11,576       9,217      8,604     45,129       11,019    10,406     54,298     13,040      12,428     64,534
       4     12,155       8,964      8,439     42,498       11,385    10,860     54,412     14,263      13,738     68,501
       5     12,763       8,714      8,277     40,029       11,766    11,328     54,506     15,606      15,169     72,642

       6     13,401       8,462      8,112     37,681       12,150    11,800     54,538     17,069      16,720     76,911
       7     14,071       8,213      7,950     35,477       12,548    12,286     54,550     18,675      18,413     81,373
       8     14,775       7,953      7,778     33,354       12,938    12,763     54,457     20,402      20,227     85,905
       9     15,513       7,697      7,610     31,359       13,339    13,252     54,341     22,293      22,205     90,633
      10     16,289       7,446      7,446     29,492       13,754    13,754     54,213     24,364      24,364     95,588

      11     17,103       7,271      7,271     27,693       14,245    14,245     53,990     26,675      26,675    100,632
      12     17,959       7,099      7,099     26,001       14,751    14,751     53,762     29,198      29,198    105,928
      13     18,857       6,929      6,929     24,413       15,270    15,270     53,534     31,953      31,953    111,503
      14     19,799       6,762      6,762     22,921       15,805    15,805     53,308     34,960      34,960    117,373
      15     20,789       6,598      6,598     21,522       16,354    16,354     53,084     38,240      38,240    123,554

      16     21,829       6,436      6,436     20,208       16,918    16,918     52,861     41,819      41,819    130,062
      17     22,920       6,276      6,276     18,974       17,496    17,496     52,641     45,718      45,718    136,916
      18     24,066       6,118      6,118     17,817       18,089    18,089     52,425     49,965      49,965    144,141
      19     25,270       5,961      5,961     16,731       18,694    18,694     52,212     54,585      54,585    151,753
      20     26,533       5,806      5,806     15,713       19,311    19,311     52,003     59,607      59,607    159,776

    @ 65     43,219       4,357      4,357      8,433       26,088    26,088     50,252    140,320     140,320    269,040
</TABLE>

Death benefit, accumulation value and Cash Value are based on the hypothetical
gross percentage rates shown, assume current and guaranteed mortality charges,
no policy loans or withdrawals have been made, and are calculated at the end of
the Policy Year. Values shown reflect an effective annual asset charge of 1.43%
(includes average fund operating expenses of 0.93% and mortality and expense
risk charge of 0.5%). Hypothetical gross percentage rates are illustrative only
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 rates illustrated.
    

Assumes premium tax of 2.25%.

                                       69
<PAGE>

   
<TABLE>
<CAPTION>

                                                                                                                         PAGE 2 OF 2
                                                                                                                    PREMIUM: $10,000
                                                                                                         TARGET FACE AMOUNT: $53,813
                                                                                                       MINIMUM FACE AMOUNT RIDER: $0
MALE 35 NONSMOKER


                                           THE PHOENIX EDGE--A VARIABLE UNIVERSAL LIFE POLICY

                                                        ASSUMING GUARANTEED CHARGES


                                   CASH                               CASH                             CASH
           PREMIUM    ACCOUNT    SURRENDER    DEATH      ACCOUNT    SURRENDER   DEATH     ACCOUNT    SURRENDER    DEATH
           ACCUM.      VALUE       VALUE     BENEFIT      VALUE      VALUE     BENEFIT     VALUE       VALUE     BENEFIT
  YEAR      @ 5%        @ 0%       @ 0%       @ 0%        @ 6%        @ 6%      @ 6%       @ 12%       @ 12%      @ 12%
- --------  ---------  ----------  ---------  ---------  -----------  --------  ---------  ---------   ---------  ---------
<S>    <C>   <C>          <C>        <C>       <C>          <C>        <C>       <C>        <C>         <C>        <C>   
       1     10,500       9,698      8,911     50,725       10,288     9,501     53,795     10,878      10,090     56,850
       2     11,025       9,403      8,703     47,560       10,586     9,886     53,742     11,839      11,139     60,259
       3     11,576       9,112      8,500     44,597       10,894    10,281     53,662     12,891      12,279     63,781
       4     12,155       8,827      8,302     41,824       11,211    10,686     53,555     14,043      13,518     67,428
       5     12,763       8,546      8,109     39,228       11,537    11,100     53,425     15,302      14,865     71,209

       6     13,401       8,270      7,920     36,799       11,873    11,523     53,273     16,679      16,329     75,137
       7     14,071       7,997      7,735     34,525       12,219    11,956     53,100     18,184      17,921     79,222
       8     14,775       7,729      7,554     32,396       12,573    12,398     52,909     19,828      19,653     83,477
       9     15,513       7,464      7,377     30,403       12,938    12,850     52,701     21,623      21,535     87,912
      10     16,289       7,204      7,204     28,538       13,312    13,312     52,477     23,584      23,584     92,543

      11     17,103       7,034      7,034     26,790       13,785    13,785     52,245     25,817      25,817     97,396
      12     17,959       6,866      6,866     25,148       14,271    14,271     52,015     28,254      28,254    102,503
      13     18,857       6,701      6,701     23,607       14,771    14,771     51,785     30,914      30,914    107,878
      14     19,799       6,538      6,538     22,161       15,285    15,285     51,557     33,816      33,816    113,536
      15     20,789       6,378      6,378     20,803       15,813    15,813     51,329     36,982      36,982    119,489

      16     21,829       6,219      6,219     19,529       16,355    16,355     51,103     40,433      40,433    125,755
      17     22,920       6,063      6,063     18,332       16,910    16,910     50,877     44,192      44,192    132,350
      18     24,066       5,909      5,909     17,209       17,477    17,477     50,653     48,282      48,282    139,290
      19     25,270       5,756      5,756     16,155       18,055    18,055     50,429     52,728      52,728    146,594
      20     26,533       5,604      5,604     15,165       18,643    18,643     50,207     57,555      57,555    154,282

    @ 65     43,219       4,162      4,162      8,059       24,933    24,933     48,034    134,128     134,128    257,209
</TABLE>

Death benefit, accumulation value and Cash Value are based on the hypothetical
gross percentage rates shown, assume current and guaranteed mortality charges,
no policy loans or withdrawals have been made, and are calculated at the end of
the Policy Year. Values shown reflect an effective annual asset charge of 1.43%
(includes average fund operating expenses of 0.93% and mortality and expense
risk charge of 0.5%). Hypothetical gross percentage rates are illustrative only
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 rates illustrated.
    

Assumes premium tax of 2.25%.

                                       70

<PAGE>

   
<TABLE>
<CAPTION>

                                                                                                                         PAGE 1 OF 2
                                                                                                                    PREMIUM: $10,000
                                                                                                         TARGET FACE AMOUNT: $61,544
                                                                                                       MINIMUM FACE AMOUNT RIDER: $0
                                                                                     1035 EXCHANGE FUND APPLIED (INCL. IN PREM.): $0
FEMALE 35 NONSMOKER


                                           THE PHOENIX EDGE--A VARIABLE UNIVERSAL LIFE POLICY

                                                         ASSUMING CURRENT CHARGES


                                   CASH                               CASH                             CASH
           PREMIUM    ACCOUNT    SURRENDER    DEATH      ACCOUNT    SURRENDER   DEATH     ACCOUNT    SURRENDER    DEATH
           ACCUM.      VALUE       VALUE     BENEFIT      VALUE      VALUE     BENEFIT     VALUE       VALUE     BENEFIT
  YEAR      @ 5%        @ 0%       @ 0%       @ 0%        @ 6%        @ 6%      @ 6%       @ 12%       @ 12%      @ 12%
- --------  ---------  ----------  ---------  ---------  -----------  --------  ---------  ---------   ---------  ---------
<S>    <C>   <C>          <C>        <C>       <C>          <C>        <C>       <C>        <C>         <C>        <C>   
       1     10,500       9,734      8,946     58,234       10,326     9,538     61,757     10,917      10,130     65,264
       2     11,025       9,472      8,772     54,829       10,664     9,964     61,954     11,926      11,226     69,465
       3     11,576       9,213      8,601     51,634       11,014    10,402     62,124     13,035      12,423     73,836
       4     12,155       8,958      8,433     48,635       11,378    10,853     62,270     14,254      13,729     78,393
       5     12,763       8,707      8,269     45,822       11,755    11,318     62,395     15,592      15,155     83,156

       6     13,401       8,451      8,101     43,146       12,135    11,785     62,449     17,048      16,698     88,067
       7     14,071       8,198      7,936     40,634       12,527    12,264     62,481     18,643      18,380     93,205
       8     14,775       7,934      7,759     38,210       12,907    12,732     62,387     20,353      20,178     98,415
       9     15,513       7,673      7,586     35,932       13,298    13,210     62,265     22,223      22,135    103,851
      10     16,289       7,417      7,417     33,796       13,700    13,700     62,127     24,269      24,269    109,543

      11     17,103       7,236      7,236     31,731       14,176    14,176     61,863     26,545      26,545    115,307
      12     17,959       7,058      7,058     29,787       14,666    14,666     61,591     29,030      29,030    121,355
      13     18,857       6,884      6,884     27,963       15,170    15,170     61,319     31,743      31,743    127,719
      14     19,799       6,713      6,713     26,250       15,688    15,688     61,049     34,702      34,702    134,418
      15     20,789       6,544      6,544     24,641       16,221    16,221     60,780     37,931      37,931    141,467

      16     21,829       6,380      6,380     23,134       16,771    16,771     60,516     41,454      41,454    148,898
      17     22,920       6,218      6,218     21,720       17,336    17,336     60,260     45,299      45,299    156,733
      18     24,066       6,060      6,060     20,396       17,919    17,919     60,013     49,496      49,496    165,005
      19     25,270       5,905      5,905     19,157       18,519    18,519     59,781     54,074      54,074    173,753
      20     26,533       5,754      5,754     17,996       19,137    19,137     59,560     59,069      59,069    182,995

    @ 65     43,219       4,366      4,366      9,585       26,143    26,143     57,114    140,616     140,616    305,783
</TABLE>

Death benefit, accumulation value and Cash Value are based on the hypothetical
gross percentage rates shown, assume current and guaranteed mortality charges,
no policy loans or withdrawals have been made, and are calculated at the end of
the Policy Year. Values shown reflect an effective annual asset charge of 1.43%
(includes average fund operating expenses of 0.93% and mortality and expense
risk charge of 0.5%). Hypothetical gross percentage rates are illustrative only
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 rates illustrated.
    

Assumes premium tax of 2.25%.

                                       71

<PAGE>

   
<TABLE>
<CAPTION>

                                                                                                                         PAGE 2 OF 2
                                                                                                                    PREMIUM: $10,000
                                                                                                         TARGET FACE AMOUNT: $61,544
                                                                                                       MINIMUM FACE AMOUNT RIDER: $0
                                                                                     1035 EXCHANGE FUND APPLIED (INCL. IN PREM.): $0
FEMALE 35 NONSMOKER


                                           THE PHOENIX EDGE--A VARIABLE UNIVERSAL LIFE POLICY

                                                         ASSUMING GUARANTEED CHARGES


                                   CASH                               CASH                             CASH
           PREMIUM    ACCOUNT    SURRENDER    DEATH      ACCOUNT    SURRENDER   DEATH     ACCOUNT    SURRENDER    DEATH
           ACCUM.      VALUE       VALUE     BENEFIT      VALUE      VALUE     BENEFIT     VALUE       VALUE     BENEFIT
  YEAR      @ 5%        @ 0%       @ 0%       @ 0%        @ 6%        @ 6%      @ 6%       @ 12%       @ 12%      @ 12%
- --------  ---------  ----------  ---------  ---------  -----------  --------  ---------  ---------   ---------  ---------
<S>    <C>   <C>          <C>        <C>       <C>          <C>        <C>       <C>        <C>         <C>        <C>   
       1     10,500       9,697      8,909     58,013       10,286     9,499     61,524     10,876      10,089     65,018
       2     11,025       9,399      8,699     54,393       10,581     9,882     61,464     11,834      11,134     68,917
       3     11,576       9,105      8,493     51,005       10,885    10,273     61,372     12,881      12,269     72,946
       4     12,155       8,816      8,291     47,833       11,197    10,672     61,521     14,026      13,501     77,117
       5     12,763       8,531      8,094     44,865       11,517    11,079     61,102     15,275      14,838     81,443

       6     13,401       8,250      7,900     42,087       11,845    11,495     60,929     16,639      16,289     85,936
       7     14,071       7,972      7,709     39,486       12,180    11,917     60,732     18,125      17,863     90,609
       8     14,775       7,697      7,522     37,051       12,522    12,347     60,514     19,747      19,572     95,476
       9     15,513       7,427      7,340     34,773       12,873    12,786     60,276     21,516      21,428    100,551
      10     16,289       7,161      7,161     32,639       13,234    13,234     60,020     23,446      23,446    105,847

      11     17,103       6,987      6,987     30,640       13,693    13,693     59,756     25,645      25,645    111,398
      12     17,959       6,815      6,815     28,763       14,166    14,166     59,492     28,046      28,046    117,241
      13     18,857       6,647      6,647     27,001       14,653    14,653     59,230     30,667      30,667    123,389
      14     19,799       6,482      6,482     25,347       15,154    15,154     58,969     33,526      33,526    129,861
      15     20,789       6,319      6,319     23,794       15,669    15,669     58,709     36,645      36,645    136,671

      16     21,829       6,160      6,160     22,336       16,198    16,198     58,450     40,046      40,046    143,840
      17     22,920       6,003      6,003     20,968       16,741    16,741     58,193     43,753      43,753    151,383
      18     24,066       5,848      5,848     19,683       17,298    17,298     57,936     47,790      47,790    159,323
      19     25,270       5,696      5,696     18,477       17,867    17,867     57,681     52,182      52,182    167,678
      20     26,533       5,546      5,546     17,346       18,450    18,450     57,427     56,961      56,961    176,473

    @ 65     43,219       4,199      4,199      9,218       25,150    25,150     54,945    135,300     135,300    294,223
</TABLE>

Death benefit, accumulation value and Cash Value are based on the hypothetical
gross percentage rates shown, assume current and guaranteed mortality charges,
no policy loans or withdrawals have been made, and are calculated at the end of
the Policy Year. Values shown reflect an effective annual asset charge of 1.43%
(includes average fund operating expenses of 0.93% and mortality and expense
risk charge of 0.5%). Hypothetical gross percentage rates are illustrative only
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 rates illustrated.

Assumes premium tax of 2.25%.
    

                                       72

<PAGE>

   
<TABLE>
<CAPTION>

                                                                                                                         PAGE 1 OF 2
                                                                                                                    PREMIUM: $10,000
                                                                                                         TARGET FACE AMOUNT: $39,392
                                                                                                       MINIMUM FACE AMOUNT RIDER: $0
                                                                                     1035 EXCHANGE FUND APPLIED (INCL. IN PREM.): $0
MALE 35 NONSMOKER


                                           THE PHOENIX EDGE--A VARIABLE UNIVERSAL LIFE POLICY

                                                         ASSUMING CURRENT CHARGES


                                   CASH                               CASH                             CASH
           PREMIUM    ACCOUNT    SURRENDER    DEATH      ACCOUNT    SURRENDER   DEATH     ACCOUNT    SURRENDER    DEATH
           ACCUM.      VALUE       VALUE     BENEFIT      VALUE      VALUE     BENEFIT     VALUE       VALUE     BENEFIT
  YEAR      @ 5%        @ 0%       @ 0%       @ 0%        @ 6%        @ 6%      @ 6%       @ 12%       @ 12%      @ 12%
- --------  ---------  ----------  ---------  ---------  -----------  --------  ---------  ---------   ---------  ---------
<S>    <C>   <C>          <C>        <C>       <C>          <C>        <C>       <C>        <C>         <C>        <C>   
       1     10,500       9,746      8,959     37,553       10,339     9,551     39,826     10,931      10,144     42,087
       2     11,025       9,496      8,796     35,647       10,692     9,992     40,279     11,958      11,258     45,161
       3     11,576       9,250      8,638     33,843       11,059    10,446     40,717     13,088      12,476     48,392
       4     12,155       9,007      8,482     32,135       11,441    10,916     41,142     14,333      13,808     51,794
       5     12,763       8,768      8,331     30,520       11,838    11,401     41,555     15,703      15,266     55,381

       6     13,401       8,527      8,177     28,976       12,244    11,894     41,935     17,202      16,852     59,136
       7     14,071       8,289      8,027     27,514       12,666    12,403     42,303     18,850      18,588     63,102
       8     14,775       8,045      7,870     26,102       13,087    12,912     42,613     20,638      20,463     67,218
       9     15,513       7,804      7,716     24,764       13,523    13,435     42,907     22,599      22,512     71,561
      10     16,289       7,566      7,566     23,500       13,974    13,974     43,194     24,753      24,753     76,156

      11     17,103       7,408      7,408     22,278       14,512    14,512     43,427     27,174      27,174     80,939
      12     17,959       7,253      7,253     21,117       15,068    15,068     43,657     29,826      29,826     86,014
      13     18,857       7,099      7,099     20,016       15,642    15,642     43,888     32,730      32,730     91,407
      14     19,799       6,947      6,947     18,973       16,235    16,235     44,121     35,910      35,910     97,140
      15     20,789       6,797      6,797     17,985       16,846    16,846     44,355     39,390      39,390    103,233

      16     21,829       6,649      6,649     17,048       17,477    17,477     44,592     43,199      43,199    109,710
      17     22,920       6,503      6,503     16,161       18,127    18,127     44,830     47,365      47,365    116,595
      18     24,066       6,358      6,358     15,320       18,796    18,796     45,072     51,917      51,917    123,918
      19     25,270       6,214      6,214     14,524       19,484    19,484     45,316     56,890      56,890    131,705
      20     26,533       6,071      6,071     13,769       20,190    20,190     45,564     62,316      62,316    139,987

    @ 65     43,219       4,717      4,717      8,113       28,243    28,243     48,338    151,903     151,903    258,781
</TABLE>

Death benefit, accumulation value and Cash Value are based on the hypothetical
gross percentage rates shown, assume current and guaranteed mortality charges,
no policy loans or withdrawals have been made, and are calculated at the end of
the Policy Year. Values shown reflect an effective annual asset charge of 1.43%
(includes average fund operating expenses of 0.93% and mortality and expense
risk charge of 0.5%). Hypothetical gross percentage rates are illustrative only
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 rates illustrated.

Assumes premium tax of 2.25%.
    

                                       73

<PAGE>

   
<TABLE>
<CAPTION>

                                                                                                                         PAGE 2 OF 2
                                                                                                                    PREMIUM: $10,000
                                                                                                         TARGET FACE AMOUNT: $39,392
                                                                                                       MINIMUM FACE AMOUNT RIDER: $0
                                                                                     1035 EXCHANGE FUND APPLIED (INCL. IN PREM.): $0
MALE 35 NONSMOKER


                                           THE PHOENIX EDGE--A VARIABLE UNIVERSAL LIFE POLICY

                                                         ASSUMING GUARANTEED CHARGES


                                   CASH                               CASH                             CASH
           PREMIUM    ACCOUNT    SURRENDER    DEATH      ACCOUNT    SURRENDER   DEATH     ACCOUNT    SURRENDER    DEATH
           ACCUM.      VALUE       VALUE     BENEFIT      VALUE      VALUE     BENEFIT     VALUE       VALUE     BENEFIT
  YEAR      @ 5%        @ 0%       @ 0%       @ 0%        @ 6%        @ 6%      @ 6%       @ 12%       @ 12%      @ 12%
- --------  ---------  ----------  ---------  ---------  -----------  --------  ---------  ---------   ---------  ---------
<S>    <C>   <C>          <C>        <C>       <C>          <C>        <C>       <C>        <C>         <C>        <C>   
       1     10,500       9,721      8,934     37,459       10,313     9,525     39,725     10,904      10,116     41,981
       2     11,025       9,448      8,748     35,459       10,637     9,937     40,068     11,896      11,197     44,925
       3     11,576       9,178      8,566     33,570       10,973    10,361     40,392     12,986      12,373     48,007
       4     12,155       8,913      8,388     31,786       11,321    10,796     40,699     14,181      13,656     51,238
       5     12,763       8,651      8,214     30,100       11,680    11,243     40,989     15,493      15,055     54,630

       6     13,401       8,393      8,044     28,508       12,052    11,702     41,265     16,931      16,581     58,196
       7     14,071       8,139      7,876     27,004       12,435    12,173     41,526     18,507      18,244     61,948
       8     14,775       7,888      7,713     25,583       12,832    12,657     41,774     20,235      20,060     65,901
       9     15,513       7,640      7,552     24,240       13,240    13,153     42,009     22,128      22,040     70,070
      10     16,289       7,395      7,395     22,972       13,662    13,662     42,233     24,202      24,202     74,470

      11     17,103       7,240      7,240     21,772       14,186    14,186     42,451     26,566      26,566     79,129
      12     17,959       7,087      7,087     20,635       14,728    14,728     42,671     29,155      29,155     84,080
      13     18,857       6,936      6,936     19,557       15,287    15,287     42,891     31,989      31,989     89,340
      14     19,799       6,787      6,787     18,535       15,864    15,864     43,112     35,092      35,092     94,930
      15     20,789       6,639      6,639     17,567       16,459    16,459     43,335     38,488      38,488    100,867

      16     21,829       6,494      6,494     16,650       17,072    17,072     43,559     42,203      42,203    107,180
      17     22,920       6,349      6,349     15,780       17,704    17,704     43,784     46,263      46,263    113,886
      18     24,066       6,206      6,206     14,956       18,353    18,353     44,010     50,698      50,698    121,011
      19     25,270       6,064      6,064     14,174       19,020    19,020     44,237     55,540      55,540    128,582
      20     26,533       5,923      5,923     13,434       19,702    19,702     44,466     60,818      60,818    136,626

    @ 65     43,219       4,567      4,567      7,856       27,351    27,351     46,816    147,119     147,119    250,660
</TABLE>

Death benefit, accumulation value and Cash Value are based on the hypothetical
gross percentage rates shown, assume current and guaranteed mortality charges,
no policy loans or withdrawals have been made, and are calculated at the end of
the Policy Year. Values shown reflect an effective annual asset charge of 1.43%
(includes average fund operating expenses of 0.93% and mortality and expense
risk charge of 0.5%). Hypothetical gross percentage rates are illustrative only
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 rates illustrated.

Assumes premium tax of 2.25%.
    

                                       74

<PAGE>

   
<TABLE>
<CAPTION>

                                                                                                                         PAGE 1 OF 2
                                                                                                                    PREMIUM: $10,000
                                                                                                         TARGET FACE AMOUNT: $44,121
                                                                                                       MINIMUM FACE AMOUNT RIDER: $0
                                                                                     1035 EXCHANGE FUND APPLIED (INCL. IN PREM.): $0
FEMALE 35 NONSMOKER


                                           THE PHOENIX EDGE--A VARIABLE UNIVERSAL LIFE POLICY

                                                         ASSUMING CURRENT CHARGES


                                   CASH                               CASH                             CASH
           PREMIUM    ACCOUNT    SURRENDER    DEATH      ACCOUNT    SURRENDER   DEATH     ACCOUNT    SURRENDER    DEATH
           ACCUM.      VALUE       VALUE     BENEFIT      VALUE      VALUE     BENEFIT     VALUE       VALUE     BENEFIT
  YEAR      @ 5%        @ 0%       @ 0%       @ 0%        @ 6%        @ 6%      @ 6%       @ 12%       @ 12%      @ 12%
- --------  ---------  ----------  ---------  ---------  -----------  --------  ---------  ---------   ---------  ---------
<S>    <C>   <C>          <C>        <C>       <C>          <C>        <C>       <C>        <C>         <C>        <C>   
       1     10,500       9,746      8,959     42,062       10,339     9,551     44,607     10,931      10,144     47,140
       2     11,025       9,496      8,796     39,929       10,691     9,991     45,118     11,957      11,257     50,587
       3     11,576       9,249      8,636     37,912       11,057    10,445     45,613     13,086      12,474     54,211
       4     12,155       9,005      8,480     36,004       11,438    10,913     46,095     14,329      13,804     58,029
       5     12,763       8,764      8,327     34,199       11,833    11,396     46,565     15,697      15,259     62,057

       6     13,401       8,522      8,172     32,474       12,237    11,887     46,998     17,191      16,841     66,275
       7     14,071       8,282      8,020     30,841       12,655    12,392     47,419     18,834      18,571     70,732
       8     14,775       8,035      7,860     29,261       13,070    12,895     47,771     20,611      20,436     75,354
       9     15,513       7,790      7,703     27,765       13,500    13,413     48,107     22,561      22,473     80,232
      10     16,289       7,550      7,550     26,350       13,945    13,945     48,432     24,700      24,700     85,391

      11     17,103       7,388      7,388     24,976       14,473    14,473     48,688     27,100      27,100     90,744
      12     17,959       7,229      7,229     23,672       15,020    15,020     48,940     29,729      29,729     96,422
      13     18,857       7,073      7,073     22,435       15,584    15,584     49,193     32,608      32,608    102,456
      14     19,799       6,918      6,918     21,264       16,167    16,167     49,447     35,760      35,760    108,866
      15     20,789       6,766      6,766     20,153       16,770    16,770     49,703     39,211      39,211    115,678

      16     21,829       6,617      6,617     19,101       17,392    17,392     49,963     42,989      42,989    122,923
      17     22,920       6,470      6,470     18,106       18,036    18,036     50,227     47,125      47,125    130,630
      18     24,066       6,325      6,325     17,164       18,701    18,701     50,498     51,653      51,653    138,836
      19     25,270       6,183      6,183     16,274       19,388    19,388     50,779     56,610      56,610    147,581
      20     26,533       6,044      6,044     15,432       20,099    20,099     51,068     62,035      62,035    156,896

    @ 65     43,219       4,744      4,744      9,040       28,403    28,403     53,860    152,764     152,764    288,342
</TABLE>

Death benefit, accumulation value and Cash Value are based on the hypothetical
gross percentage rates shown, assume current and guaranteed mortality charges,
no policy loans or withdrawals have been made, and are calculated at the end of
the Policy Year. Values shown reflect an effective annual asset charge of 1.43%
(includes average fund operating expenses of 0.93% and mortality and expense
risk charge of 0.5%). Hypothetical gross percentage rates are illustrative only
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 rates illustrated.

Assumes premium tax of 2.25%.
    

                                       75

<PAGE>

   
<TABLE>
<CAPTION>

                                                                                                                         PAGE 2 OF 2
                                                                                                                    PREMIUM: $10,000
                                                                                                         TARGET FACE AMOUNT: $44,121
                                                                                                       MINIMUM FACE AMOUNT RIDER: $0
                                                                                     1035 EXCHANGE FUND APPLIED (INCL. IN PREM.): $0
FEMALE 35 NONSMOKER


                                           THE PHOENIX EDGE--A VARIABLE UNIVERSAL LIFE POLICY

                                                         ASSUMING GUARANTEED CHARGES


                                   CASH                               CASH                             CASH
           PREMIUM    ACCOUNT    SURRENDER    DEATH      ACCOUNT    SURRENDER   DEATH     ACCOUNT    SURRENDER    DEATH
           ACCUM.      VALUE       VALUE     BENEFIT      VALUE      VALUE     BENEFIT     VALUE       VALUE     BENEFIT
  YEAR      @ 5%        @ 0%       @ 0%       @ 0%        @ 6%        @ 6%      @ 6%       @ 12%       @ 12%      @ 12%
- --------  ---------  ----------  ---------  ---------  -----------  --------  ---------  ---------   ---------  ---------
<S>    <C>   <C>          <C>        <C>       <C>          <C>        <C>       <C>        <C>         <C>        <C>   
       1     10,500       9,721      8,934     41,956       10,312     9,525     44,494     10,903      10,116     47,021
       2     11,025       9,447      8,747     39,716       10,635     9,936     44,878     11,895      11,195     50,319
       3     11,576       9,176      8,563     37,601       10,970    10,357     45,241     12,982      12,369     53,771
       4     12,155       8,908      8,384     35,602       11,315    10,790     45,585     14,174      13,649     57,390
       5     12,763       8,644      8,207     33,715       11,671    11,233     45,911     15,480      15,042     61,190

       6     13,401       8,384      8,034     31,931       12,038    11,688     46,220     16,911      16,561     65,184
       7     14,071       8,126      7,863     30,247       12,415    12,153     46,513     18,477      18,214     69,388
       8     14,775       7,871      7,696     28,655       12,804    12,629     46,791     20,192      20,017     73,817
       9     15,513       7,619      7,532     27,152       13,205    13,118     47,055     22,069      21,982     78,487
      10     16,289       7,371      7,371     25,731       13,619    13,619     47,306     24,126      24,126     83,415

      11     17,103       7,214      7,214     24,387       14,135    14,135     47,550     26,470      26,470     88,635
      12     17,959       7,059      7,059     23,114       14,669    14,669     47,796     29,038      29,038     94,181
      13     18,857       6,906      6,906     21,906       15,220    15,220     48,044     31,850      31,850    100,074
      14     19,799       6,755      6,755     20,762       15,790    15,790     48,292     34,929      34,929    106,336
      15     20,789       6,607      6,607     19,678       16,378    16,378     48,542     38,300      38,300    112,989

      16     21,829       6,460      6,460     18,650       16,985    16,985     48,793     41,987      41,987    120,059
      17     22,920       6,316      6,316     17,676       17,611    17,611     49,045     46,021      46,021    127,571
      18     24,066       6,174      6,174     16,753       18,256    18,256     49,299     50,431      50,431    135,554
      19     25,270       6,033      6,033     15,878       18,920    18,920     49,554     55,248      55,248    144,036
      20     26,533       5,893      5,893     15,048       19,603    19,603     49,810     60,511      60,511    153,048

    @ 65     43,219       4,618      4,618      8,801       27,658    27,658     52,447    148,772     148,772    280,807
</TABLE>

Death benefit, accumulation value and Cash Value are based on the hypothetical
gross percentage rates shown, assume current and guaranteed mortality charges,
no policy loans or withdrawals have been made, and are calculated at the end of
the Policy Year. Values shown reflect an effective annual asset charge of 1.43%
(includes average fund operating expenses of 0.93% and mortality and expense
risk charge of 0.5%). Hypothetical gross percentage rates are illustrative only
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 rates illustrated.

Assumes premium tax of 2.25%.
    

                                       76



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