PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT /CT/
497, 1997-07-15
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                                                                       VERSION A
                                                                       ---------

                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY

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

                         VARIABLE LIFE INSURANCE POLICY

                                   PROSPECTUS

   
                                 July 15, 1997


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

    Premium payments are allocated to one or more of the Subaccounts of the
Phoenix Home Life Variable Universal Life Account (the "VUL Account") or to the
Guaranteed Interest Account ("GIA"), as specified in the applicant's application
for insurance. The VUL Account is divided into Subaccounts, each of which
invests in a corresponding series of The Phoenix Edge Series Fund 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 Policy Value except for that portion of
Policy Value invested in the GIA, which has a 4% minimum interest rate
guarantee. The Policy Value not invested in the GIA will vary to reflect the
investment experience of the Subaccounts of the VUL Account to which premiums
have been allocated. A Policyowner bears the investment risk for all amounts so
allocated. The Policy will remain in effect so long as the Policy Value or Cash
Surrender Value is sufficient to pay certain monthly charges imposed in
connection with the Policy.

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

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

    It may not be advantageous to purchase a Policy as a replacement for 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 ..................................................    4
PERFORMANCE HISTORY.......................................    5
PHOENIX AND THE VUL ACCOUNT ..............................    7
   Phoenix ...............................................    7
   The VUL Account .......................................    7
   The GIA................................................    7
THE POLICY ...............................................    7
   Introduction ..........................................    7
   Eligible Purchasers ...................................    7
   Premium Payment .......................................    7
   Allocation of Issue Premium ...........................    8
   Right to Cancel Period ................................    8
   Temporary Insurance Coverage ..........................    8
   Transfer of Policy Value ..............................    9
   Determination of Subaccount Values ....................    9
   Death Benefit .........................................   10
   Surrenders ............................................   10
   Policy Loans ..........................................   11
   Lapse .................................................   12
   Payment of Premiums During Period of Disability .......   12
   Additional Insurance Options ..........................   12
   Additional Rider Benefits .............................   12
   
INVESTMENTS OF THE VUL ACCOUNT ...........................   13
   Participating Mutual Funds ............................   13
   Investment Advisers to The Phoenix Edge Series Fund....   14
   Investment Adviser to the Wanger Advisors Trust........   15
   Services of the Advisers...............................   15
   Reinvestment and Redemption ...........................   15
   Substitution of Investments ...........................   15
CHARGES AND DEDUCTIONS ...................................   15
   Monthly Deduction .....................................   15
   Premium Taxes .........................................   16
   Federal Tax Charge.....................................   16
   Mortality and Expense Risk Charge .....................   16
   Investment Management Charge ..........................   16
   Other Charges .........................................   17
GENERAL PROVISIONS .......................................   18
   Postponement of Payments ..............................   18
   Payment by Check ......................................   18
   The Contract ..........................................   18
   Suicide ...............................................   18
   Incontestability ......................................   18
   Change of Owner or Beneficiary ........................   18
   Assignment ............................................   19
   Misstatement of Age or Sex ............................   19
   Surplus ...............................................   19
PAYMENT OF PROCEEDS ......................................   19
   Surrender and Death Benefit Proceeds ..................   19
   Payment Options .......................................   19
FEDERAL TAX CONSIDERATIONS ...............................   20
   Introduction ..........................................   20
   Phoenix's Tax Status ..................................   20
   Policy Benefits .......................................   20
   Business-Owned Policies................................   21
   Modified Endowment Contracts ..........................   21
   Limitations on Unreasonable Mortality
      and Expense Charges ................................   21
   Qualified Plans .......................................   21
   Diversification Standards .............................   21
   Change of Ownership or Insured or Assignment ..........   22
   Other Taxes ...........................................   22
VOTING RIGHTS ............................................   22
   The Funds .............................................   22
   Phoenix ...............................................   22
THE DIRECTORS AND EXECUTIVE OFFICERS OF PHOENIX...........   23
SAFEKEEPING OF THE VUL ACCOUNT'S ASSETS ..................   24
SALES OF POLICIES ........................................   24
STATE REGULATION .........................................   24
REPORTS ..................................................   24
LEGAL PROCEEDINGS ........................................   24
LEGAL MATTERS ............................................   24
REGISTRATION STATEMENT ...................................   24
FINANCIAL STATEMENTS .....................................   24
APPENDIX A ...............................................   70
APPENDIX B ...............................................   71

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

                                        2

<PAGE>

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

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

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

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

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

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

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

GENERAL ACCOUNT: The general asset account of Phoenix.

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

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

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

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

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

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

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

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

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

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

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

POLICY ANNIVERSARY: Each anniversary of the Policy Date.

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

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

   
POLICYOWNER (OWNER): The Owner of a Policy.

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

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

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

SERIES: A separate investment portfolio of the Fund.
    

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

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

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

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

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

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

VUL ACCOUNT: Phoenix Home Life Variable Universal Life Account.

VULA: Variable and Universal Life Administration Division of Phoenix.

                                        3

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                        4

<PAGE>

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

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

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

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

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

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

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

Example:

Assumptions:
   
Value of hypothetical pre-existing account with exactly one 
  Unit at the beginning of the period:............       1.379843
    
Value of the same account (excluding capital changes) at the
  end of the seven-day period:....................       1.380945
Calculation:
  Ending account value ...........................       1.380945
  Less beginning account value ...................       1.379843
  Net change in account value ....................       0.001102
Base period return:
  (adjusted change/beginning account value) ......       0.000799
Current yield = return x (365/7) = ...............          4.16%
Effective yield = [(1 + return)365/7] - 1 = ......          4.25%

   
    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 applicable Policy charges except for the cost of insurance
and any surrender charges and premium taxes (which vary by Insured and state).
    

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

    Below are quotations of average annual total return of Series of the Phoenix
Edge Series Fund. POLICY CHARGES ARE NOT REFLECTED.

                           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     9.21%    9.12%     8.26%    9.63%
Balanced.........    5/1/92     7.40%      N/A       N/A    8.47%
Allocation.......    9/17/84    5.94%    7.57%     9.93%   11.19%
Growth...........    1/1/83     9.37%   12.78%    14.54%   16.99%
International....    5/1/90    15.30%    7.66%       N/A    6.85%
Money Market.....   10/10/82    2.02%    2.47%     4.31%    5.11%
Real Estate......    5/1/95    29.43%      N/A       N/A   27.83%
Theme............    1/29/96      N/A      N/A       N/A    7.29%
Asia.............    9/17/96      N/A      N/A       N/A   (1.76%)
U.S. Small Cap...    5/1/95    42.77%      N/A       N/A   35.01%
Int'l. Small Cap.    5/1/95    28.54%      N/A       N/A   38.25%
                                                        

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

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


           REAL                              U.S.       INT'L.
YEAR      ESTATE     THEME      ASIA       SMALL CAP   SMALL CAP
- ----      ------     -----      ----       ---------   ---------
1995....  17.19%      N/A         N/A       16.01%      33.96%
1996....  32.06%    9.55%      (0.06%)      45.64%      31.15%
       *Sales Charges have not been deducted from the Annual Total Return.

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

    The VUL Account may, from time to time, include in advertisements containing
total returns, the ranking of those performance figures relative to such figures
for groups of Subaccounts having similar investment objectives as categorized by
ranking services such as Lipper Analytical Services, Inc. ("Lipper"), CDA
Investment Technologies, Inc. ("CDA"), Weisenberger Financial Services, Inc. and
Morningstar, Inc. Additionally, the Funds may compare a Series performance
results to other investment or savings vehicles (such as certificates of
deposit) and may refer to results published in various publications such as
Changing Times, Forbes, Fortune, Money, Barrons, Business Week, Investor's
Daily, The Stanger Register, Stanger's Investment Adviser, The Wall Street
Journal, The New York Times, Consumer Reports, Registered Representative,
Financial Planning, Financial Services Weekly, Financial World, U.S. News and
World Report, Standard & Poor's, The Outlook and Personal Investor. The Funds
may, from time to time, illustrate the benefits of tax deferral by comparing
taxable investments to investments made through tax-deferred retirement plans.
The total return also may be used to compare the performance of a Series against
certain widely acknowledged outside standards or indices for stock and bond
market performance, such as the S&P 500, Dow Jones Industrial Average, Europe
Australia Far East Index (EAFE), Consumer Price Index, Shearson Lehman
Corporate Index and
    

                                        6

<PAGE>

   
Shearson Lehman T-Bond Index. The S&P 500 is a commonly quoted market
value-weighted and unmanaged index showing the changes in the aggregate market
value of 500 common stocks relative to the base period 1940-43. The S&P 500 is
composed almost entirely of common stocks of companies listed on the NYSE,
although the common stocks of a few companies listed on the American Stock
Exchange or traded over the counter are included. The 500 companies represented
include 400 industrial, 60 transportation and 40 financial services concerns.
The S&P 500 represents about 70-80% of the market value of all issues traded on
the NYSE.
    

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

PHOENIX AND THE VUL ACCOUNT
- --------------------------------------------------------------------------------
PHOENIX
   
    Phoenix is a mutual life insurance company originally chartered in
Connecticut in 1851 and redomiciled to New York in 1992. Its executive office is
at One American Row, Hartford, Connecticut 06115 and its main administrative
office is at 100 Bright Meadow Boulevard, Enfield, Connecticut 06083-1900. Its
New York principal office is at 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 (the "SEC").
    

    The VUL Account is divided into Subaccounts, each of which is available for
allocation of Policy Value. If in the future Phoenix determines that marketing
needs and investment conditions warrant, Phoenix may establish additional
Subaccounts, which will be made available to existing Policyowners to the extent
and on a basis determined by Phoenix. Each Subaccount will invest solely in
shares of the Funds allocable to one of the available 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 allocated to the VUL Account depends on
the investment performance of the Fund. Thus, the Policyowner bears the full
investment risk for all monies invested in the VUL Account.

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

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

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

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

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

PREMIUM PAYMENT
    The minimum Issue Premium for a Policy is generally 1/6 of the Planned
Annual Premium. The Issue Premium is due on the Policy Date. The Insured must be
alive when the Issue Premium is paid.

                                       7

<PAGE>

Thereafter, the amount and payment frequency of planned premiums are as shown on
the schedule page of the Policy. All premiums are payable at VULA, except that
the Issue Premium may be paid to an authorized agent of Phoenix for forwarding
to the Underwriting Department of Phoenix.

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

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

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

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

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

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

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

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

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

RIGHT TO CANCEL PERIOD
    A Policy may be returned by mailing or delivering it to Phoenix within ten
days after the Policyowner receives it (or longer in some states); 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 7 days of receipt at Phoenix of the completed application for insurance,
in which event Phoenix will return the premium paid. Even after approval of the
application for processing, Phoenix reserves the right to decline issuance of
the Policy, in which event Phoenix will refund the applicant the same amount as
would have been refunded under the Policy had it been issued but returned for
refund during the Right to Cancel Period.

TEMPORARY INSURANCE COVERAGE
    On the date the application for a Policy is signed and submitted with the
Issue Premium, Phoenix issues a Temporary Insurance Receipt in connection with
the application. Under the Temporary Insurance Receipt, the insurance protection
applied for (subject to the

                                        8

<PAGE>

limits of liability and in accordance with the terms set forth in the Policy and
in the Receipt) takes effect on the date of the application.

TRANSFER OF POLICY VALUE
    SYSTEMATIC TRANSFER PROGRAM
   
    A Policyowner may elect to transfer funds automatically among the
Subaccounts or the unloaned portion of the GIA on a monthly, quarterly,
semi-annual or annual basis under the Systematic Transfer Program for Dollar
Cost Averaging ("Systematic Transfer Program"). Under this Systematic Transfer
Program, the minimum initial and subsequent transfer amounts are $25 monthly,
$75 quarterly, $150 semi-annually or $300 annually. A Policyowner must have an
initial value of $1,000 in the GIA or the Subaccount 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 Subaccount"). Under the Systematic
Transfer Program, Policyowners may make more than one transfer per Policy Year
from the GIA, in approximately equal amounts over a minimum 18-month period.

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

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

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

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

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

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

    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.

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

DETERMINATION OF SUBACCOUNT VALUES
   
    The Unit value of each Subaccount of the VUL Account was set by Phoenix on
the first Valuation Date of each such Subaccount. The Unit value of a
Subaccount of the VUL Account on any other Valuation Date is determined by
multiplying the Unit value of that Subaccount on the just prior Valuation Date
by the Net Investment Factor for that Subaccount for the then current Valuation
Period. The Unit value of each Subaccount of the VUL Account on a day other
than a Valuation Date is the Unit value on the next Valuation Date. Unit
values are carried to 6 decimal places. The Unit value of each Subaccount of
the VUL Account on a Valuation Date is determined at the end of that day.
    

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

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

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

                                        9

<PAGE>

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

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

     1. the mortality and expense risk charge; and

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

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

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

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

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

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

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

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

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

    FULL SURRENDERS
    If the Policy is being fully surrendered, the Policy itself must be returned
to VPMO, along with the written release and surrender of all claims in a form
satisfactory to Phoenix. A Policyowner may elect to

                                       10

<PAGE>

have the amount paid in a lump sum or under a payment option. See "Surrender 
Charge" and "Payment Options."

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                              SINGLE LIFE POLICIES
                              --------------------

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

                       SINGLE LIFE POLICIES--NEW YORK ONLY
                       -----------------------------------

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

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

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

                                       11

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

O   DEATH BENEFIT PROTECTION RIDER
        The purchase of this rider provides that the death benefit will be
    guaranteed. The amount of the guaranteed death benefit is equal to the
    initial face amount, or the face amount that later may be increased or
    decreased by the Policyholder provided that certain minimum premiums are
    paid. Unless Phoenix agrees otherwise, the initial face amount and the face
    amount remaining after any decrease must at least equal $50,000 and the
    minimum

                                       12

<PAGE>

   
    issue age of the Insured is 20. Three (3) Death Benefit Guarantee periods
    are available in all states except New York. The minimum premium required to
    maintain the guaranteed death benefit is based on the length of the
    guarantee period as elected on the application. The three available
    guarantee periods are:
    

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    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

                                       13

<PAGE>

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).

    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.

    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 intends to invest based on combined considerations of risk,
income, capital enhancement and protection of capital value.

    REAL ESTATE SECURITIES ("REAL ESTATE") SERIES: The investment objective of
the Real Estate Series is to seek capital appreciation and income with
approximately equal emphasis. 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 by identifying
securities benefiting from long-term trends present in the United States and
abroad. The Theme Series intends to invest primarily in common stocks believed
to have substantial potential for capital growth.

    ABERDEEN NEW ASIA ("ASIA") SERIES: The investment objective of the Asia
Series is to seek long-term capital appreciation. The Asia Series 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.

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

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

INVESTMENT ADVISERS 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
Series Portfolio) and Phoenix Multi-Portfolio Fund and as subadviser to Chubb
America Fund, Inc. and Sun America Series Trust. PIC also serves as subadviser
to the Asia Series.
    

                                       14

<PAGE>

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

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

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

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

    1.   MONTHLY DEDUCTION
    A charge is deducted monthly from the Policy Value under a Policy ("monthly
deduction") to pay: the cost of insurance provided under the Policy, the cost of
any rider benefits provided, any unpaid balance of the issue expense charge, and
an administrative charge. This administrative charge is currently set at $5 per
month but it is guaranteed not to exceed $10 per month. The monthly deduction is
deducted on each Monthly Calculation Day. It is allocated among the Subaccounts
of the VUL Account and the unloaned portion of the GIA

                                       15

<PAGE>

   
based on the allocation schedule for monthly deductions specified by the
applicant in the application for a Policy or as later changed by the
Policyowner. In the event that the Policy's share in the value of the
Subaccounts or the unloaned portion of the GIA is insufficient to permit the
withdrawal of the full monthly deduction, the remainder will be taken on a
proportionate basis from the Policy's share of each of the other Subaccounts and
the unloaned portion of the GIA. The number of Units deducted will be
determined by dividing the portion of the monthly deduction allocated to each
Subaccount or to the unloaned portion of the GIA by the Unit value on the
Monthly Calculation Day. Because portions of the monthly deduction, such as the
cost of insurance, can vary from month to month, the monthly deduction itself
may vary in amount from month to month.
    

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

   
    (B)  COST OF INSURANCE. In order to calculate the cost of insurance
         charge, Phoenix multiplies the applicable cost of insurance
         rate by the difference between the death benefit selected
         (death benefit Option 1 if no selection is made) and the Policy
         Value. Generally, cost of insurance rates for Single Life
         Policies are based on the sex, issue age, duration and risk
         class; and for Multiple Life Policies the cost of insurance
         rates are based on the sex, Attained Age and risk class of
         the Insured(s). However, in certain states and for policies
         issued in conjunction with certain qualified plans, cost of
         insurance rates are not based on sex. The actual monthly
         cost of insurance rates are based on Phoenix's expectations
         of future mortality experience. They will not, however, be
         greater than the guaranteed cost of insurance rates set forth
         in the Policy. These guaranteed maximum rates are equal to
         100% of the 1980 Commissioners Standard Ordinary
         ("CSO") Mortality Table, with appropriate adjustment for the
         Insured's risk classification. Any change in the cost of
         insurance rates will apply to all persons of the same sex,
         insurance age and risk class whose Policies have been In
         Force for the same length of time. The risk class of an
         Insured may affect the cost of insurance rate. Phoenix
         currently places Insureds into a preferred or standard risk
         class or a risk class involving a higher mortality risk,
         depending upon the health of the Insured as determined by
         medical information that Phoenix requests. In an otherwise
         identical Policy, Insureds in the preferred or standard risk
         class will have a lower cost of insurance than those in the risk
         class with the higher mortality risk. The standard risk class
         also is divided into categories: smokers, nonsmokers and
         those who have never smoked. Non-smokers will generally
         incur a lower cost of insurance than similarly situated
         Insureds who smoke. A blended cost of insurance rate is
         applied under Multiple Life Policies.
    

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

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

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

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

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

                                       16

<PAGE>

                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.......       0.75%          .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 other 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 asset 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

    3)  7.5% of premiums paid in excess of $2,153.43, plus $500

    If this Policyowner surrendered his Policy in the 2nd year after paying
$2,000 of premiums his surrender charge would be the lesser of $1,307.54 from
the table, and $385.34, thus equaling $385.34. Thus, in this case, the
Policyowner would pay less surrender charge if he surrenders his Policy in the
first 2 Policy Years.

                                       17

<PAGE>

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

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

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

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

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

    TAXES
    Currently no charge is made to the VUL Account for federal income taxes that
may be attributable to the VUL Account. Phoenix may, however, make such a charge
in the future. Charges for other taxes, if any, attributable to the VUL Account
also may be made. 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 (in excess of the initial face amount) or maturity may
be postponed: (i) for up to six months from the date of the request, for any
transactions dependent upon the value of the GIA; (ii) whenever the NYSE is
closed other than for customary weekend and holiday closings, or trading on the
NYSE is restricted as determined by the SEC; or (iii) whenever an emergency
exists, as determined by the Commission as a result of which disposal of
securities is not reasonably practicable or it is not reasonably practicable to
determine the value of the VUL Account's net assets. Transfers also may be
postponed under these circumstances.
    

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

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

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

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

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

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

                                       18

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    OPTION 7--JOINT SURVIVORSHIP ANNUITY WITH 10 YEAR PERIOD
    CERTAIN.
    The first payment will be on the date of settlement. Equal income
installments are paid until the latest of: (A) the end of the 10-year period
certain; (B) the death of the Insured; (C) the death of the other

                                       19

<PAGE>

   
named annuitant. The other annuitant must be named at the time this option is
elected and cannot later be changed. The other annuitant must have an Attained
Age of at least 40. Any joint survivorship annuity as may be provided under this
option is calculated using an interest rate guaranteed to be no less than 3 3/8%
per year.
    

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

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

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

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

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

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

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

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

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

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

                                       20

<PAGE>

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

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

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

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

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

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

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

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

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

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

DIVERSIFICATION STANDARDS
   
    To comply with the Diversification Regulations under Code Section 817(h),
("Diversification Regulations") each Series of the Funds is required to
diversify its investments. The Diversification Regulations generally require
that on the last day of each quarter of a calendar year no more than 55% of the
value of a Series' assets is represented by any one investment, no more than
70% is represented by any two investments, no more than 80% is represented by
any three investments, and no more than 90% is represented by any four
investments. A "look-through" rule applies to treat a pro rata portion
    

                                       21

<PAGE>

   
of each asset of a Series as an asset of the VUL Account; therefore, each
Series of the Funds will be tested for compliance with the percentage
limitations. For purposes of these diversification rules, all securities of the
same issuer are treated as a single investment, but each United States
Government agency or instrumentality is treated as a separate issuer.

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

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

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

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

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

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

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

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

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

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

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

                                       22

<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

  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


                                       23

<PAGE>

  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 is a member of the National Association of Securities Dealers, Inc.
PEPCO serves as national distributor of the Policies. PEPCO is an indirect
subsidiary of PD&P. Phoenix owns a majority interest in PD&P. Policies also
may be purchased from other broker-dealers registered under the 1934 Act whose
representatives are authorized by applicable law to sell Policies under terms of
agreements provided by PEPCO. Sales commissions will be paid to registered
representatives on purchase payments received by Phoenix under these Policies.
Total sales commission of a maximum of 50% of premiums will be paid by Phoenix
to PEPCO. To the extent that the sales charge under the Policies is less than
the sales commissions paid with respect to the Policies, Phoenix will pay the
shortfall from its General Account assets, which will include any profits it
may derive under the Policies.
    

    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
Fund 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 VUL Account and the GIA. It
does not include, however, any supervision over the investment policies of the
VUL Account.

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

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

LEGAL MATTERS
- --------------------------------------------------------------------------------
    The organization of Phoenix, its authority to issue variable life insurance
Policies, and the validity of the Policy have been passed upon by 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 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 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.

                                       24

<PAGE>






PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY

CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995

                                       25

<PAGE>

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





Report of Independent Accountants  .........................................27

Consolidated Balance Sheets at December 31, 1996 and 1995 ..................28

Consolidated Statements of Income for the Years Ended
  December 31, 1996, 1995 and 1994 .........................................29

Consolidated Statements of Equity for the Years Ended
  December 31, 1996, 1995 and 1994 .........................................30

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

Notes to Consolidated Financial Statements ..............................32-59



                                       26

<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.

                                        28
<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.

                                       29
<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.

                                       30
<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.

                                       31
<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.

                                       32
<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.

                                       33
<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.

                                       34
<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.

                                       35
<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.

                                       36
<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.

                                       37
<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>

                                       38
<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>

                                       39
<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.

                                       40
<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.

                                       41
<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
                                =======================    =====================

                                       42
<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.

                                       43
<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.

                                       44
<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>

                                       45
<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.

                                       46
<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.

                                       47
<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
                                       ==================   ================

                                       48
<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>

                                       49
<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.

                                       50
<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.

                                       51
<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%.


                                       52
<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>

                                       53
<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.

                                       54
<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
                                       =====================  ==================

                                       55
<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.

                                       56
<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.

                                       57
<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>

                                       58
<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
                                              =================   ==============

                                       59
<PAGE>




PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT

FINANCIAL STATEMENTS
DECEMBER 31, 1996

                                       60

<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                                                 $15,544,730    $160,303,827    $10,844,154 
                                                                     ============   =============   ============ 
 Investment in The Phoenix Edge Series Fund, at market               $15,544,730    $172,867,410    $11,235,197 
                                                                     ------------   -------------   ------------ 
  Total assets                                                        15,544,730     172,867,410     11,235,197 
Liabilities 
 Accrued expenses to related party                                        10,037         117,203          7,117 
                                                                     ------------   -------------   ------------ 
Net assets                                                           $15,534,693    $172,750,207    $11,228,080 
                                                                     ============   =============   ============ 
Accumulation units outstanding                                        11,249,319      49,375,885      5,378,886 
                                                                     ============   =============   ============ 
Unit value                                                           $  1.380945    $   3.498676    $  2.087436 
                                                                     ============   =============   ============ 
</TABLE>

<TABLE>
<CAPTION>
                                                                    Total Return   International     Balanced 
                                                                    Sub-Account     Sub-Account    Sub-Account 
                                                                  --------------  ---------------  -------------- 
<S>                                                                 <C>               <C>            <C>
Assets 
 Investments at cost                                                 $26,014,458     $29,445,731    $15,234,036 
                                                                     ============   =============   ============ 
 Investment in The Phoenix Edge Series Fund, at market               $26,284,915     $34,077,443    $16,229,448 
                                                                     ------------   -------------   ------------ 
  Total assets                                                        26,284,915      34,077,443     16,229,448 
Liabilities 
 Accrued expenses to related party                                        17,792          22,074         10,955 
                                                                     ------------   -------------   ------------ 
Net assets                                                           $26,267,123     $34,055,369    $16,218,493 
                                                                     ============   =============   ============ 
Accumulation units outstanding                                        11,308,615      20,903,950     10,696,397 
                                                                     ============   =============   ============ 
Unit value                                                           $  2.322753     $  1.629136    $  1.516258 
                                                                     ============   =============   ============ 
</TABLE>

<TABLE>
<CAPTION>
                                                                                                     Aberdeen 
                                                                    Real Estate   Strategic Theme    New Asia 
                                                                    Sub-Account     Sub-Account    Sub-Account 
                                                                  --------------  ---------------  -------------- 
<S>                                                               <C>              <C>              <C>
Assets 
 Investments at cost                                              $      776,588   $   1,798,845    $  1,949,771 
                                                                     ============   =============   ============ 
 Investment in The Phoenix Edge Series Fund, at market                   888,425   $   1,807,108    $  1,942,818 
                                                                     ------------   -------------   ------------ 
  Total assets                                                           888,425       1,807,108       1,942,818 
Liabilities 
 Accrued expenses to related party                                           532           1,164           1,267 
                                                                     ------------   -------------   ------------ 
Net assets                                                        $      887,893      $1,805,944    $  1,941,551 
                                                                     ============   =============   ============ 
Accumulation units outstanding                                           680,458       1,805,464       1,943,140 
                                                                     ============   =============   ============ 
Unit value                                                        $     1.304846   $    1.000266    $   0.999182 
                                                                     ============   =============   ============ 
</TABLE>

<TABLE>
<CAPTION>
                                                                       Wanger 
                                                                    International   Wanger U.S. 
                                                                      Small Cap      Small Cap 
                                                                     Sub-Account    Sub-Account 
                                                                  ---------------  -------------- 
<S>                                                                <C>               <C>             
Assets 
 Investments at cost                                               $     292,575      $  457,996 
                                                                     =============   ============ 
 Investment in Wanger Advisors Trust, at market                    $     296,436      $  467,062 
                                                                     -------------   ------------ 
  Total assets                                                           296,436         467,062 
Liabilities 
 Accrued expenses to related party                                            30              65 
                                                                     -------------   ------------ 
Net assets                                                               296,406      $  466,997 
                                                                     =============   ============ 
Accumulation units outstanding                                           288,603         449,762 
                                                                     =============   ============ 
Unit value                                                         $    1.027036      $ 1.038320 
                                                                     =============   ============ 
</TABLE>

                      See Notes to Financial Statements 

                                       61
<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                                                       $655,710     $ 1,444,275      $661,909 
Expenses 
 Mortality and expense risk charges                                    107,332       1,163,001        68,413 
                                                                     ------------   ------------   ------------ 
Net investment income                                                  548,378         281,274       593,496 
                                                                     ------------   ------------   ------------ 
Net realized gain (loss) from share transactions                            --           8,095          (969) 
Net realized gain distribution from Fund                                    --      11,412,411       327,845 
Net unrealized appreciation on investment                                   --       4,791,630        43,393 
                                                                     ------------   ------------   ------------ 
Net gain (loss) on investments                                              --      16,212,136       370,269 
                                                                     ------------   ------------   ------------ 
Net increase in net assets resulting from operations                  $548,378     $16,493,410      $963,765 
                                                                     ============   ============   ============ 
</TABLE>

<TABLE>
<CAPTION>
                                                                    Total Return   International     Balanced 
                                                                    Sub-Account     Sub-Account    Sub-Account 
                                                                  --------------  ---------------  -------------- 
<S>                                                                  <C>            <C>             <C>
Investment income 
  Distributions                                                      $  510,723     $  464,006      $  413,757 
Expenses 
 Mortality and expense risk charges                                     186,170        218,684         117,681 
                                                                     ------------   -------------   ------------ 
Net investment income                                                   324,553        245,322         296,076 
                                                                     ------------   -------------   ------------ 
Net realized gain (loss) from share transactions                          4,963           (444)         (2,312) 
Net realized gain distribution from Fund                              1,617,750        747,938       1,396,484 
Net unrealized appreciation (depreciation) on investment                (91,227)     3,401,467        (304,864) 
                                                                     ------------   -------------   ------------ 
Net gain on investments                                               1,531,486      4,148,961       1,089,308 
                                                                     ------------   -------------   ------------ 
Net increase in net assets resulting from operations                 $1,856,039     $4,394,283      $1,385,384 
                                                                     ============   =============   ============ 
</TABLE>

<TABLE>
<CAPTION>
                                                                                                       Aberdeen 
                                                                     Real Estate   Strategic Theme     New Asia 
                                                                   Sub-Account(1)  Sub-Account(1)   Sub-Account(2) 
                                                                  ---------------  ---------------  --------------- 
<S>                                                                   <C>              <C>             <C>
Investment income 
  Distributions                                                       $ 10,511         $ 5,636         $10,080 
Expenses 
 Mortality and expense risk charges                                      2,005           4,726           2,998 
                                                                     -------------   -------------  -------------- 
Net investment income                                                    8,506             910           7,082 
                                                                     -------------   -------------  -------------- 
Net realized gain from share transactions                               13,393           1,002             919 
Net realized gain distribution from Fund                                 9,253              --              -- 
Net unrealized appreciation (depreciation) on investment               111,837           8,263          (6,953) 
                                                                     -------------   -------------  -------------- 
Net gain (loss) on investments                                         134,483           9,265          (6,034) 
                                                                     -------------   -------------  -------------- 
Net increase in net assets resulting from operations                  $142,989         $10,175         $ 1,048 
                                                                     =============   =============  ============== 
</TABLE>

<TABLE>
<CAPTION>
                                                                    Wanger               Wanger 
                                                                    International        U.S. 
                                                                    Small Cap            Small Cap 
                                                                    Sub-Account(3)       Sub-Account(3) 
                                                                     -----------------    ----------------- 
<S>                                                                  <C>                  <C>                        
Investment income 
  Distributions                                                      $       --           $       -- 
Expenses 
 Mortality and expense risk charges                                          30                   65 
                                                                     -----------------    ----------------- 
Net investment loss                                                         (30)                 (65) 
                                                                     -----------------    ----------------- 
Net realized gain from share transactions                                    --                   29 
Net realized gain distribution from Fund                                     --                   -- 
Net unrealized appreciation on investment                                 3,861                9,066 
                                                                     -----------------    ----------------- 
Net gain on investments                                                   3,861                9,095 
                                                                     -----------------    ----------------- 
Net increase in net assets resulting from operations                     $3,831               $9,030 
                                                                     =================    ================= 
(1) From inception May 1, 1996 to December 31, 1996 
(2) From inception September 18, 1996 to December 31, 1996 
(3) From inception December 18, 1996 to December 31, 1996 

</TABLE>


                      See Notes to Financial Statements 


                                       62
<PAGE> 

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

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

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

                      See Notes to Financial Statements 

                                       63
<PAGE> 

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

<TABLE>
<CAPTION>
                                                                                                       Aberdeen 
                                                                     Real Estate   Strategic Theme     New Asia 
                                                                   Sub-Account(1)  Sub-Account(1)   Sub-Account(2) 
                                                                  ---------------  ---------------  --------------- 
<S>                                                                   <C>            <C>              <C>
From operations 
 Net investment income                                                $  8,506       $      910       $    7,082 
 Net realized gain                                                      22,646            1,002              919 
 Net unrealized appreciation (depreciation)                            111,837            8,263           (6,953) 
                                                                     -------------   -------------  -------------- 
 Net increase in net assets resulting from operations                  142,989           10,175            1,048 
                                                                     -------------   -------------  -------------- 
From accumulation unit transactions 
 Participant deposits                                                  114,179          507,159          137,347 
 Participant transfers                                                 648,017        1,412,288        1,825,934 
 Participant withdrawals                                               (17,292)        (123,678)         (22,778) 
                                                                     -------------   -------------  -------------- 
 Net increase in net assets resulting from participant 
  transactions                                                         744,904        1,795,769        1,940,503 
                                                                     -------------   -------------  -------------- 
 Net increase in net assets                                            887,893        1,805,944        1,941,551 
Net assets 
 Beginning of period                                                         0                0                0 
                                                                     -------------   -------------  -------------- 
 End of period                                                        $887,893       $1,805,944       $1,941,551 
                                                                     =============   =============  ============== 
</TABLE>

<TABLE>
<CAPTION>
                                                                       Wanger 
                                                                    International    Wanger U.S. 
                                                                      Small Cap       Small Cap 
                                                                   Sub-Account(3)  Sub-Account(3) 
                                                                  ---------------  ---------------  -- 
<S>                                                                   <C>             <C>             
From operations 
 Net investment loss                                                  $    (30)       $    (65) 
 Net realized gain                                                          --              29 
 Net unrealized appreciation                                             3,861           9,066 
                                                                     -------------   ------------- 
 Net increase in net assets resulting from operations                    3,831           9,030 
                                                                     -------------   ------------- 
From accumulation unit transactions 
 Participant deposits                                                    8,061          11,399 
 Participant transfers                                                 284,998         447,242 
 Participant withdrawals                                                  (484)           (674) 
                                                                     -------------   ------------- 
 Net increase in net assets resulting from participant 
  transactions                                                         292,575         457,967 
                                                                     -------------   ------------- 
 Net increase in net assets                                            296,406         466,997 
Net assets 
 Beginning of period                                                         0               0 
                                                                     -------------   ------------- 
 End of period                                                        $296,406        $466,997 
                                                                     =============   ============= 
(1) From inception May 1, 1996 to December 31, 1996 
(2) From inception September 18, 1996 to December 31, 1996 
(3) From inception December 18, 1996 to December 31, 1996 

</TABLE>
                       See Notes to Financial Statements

                                       64
<PAGE> 

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

<TABLE>
<CAPTION>
                                                                                                    Multi-Sector 
                                                                    Money Market       Growth       Fixed Income 
                                                                     Sub-Account     Sub-Account     Sub-Account 
                                                                  ---------------  ---------------  -------------- 
<S>                                                                 <C>             <C>              <C>
From operations 
 Net investment income                                              $    562,387    $    274,566     $  414,322 
 Net realized gain                                                            --      12,518,357          1,800 
 Net unrealized appreciation                                                  --       9,293,459        651,393 
                                                                     -------------   -------------   ------------ 
 Net increase in net assets resulting from operations                    562,387      22,086,382      1,067,515 
                                                                     -------------   -------------   ------------ 
From accumulation unit transactions 
 Participant deposits                                                 23,196,295      34,460,166      1,851,602 
 Participant transfers                                               (19,227,932)     15,470,116        884,223 
 Participant withdrawals                                              (2,331,740)    (12,409,600)      (772,642) 
                                                                     -------------   -------------   ------------ 
 Net increase in net assets resulting from participant 
  transactions                                                         1,636,623      37,520,682      1,963,183 
                                                                     -------------   -------------   ------------ 
 Net increase in net assets                                            2,199,010      59,607,064      3,030,698 
Net assets 
 Beginning of period                                                  11,752,531      58,342,316      3,670,077 
                                                                     -------------   -------------   ------------ 
 End of period                                                      $ 13,951,541    $117,949,380     $6,700,775 
                                                                     =============   =============   ============ 
</TABLE>

<TABLE>
<CAPTION>
                                                                    Total Return   International     Balanced 
                                                                    Sub-Account     Sub-Account    Sub-Account 
                                                                  --------------  ---------------  -------------- 
<S>                                                                 <C>             <C>            <C>
From operations 
 Net investment income (loss)                                       $   424,519     $   (75,181)   $   306,309 
 Net realized gain                                                    1,222,367         363,543        272,699 
 Net unrealized appreciation                                            873,761       1,259,164      1,647,649 
                                                                     ------------   -------------   ------------ 
 Net increase in net assets resulting from operations                 2,520,647       1,547,526      2,226,657 
                                                                     ------------   -------------   ------------ 
From accumulation unit transactions 
 Participant deposits                                                 5,457,071       7,548,871      3,800,064 
 Participant transfers                                                2,208,588        (399,608)       581,841 
 Participant withdrawals                                             (2,158,665)     (2,474,965)    (1,761,880) 
                                                                     ------------   -------------   ------------ 
 Net increase in net assets resulting from participant 
  transactions                                                        5,506,994       4,674,298      2,620,025 
                                                                     ------------   -------------   ------------ 
 Net increase in net assets                                           8,027,641       6,221,824      4,846,682 
Net assets 
 Beginning of period                                                 12,221,638      14,525,349      8,869,793 
                                                                     ------------   -------------   ------------ 
 End of period                                                      $20,249,279     $20,747,173    $13,716,475 
                                                                     ============   =============   ============ 
</TABLE>

                      See Notes to Financial Statements 

                                     65
<PAGE> 

              PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT 
                        NOTES TO FINANCIAL STATEMENTS 

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

  Each series has distinct investment objectives. The Money Market Series is a 
short-term investment fund, the Growth Series is a growth common stock fund, 
the Multi-Sector Fixed Income Series (formerly Bond) 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 
internationally diversified 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 Aberdeen New Asia Series 
invests primarily in diversified equity securities of issuers organized and 
principally operating in Asia, excluding Japan, the Wanger International 
Small Cap Series invests in securities of non-U.S. companies with a stock 
market capitalization of less than $1 billion and the Wanger U.S. Small Cap 
Series invests in growth common stock of U.S. Companies with stock market 
capitalization of less than $1 billion. Policyowners may also direct the 
allocation of their investments between the account and the Guaranteed 
Interest Account of the general account of Phoenix. 

Note 2--Significant Accounting Policies 

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

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

C. Income taxes: The Account is not a separate entity from Phoenix and under 
current federal income tax law, income arising from the Account is not taxed 
since reserves are established equivalent to such income. Therefore, no 
provision for related federal 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                        $18,557,803     $16,972,533 
 Growth                               56,049,073       6,003,452 
 Multi-Sector Fixed Income             5,675,187       1,187,536 
 Total Return                          7,809,511       1,700,229 
 International                        11,522,658       1,606,132 
 Balanced                              5,120,212       2,308,604 
 Real Estate                           1,376,041         612,846 
 Strategic Theme                       1,866,050          68,207 
 Aberdeen New Asia                     2,202,975         254,123 
Wanger Advisors Trust: 
 Wanger International Small Cap          292,575              -- 
 Wanger U.S. Small Cap                   470,063          12,096 
</TABLE>

Note 4--Participant Accumulation Unit Transactions (in units) 
<TABLE>
<CAPTION>
                                                              Sub-Account 
                         -------------------------------------------------------------------------------------- 
                             Money                     Multi-Sector      Total 
                             Market        Growth      Fixed Income     Return     International    Balanced 
                          ------------- -------------  ------------- -------------  --------------------------- 
<S>                       <C>            <C>            <C>           <C>           <C>           <C>
Flex Edge and Flex Edge Success: 
Units outstanding, 
  beginning of period      10,229,951    36,538,624     3,484,452      9,236,346    14,435,212      9,521,556 
Participant deposits       17,873,987    13,545,570     1,376,399      2,585,188     5,260,656      2,413,913 
Participant transfers     (15,057,257)    3,033,843       898,080        410,847     2,428,536       (483,561) 
Participant withdrawals    (2,322,249)   (5,630,014)     (525,893)    (1,239,077)   (2,111,668)    (1,251,126) 
                          ------------   ------------  ------------   ------------  ------------   ------------ 
Units outstanding, end 
  of period                10,724,432    47,488,023     5,233,038     10,993,304    20,012,736     10,200,782 
                          ============   ============  ============   ============  ============   ============ 
</TABLE>

<TABLE>
<CAPTION>
                                                                        Wanger 
                                          Strategic      Aberdeen    International  Wanger U.S. 
                          Real Estate       Theme        New Asia      Small Cap     Small Cap 
                          ------------- -------------  ------------- ------------- -------------- 
<S>                         <C>           <C>           <C>             <C>           <C>
Units outstanding, 
  beginning of period             0               0             0             0             0 
Participant deposits         97,107         440,485       132,572         7,185        11,020 
Participant transfers       577,902       1,331,993     1,794,742       270,302       422,226 
Participant withdrawals     (13,748)       (110,343)      (19,089)         (600)       (1,152) 
                          ------------   ------------  ------------   ------------  ------------ 
Units outstanding, end 
  of period                 661,261       1,662,135     1,908,225       276,887       432,094 
                          ============   ============  ============   ============  ============ 
</TABLE>

                                     66
<PAGE> 

              PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT 
                        NOTES TO FINANCIAL STATEMENTS 

<TABLE>
<CAPTION>
                             Money                     Multi-Sector      Total 
                             Market        Growth      Fixed Income     Return     International    Balanced 
                          ------------- -------------  ------------- -------------  --------------------------- 
Joint Edge: 
<S>                        <C>            <C>            <C>           <C>           <C>            <C>
Units outstanding, 
  beginning of period         296,269     1,113,293       95,464        194,742       555,114        400,572 
Participant deposits        1,669,894       861,329       50,903        130,539       363,107        141,144 
Participant transfers      (1,246,393)      303,113       22,644         54,934       131,390         24,694 
Participant withdrawals      (194,883)     (389,873)     (23,163)       (64,904)     (158,397)       (70,795) 
                          ------------   ------------  ------------   ------------  ------------   ------------ 
Units outstanding, end 
  of period                   524,887     1,887,862      145,848        315,311       891,214        495,615 
                          ============   ============  ============   ============  ============   ============ 
</TABLE>

<TABLE>
<CAPTION>
                                                                        Wanger 
                                          Strategic      Aberdeen    International  Wanger U.S. 
                          Real Estate       Theme        New Asia      Small Cap     Small Cap 
                          ------------- -------------  ------------- ------------- -------------- 
<S>                          <C>           <C>            <C>           <C>            <C>
Units outstanding, 
  beginning of period             0              0             0             0              0 
Participant deposits          3,231         54,473         5,953           842            175 
Participant transfers        17,724        103,930        32,722        10,988         17,550 
Participant withdrawals      (1,758)       (15,074)       (3,760)         (114)           (57) 
                          ------------   ------------  ------------   ------------  ------------ 
Units outstanding, end 
  of period                  19,197        143,329        34,915        11,716         17,668 
                          ============   ============  ============   ============  ============ 
</TABLE>

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

Note 6--Investment Advisory Fees and Related Party Transactions 
  Phoenix and its indirect, majority owned subsidiary, Phoenix Equity Planning 
Corporation, a registered broker/dealer in securities, provide all services 
to the Account. 

  The cost of insurance is charged to each policy on a monthly basis by a 
withdrawal of participant units prorated among the elected Sub-Accounts. The 
amount charged to each policy depends on a number of variables including sex, 
age and risk class as well as the death benefit and cash value of the policy. 
Such costs aggregated $19,666,478 during the year 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 partial surrender charge equal 
to a pro rata portion of the applicable surrender charge is deducted from the 
policy value and paid to Phoenix. 

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

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

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

Note 7--Diversification Requirements 
  Under the provisions of Section 817(h) of the Internal Revenue Code (the 
Code), a variable universal life contract, other than a contract issued in 
connection with certain types of employee benefit plans, will not be treated 
as a universal life contract for federal tax purposes for any period for 
which the investments of the segregated asset account on which the contract 
is based are not adequately diversified. The Code provides that the 
"adequately diversified" requirement may be met if the underlying investments 
satisfy either a statutory safe harbor test or diversification requirements 
set forth in regulations issued by the Secretary of Treasury. 

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

                                     67
<PAGE> 

                        REPORT OF INDEPENDENT ACCOUNTANTS 

Price Waterhouse LLP 

[Price Waterhouse Logo] 

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

In our opinion, the accompanying statement of assets and liabilities and the 
related statement of operations and of changes in net assets present fairly, 
in all material respects, the financial position of the Money Market 
Sub-Account, Growth Sub-Account, Multi-Sector Fixed Income Sub-Account 
(formerly the Bond Sub-Account), Total Return Sub-Account, International 
Sub-Account, Balanced Sub-Account, Real Estate Sub-Account, Strategic Theme 
Sub-Account, Aberdeen New Asia 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 

                                     68
<PAGE> 

PHOENIX HOME LIFE 
VARIABLE UNIVERSAL LIFE ACCOUNT 

Phoenix Home Life Mutual Insurance Company 
One American Row 
Hartford, Connecticut 06115 

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

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

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

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

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

                                       69

<PAGE> 

APPENDIX A

THE GUARANTEED INTEREST ACCOUNT

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

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

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

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

    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 at that time to the GIA. This rate will
likewise remain in effect for a guarantee period of one full year from the date
the new rate is applied.

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

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

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


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

                                       70
<PAGE>

                                   APPENDIX B

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

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

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

1.  Issue Charge of $150.

2.  Monthly Administrative Charge of $5 per month ($10 per month guaranteed 
    maximum).

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

4.  A Federal Tax Charge of 1.5% (for Single Life Policies only).

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

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

   
    These illustrations also assume an average investment advisory fee of .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 items such as
brokerage commissions, are paid by the Adviser or Phoenix. Management may decide
to limit the amount of expense reimbursement in the future. If expense
reimbursement had not been in place for the fiscal year ended December 31, 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 -1.72%, 4.23% and 10.19%, respectively (applicable for
the first 15 Policy Years for Single Life Policies and -1.18%, 4.81% and 10.79%
respectively after the 15th Policy Year for Single Life Policies). For
individual illustrations, interest rates ranging between 0% and 12% may be
selected in place of the 0%, 6% and 12% rates.

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

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

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

                                       71
<PAGE>
<TABLE>
   
<CAPTION>
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                                          PAGE 1 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                             FACE AMOUNT: $100,000
                                                                                                    INITIAL ANNUAL PREMIUM: $1,000
MALE 35 NEVERSMOKE

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

                                               ASSUMING CURRENT CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>    
       1      1,000      1,050        575          0    100,000        620          0    100,000        666          0    100,000
       2      1,000      2,153      1,282        397    100,000      1,414        529    100,000      1,551        666    100,000
       3      1,000      3,310      1,968        661    100,000      2,231        924    100,000      2,517      1,210    100,000
       4      1,000      4,526      2,632      1,325    100,000      3,074      1,767    100,000      3,571      2,264    100,000
       5      1,000      5,802      3,273      1,966    100,000      3,940      2,633    100,000      4,721      3,414    100,000

       6      1,000      7,142      3,890      2,727    100,000      4,830      3,668    100,000      5,976      4,814    100,000
       7      1,000      8,549      4,481      3,463    100,000      5,743      4,726    100,000      7,345      6,328    100,000
       8      1,000     10,027      5,046      4,174    100,000      6,680      5,807    100,000      8,840      7,968    100,000
       9      1,000     11,578      5,584      5,149    100,000      7,640      7,204    100,000     10,472     10,037    100,000
      10      1,000     13,207      6,096      6,096    100,000      8,624      8,624    100,000     12,256     12,256    100,000

      11      1,000     14,917      6,585      6,585    100,000      9,637      9,637    100,000     14,213     14,213    100,000
      12      1,000     16,713      7,051      7,051    100,000     10,682     10,682    100,000     16,361     16,361    100,000
      13      1,000     18,599      7,495      7,495    100,000     11,758     11,758    100,000     18,720     18,720    100,000
      14      1,000     20,579      7,916      7,916    100,000     12,868     12,868    100,000     21,314     21,314    100,000
      15      1,000     22,657      8,314      8,314    100,000     14,012     14,012    100,000     24,167     24,167    100,000

      16      1,000     24,840      8,738      8,738    100,000     15,276     15,276    100,000     27,459     27,459    100,000
      17      1,000     27,132      9,138      9,138    100,000     16,587     16,587    100,000     31,104     31,104    100,000
      18      1,000     29,539      9,510      9,510    100,000     17,944     17,944    100,000     35,141     35,141    100,000
      19      1,000     32,066      9,854      9,854    100,000     19,349     19,349    100,000     39,615     39,615    100,000
      20      1,000     34,719     10,166     10,166    100,000     20,802     20,802    100,000     44,576     44,576    100,000

    @ 65      1,000     69,761     10,629     10,629    100,000     38,040     38,040    100,000    136,375    136,375    166,378
</TABLE>
Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
34.

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.73%
(includes mortality and expense risk charge of 0.8% for 15 years, then 0.25% and
average fund operating expenses of 0.93% applicable to the investment
Subaccounts of the VUL Separate Account). Hypothetical gross interest rates are
presented for illustrative purposes only to illustrate funds allocated entirely
to the investment Subaccounts of the VUL Separate Account and do not in any way
represent actual results or suggest that such results will be achieved in the
future. Actual values will differ from those shown whenever actual investment
results differ from hypothetical gross interest rates illustrated. A GIA
providing interest at a minimum guaranteed rate of 4% also is available under
this product through the General Account.
    
This illustration assumes a premium tax of 2.25%.

                                       72
<PAGE>
<TABLE>
   
<CAPTION>
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                                          PAGE 2 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                             FACE AMOUNT: $100,000
                                                                                                    INITIAL ANNUAL PREMIUM: $1,000
MALE 35 NEVERSMOKE

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

                                               ASSUMING GUARANTEED CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>       <C>         <C>       <C>         <C>        <C>       <C>       <C>        <C>        <C>    
       1      1,000      1,050        512          0    100,000        556          0    100,000        599          0    100,000
       2      1,000      2,153      1,157        272    100,000      1,281        396    100,000      1,410        525    100,000
       3      1,000      3,310      1,782        475    100,000      2,028        721    100,000      2,294        987    100,000
       4      1,000      4,526      2,385      1,078    100,000      2,795      1,488    100,000      3,258      1,951    100,000
       5      1,000      5,802      2,966      1,659    100,000      3,583      2,276    100,000      4,308      3,001    100,000

       6      1,000      7,142      3,524      2,362    100,000      4,392      3,230    100,000      5,452      4,290    100,000
       7      1,000      8,549      4,056      3,039    100,000      5,219      4,202    100,000      6,698      5,681    100,000
       8      1,000     10,027      4,563      3,691    100,000      6,066      5,193    100,000      8,057      7,184    100,000
       9      1,000     11,578      5,044      4,608    100,000      6,931      6,496    100,000      9,537      9,102    100,000
      10      1,000     13,207      5,497      5,497    100,000      7,816      7,816    100,000     11,154     11,154    100,000

      11      1,000     14,917      5,921      5,921    100,000      8,717      8,717    100,000     12,918     12,918    100,000
      12      1,000     16,713      6,314      6,314    100,000      9,635      9,635    100,000     14,843     14,843    100,000
      13      1,000     18,599      6,675      6,675    100,000     10,568     10,568    100,000     16,946     16,946    100,000
      14      1,000     20,579      7,003      7,003    100,000     11,517     11,517    100,000     19,246     19,246    100,000
      15      1,000     22,657      7,294      7,294    100,000     12,478     12,478    100,000     21,762     21,762    100,000

      16      1,000     24,840      7,591      7,591    100,000     13,528     13,528    100,000     24,654     24,654    100,000
      17      1,000     27,132      7,846      7,846    100,000     14,595     14,595    100,000     27,839     27,839    100,000
      18      1,000     29,539      8,052      8,052    100,000     15,675     15,675    100,000     31,349     31,349    100,000
      19      1,000     32,066      8,205      8,205    100,000     16,765     16,765    100,000     35,221     35,221    100,000
      20      1,000     34,719      8,298      8,298    100,000     17,858     17,858    100,000     39,494     39,494    100,000

    @ 65      1,000     69,761      4,144      4,144    100,000     27,807     27,807    100,000    118,357    118,357    144,396
</TABLE>
Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
34.

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.73%
(includes mortality and expense risk charge of 0.8% for 15 years, then 0.25% and
average fund operating expenses of 0.93% applicable to the investment
Subaccounts of the VUL Separate Account). Hypothetical gross interest rates are
presented for illustrative purposes only to illustrate funds allocated entirely
to the investment Subaccounts of the VUL Separate Account and do not in any way
represent actual results or suggest that such results will be achieved in the
future. Actual values will differ from those shown whenever actual investment
results differ from hypothetical gross interest rates illustrated. A GIA
providing interest at a minimum guaranteed rate of 4% also is available under
this product through the General Account.
    
This illustration assumes a premium tax of 2.25%.

                                       73

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

FEMALE 35 NEVERSMOKE

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

                                               ASSUMING CURRENT CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>       <C>         <C>       <C>         <C>        <C>       <C>       <C>        <C>        <C>    
       1      1,000      1,050        602          0    100,000        648          0    100,000        695          0    100,000
       2      1,000      2,153      1,335        481    100,000      1,470        616    100,000      1,611        757    100,000
       3      1,000      3,310      2,046        851    100,000      2,317      1,122    100,000      2,611      1,415    100,000
       4      1,000      4,526      2,736      1,541    100,000      3,191      1,995    100,000      3,703      2,508    100,000
       5      1,000      5,802      3,402      2,207    100,000      4,090      2,894    100,000      4,895      3,700    100,000

       6      1,000      7,142      4,045      2,981    100,000      5,015      3,951    100,000      6,197      5,133    100,000
       7      1,000      8,549      4,661      3,729    100,000      5,965      5,032    100,000      7,618      6,686    100,000
       8      1,000     10,027      5,253      4,452    100,000      6,941      6,140    100,000      9,171      8,370    100,000
       9      1,000     11,578      5,820      5,420    100,000      7,944      7,545    100,000     10,870     10,470    100,000
      10      1,000     13,207      6,363      6,363    100,000      8,977      8,977    100,000     12,731     12,731    100,000

      11      1,000     14,917      6,888      6,888    100,000     10,047     10,047    100,000     14,777     14,777    100,000
      12      1,000     16,713      7,395      7,395    100,000     11,155     11,155    100,000     17,028     17,028    100,000
      13      1,000     18,599      7,884      7,884    100,000     12,303     12,303    100,000     19,505     19,505    100,000
      14      1,000     20,579      8,356      8,356    100,000     13,492     13,492    100,000     22,233     22,233    100,000
      15      1,000     22,657      8,810      8,810    100,000     14,725     14,725    100,000     25,238     25,238    100,000

      16      1,000     24,840      9,297      9,297    100,000     16,091     16,091    100,000     28,707     28,707    100,000
      17      1,000     27,132      9,767      9,767    100,000     17,516     17,516    100,000     32,554     32,554    100,000
      18      1,000     29,539     10,219     10,219    100,000     19,001     19,001    100,000     36,821     36,821    100,000
      19      1,000     32,066     10,652     10,652    100,000     20,549     20,549    100,000     41,553     41,553    100,000
      20      1,000     34,719     11,065     11,065    100,000     22,163     22,163    100,000     46,806     46,806    100,000

    @ 65      1,000     69,761     13,892     13,892    100,000     42,753     42,753    100,000    144,062    144,062    175,757
</TABLE>
Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
39.

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.73%
(includes mortality and expense risk charge of 0.8% for 15 years, then 0.25% and
average fund operating expenses of 0.93% applicable to the investment
Subaccounts of the VUL Separate Account). Hypothetical gross interest rates are
presented for illustrative purposes only to illustrate funds allocated entirely
to the investment Subaccounts of the VUL Separate Account and do not in any way
represent actual results or suggest that such results will be achieved in the
future. Actual values will differ from those shown whenever actual investment
results differ from hypothetical gross interest rates illustrated. A GIA
providing interest at a minimum guaranteed rate of 4% also is available under
this product through the General Account.
    
This illustration assumes a premium tax of 2.25%.

                                       74
<PAGE>
<TABLE>
   
<CAPTION>
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                                          PAGE 2 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                             FACE AMOUNT: $100,000
                                                                                                    INITIAL ANNUAL PREMIUM: $1,000
FEMALE 35 NEVERSMOKE

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

                                               ASSUMING GUARANTEED CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>       <C>         <C>       <C>         <C>        <C>       <C>       <C>        <C>        <C>    
       1      1,000      1,050        534          0    100,000        578          0    100,000        622          0    100,000
       2      1,000      2,153      1,199        345    100,000      1,326        472    100,000      1,457        604    100,000
       3      1,000      3,310      1,844        648    100,000      2,095        900    100,000      2,368      1,173    100,000
       4      1,000      4,526      2,466      1,271    100,000      2,887      1,691    100,000      3,361      2,165    100,000
       5      1,000      5,802      3,066      1,871    100,000      3,699      2,504    100,000      4,442      3,247    100,000

       6      1,000      7,142      3,642      2,578    100,000      4,533      3,470    100,000      5,622      4,558    100,000
       7      1,000      8,549      4,193      3,260    100,000      5,387      4,455    100,000      6,906      5,974    100,000
       8      1,000     10,027      4,718      3,917    100,000      6,262      5,461    100,000      8,307      7,506    100,000
       9      1,000     11,578      5,219      4,819    100,000      7,159      6,759    100,000      9,837      9,437    100,000
      10      1,000     13,207      5,695      5,695    100,000      8,079      8,079    100,000     11,511     11,511    100,000

      11      1,000     14,917      6,147      6,147    100,000      9,024      9,024    100,000     13,342     13,342    100,000
      12      1,000     16,713      6,574      6,574    100,000      9,992      9,992    100,000     15,349     15,349    100,000
      13      1,000     18,599      6,975      6,975    100,000     10,985     10,985    100,000     17,547     17,547    100,000
      14      1,000     20,579      7,348      7,348    100,000     12,002     12,002    100,000     19,957     19,957    100,000
      15      1,000     22,657      7,693      7,693    100,000     13,043     13,043    100,000     22,602     22,602    100,000

      16      1,000     24,840      8,053      8,053    100,000     14,187     14,187    100,000     25,646     25,646    100,000
      17      1,000     27,132      8,382      8,382    100,000     15,364     15,364    100,000     29,010     29,010    100,000
      18      1,000     29,539      8,677      8,677    100,000     16,572     16,572    100,000     32,727     32,727    100,000
      19      1,000     32,066      8,932      8,932    100,000     17,810     17,810    100,000     36,838     36,838    100,000
      20      1,000     34,719      9,149      9,149    100,000     19,080     19,080    100,000     41,390     41,390    100,000

    @ 65      1,000     69,761      8,644      8,644    100,000     33,735     33,735    100,000    125,895    125,895    153,592
</TABLE>
Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
39.

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.73%
(includes mortality and expense risk charge of 0.8% for 15 years, then 0.25% and
average fund operating expenses of 0.93% applicable to the investment
Subaccounts of the VUL Separate Account). Hypothetical gross interest rates are
presented for illustrative purposes only to illustrate funds allocated entirely
to the investment Subaccounts of the VUL Separate Account and do not in any way
represent actual results or suggest that such results will be achieved in the
future. Actual values will differ from those shown whenever actual investment
results differ from hypothetical gross interest rates illustrated. A GIA
providing interest at a minimum guaranteed rate of 4% also is available under
this product through the General Account.
    
This illustration assumes a premium tax of 2.25%.

                                       75
<PAGE>
<TABLE>
   
<CAPTION>
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                                          PAGE 1 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                             FACE AMOUNT: $100,000
                                                                                                    INITIAL ANNUAL PREMIUM: $1,000
MALE 35 NEVERSMOKE

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

                                               ASSUMING CURRENT CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>       <C>         <C>       <C>         <C>        <C>       <C>       <C>        <C>        <C>    
       1      1,000      1,050        574          0    100,574        619          0    100,620        665          0    100,665
       2      1,000      2,153      1,279        393    101,279      1,410        525    101,410      1,547        661    101,547
       3      1,000      3,310      1,961        654    101,961      2,223        916    102,223      2,507      1,200    102,508
       4      1,000      4,526      2,619      1,312    102,620      3,058      1,751    103,059      3,553      2,246    103,554
       5      1,000      5,802      3,253      1,946    103,254      3,915      2,608    103,916      4,691      3,384    104,692

       6      1,000      7,142      3,861      2,699    103,862      4,793      3,631    104,794      5,930      4,768    105,930
       7      1,000      8,549      4,442      3,424    104,442      5,691      4,673    105,691      7,276      6,259    107,276
       8      1,000     10,027      4,995      4,122    104,995      6,608      5,735    106,608      8,740      7,868    108,741
       9      1,000     11,578      5,518      5,082    105,518      7,543      7,107    107,543     10,332      9,897    110,333
      10      1,000     13,207      6,011      6,011    106,012      8,496      8,496    108,497     12,065     12,065    112,065

      11      1,000     14,917      6,480      6,480    106,481      9,473      9,473    109,474     13,957     13,957    113,957
      12      1,000     16,713      6,924      6,924    106,925     10,474     10,474    110,475     16,023     16,023    116,024
      13      1,000     18,599      7,343      7,343    107,344     11,500     11,500    111,501     18,282     18,282    118,282
      14      1,000     20,579      7,737      7,737    107,738     12,551     12,551    112,551     20,751     20,751    120,752
      15      1,000     22,657      8,105      8,105    108,106     13,626     13,626    113,626     23,452     23,452    123,453

      16      1,000     24,840      8,495      8,495    108,496     14,809     14,809    114,809     26,554     26,554    126,555
      17      1,000     27,132      8,857      8,857    108,858     16,025     16,025    116,025     29,966     29,966    129,967
      18      1,000     29,539      9,188      9,188    109,188     17,271     17,271    117,272     33,718     33,718    133,718
      19      1,000     32,066      9,486      9,486    109,487     18,548     18,548    118,549     37,844     37,844    137,844
      20      1,000     34,719      9,748      9,748    109,749     19,853     19,853    119,853     42,381     42,381    142,381

    @ 65      1,000     69,761      9,374      9,374    109,374     33,499     33,499    133,499    121,494    121,494    221,495
</TABLE>
Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
33.

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.73%
(includes mortality and expense risk charge of 0.8% for 15 years, then 0.25% and
average fund operating expenses of 0.93% applicable to the investment
Subaccounts of the VUL Separate Account). Hypothetical gross interest rates are
presented for illustrative purposes only to illustrate funds allocated entirely
to the investment Subaccounts of the VUL Separate Account and do not in any way
represent actual results or suggest that such results will be achieved in the
future. Actual values will differ from those shown whenever actual investment
results differ from hypothetical gross interest rates illustrated. A GIA
providing interest at a minimum guaranteed rate of 4% also is available under
this product through the General Account.
    
This illustration assumes a premium tax of 2.25%.

                                       76
<PAGE>
<TABLE>
   
<CAPTION>
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                                          PAGE 2 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                             FACE AMOUNT: $100,000
                                                                                                    INITIAL ANNUAL PREMIUM: $1,000
MALE 35 NEVERSMOKE

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

                                               ASSUMING GUARANTEED CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>       <C>         <C>       <C>         <C>        <C>       <C>       <C>        <C>        <C>    
       1      1,000      1,050        511          0    100,512        554          0    100,555        598          0    100,598
       2      1,000      2,153      1,154        269    101,155      1,277        392    101,278      1,406        521    101,406
       3      1,000      3,310      1,775        468    101,775      2,019        712    102,020      2,285        978    102,285
       4      1,000      4,526      2,373      1,066    102,374      2,781      1,474    102,781      3,241      1,934    103,241
       5      1,000      5,802      2,948      1,640    102,948      3,560      2,253    103,561      4,279      2,972    104,280

       6      1,000      7,142      3,497      2,335    103,498      4,357      3,195    104,358      5,408      4,246    105,408
       7      1,000      8,549      4,020      3,002    104,020      5,170      4,152    105,170      6,632      5,615    106,633
       8      1,000     10,027      4,515      3,643    104,516      5,998      5,126    105,999      7,963      7,090    107,963
       9      1,000     11,578      4,981      4,546    104,982      6,840      6,405    106,841      9,406      8,971    109,407
      10      1,000     13,207      5,419      5,419    105,419      7,696      7,696    107,697     10,975     10,975    110,975

      11      1,000     14,917      5,824      5,824    105,824      8,563      8,563    108,564     12,676     12,676    112,677
      12      1,000     16,713      6,195      6,195    106,195      9,439      9,439    109,439     14,523     14,523    114,524
      13      1,000     18,599      6,531      6,531    106,532     10,322     10,322    110,323     16,527     16,527    116,528
      14      1,000     20,579      6,831      6,831    106,831     11,211     11,211    111,212     18,703     18,703    118,704
      15      1,000     22,657      7,091      7,091    107,091     12,102     12,102    112,102     21,063     21,063    121,064

      16      1,000     24,840      7,352      7,352    107,352    13,,066     13,066    113,066     23,757     23,757    123,758
      17      1,000     27,132      7,566      7,566    107,566     14,031     14,031    114,032     26,696     26,696    126,696
      18      1,000     29,539      7,726      7,726    107,727     14,991     14,991    114,991     29,897     29,897    129,898
      19      1,000     32,066      7,829      7,829    107,829     15,938     15,938    115,938     33,384     33,384    133,385
      20      1,000     34,719      7,864      7,864    107,865     16,863     16,863    116,863     37,178     37,178    137,178

    @ 65      1,000     69,761      2,894      2,894    102,894     22,504     22,504    122,504     98,872     98,872    198,872
</TABLE>
Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
33.

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.73%
(includes mortality and expense risk charge of 0.8% for 15 years, then 0.25% and
average fund operating expenses of 0.93% applicable to the investment
Subaccounts of the VUL Separate Account). Hypothetical gross interest rates are
presented for illustrative purposes only to illustrate funds allocated entirely
to the investment Subaccounts of the VUL Separate Account and do not in any way
represent actual results or suggest that such results will be achieved in the
future. Actual values will differ from those shown whenever actual investment
results differ from hypothetical gross interest rates illustrated. A GIA
providing interest at a minimum guaranteed rate of 4% also is available under
this product through the General Account.
    
This illustration assumes a premium tax of 2.25%.

                                       77
<PAGE>
<TABLE>
   
<CAPTION>
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                                          PAGE 1 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                             FACE AMOUNT: $100,000
                                                                                                    INITIAL ANNUAL PREMIUM: $1,000
FEMALE 35 NEVERSMOKE

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

                                              ASSUMING CURRENT CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>       <C>         <C>       <C>         <C>        <C>       <C>       <C>        <C>        <C>    
       1      1,000      1,050        601          0    100,601        647          0    100,648        693          0    100,694
       2      1,000      2,153      1,332        478    101,332      1,466        612    101,467      1,607        753    101,607
       3      1,000      3,310      2,040        845    102,041      2,310      1,115    102,310      2,602      1,407    102,603
       4      1,000      4,526      2,725      1,530    102,725      3,177      1,982    103,178      3,687      2,492    103,688
       5      1,000      5,802      3,385      2,189    103,385      4,068      2,873    104,069      4,869      3,673    104,869

       6      1,000      7,142      4,019      2,956    104,020      4,982      3,919    104,983      6,156      5,092    106,156
       7      1,000      8,549      4,626      3,694    104,627      5,918      4,986    105,918      7,556      6,624    107,557
       8      1,000     10,027      5,206      4,405    105,207      6,876      6,075    106,876      9,081      8,280    109,082
       9      1,000     11,578      5,759      5,360    105,760      7,857      7,457    107,857     10,744     10,344    110,744
      10      1,000     13,207      6,286      6,286    106,287      8,862      8,862    108,863     12,558     12,558    112,558

      11      1,000     14,917      6,793      6,793    106,794      9,899      9,899    109,900     14,545     14,545    114,546
      12      1,000     16,713      7,281      7,281    107,281     10,969     10,969    110,969     16,724     16,724    116,724
      13      1,000     18,599      7,748      7,748    107,749     12,072     12,072    112,072     19,112     19,112    119,113
      14      1,000     20,579      8,196      8,196    108,196     13,209     13,209    113,209     21,731     21,731    121,731
      15      1,000     22,657      8,624      8,624    108,624     14,382     14,382    114,382     24,603     24,603    124,604

      16      1,000     24,840      9,081      9,081    109,082     15,677     15,677    115,678     27,908     27,908    127,908
      17      1,000     27,132      9,519      9,519    109,520     17,021     17,021    117,021     31,554     31,554    131,555
      18      1,000     29,539      9,937      9,937    109,937     18,412     18,412    118,413     35,578     35,578    135,578
      19      1,000     32,066     10,331     10,331    110,331     19,852     19,852    119,853     40,016     40,016    140,017
      20      1,000     34,719     10,703     10,703    110,703     21,343     21,343    121,344     44,915     44,915    144,916

    @ 65      1,000     69,761     12,890     12,890    112,890     39,275     39,275    139,275    132,920    132,920    232,921
</TABLE>
Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
38.

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.73%
(includes mortality and expense risk charge of 0.8% for 15 years, then 0.25% and
average fund operating expenses of 0.93% applicable to the investment
Subaccounts of the VUL Separate Account). Hypothetical gross interest rates are
presented for illustrative purposes only to illustrate funds allocated entirely
to the investment Subaccounts of the VUL Separate Account and do not in any way
represent actual results or suggest that such results will be achieved in the
future. Actual values will differ from those shown whenever actual investment
results differ from hypothetical gross interest rates illustrated. A GIA
providing interest at a minimum guaranteed rate of 4% also is available under
this product through the General Account.

This illustration assumes a premium tax of 2.25%.
    

                                       78
<PAGE>
<TABLE>
   
<CAPTION>
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                                          PAGE 2 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                             FACE AMOUNT: $100,000
                                                                                                    INITIAL ANNUAL PREMIUM: $1,000
FEMALE 35 NEVERSMOKE

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

                                               ASSUMING GUARANTEED CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>       <C>         <C>       <C>         <C>        <C>       <C>       <C>        <C>        <C>    
       1      1,000      1,050        533         0     100,533        577          0    100,577        621          0    100,621
       2      1,000      2,153      1,196       342     101,197      1,322        468    101,323      1,454        600    101,454
       3      1,000      3,310      1,837       642     101,838      2,088        893    102,088      2,360      1,164    102,360
       4      1,000      4,526      2,455     1,260     102,456      2,874      1,678    102,874      3,345      2,150    103,346
       5      1,000      5,802      3,049     1,854     103,050      3,678      2,483    102,679      4,417      3,221    104,417

       6      1,000      7,142      3,618     2,554     103,618      4,502      3,483    104,502      5,581      4,517    105,582
       7      1,000      8,549      4,159     3,226     104,159      5,342      4,410    105,342      6,845      5,913    106,846
       8      1,000     10,027      4,673     3,872     104,673      6,199      5,398    106,200      8,219      7,419    108,220
       9      1,000     11,578      5,160     4,760     105,160      7,074      6,674    107,075      9,715      9,315    109,715
      10      1,000     13,207      5,621     5,621     105,622      7,968      7,968    107,968     11,343     11,343    111,343

      11      1,000     14,917      6,055     6,055     106,056      8,880      8,880    108,880     13,117     13,117    113,117
      12      1,000     16,713      6,462     6,462     106,463      9,810      9,810    109,810     15,051     15,051    115,051
      13      1,000     18,599      6,840     6,840     106,841     10,757     10,757    110,757     17,158     17,158    117,159
      14      1,000     20,579      7,188     7,188     107,189     11,719     11,719    111,720     19,455     19,455    119,456
      15      1,000     22,657      7,505     7,505     107,506     12,697     12,697    112,698     21,960     21,960    121,960

      16      1,000     24,840      7,833     7,833     107,833     13,764     13,764    113,764     24,826     24,826    124,827
      17      1,000     27,132      8,126     8,126     108,126     14,850     14,850    114,850     27,970     27,970    127,971
      18      1,000     29,539      8,380     8,380     108,380     15,952     15,952    115,953     31,416     31,416    131,416
      19      1,000     32,066      8,591     8,591     108,591     17,065     17,065    117,066     35,190     35,190    135,191
      20      1,000     34,719      8,757     8,757     108,758     18,189     18,189    118,190     39,328     39,328    139,328

    @ 65      1,000     69,761      7,497     7,497     107,497     29,438     29,438    129,439    111,012    111,012    211,012
</TABLE>
Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
38.

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.73%
(includes mortality and expense risk charge of 0.8% for 15 years, then 0.25% and
average fund operating expenses of 0.93% applicable to the investment
Subaccounts of the VUL Separate Account). Hypothetical gross interest rates are
presented for illustrative purposes only to illustrate funds allocated entirely
to the investment Subaccounts of the VUL Separate Account and do not in any way
represent actual results or suggest that such results will be achieved in the
future. Actual values will differ from those shown whenever actual investment
results differ from hypothetical gross interest rates illustrated. A GIA
providing interest at a minimum guaranteed rate of 4% also is available under
this product through the General Account.

This illustration assumes a premium tax of 2.25%.
    

                                       79
<PAGE>
<TABLE>
   
<CAPTION>
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                                          PAGE 1 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                             FACE AMOUNT: $100,000
                                                                                                    INITIAL ANNUAL PREMIUM: $1,000
MALE 35 NEVERSMOKE
FEMALE 35 NEVERSMOKE

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

                                             ASSUMING CURRENT CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>       <C>         <C>       <C>         <C>        <C>       <C>       <C>        <C>        <C>    
       1      1,000      1,050        513          0    100,000        557          0    100,000        601          0    100,000
       2      1,000      2,153      1,156        174    100,000      1,281        299    100,000      1,412        429    100,000
       3      1,000      3,310      1,778        697    100,000      2,025        945    100,000      2,294      1,213    100,000
       4      1,000      4,526      2,378      1,207    100,000      2,790      1,619    100,000      3,255      2,084    100,000
       5      1,000      5,802      2,954      1,748    100,000      3,574      2,367    100,000      4,302      3,096    100,000

       6      1,000      7,142      3,506      2,444    100,000      4,377      3,315    100,000      5,441      4,380    100,000
       7      1,000      8,549      4,033      3,116    100,000      5,199      4,282    100,000      6,684      5,767    100,000
       8      1,000     10,027      4,533      3,836    100,000      6,038      5,342    100,000      8,036      7,340    100,000
       9      1,000     11,578      5,008      4,531    100,000      6,899      6,422    100,000      9,514      9,037    100,000
      10      1,000     13,207      5,454      5,454    100,000      7,776      7,776    100,000     11,126     11,126    100,000

      11      1,000     14,917      5,870      5,870    100,000      8,670      8,670    100,000     12,885     12,885    100,000
      12      1,000     16,713      6,248      6,248    100,000      9,573      9,573    100,000     14,799     14,799    100,000
      13      1,000     18,599      6,585      6,585    100,000     10,482     10,482    100,000     16,883     16,883    100,000
      14      1,000     20,579      6,879      6,879    100,000     11,396     11,396    100,000     19,154     19,154    100,000
      15      1,000     22,657      7,127      7,127    100,000     12,313     12,313    100,000     21,632     21,632    100,000

      16      1,000     24,840      7,328      7,328    100,000     13,231     13,231    100,000     24,340     24,340    100,000
      17      1,000     27,132      7,482      7,482    100,000     14,151     14,151    100,000     27,303     27,303    100,000
      18      1,000     29,539      7,584      7,584    100,000     15,069     15,069    100,000     30,550     30,550    100,000
      19      1,000     32,066      7,630      7,630    100,000     15,981     15,981    100,000     34,112     34,112    100,000
      20      1,000     34,719      7,614      7,614    100,000     16,882     16,882    100,000     38,022     38,022    100,000

    @ 65      1,000     69,761      1,989      1,989    100,000     23,387     23,387    100,000    108,037    108,037    100,000
</TABLE>
Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
24.

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.73%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 0.93% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.

This illustration assumes a premium tax of 2.25%.
    

                                       80
<PAGE>
<TABLE>
   
<CAPTION>
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                                          PAGE 2 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                             FACE AMOUNT: $100,000
                                                                                                    INITIAL ANNUAL PREMIUM: $1,000
MALE 35 NEVERSMOKE
FEMALE 35 NEVERSMOKE

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

                                        ASSUMING GUARANTEED CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>       <C>         <C>       <C>         <C>        <C>       <C>       <C>        <C>        <C>    
       1      1,000      1,050        386          0    100,000        426          0    100,000        466          0    100,000
       2      1,000      2,153        899          0    100,000      1,007         25    100,000      1,121        139    100,000
       3      1,000      3,310      1,383        302    100,000      1,594        513    100,000      1,823        743    100,000
       4      1,000      4,526      1,837        667    100,000      2,183      1,012    100,000      2,575      1,404    100,000
       5      1,000      5,802      2,258      1,052    100,000      2,772      1,565    100,000      3,378      2,172    100,000

       6      1,000      7,142      2,645      1,584    100,000      3,358      2,297    100,000      4,236      3,174    100,000
       7      1,000      8,549      2,992      2,076    100,000      3,937      3,020    100,000      5,149      4,233    100,000
       8      1,000     10,027      3,301      2,604    100,000      4,508      3,811    100,000      6,125      5,428    100,000
       9      1,000     11,578      3,569      3,092    100,000      5,068      4,592    100,000      7,167      6,690    100,000
      10      1,000     13,207      3,796      3,796    100,000      5,618      5,618    100,000      8,284      8,284    100,000

      11      1,000     14,917      3,979      3,979    100,000      6,152      6,152    100,000      9,480      9,480    100,000
      12      1,000     16,713      4,116      4,116    100,000      6,668      6,668    100,000     10,762     10,762    100,000
      13      1,000     18,599      4,203      4,203    100,000      7,161      7,161    100,000     12,136     12,136    100,000
      14      1,000     20,579      4,237      4,237    100,000      7,626      7,626    100,000     13,611     13,611    100,000
      15      1,000     22,657      4,214      4,214    100,000      8,059      8,059    100,000     15,195     15,195    100,000

      16      1,000     24,840      4,129      4,129    100,000      8,452      8,452    100,000     16,898     16,898    100,000
      17      1,000     27,132      3,974      3,974    100,000      8,796      8,796    100,000     18,726     18,726    100,000
      18      1,000     29,539      3,738      3,738    100,000      9,078      9,078    100,000     20,687     20,687    100,000
      19      1,000     32,066      3,411      3,411    100,000      9,285      9,285    100,000     22,791     22,791    100,000
      20      1,000     34,719      2,983      2,983    100,000      9,403      9,403    100,000     25,051     25,051    100,000

    @ 65      1,000     69,761          0          0          0      1,635      1,635    100,000     61,649     61,649    100,000
</TABLE>
Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
24.

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.73%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 0.93% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.

This illustration assumes a premium tax of 2.25%.
    

                                       81
<PAGE>
<TABLE>
   
<CAPTION>
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                                          PAGE 1 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                             FACE AMOUNT: $100,000
                                                                                                    INITIAL ANNUAL PREMIUM: $1,000
MALE 35 NEVERSMOKE
FEMALE 35 NEVERSMOKE

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

                                         ASSUMING CURRENT CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>       <C>         <C>       <C>         <C>        <C>       <C>       <C>        <C>        <C>    
       1      1,000      1,050        512          0    100,512        555          0    100,556        599          0    100,600
       2      1,000      2,153      1,151        169    101,151      1,275        293    101,276      1,405        423    101,406
       3      1,000      3,310      1,768        687    101,768      2,014        933    102,014      2,281      1,200    102,281
       4      1,000      4,526      2,360      1,190    102,361      2,769      1,598    102,769      3,230      2,060    103,231
       5      1,000      5,802      2,928      1,721    102,928      3,541      2,335    103,541      4,261      3,055    104,262

       6      1,000      7,142      3,468      2,407    103,469      4,328      3,267    104,329      5,379      4,318    105,380
       7      1,000      8,549      3,982      3,065    103,982      5,130      4,213    105,131      6,592      5,675    106,592
       8      1,000     10,027      4,466      3,769    104,466      5,945      5,248    105,945      7,906      7,209    107,907
       9      1,000     11,578      4,923      4,466    104,923      6,775      6,298    106,775      9,334      8,857    109,335
      10      1,000     13,207      5,348      5,348    105,348      7,615      7,615    107,616     10,882     10,882    110,883

      11      1,000     14,917      5,740      5,740    105,741      8,464      8,464    108,465     12,561     12,561    112,561
      12      1,000     16,713      6,090      6,090    106,091      9,313      9,313    109,314     14,373     14,373    114,373
      13      1,000     18,599      6,396      6,396    106,396     10,158     10,158    110,158     16,328     16,328    116,328
      14      1,000     20,579      6,654      6,654    106,655     10,995     10,995    110,996     18,438     18,438    118,439
      15      1,000     22,657      6,863      6,863    106,863     11,822     11,822    111,822     20,715     20,715    120,715

      16      1,000     24,840      7,020      7,020    107,020     12,633     12,633    112,633     23,172     23,172    123,173
      17      1,000     27,132      7,125      7,125    107,126     13,429     13,429    113,429     25,828     25,828    125,829
      18      1,000     29,539      7,175      7,175    107,175     14,202     14,202    114,202     28,697     28,697    128,697
      19      1,000     32,066      7,164      7,164    107,165     14,947     14,947    114,947     31,795     31,795    131,795
      20      1,000     34,719      7,087      7,087    107,088     15,654     15,654    115,654     35,137     35,137    135,137

    @ 65      1,000     69,761        767        767    100,768     17,776     17,776    117,776     85,992     85,992    185,993
</TABLE>
Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
24.

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.73%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 0.93% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.

This illustration assumes a premium tax of 2.25%.
    

                                       82
<PAGE>
<TABLE>
   
<CAPTION>
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                                          PAGE 2 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                             FACE AMOUNT: $100,000
                                                                                                    INITIAL ANNUAL PREMIUM: $1,000
MALE 35 NEVERSMOKE
FEMALE 35 NEVERSMOKE

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

                                         ASSUMING GUARANTEED CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>       <C>         <C>       <C>         <C>        <C>       <C>       <C>        <C>        <C>    
       1      1,000      1,050        384          0    100,384        424          0    100,424        463          0    100,464
       2      1,000      2,153        893          0    100,894      1,001         19    101,002      1,114        132    101,464
       3      1,000      3,310      1,372        291    101,372      1,581        500    101,581      1,808        728    101,809
       4      1,000      4,526      1,818        648    101,819      2,160        989    102,161      1,548      1,377    102,548
       5      1,000      5,802      2,230      1,023    102,230      2,736      1,529    102,736      3,333      2,127    103,334

       6      1,000      7,142      2,640      1,543    102,605      3,305      2,243    103,305      4,167      3,106    104,168
       7      1,000      8,549      2,937      2,020    102,937      3,861      2,945    103,862      5,048      4,131    105,048
       8      1,000     10,027      3,228      2,531    103,229      4,405      3,708    104,405      5,981      5,284    105,981
       9      1,000     11,578      3,476      2,999    103,476      4,932      4,455    104,932      6,967      6,491    106,968
      10      1,000     13,207      3,681      3,681    103,681      5,441      5,441    105,441      8,013      8,013    108,014

      11      1,000     14,917      3,839      3,839    103,839      5,927      5,927    105,927      9,120      9,120    109,121
      12      1,000     16,713      3,948      3,948    103,948      6,385      6,385    106,386     10,290     10,290    110,290
      13      1,000     18,599      4,004      4,004    104,005      6,811      6,811    106,812     11,525     11,525    111,526
      14      1,000     20,579      4,006      4,006    104,006      7,199      7,199    107,200     12,829     12,829    112,829
      15      1,000     22,657      3,948      3,948    103,948      7,542      7,542    107,543     14,202     14,202    114,202

      16      1,000     24,840      3,826      3,826    103,826      7,833      7,833    107,833     15,646     15,646    115,646
      17      1,000     27,132      3,632      3,632    103,632      8,060      8,060    108,060     17,158     17,158    117,158
      18      1,000     29,539      3,357      3,357    103,357      8,208      8,208    108,209     18,734     18,734    118,734
      19      1,000     32,066      2,990      2,990    102,990      8,263      8,263    108,264     20,368     20,368    120,368
      20      1,000     34,719      2,523      2,523    102,523      8,211      8,211    108,212     22,055     22,055    122,055

    @ 65      1,000     69,761          0          0          0          0          0          0     40,186     40,186    140,186
</TABLE>
Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
24.

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.73%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 0.93% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.

This illustration assumes a premium tax of 2.25%.
    

                                       83
<PAGE>

                                                                       VERSION B
                                                                       ---------

                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY


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

                         VARIABLE LIFE INSURANCE POLICY

                                   PROSPECTUS

   
                                 July 15, 1997


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

    Premium payments are allocated to one or more of the Subaccounts of the
Phoenix Home Life Variable Universal Life Account (the "VUL Account") or to the
Guaranteed Interest Account ("GIA"), as specified in the applicant's application
for insurance. The VUL Account is divided into Subaccounts, each of which
invests in a corresponding series of the Phoenix Edge Series Fund 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 Policy Value except for that portion of
Policy Value invested in the GIA, which has a 4% minimum interest rate
guarantee. The Policy Value not invested in the GIA will vary to reflect the
investment experience of the Subaccounts of the VUL Account to which premiums
have been allocated. A Policyowner bears the investment risk for all amounts so
allocated. The Policy will remain in effect so long as the Policy Value or Cash
Surrender Value is sufficient to pay certain monthly charges imposed in
connection with the Policy.

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

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

    It may not be advantageous to purchase a Policy as a replacement for 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 Guaranteed Interest Account ......................     7
THE POLICY ..............................................     7
   Introduction .........................................     7
   Eligible Purchasers ..................................     7
   Premium Payment ......................................     7
   Allocation of Issue Premium ..........................     8
   Right to Cancel Period ...............................     8
   Temporary Insurance Coverage .........................     8
   Transfer of Policy Value .............................     8
   Determination of Subaccount Values ...................     9
   Death Benefit ........................................     9
   Surrenders ...........................................    10
   Policy Loans .........................................    10
   Lapse ................................................    11
   Payment of Premiums During Period of Disability ......    11
   Additional Insurance Options .........................    11
   Additional Rider Benefits ............................    12
INVESTMENTS OF THE VUL ACCOUNT ..........................    13
   Participating Mutual Funds ...........................    13
   Investment Adviser to The Phoenix Edge Series Fund....    14
   Investment Adviser to the Wanger Advisors Trust.......    14
   Services of the Advisers..............................    14
   Reinvestment and Redemption ..........................    14
   Substitution of Investments ..........................    14
CHARGES AND DEDUCTIONS ..................................    15
   Monthly Deduction ....................................    15
   Premium Taxes ........................................    15
   Mortality and Expense Risk Charge ....................    15
   Investment Management Charge .........................    16
   Other Charges ........................................    16
GENERAL PROVISIONS ......................................    17
   Postponement of Payments .............................    17
   Payment by Check .....................................    17
   The Contract .........................................    17
   Suicide ..............................................    17
   Incontestability .....................................    17
   Change of Owner or Beneficiary .......................    17
   Assignment ...........................................    18
   Misstatement of Age or Sex ...........................    18
   Surplus ..............................................    18
PAYMENT OF PROCEEDS .....................................    18
   Surrender and Death Benefit Proceeds .................    18
   Payment Options ......................................    18
FEDERAL TAX CONSIDERATIONS ..............................    19
   Introduction .........................................    19
   Phoenix's Tax Status .................................    19
   Policy Benefits ......................................    19
   Business-Owned Policies...............................    20
   Modified Endowment Contracts .........................    20
   Limitations on Unreasonable Mortality                   
      and Expense Charges ...............................    20
   Qualified Plans ......................................    20
   Diversification Standards ............................    20
   Change of Ownership or Insured or Assignment .........    21
   Other Taxes ..........................................    21
VOTING RIGHTS ...........................................    21
   The Funds ............................................    21
   Phoenix ..............................................    21
THE DIRECTORS AND EXECUTIVE OFFICERS OF PHOENIX..........    22
SAFEKEEPING OF THE VUL ACCOUNT'S ASSETS .................    23
SALES OF POLICIES .......................................    23
STATE REGULATION ........................................    23
REPORTS .................................................    23
LEGAL PROCEEDINGS .......................................    23
LEGAL MATTERS ...........................................    23
REGISTRATION STATEMENT ..................................    23
FINANCIAL STATEMENTS ....................................    23
APPENDIX A ..............................................    69
APPENDIX B ..............................................    70
    

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

                                       2

<PAGE>

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

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

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

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

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

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

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

GENERAL ACCOUNT: The general asset account of Phoenix.

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

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

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

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

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

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

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

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

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

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

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

POLICY ANNIVERSARY: Each anniversary of the Policy Date.

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

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

   
POLICYOWNER (OWNER): The Owner of a Policy.
    

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

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

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

   
SERIES: A separate investment portfolio of the Fund.
    

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

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

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

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

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

VUL ACCOUNT: Phoenix Home Life Variable Universal Life Account.

VULA: Variable and Universal Life Administration Division of Phoenix.

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

    The Policy differs from conventional fixed benefit life insurance by
allowing Policyowners to allocate premiums to one or more Subaccounts of the VUL
Account or to the GIA. Each Subaccount invests exclusively in a designated
portfolio of the Fund. Also, under the Policy, the Policy Value invested in the
VUL Account is not guaranteed and may increase or decrease depending upon the

                                        3

<PAGE>

investment experience of the Subaccounts of the VUL Account. Accordingly, the
Policyowner bears the investment risk of any depreciation in value of the
underlying assets but reaps the benefits of any appreciation in value. See
"Policy Value."

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

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

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

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

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

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

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

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

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

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

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

   
    In addition, each Series pays a portion or all of its other 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 Wanger U.S. Small Cap Series
will pay up to .50%; and the Wanger International Small Cap Series will pay up
to .60% of its average net assets annually. See "Charges and Deductions."
    

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

    7.   HOW ARE PREMIUMS ALLOCATED?
    If the applicant elects the Temporary Money Market Allocation Amendment in
the application, Phoenix will allocate the entire Issue Premium less any
applicable charges to the Money Market Subaccount of the VUL Account. Phoenix
requires this election for all applicants in certain states and for applicants
in certain states who indicate on their application that they intend the Policy
to replace existing insurance. At the expiration of the Right to Cancel Period
for such Policyowners, the Policy Value will be allocated among the Subaccounts
of the VUL Account or to the GIA in accordance with the

                                        4

<PAGE>

Policyowner's allocation instructions in the application for insurance. All
other Policyowners will have their Issue Premium less any applicable charges
allocated according to the instructions in the application on the date it is
received without first having the premium placed in the Money Market Subaccount.
The Policy Value may be allocated among the available Subaccounts of the VUL
Account, each of which invests in shares of a designated portfolio of the Funds,
or to the GIA.

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

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

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

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

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

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

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

Example:
Assumptions:

   
Value of hypothetical pre-existing account with exactly one Unit
   at the beginning of the period:.................  1.379843
    
Value of the same account (excluding capital changes) at the
  end of the seven-day period:.....................  1.380945
Calculation:
  Ending account value ............................  1.380945
   Less beginning account value ...................  1.379843
   Net change in account value ....................  0.001102
Base period return:
  (adjusted change/beginning account value) .......  0.000799
Current yield = return x (365/7) = ................    4.16%
Effective yield = [(1 + return)365/7] - 1 = .......    4.25%

    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

                                        5

<PAGE>

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 an applicable Policy charges except for cost of insurance
and surrender charges (which vary 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 average annual total return quotations will
show the investment performance such Subaccount would have achieved (reduced by
the applicable charges) had it been available to invest in shares of the Fund
for the period quoted.

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

                           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     9.21%    9.09%     8.20%     9.55%
Balanced.........    5/1/92     7.40%      N/A       N/A     8.41%
Allocation.......    9/17/84    5.94%    7.55%     9.86%    11.06%
Growth...........    1/1/83     9.37%   12.76%    14.47%    16.91%
International....    5/1/90    15.30%    7.63%       N/A     6.76%
Money Market.....   10/10/82    2.02%    2.45%     4.24%     5.03%
Real Estate......    5/1/95    29.34%      N/A       N/A    27.83%
Theme............    1/29/96      N/A      N/A       N/A     7.29%
Asia.............    9/17/96      N/A      N/A       N/A    (1.76%)
Enhanced Index...    7/15/97      N/A      N/A       N/A       N/A
U.S. Small Cap...    5/1/95    42.77%      N/A       N/A    35.01%
Int'l. Small Cap.    5/1/95    28.54%      N/A       N/A    38.25%
                                                        

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

           MULTI-               ALLO-              INTER-    MONEY
YEAR       SECTOR   BALANCED   CATION   GROWTH    NATIONAL   MARKET
- ----       ------   --------   ------   ------    --------   ------
1983....    5.06%      N/A       N/A    31.71%       N/A     7.36%
1984....   10.34%      N/A    (1.33%)    9.67%       N/A     9.23%
1985....   19.53%      N/A    26.20%    33.71%       N/A     7.06%
1986....   18.22%      N/A    14.65%    19.39%       N/A     5.56%
1987....    0.18%      N/A    11.55%     5.97%       N/A     5.55%
1988....    9.50%      N/A     1.42%     2.98%       N/A     6.49%
1989....    6.85%      N/A    18.37%    34.43%       N/A     7.93%
1990....    4.43%      N/A     5.05%     3.21%     (8.91%)   7.41%
1991....   18.54%      N/A    28.14%    41.46%     18.67%    5.03%
1992....    9.12%    8.77%     9.68%     9.30%    (13.61%)   2.65%
1993....   14.99%    7.75%    10.12%    18.75%     37.33%    2.06%
1994....   (6.21%)  (3.61%)   (2.19%)    0.66%     (0.73%)   3.01%
1995....   22.56%   22.37%    17.27%    29.85%      8.72%    4.86%
1996....   11.52%    9.68%     8.18%    11.69%     17.71%    4.19%
                                                           
           REAL                              U.S.       INT'L.
YEAR      ESTATE     THEME      ASIA       SMALL CAP   SMALL CAP
- ----      ------     -----      ----       ---------   ---------
1995....  17.19%       N/A        N/A       16.01%      33.96%
1996....  32.06%     9.55%     (0.06%)      45.64%      31.15%
       *Sales Charges have not been deducted from the Annual Total Return.

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

    The VUL Account may, from time to time, include in advertisements containing
total returns, the ranking of those performance figures relative to such figures
for groups of Subaccounts having similar investment objectives as categorized by
ranking services such as Lipper Analytical Services, Inc. ("Lipper"), CDA
Investment Technologies, Inc. ("CDA"), Weisenberger Financial Services, Inc. and
Morningstar, Inc. Additionally, the Funds may compare a Series' performance
results to other investment or savings vehicles (such as certificates of
deposit) and may refer to results published in various publications such as
Changing Times, Forbes, Fortune, Money, Barron's, Business Week, Investor's
Daily, The Stanger Register, Stanger's Investment Adviser, The Wall Street
Journal, The New York Times, Consumer Reports, Registered Representative,
Financial Planning, Financial Services Weekly, Financial World, U.S. News and
World Report, Standard & Poor's, The Outlook and Personal Investor. The Funds
may from time to time illustrate the benefits of tax deferral by comparing
taxable investments to investments made through tax-deferred retirement plans.
The total return also may be used to compare the performance of a Series against
certain widely acknowledged outside standards or indices for stock and bond
market performance, such as the S&P 500, Dow Jones Industrial Average, Europe
Australia Far East Index (EAFE), Consumer Price Index, Shearson Lehman Corporate
Index and Shearson Lehman T-Bond Index. The S&P 500 is a commonly quoted market
value-weighted and unmanaged index showing the changes in the aggregate market
value of 500 common stocks relative to the base period 1940-43. The S&P 500 is
composed almost entirely of common stocks of companies listed on the NYSE,
although the common stocks of a few companies listed on the American Stock
Exchange or traded over the counter are included. The 500 companies represented
include 400 industrial, 60 transportation and 40 financial services concerns.
The S&P 500 represents about 70-80% of the market value of all issues traded on
the NYSE.
    

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

                                        6

<PAGE>

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 (the "1940 Act"), as amended, and it
meets the definition of a "separate account" under that Act. Such registration
does not involve supervision of the management of the VUL Account or Phoenix by
the Securities and Exchange Commission (the "SEC").
    

    The VUL Account is divided into Subaccounts, each of which is available for
allocation of Policy Value. If in the future Phoenix determines that marketing
needs and investment conditions warrant, Phoenix may establish additional
Subaccounts, which will be made available to existing Policyowners to the extent
and on a basis determined by Phoenix. Each Subaccount will invest solely in
shares of the Funds allocable to one of the available 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 allocated to the VUL Account depends on
the investment performance of the Funds. Thus, the Policyowner bears the full
investment risk for all monies invested in the VUL Account.

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

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

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

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

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

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

    Any premium payments will be reduced by the premium tax charge applicable in
the state of the Policyowner's last known address on record with VULA. The Issue
Premium also will be reduced by the Issue Expense Charge of $150 on a pro rata
basis in equal monthly installments over a 12-month period. Any unpaid balance
of the Issue Expense Charge will be paid to Phoenix upon Policy Lapse or
termination.

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

                                        7

<PAGE>

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

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

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

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

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

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

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

RIGHT TO CANCEL PERIOD
    A Policy may be returned by mailing or delivering it to Phoenix within ten
days after the Policyowner receives it (or longer in some states); 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, the insurance protection
applied for (subject to the limits of liability and in accordance with the terms
set forth in the Policy and in the Receipt) takes effect on the date of the
application.

TRANSFER OF POLICY VALUE
    SYSTEMATIC TRANSFER PROGRAM
   
    A Policyowner may elect to automatically transfer funds among the
Subaccounts or the unloaned portion of the GIA on a monthly, quarterly,
semi-annual or annual basis under the Systematic Transfer Program for Dollar
Cost Averaging ("Systematic Transfer Program"). Under this Systematic Transfer
Program, the minimum initial and subsequent transfer amounts are $25 monthly,
$75 quarterly, $150 semi-annually, or $300 annually. A Policyowner must have an
initial value of $1,000 in the GIA or the Subaccount 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 approximate equal amounts over a minimum 18-month
period.

    Only one Systematic Transfer Program can be active per Policy.
After the completion of the Systematic Transfer Program, you can call
    

                                        8

<PAGE>

   
VULA at (800) 892-4885 to begin a new Systematic Transfer Program.

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

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

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

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

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

    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.

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

DETERMINATION OF SUBACCOUNT VALUES
   
    The Unit value of each Subaccount of the VUL Account was set by Phoenix on
the first Valuation Date of each such Subaccount. The Unit value of a
Subaccount of the VUL Account on any other Valuation Date is determined by
multiplying the Unit value of that Subaccount on the just prior Valuation Date
by the Net Investment Factor for that Subaccount for the then current Valuation
Period. The Unit value of each Subaccount of the VUL Account on a day other
than a Valuation Date is the Unit value on the next Valuation Date. Unit
values are carried to six decimal places. The Unit value of each Subaccount of
the VUL Account on a Valuation Date is determined at the end of that day.
    

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

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

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

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

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

         1. the mortality and expense risk charge; and

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

DEATH BENEFIT
    GENERAL
   
    The death benefit (under Option 1) equals the Policy's face amount on the
date of the Insured's death or, if greater, the minimum death benefit on the
date of death. Under Option 2, the death benefit equals the Policy's face amount
on the date of the Insured's death plus the Policy Value. Under either Option,
the minimum death benefit is the Policy Value on the date of death of the
Insured increased by the applicable percentage from the table contained in the
Policy, based on the Insured's Attained Age at the beginning of the Policy
Year in which the death occurs. If no option is elected, Option 1 will apply.
    


                                        9

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       10

<PAGE>

the Policy Value. The available loan value is the loan value on the current
day less any outstanding Debt.

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

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

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

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

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

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

    The Policyowner will pay interest on the loan at an effective annual rate,
compounded daily and payable in arrears. For the first ten Policy Years or until
the Policyowner reaches age 65, whichever occurs first, the rate will be 8%
and thereafter the rate will be 7%. At the end of each Policy Year, any
interest due on the Debt will be treated as a loan and will be offset by a
transfer from the Policyowner's values to the value of the loaned portion of the
GIA.

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

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

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

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

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

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

                                       11

<PAGE>

Insured without evidence of insurability. (See "Purchase Protection Plan 
Riders.")

    In addition, once each Policy Year, a Policyowner may request an increase in
face amount. This request should be made within 90 days prior to the Policy
Anniversary and is subject to an issue expense charge of $3 per $1,000 of
increase in face amount, up to a maximum of $150, and to Phoenix's receipt of
adequate evidence of insurability. A Right to Cancel Period as described in "The
Policy" section of this Prospectus applies to each increase in face amount.

ADDITIONAL RIDER BENEFITS
    A Policyowner may purchase additional benefits under a Policy. These
benefits are cancellable by the Policyowner at any time. A charge will be
deducted monthly from your Policy Value for each additional rider benefit chosen
except where noted below. Riders listed below that specify "no charge" are
automatically included in your Policy. More details will be included in the form
of a Policy rider if any of these benefits is chosen. The following benefits are
currently available; however, additional riders may be available as described in
the Policy.

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

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

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

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

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

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

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

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

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

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

    O   FACE AMOUNT OF INSURANCE INCREASE RIDER
   
        Under the terms of this rider, any time after the first Policy
        Anniversary, a Policyholder may request an increase in the face
        amount of insurance provided under the Policy. Requests for face
        amount increases must be made In Writing, and Phoenix requires
        additional evidence of insurability. The effective date of the
        increase will generally be the Policy Anniversary following
        approval of the increase. The increase may not be less than
        $25,000 and no increase will be permitted after the Insured's age
        75. The charge for the increase is $3 per thousand of face amount
        increase requested subject to a maximum of $150. No additional
        monthly administration charge will be assessed for face amount
        increases. Phoenix will deduct any charges associated with the
        increase (the increases in cost of insurance charges), from the
        Policy Value, whether or not the Policyowner pays an additional
        premium in connection with the increase. The surrender charge
        applicable to the Policy also will increase. At the time of the
        increase, the Cash Surrender Value must be sufficient to pay the
        monthly deduction on that date, or additional premiums will be
        required to be paid on or before the effective date. Also, a new
        Right to Cancel Period (see "The Policy--Right to Cancel
        Period") will be established for the amount of the increase. For a
        discussion of possible implications of a material change in the
        Policy resulting from the increase, see "Material Change Rules."
        There is no charge for this rider.
    

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


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

                                       12

<PAGE>

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

INVESTMENTS OF THE VUL ACCOUNT
- --------------------------------------------------------------------------------
PARTICIPATING 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 Fund currently has
the following Series available through the Policies:

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

    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).

    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.

    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 intends to invest based on combined considerations of risk,
income, capital enhancement and protection of capital value.

    REAL ESTATE SECURITIES ("REAL ESTATE") SERIES: The investment objective of
the Real Estate Series is to seek capital appreciation and income with
approximately equal emphasis. 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 Theme
Series is to seek long-term appreciation of capital by identifying securities
benefiting from long-term trends present in the United States and abroad. The 
Theme Series intends to invest primarily in common stocks believed to have
substantial potential for capital growth.

    ABERDEEN NEW ASIA ("ASIA") SERIES: The investment objective of the Asia
Series is to seek long-term capital appreciation. The Asia Series 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.

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

   
    It is conceivable that in the future it may be disadvantageous for variable
life insurance separate accounts and variable annuity separate accounts to
invest in the Fund simultaneously. Although neither Phoenix nor the Fund
currently foresees any such disadvantages either to variable life insurance
Policyowners or to variable annuity Contract Owners, the Fund's Trustees intend
to monitor events in order to identify any material conflicts between variable
life insurance Policyowners and variable annuity Contract Owners and to
determine what action, if any, should be taken in response thereto. Material
conflicts could result from, for example, (1) changes in state insurance laws,
(2) changes in federal income tax laws, (3) changes in the investment management
of any portfolio of the Fund or (4)
    

                                       13

<PAGE>

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") and Phoenix Realty Securities, Inc.
("PRS") and Phoenix-Aberdeen International Advisors LLC, ("PAIA")
(collectively, the "Advisers"), which are located at 56 and 38 Prospect
Street and One American Row, respectively, Hartford, Connecticut
06115.

    PIC was originally organized in 1932 as John P. Chase, Inc. In addition to
the Fund, it also 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 
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, CT
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 also 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 Trust 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 the Adviser have extensive experience as investment
professionals, due to its recent formation, the Adviser has no prior operating
history. Aberdeen Fund Managers also serves as subadviser to the Asia Series.

   
    Aberdeen Trust 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 Trust, 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 continuously furnish an investment program for each Series and
manage the investment and reinvestment of the assets of each Series subject at
all times to the authority and supervision of the Trustees. A 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 Funds shares at their net
asset value to the extent necessary to make payments under the Policy.

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

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

                                       14

<PAGE>

Policyowner. In the event of a substitution, the Policyowner will be
given the option of transferring the Policy Value of the Subaccount in
which the substitution is to occur to another Subaccount.

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

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

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

   
    (B)   COST OF INSURANCE. In order to calculate the cost of insurance
          charge, Phoenix multiplies the applicable cost of insurance
          rate by the difference between the death benefit selected
          (death benefit Option 1 if no selection is made) and the Policy
          Value. Generally, cost of insurance rates are based on the sex,
          Attained Age and risk class of the Insured. However, in
          certain states and for policies issued in conjunction with
          certain qualified plans, cost of insurance rates are not based
          on sex. The actual monthly cost of insurance rates are based
          on Phoenix's expectations of future mortality experience. They
          will not, however, be greater than the guaranteed cost of
          insurance rates set forth in the Policy. These guaranteed
          maximum rates are equal to 100% of the 1980
          Commissioners Standard Ordinary ("CSO") Mortality Table,
          with appropriate adjustment for the Insured's risk
          classification. Any change in the cost of insurance rates will
          apply to all persons of the same sex, insurance age and risk
          class whose Policies have been In Force for the same length
          of time. The risk class of an Insured may affect the cost of
          insurance rate. Phoenix currently places Insureds into a
          standard risk class or a risk class involving a higher mortality
          risk, depending upon the health of the Insured as determined
          by medical information that Phoenix requests. In an otherwise
          identical Policy, Insureds in the standard risk class will have
          a lower cost of insurance than those in the risk class with the
          higher mortality risk. The standard risk class also is divided
          into three categories: smokers and nonsmokers and those
          who have never smoked. Non-smokers generally will incur a
          lower cost of insurance than similarly situated Insureds who
          smoke.
    

    2. PREMIUM TAXES.
    Various states and subdivisions impose a tax on premiums received by
insurance companies. Premium taxes vary from state to state. The assessment made
for each premium paid is equal to the tax assessed by the state in which the
Policyowner resides according to Phoenix's records at the time of the payment.
Currently, the taxes imposed by states on premiums range from 0.75% to 4% of
premiums paid. Moreover, certain municipalities in Louisiana, Kentucky and South
Carolina also impose taxes on premiums paid, in addition to the state taxes
imposed by these states. The premium tax charge represents an amount Phoenix
considers necessary to pay all premium taxes imposed by such states and any
subdivisions thereof, and Phoenix does not expect to derive a profit from this
charge. These taxes are deducted from the Issue Premium, and from each
subsequent premium payment.

    3. MORTALITY AND EXPENSE RISK CHARGE
    Phoenix will deduct a daily charge from the VUL Account at an annual rate of
0.80% of the average daily net assets of the VUL Account to compensate for
certain risks assumed in connection with the Policy. This charge is not deducted
from the GIA.

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

                                       15

<PAGE>

    4. INVESTMENT MANAGEMENT CHARGE
    As compensation for their investment management services to the Fund, the
Advisers are entitled to fees, payable monthly and based on an annual percentage
of the average aggregate daily net asset values of each Series as summarized in
the following tables:

                        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 Series..........    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 other 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 asset 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.
    

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

    In Policy Years one through ten the full Surrender Charge as described below
will apply if the Policyowner either surrenders the Policy for its Cash
Surrender Value or lets the Policy lapse. The applicable Surrender Charge in any
Policy Month is the full Surrender Charge minus any surrender charges that have
been previously paid. There is no Surrender Charge after the 10th Policy Year.
The maximum Surrender Charge that a Policyowner could pay while he or she owns
the Policy is equal to either A plus B (as defined below) or the amount shown in
the table on Schedule Page 4 of the Policy, whichever is less.

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

   
      1) 30% of all premiums paid (up to and including the amount
         stated on Schedule Page 4 of the Policy, which is calculated
         according to a formula contained in a SEC rule); plus
    

      2) 10% of all premiums paid in excess of this amount but not
         greater than twice this amount; plus

      3) 9% of all premiums paid in excess of twice this amount.

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

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

    As an example, the following illustrates the maximum Surrender Charge on a
$100,000 Policy for a male age 35 who has never smoked who has paid $3,000 in
premium payments, and who surrenders the Policy in the 70th Policy Month.
Schedule Page 4 of the Policy would show that the maximum Surrender Charge to be
paid would be equal to either A plus B (shown below) or the amount shown in the
chart in the Policy (also shown below), whichever is less:

    A is equal to:

      1) 30% of all premiums paid, up to $1,058.45 (equals
         $317.54); plus

      2) 10% of all premiums paid in excess of $1,058.45 but not
         greater than $2,116.90 (equals $105.83); plus

      3) 9% of all premiums paid in excess of $2,116.90 (equals
         $79.48); plus

    B which is equal to $500.

    Therefore A plus B is equal to $1,002.87.

    The chart that would be shown in the Policy is reproduced below:

                                       16

<PAGE>

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

  POLICY    SURRENDER    POLICY    SURRENDER     POLICY     SURRENDER
  MONTH       CHARGE     MONTH       CHARGE      MONTH        CHARGE
  -----       ------     -----       ------      -----        ------
   1-60     $1029.22       80       $823.38       100        $531.90
     61      1018.93       81        813.09       101         516.26
     62      1008.64       82        802.80       102         500.61
     63       998.35       83        792.50       103         484.97
     64       988.06       84        782.21       104         469.33
     65       977.76       85        766.57       105         453.68
     66       967.47       86        750.92       106         438.04
     67       957.18       87        735.28       107         422.39
     68       946.89       88        719.63       108         406.75
     69       936.59       89        703.99       109         372.85
     70       926.30       90        688.35       110         338.96
     71       916.01       91        672.70       111         305.06
     72       905.72       92        657.06       112         271.17
     73       895.43       93        641.41       113         237.27
     74       885.13       94        625.77       114         203.37
     75       874.84       95        610.12       115         169.48
     76       864.55       96        594.48       116         135.58
     77       854.26       97        578.84       117         101.69
     78       843.96       98        563.19       118          67.79
     79       833.67       99        547.55       119          33.90
                                                  120            .00
                                              
    If the Surrender occurred in Policy Month 70, the Policyowner would pay the
lesser of $1002.87 (as computed above) or $926.30 (amount in table above). This
Policyowner would pay a Surrender Charge of $926.30. Phoenix may reduce the
surrender charge for Policies issued under group or sponsored arrangements. The
amounts of reductions will be considered on a case-by-case basis and will
reflect the reduced costs to Phoenix expected as a result of sales to a
particular group or sponsored arrangement.

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

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

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

    TAXES
    Currently no charge is made to the VUL Account for federal income taxes that
may be attributable to the VUL Account. Phoenix may, however, make such a charge
in the future. Charges for other taxes, if any, attributable to the VUL Account
also may be made. 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 (in excess of the initial face amount) or maturity may
be postponed: (i) for up to six months from the date of the request, for any
transactions dependent upon the value of the GIA; (ii) whenever the NYSE is
closed other than for customary weekend and holiday closings, or trading on the
NYSE is restricted as determined by the SEC; or (iii) whenever an emergency
exists, as determined by the Commission as a result of which disposal of
securities is not reasonably practicable or it is not reasonably practicable to
determine the value of the VUL Account's net assets. Transfers also may be
postponed under these circumstances.
    

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

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

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

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

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

    As long as the Policy is In Force, the Policyowner and the Beneficiary may
be changed by Written Request, satisfactory to Phoenix. A change in Beneficiary
will take effect as of the date the notice is signed, whether or not the Insured
is living when the notice

                                       17

<PAGE>

is received by Phoenix. Phoenix will not, however, be liable for any payment
made or action taken before receipt of the notice.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    OPTION 7--JOINT SURVIVORSHIP ANNUITY WITH 10-YEAR PERIOD
    CERTAIN.
    The first payment will be on the date of settlement. Equal income
installments are paid until the latest of: (A) the end of the 10-year period
certain; (B) the death of the Insured; (C) the death of the other

                                       18

<PAGE>

   
named annuitant. The other annuitant must be named at the time this option is
elected and cannot later be changed. The other annuitant must have an Attained
Age of at least 40. Any joint survivorship annuity as may be provided under this
option is calculated using an interest rate guaranteed to be no less than 3 3/8%
per year.
    

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

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

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

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

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

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

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

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

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

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

                                       19

<PAGE>

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

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

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

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

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

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

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

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

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

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

DIVERSIFICATION STANDARDS
   
    To comply with the Diversification Regulations under Code Section 817(h),
("Diversification Regulations") each Series of the Funds is required to
diversify its investments. The Diversification Regulations generally require
that on the last day of each quarter of a calendar year no more than 55% of the
value of a Series' assets is represented by any one investment, no more than
70% is represented by any two investments, no more than 80% is represented by
any three investments, and no more than 90% is represented by any four
investments. A "look-through" rule applies to treat a pro rata portion
    

                                       20

<PAGE>

   
of each asset of a Series as an asset of the VUL Account; therefore, each
Series of the Funds will be tested for compliance with the percentage
limitations. For purposes of these diversification rules, all securities of the
same issuer are treated as a single investment, but each United States
Government agency or instrumentality is treated as a separate issuer.

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

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

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

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

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

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

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

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

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

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

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

                                       21

<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

                                       22

<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 (the
"1934 Act") and is a member of the National Association of Securities Dealers,
Inc. PEPCO serves as national distributor of the Policies. PEPCO is an indirect
subsidiary of PD&P. Phoenix owns a majority interest in PD&P. Policies also
may be purchased from other broker-dealers registered under the 1934 Act whose
representatives are authorized by applicable law to sell Policies under terms of
agreement provided by PEPCO. Sales commissions will be paid to registered
representatives on purchase payments received by Phoenix under these Policies.
Total sales commission of a maximum of 50% of premiums will be paid by Phoenix
to PEPCO. To the extent that the sales charge under the Policies is less than
the sales commissions paid with respect to the Policies, Phoenix will pay the
shortfall from its General Account assets, which will include any profits it
may derive under the Policies.
    

    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 VUL Account and the GIA. It
does not include, however, any supervision over the investment policies of the
VUL Account.

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

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

LEGAL MATTERS
- --------------------------------------------------------------------------------
    The organization of Phoenix, its authority to issue variable life insurance
Policies, and the validity of the Policy have been passed upon by 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 (the "1933 Act") as amended, with respect to the securities offered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement and amendments thereto and exhibits filed as a part
thereof, to all of which reference is made for further information concerning
the VUL Account, Phoenix and the Policy. Statements contained in this Prospectus
as to the content of the Policy and other legal instruments are summaries. For a
complete statement of the terms thereof, reference is made to such instruments
as filed.
    

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.

                                       23

<PAGE>


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


                                       24

<PAGE>

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





Report of Independent Accountants  .........................................26

Consolidated Balance Sheets at December 31, 1996 and 1995 ..................27

Consolidated Statements of Income for the Years Ende8
  December 31, 1996, 1995 and 1994 .........................................28
Consolidated Statements of Equity for the Years Ended
  December 31, 1996, 1995 and 1994 .........................................29

Consolidated Statements of Cash Flows for the Years Ended
 December 31, 1996, 1995 and 1994 ..........................................30

Notes to Consolidated Financial Statements ..............................31-58



                                       25

<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.

                                        27
<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.

                                       28
<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.

                                       29
<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.

                                       30
<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.

                                       31
<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.

                                       32
<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.

                                       33
<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.

                                       34
<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.

                                       35
<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.

                                       36
<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>

                                       37
<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>

                                       38
<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.

                                       39
<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.

                                       40
<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
                                =======================    =====================

                                       41
<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.

                                       42
<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.

                                       43
<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>

                                       44
<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.

                                       45
<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.

                                       46
<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
                                       ==================   ================

                                       47
<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>

                                       48
<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.

                                       49
<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.

                                       50
<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%.


                                       51
<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>

                                       52
<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.

                                       53
<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
                                       =====================  ==================

                                       54
<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.

                                       55
<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.

                                       56
<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>

                                       57
<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
                                              =================   ==============

                                       58
<PAGE>




PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT

FINANCIAL STATEMENTS
DECEMBER 31, 1996

                                       59

<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                                                 $15,544,730    $160,303,827    $10,844,154 
                                                                     ============   =============   ============ 
 Investment in The Phoenix Edge Series Fund, at market               $15,544,730    $172,867,410    $11,235,197 
                                                                     ------------   -------------   ------------ 
  Total assets                                                        15,544,730     172,867,410     11,235,197 
Liabilities 
 Accrued expenses to related party                                        10,037         117,203          7,117 
                                                                     ------------   -------------   ------------ 
Net assets                                                           $15,534,693    $172,750,207    $11,228,080 
                                                                     ============   =============   ============ 
Accumulation units outstanding                                        11,249,319      49,375,885      5,378,886 
                                                                     ============   =============   ============ 
Unit value                                                           $  1.380945    $   3.498676    $  2.087436 
                                                                     ============   =============   ============ 
</TABLE>

<TABLE>
<CAPTION>
                                                                    Total Return   International     Balanced 
                                                                    Sub-Account     Sub-Account    Sub-Account 
                                                                  --------------  ---------------  -------------- 
<S>                                                                 <C>               <C>            <C>
Assets 
 Investments at cost                                                 $26,014,458     $29,445,731    $15,234,036 
                                                                     ============   =============   ============ 
 Investment in The Phoenix Edge Series Fund, at market               $26,284,915     $34,077,443    $16,229,448 
                                                                     ------------   -------------   ------------ 
  Total assets                                                        26,284,915      34,077,443     16,229,448 
Liabilities 
 Accrued expenses to related party                                        17,792          22,074         10,955 
                                                                     ------------   -------------   ------------ 
Net assets                                                           $26,267,123     $34,055,369    $16,218,493 
                                                                     ============   =============   ============ 
Accumulation units outstanding                                        11,308,615      20,903,950     10,696,397 
                                                                     ============   =============   ============ 
Unit value                                                           $  2.322753     $  1.629136    $  1.516258 
                                                                     ============   =============   ============ 
</TABLE>

<TABLE>
<CAPTION>
                                                                                                     Aberdeen 
                                                                    Real Estate   Strategic Theme    New Asia 
                                                                    Sub-Account     Sub-Account    Sub-Account 
                                                                  --------------  ---------------  -------------- 
<S>                                                               <C>              <C>              <C>
Assets 
 Investments at cost                                              $      776,588   $   1,798,845    $  1,949,771 
                                                                     ============   =============   ============ 
 Investment in The Phoenix Edge Series Fund, at market                   888,425   $   1,807,108    $  1,942,818 
                                                                     ------------   -------------   ------------ 
  Total assets                                                           888,425       1,807,108       1,942,818 
Liabilities 
 Accrued expenses to related party                                           532           1,164           1,267 
                                                                     ------------   -------------   ------------ 
Net assets                                                        $      887,893      $1,805,944    $  1,941,551 
                                                                     ============   =============   ============ 
Accumulation units outstanding                                           680,458       1,805,464       1,943,140 
                                                                     ============   =============   ============ 
Unit value                                                        $     1.304846   $    1.000266    $   0.999182 
                                                                     ============   =============   ============ 
</TABLE>

<TABLE>
<CAPTION>
                                                                       Wanger 
                                                                    International   Wanger U.S. 
                                                                      Small Cap      Small Cap 
                                                                     Sub-Account    Sub-Account 
                                                                  ---------------  -------------- 
<S>                                                                <C>               <C>             
Assets 
 Investments at cost                                               $     292,575      $  457,996 
                                                                     =============   ============ 
 Investment in Wanger Advisors Trust, at market                    $     296,436      $  467,062 
                                                                     -------------   ------------ 
  Total assets                                                           296,436         467,062 
Liabilities 
 Accrued expenses to related party                                            30              65 
                                                                     -------------   ------------ 
Net assets                                                               296,406      $  466,997 
                                                                     =============   ============ 
Accumulation units outstanding                                           288,603         449,762 
                                                                     =============   ============ 
Unit value                                                         $    1.027036      $ 1.038320 
                                                                     =============   ============ 
</TABLE>

                      See Notes to Financial Statements 

                                       60
<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                                                       $655,710     $ 1,444,275      $661,909 
Expenses 
 Mortality and expense risk charges                                    107,332       1,163,001        68,413 
                                                                     ------------   ------------   ------------ 
Net investment income                                                  548,378         281,274       593,496 
                                                                     ------------   ------------   ------------ 
Net realized gain (loss) from share transactions                            --           8,095          (969) 
Net realized gain distribution from Fund                                    --      11,412,411       327,845 
Net unrealized appreciation on investment                                   --       4,791,630        43,393 
                                                                     ------------   ------------   ------------ 
Net gain (loss) on investments                                              --      16,212,136       370,269 
                                                                     ------------   ------------   ------------ 
Net increase in net assets resulting from operations                  $548,378     $16,493,410      $963,765 
                                                                     ============   ============   ============ 
</TABLE>

<TABLE>
<CAPTION>
                                                                    Total Return   International     Balanced 
                                                                    Sub-Account     Sub-Account    Sub-Account 
                                                                  --------------  ---------------  -------------- 
<S>                                                                  <C>            <C>             <C>
Investment income 
  Distributions                                                      $  510,723     $  464,006      $  413,757 
Expenses 
 Mortality and expense risk charges                                     186,170        218,684         117,681 
                                                                     ------------   -------------   ------------ 
Net investment income                                                   324,553        245,322         296,076 
                                                                     ------------   -------------   ------------ 
Net realized gain (loss) from share transactions                          4,963           (444)         (2,312) 
Net realized gain distribution from Fund                              1,617,750        747,938       1,396,484 
Net unrealized appreciation (depreciation) on investment                (91,227)     3,401,467        (304,864) 
                                                                     ------------   -------------   ------------ 
Net gain on investments                                               1,531,486      4,148,961       1,089,308 
                                                                     ------------   -------------   ------------ 
Net increase in net assets resulting from operations                 $1,856,039     $4,394,283      $1,385,384 
                                                                     ============   =============   ============ 
</TABLE>

<TABLE>
<CAPTION>
                                                                                                       Aberdeen 
                                                                     Real Estate   Strategic Theme     New Asia 
                                                                   Sub-Account(1)  Sub-Account(1)   Sub-Account(2) 
                                                                  ---------------  ---------------  --------------- 
<S>                                                                   <C>              <C>             <C>
Investment income 
  Distributions                                                       $ 10,511         $ 5,636         $10,080 
Expenses 
 Mortality and expense risk charges                                      2,005           4,726           2,998 
                                                                     -------------   -------------  -------------- 
Net investment income                                                    8,506             910           7,082 
                                                                     -------------   -------------  -------------- 
Net realized gain from share transactions                               13,393           1,002             919 
Net realized gain distribution from Fund                                 9,253              --              -- 
Net unrealized appreciation (depreciation) on investment               111,837           8,263          (6,953) 
                                                                     -------------   -------------  -------------- 
Net gain (loss) on investments                                         134,483           9,265          (6,034) 
                                                                     -------------   -------------  -------------- 
Net increase in net assets resulting from operations                  $142,989         $10,175         $ 1,048 
                                                                     =============   =============  ============== 
</TABLE>

<TABLE>
<CAPTION>
                                                                    Wanger               Wanger 
                                                                    International        U.S. 
                                                                    Small Cap            Small Cap 
                                                                    Sub-Account(3)       Sub-Account(3) 
                                                                     -----------------    ----------------- 
<S>                                                                  <C>                  <C>                        
Investment income 
  Distributions                                                      $       --           $       -- 
Expenses 
 Mortality and expense risk charges                                          30                   65 
                                                                     -----------------    ----------------- 
Net investment loss                                                         (30)                 (65) 
                                                                     -----------------    ----------------- 
Net realized gain from share transactions                                    --                   29 
Net realized gain distribution from Fund                                     --                   -- 
Net unrealized appreciation on investment                                 3,861                9,066 
                                                                     -----------------    ----------------- 
Net gain on investments                                                   3,861                9,095 
                                                                     -----------------    ----------------- 
Net increase in net assets resulting from operations                     $3,831               $9,030 
                                                                     =================    ================= 
(1) From inception May 1, 1996 to December 31, 1996 
(2) From inception September 18, 1996 to December 31, 1996 
(3) From inception December 18, 1996 to December 31, 1996 

</TABLE>


                      See Notes to Financial Statements 


                                       61
<PAGE> 

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

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

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

                      See Notes to Financial Statements 

                                       62
<PAGE> 

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

<TABLE>
<CAPTION>
                                                                                                       Aberdeen 
                                                                     Real Estate   Strategic Theme     New Asia 
                                                                   Sub-Account(1)  Sub-Account(1)   Sub-Account(2) 
                                                                  ---------------  ---------------  --------------- 
<S>                                                                   <C>            <C>              <C>
From operations 
 Net investment income                                                $  8,506       $      910       $    7,082 
 Net realized gain                                                      22,646            1,002              919 
 Net unrealized appreciation (depreciation)                            111,837            8,263           (6,953) 
                                                                     -------------   -------------  -------------- 
 Net increase in net assets resulting from operations                  142,989           10,175            1,048 
                                                                     -------------   -------------  -------------- 
From accumulation unit transactions 
 Participant deposits                                                  114,179          507,159          137,347 
 Participant transfers                                                 648,017        1,412,288        1,825,934 
 Participant withdrawals                                               (17,292)        (123,678)         (22,778) 
                                                                     -------------   -------------  -------------- 
 Net increase in net assets resulting from participant 
  transactions                                                         744,904        1,795,769        1,940,503 
                                                                     -------------   -------------  -------------- 
 Net increase in net assets                                            887,893        1,805,944        1,941,551 
Net assets 
 Beginning of period                                                         0                0                0 
                                                                     -------------   -------------  -------------- 
 End of period                                                        $887,893       $1,805,944       $1,941,551 
                                                                     =============   =============  ============== 
</TABLE>

<TABLE>
<CAPTION>
                                                                       Wanger 
                                                                    International    Wanger U.S. 
                                                                      Small Cap       Small Cap 
                                                                   Sub-Account(3)  Sub-Account(3) 
                                                                  ---------------  ---------------  -- 
<S>                                                                   <C>             <C>             
From operations 
 Net investment loss                                                  $    (30)       $    (65) 
 Net realized gain                                                          --              29 
 Net unrealized appreciation                                             3,861           9,066 
                                                                     -------------   ------------- 
 Net increase in net assets resulting from operations                    3,831           9,030 
                                                                     -------------   ------------- 
From accumulation unit transactions 
 Participant deposits                                                    8,061          11,399 
 Participant transfers                                                 284,998         447,242 
 Participant withdrawals                                                  (484)           (674) 
                                                                     -------------   ------------- 
 Net increase in net assets resulting from participant 
  transactions                                                         292,575         457,967 
                                                                     -------------   ------------- 
 Net increase in net assets                                            296,406         466,997 
Net assets 
 Beginning of period                                                         0               0 
                                                                     -------------   ------------- 
 End of period                                                        $296,406        $466,997 
                                                                     =============   ============= 
(1) From inception May 1, 1996 to December 31, 1996 
(2) From inception September 18, 1996 to December 31, 1996 
(3) From inception December 18, 1996 to December 31, 1996 

</TABLE>
                       See Notes to Financial Statements

                                       63
<PAGE> 

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

<TABLE>
<CAPTION>
                                                                                                    Multi-Sector 
                                                                    Money Market       Growth       Fixed Income 
                                                                     Sub-Account     Sub-Account     Sub-Account 
                                                                  ---------------  ---------------  -------------- 
<S>                                                                 <C>             <C>              <C>
From operations 
 Net investment income                                              $    562,387    $    274,566     $  414,322 
 Net realized gain                                                            --      12,518,357          1,800 
 Net unrealized appreciation                                                  --       9,293,459        651,393 
                                                                     -------------   -------------   ------------ 
 Net increase in net assets resulting from operations                    562,387      22,086,382      1,067,515 
                                                                     -------------   -------------   ------------ 
From accumulation unit transactions 
 Participant deposits                                                 23,196,295      34,460,166      1,851,602 
 Participant transfers                                               (19,227,932)     15,470,116        884,223 
 Participant withdrawals                                              (2,331,740)    (12,409,600)      (772,642) 
                                                                     -------------   -------------   ------------ 
 Net increase in net assets resulting from participant 
  transactions                                                         1,636,623      37,520,682      1,963,183 
                                                                     -------------   -------------   ------------ 
 Net increase in net assets                                            2,199,010      59,607,064      3,030,698 
Net assets 
 Beginning of period                                                  11,752,531      58,342,316      3,670,077 
                                                                     -------------   -------------   ------------ 
 End of period                                                      $ 13,951,541    $117,949,380     $6,700,775 
                                                                     =============   =============   ============ 
</TABLE>

<TABLE>
<CAPTION>
                                                                    Total Return   International     Balanced 
                                                                    Sub-Account     Sub-Account    Sub-Account 
                                                                  --------------  ---------------  -------------- 
<S>                                                                 <C>             <C>            <C>
From operations 
 Net investment income (loss)                                       $   424,519     $   (75,181)   $   306,309 
 Net realized gain                                                    1,222,367         363,543        272,699 
 Net unrealized appreciation                                            873,761       1,259,164      1,647,649 
                                                                     ------------   -------------   ------------ 
 Net increase in net assets resulting from operations                 2,520,647       1,547,526      2,226,657 
                                                                     ------------   -------------   ------------ 
From accumulation unit transactions 
 Participant deposits                                                 5,457,071       7,548,871      3,800,064 
 Participant transfers                                                2,208,588        (399,608)       581,841 
 Participant withdrawals                                             (2,158,665)     (2,474,965)    (1,761,880) 
                                                                     ------------   -------------   ------------ 
 Net increase in net assets resulting from participant 
  transactions                                                        5,506,994       4,674,298      2,620,025 
                                                                     ------------   -------------   ------------ 
 Net increase in net assets                                           8,027,641       6,221,824      4,846,682 
Net assets 
 Beginning of period                                                 12,221,638      14,525,349      8,869,793 
                                                                     ------------   -------------   ------------ 
 End of period                                                      $20,249,279     $20,747,173    $13,716,475 
                                                                     ============   =============   ============ 
</TABLE>

                      See Notes to Financial Statements 

                                       64
<PAGE> 

              PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT 
                        NOTES TO FINANCIAL STATEMENTS 

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

  Each series has distinct investment objectives. The Money Market Series is a 
short-term investment fund, the Growth Series is a growth common stock fund, 
the Multi-Sector Fixed Income Series (formerly Bond) 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 
internationally diversified 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 Aberdeen New Asia Series 
invests primarily in diversified equity securities of issuers organized and 
principally operating in Asia, excluding Japan, the Wanger International 
Small Cap Series invests in securities of non-U.S. companies with a stock 
market capitalization of less than $1 billion and the Wanger U.S. Small Cap 
Series invests in growth common stock of U.S. Companies with stock market 
capitalization of less than $1 billion. Policyowners may also direct the 
allocation of their investments between the account and the Guaranteed 
Interest Account of the general account of Phoenix. 

Note 2--Significant Accounting Policies 

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

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

C. Income taxes: The Account is not a separate entity from Phoenix and under 
current federal income tax law, income arising from the Account is not taxed 
since reserves are established equivalent to such income. Therefore, no 
provision for related federal 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                        $18,557,803     $16,972,533 
 Growth                               56,049,073       6,003,452 
 Multi-Sector Fixed Income             5,675,187       1,187,536 
 Total Return                          7,809,511       1,700,229 
 International                        11,522,658       1,606,132 
 Balanced                              5,120,212       2,308,604 
 Real Estate                           1,376,041         612,846 
 Strategic Theme                       1,866,050          68,207 
 Aberdeen New Asia                     2,202,975         254,123 
Wanger Advisors Trust: 
 Wanger International Small Cap          292,575              -- 
 Wanger U.S. Small Cap                   470,063          12,096 
</TABLE>

Note 4--Participant Accumulation Unit Transactions (in units) 
<TABLE>
<CAPTION>
                                                              Sub-Account 
                         -------------------------------------------------------------------------------------- 
                             Money                     Multi-Sector      Total 
                             Market        Growth      Fixed Income     Return     International    Balanced 
                          ------------- -------------  ------------- -------------  --------------------------- 
<S>                       <C>            <C>            <C>           <C>           <C>           <C>
Flex Edge and Flex Edge Success: 
Units outstanding, 
  beginning of period      10,229,951    36,538,624     3,484,452      9,236,346    14,435,212      9,521,556 
Participant deposits       17,873,987    13,545,570     1,376,399      2,585,188     5,260,656      2,413,913 
Participant transfers     (15,057,257)    3,033,843       898,080        410,847     2,428,536       (483,561) 
Participant withdrawals    (2,322,249)   (5,630,014)     (525,893)    (1,239,077)   (2,111,668)    (1,251,126) 
                          ------------   ------------  ------------   ------------  ------------   ------------ 
Units outstanding, end 
  of period                10,724,432    47,488,023     5,233,038     10,993,304    20,012,736     10,200,782 
                          ============   ============  ============   ============  ============   ============ 
</TABLE>

<TABLE>
<CAPTION>
                                                                        Wanger 
                                          Strategic      Aberdeen    International  Wanger U.S. 
                          Real Estate       Theme        New Asia      Small Cap     Small Cap 
                          ------------- -------------  ------------- ------------- -------------- 
<S>                         <C>           <C>           <C>             <C>           <C>
Units outstanding, 
  beginning of period             0               0             0             0             0 
Participant deposits         97,107         440,485       132,572         7,185        11,020 
Participant transfers       577,902       1,331,993     1,794,742       270,302       422,226 
Participant withdrawals     (13,748)       (110,343)      (19,089)         (600)       (1,152) 
                          ------------   ------------  ------------   ------------  ------------ 
Units outstanding, end 
  of period                 661,261       1,662,135     1,908,225       276,887       432,094 
                          ============   ============  ============   ============  ============ 
</TABLE>

                                       65
<PAGE> 

              PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT 
                        NOTES TO FINANCIAL STATEMENTS 

<TABLE>
<CAPTION>
                             Money                     Multi-Sector      Total 
                             Market        Growth      Fixed Income     Return     International    Balanced 
                          ------------- -------------  ------------- -------------  --------------------------- 
Joint Edge: 
<S>                        <C>            <C>            <C>           <C>           <C>            <C>
Units outstanding, 
  beginning of period         296,269     1,113,293       95,464        194,742       555,114        400,572 
Participant deposits        1,669,894       861,329       50,903        130,539       363,107        141,144 
Participant transfers      (1,246,393)      303,113       22,644         54,934       131,390         24,694 
Participant withdrawals      (194,883)     (389,873)     (23,163)       (64,904)     (158,397)       (70,795) 
                          ------------   ------------  ------------   ------------  ------------   ------------ 
Units outstanding, end 
  of period                   524,887     1,887,862      145,848        315,311       891,214        495,615 
                          ============   ============  ============   ============  ============   ============ 
</TABLE>

<TABLE>
<CAPTION>
                                                                        Wanger 
                                          Strategic      Aberdeen    International  Wanger U.S. 
                          Real Estate       Theme        New Asia      Small Cap     Small Cap 
                          ------------- -------------  ------------- ------------- -------------- 
<S>                          <C>           <C>            <C>           <C>            <C>
Units outstanding, 
  beginning of period             0              0             0             0              0 
Participant deposits          3,231         54,473         5,953           842            175 
Participant transfers        17,724        103,930        32,722        10,988         17,550 
Participant withdrawals      (1,758)       (15,074)       (3,760)         (114)           (57) 
                          ------------   ------------  ------------   ------------  ------------ 
Units outstanding, end 
  of period                  19,197        143,329        34,915        11,716         17,668 
                          ============   ============  ============   ============  ============ 
</TABLE>

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

Note 6--Investment Advisory Fees and Related Party Transactions 
  Phoenix and its indirect, majority owned subsidiary, Phoenix Equity Planning 
Corporation, a registered broker/dealer in securities, provide all services 
to the Account. 

  The cost of insurance is charged to each policy on a monthly basis by a 
withdrawal of participant units prorated among the elected Sub-Accounts. The 
amount charged to each policy depends on a number of variables including sex, 
age and risk class as well as the death benefit and cash value of the policy. 
Such costs aggregated $19,666,478 during the year 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 partial surrender charge equal 
to a pro rata portion of the applicable surrender charge is deducted from the 
policy value and paid to Phoenix. 

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

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

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

Note 7--Diversification Requirements 
  Under the provisions of Section 817(h) of the Internal Revenue Code (the 
Code), a variable universal life contract, other than a contract issued in 
connection with certain types of employee benefit plans, will not be treated 
as a universal life contract for federal tax purposes for any period for 
which the investments of the segregated asset account on which the contract 
is based are not adequately diversified. The Code provides that the 
"adequately diversified" requirement may be met if the underlying investments 
satisfy either a statutory safe harbor test or diversification requirements 
set forth in regulations issued by the Secretary of Treasury. 

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

                                       66
<PAGE> 

                        REPORT OF INDEPENDENT ACCOUNTANTS 

Price Waterhouse LLP 

[Price Waterhouse Logo] 

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

In our opinion, the accompanying statement of assets and liabilities and the 
related statement of operations and of changes in net assets present fairly, 
in all material respects, the financial position of the Money Market 
Sub-Account, Growth Sub-Account, Multi-Sector Fixed Income Sub-Account 
(formerly the Bond Sub-Account), Total Return Sub-Account, International 
Sub-Account, Balanced Sub-Account, Real Estate Sub-Account, Strategic Theme 
Sub-Account, Aberdeen New Asia 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 

                                       67
<PAGE> 

PHOENIX HOME LIFE 
VARIABLE UNIVERSAL LIFE ACCOUNT 

Phoenix Home Life Mutual Insurance Company 
One American Row 
Hartford, Connecticut 06115 

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

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

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

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

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

                                       68
<PAGE> 

APPENDIX A

THE GUARANTEED INTEREST ACCOUNT

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

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

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

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

    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 at that time to the GIA. This rate will
likewise remain in effect for a guarantee period of one full year from the date
the new rate is applied.

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

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

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


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

                                       69

<PAGE>

                                   APPENDIX B

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

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

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

1.  Issue Charge of $150.

2.  Monthly Administrative Charge of $5 per month ($10 per month guaranteed
    maximum).

3.  Premium Tax Charge of 2.25% (will vary from state to state).

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

5.  Mortality and Expense Risk Charge, which is a daily charge equivalent to
    .80% on an annual basis against the VUL Account for mortality and expense
    risks. (See "Charges and Deductions--Mortality and Expense Risk Charge.")

   
These illustrations also assume an average investment advisory fee of .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 items such as brokerage
commissions, are paid by the Adviser or by Phoenix. Management may decide to
limit the amount of expense reimbursement in the future. If expense
reimbursement had not been in place for the fiscal year ended December 31, 1996,
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 -1.72%, 4.23% and 10.19%, respectively. For
individual illustrations, interest rates ranging between 0% and 12% may be
selected in place of the 0%, 6% and 12% rates.

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

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

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

                                       70

<PAGE>

   
<TABLE>
<CAPTION>

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

                                                                                                  


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

                                                         ASSUMING CURRENT CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>    
       1      1,000      1,050        614          0    100,000        661          0    100,000        708          0    100,000
       2      1,000      2,153      1,361        449    100,000      1,498        587    100,000      1,642        730    100,000
       3      1,000      3,310      2,090      1,087    100,000      2,366      1,363    100,000      2,665      1,662    100,000
       4      1,000      4,526      2,800      1,772    100,000      3,264      2,236    100,000      3,787      2,758    100,000
       5      1,000      5,802      3,491      2,463    100,000      4,194      3,165    100,000      5,017      3,988    100,000
                                                                  
       6      1,000      7,142      4,163      3,258    100,000      5,156      4,251    100,000      6,365      5,460    100,000
       7      1,000      8,549      4,813      4,031    100,000      6,148      5,366    100,000      7,841      7,059    100,000
       8      1,000     10,027      5,440      4,846    100,000      7,171      6,577    100,000      9,457      8,863    100,000
       9      1,000     11,578      6,044      5,637    100,000      8,226      7,820    100,000     11,228     10,822    100,000
      10      1,000     13,207      6,625      6,625    100,000      9,315      9,315    100,000     13,170     13,170    100,000
                                                                  
      11      1,000     14,917      7,182      7,182    100,000     10,437     10,437    100,000     15,301     15,301    100,000
      12      1,000     16,713      7,710      7,710    100,000     11,589     11,589    100,000     17,633     17,633    100,000
      13      1,000     18,599      8,208      8,208    100,000     12,770     12,770    100,000     20,189     20,189    100,000
      14      1,000     20,579      8,674      8,674    100,000     13,981     13,981    100,000     22,992     22,992    100,000
      15      1,000     22,657      9,105      9,105    100,000     15,220     15,220    100,000     26,066     26,066    100,000
                                                                  
      16      1,000     24,840      9,501      9,501    100,000     16,489     16,489    100,000     29,440     29,440    100,000
      17      1,000     27,132      9,862      9,862    100,000     17,787     17,787    100,000     33,147     33,147    100,000
      18      1,000     29,539     10,183     10,183    100,000     19,114     19,114    100,000     37,224     37,224    100,000
      19      1,000     32,066     10,461     10,461    100,000     20,468     20,468    100,000     41,708     41,708    100,000
      20      1,000     34,719     10,692     10,692    100,000     21,846     21,846    100,000     46,646     46,646    100,000
                                                                  
    @ 65      1,000     69,761      9,434      9,434    100,000     36,658     36,658    100,000    134,451    134,451    164,030
</TABLE>
                                                                
Based on 0% interest rate and guaranteed charges, the Policy will lapse in
year 33.

Death benefit, account value and Cash Surrender Value are based on
hypothetical gross interest rates shown, assume current and guaranteed charges
and no Policy loans or withdrawals, and are calculated at the end of the
Policy Year. Assumed Premium Payments shown are assumed paid in full at the
beginning of the Policy Year. Payment of premiums shown other than in full at
the beginning of the Policy Year would reduce values and benefits below the
hypothetical illustrated amounts shown. Values shown reflect an effective annual
asset charge of 1.73% (includes mortality and expense risk charge of 0.8% and
average fund operating expenses of 0.93% applicable to the investment
Subaccounts of the VUL Separate Account). Hypothetical gross interest rates are
presented for illustrative purposes only to illustrate funds allocated entirely
to the investment Subaccounts of the VUL Separate Account and do not in any way
represent actual results or suggest that such results will be achieved in the
future. Actual values will differ from those shown whenever actual investment
results differ from hypothetical gross interest rates illustrated. A GIA
providing interest at a minimum guaranteed rate of 4% also is available under
this product through the General Account.
    

This illustration assumes a premium tax of 2.25%.


                                       71

<PAGE>

   
<TABLE>
<CAPTION>

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

                                                                                                  


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


                                                         ASSUMING GUARANTEED CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>    
       1      1,000      1,050       531          0     100,000        575          0    100,000        620          0    100,000
       2      1,000      2,153     1,194        282     100,000      1,321        409    100,000      1,453        542    100,000
       3      1,000      3,310     1,836        834     100,000      2,088      1,086    100,000      2,362      1,360    100,000
       4      1,000      4,526     2,457      1,428     100,000      2,878      1,850    100,000      3,354      2,325    100,000
       5      1,000      5,802     3,055      2,027     100,000      3,689      2,661    100,000      4,434      3,405    100,000
                                                                                                                        
       6      1,000      7,142     3,630      2,725     100,000      4,522      3,617    100,000      5,612      4,707    100,000
       7      1,000      8,549     4,179      3,397     100,000      5,374      4,593    100,000      6,895      6,113    100,000
       8      1,000     10,027     4,703      4,109     100,000      6,248      5,654    100,000      8,295      7,701    100,000
       9      1,000     11,578     5,199      4,793     100,000      7,141      6,734    100,000      9,822      9,415    100,000
      10      1,000     13,207     5,669      5,669     100,000      8,054      8,054    100,000     11,489     11,489    100,000
                                                                                                                        
      11      1,000     14,917     6,109      6,109     100,000      8,986      8,986    100,000     13,308     13,308    100,000
      12      1,000     16,713     6,518      6,518     100,000      9,936      9,936    100,000     15,295     15,295    100,000
      13      1,000     18,599     6,895      6,895     100,000     10,902     10,902    100,000     17,467     17,467    100,000
      14      1,000     20,579     7,238      7,238     100,000     11,886     11,886    100,000     19,843     19,843    100,000
      15      1,000     22,657     7,544      7,544     100,000     12,885     12,885    100,000     22,443     22,443    100,000
                                                                                                                        
      16      1,000     24,840     7,813      7,813     100,000     13,897     13,897    100,000     25,292     25,292    100,000
      17      1,000     27,132     8,039      8,039     100,000     14,919     14,919    100,000     28,412     28,412    100,000
      18      1,000     29,539     8,215      8,215     100,000     15,947     15,947    100,000     31,830     31,830    100,000
      19      1,000     32,066     8,338      8,338     100,000     16,975     16,975    100,000     35,579     35,579    100,000
      20      1,000     34,719     8,400      8,400     100,000     17,999     17,999    100,000     39,694     39,694    100,000
                                                                                                                        
    @ 65      1,000     69,761     4,012      4,012     100,000     26,599     26,599    100,000    112,991    112,991    137,849
</TABLE>

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

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.73%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 0.93% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.
    

This illustration assumes a premium tax of 2.25%.


                                       72

<PAGE>

   
<TABLE>
<CAPTION>

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

                                                                                                  


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

                                                         ASSUMING CURRENT CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>    
       1      1,000      1,050        629          0    100,000        677          0    100,000        724          0    100,000
       2      1,000      2,153      1,390        510    100,000      1,529        649    100,000      1,675        794    100,000
       3      1,000      3,310      2,132      1,176    100,000      2,412      1,457    100,000      2,716      1,760    100,000
       4      1,000      4,526      2,854      1,899    100,000      3,325      2,370    100,000      3,856      2,901    100,000
       5      1,000      5,802      3,557      2,601    100,000      4,271      3,315    100,000      5,106      4,150    100,000
                                  
       6      1,000      7,142      4,240      3,399    100,000      5,248      4,407    100,000      6,476      5,635    100,000
       7      1,000      8,549      4,904      4,178    100,000      6,261      5,534    100,000      7,980      7,254    100,000
       8      1,000     10,027      5,550      4,998    100,000      7,309      6,758    100,000      9,631      9,080    100,000
       9      1,000     11,578      6,180      5,802    100,000      8,399      8,021    100,000     11,449     11,071    100,000
      10      1,000     13,207      6,789      6,789    100,000      9,526      9,526    100,000     13,444     13,444    100,000
                                  
      11      1,000     14,917      7,378      7,378    100,000     10,691     10,691    100,000     15,636     15,636    100,000
      12      1,000     16,713      7,942      7,942    100,000     11,893     11,893    100,000     18,041     18,041    100,000
      13      1,000     18,599      8,482      8,482    100,000     13,132     13,132    100,000     20,683     20,683    100,000
      14      1,000     20,579      8,996      8,996    100,000     14,411     14,411    100,000     23,585     23,585    100,000
      15      1,000     22,657      9,485      9,485    100,000     15,730     15,730    100,000     26,776     26,776    100,000
                                  
      16      1,000     24,840      9,947      9,947    100,000     17,089     17,089    100,000     30,285     30,285    100,000
      17      1,000     27,132     10,384     10,384    100,000     18,494     18,494    100,000     34,149     34,149    100,000
      18      1,000     29,539     10,797     10,797    100,000     19,945     19,945    100,000     38,407     38,407    100,000
      19      1,000     32,066     11,183     11,183    100,000     21,445     21,445    100,000     43,100     43,100    100,000
      20      1,000     34,719     11,543     11,543    100,000     22,994     22,994    100,000     48,278     48,278    100,000
                                  
    @ 65      1,000     69,761     12,683     12,683    100,000     41,062     41,062    100,000    140,291    140,291    171,155
</TABLE>                         

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

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.73%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 0.93% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.
    

This illustration assumes a premium tax of 2.25%.

                                       73

<PAGE>

   
<TABLE>
<CAPTION>

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

                                                                                                  


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

                                                         ASSUMING GUARANTEED CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>    
       1      1,000      1,050        552          0    100,000        597          0    100,000        643          0    100,000
       2      1,000      2,153      1,236        355    100,000      1,365        485    100,000      1,501        620    100,000
       3      1,000      3,310      1,898        942    100,000      2,156      1,200    100,000      2,436      1,481    100,000
       4      1,000      4,526      2,538      1,582    100,000      2,970      2,014    100,000      3,457      2,501    100,000
       5      1,000      5,802      3,155      2,199    100,000      3,805      2,850    100,000      4,569      3,613    100,000

       6      1,000      7,142      3,748      2,907    100,000      4,664      3,823    100,000      5,782      4,941    100,000
       7      1,000      8,549      4,315      3,589    100,000      5,543      4,817    100,000      7,103      6,377    100,000
       8      1,000     10,027      4,857      4,305    100,000      6,444      5,892    100,000      8,545      7,994    100,000
       9      1,000     11,578      5,374      4,996    100,000      7,369      6,991    100,000     10,121      9,743    100,000
      10      1,000     13,207      5,866      5,866    100,000      8,318      8,318    100,000     11,845     11,845    100,000

      11      1,000     14,917      6,334      6,334    100,000      9,292      9,292    100,000     13,732     13,732    100,000
      12      1,000     16,713      6,777      6,777    100,000     10,293     10,293    100,000     15,800     15,800    100,000
      13      1,000     18,599      7,193      7,193    100,000     11,319     11,319    100,000     18,067     18,067    100,000
      14      1,000     20,579      7,582      7,582    100,000     12,371     12,371    100,000     20,553     20,553    100,000
      15      1,000     22,657      7,942      7,942    100,000     13,449     13,449    100,000     23,281     23,281    100,000

      16      1,000     24,840      8,271      8,271    100,000     14,551     14,551    100,000     26,276     26,276    100,000
      17      1,000     27,132      8,569      8,569    100,000     15,679     15,679    100,000     29,567     29,567    100,000
      18      1,000     29,539      8,830      8,830    100,000     16,829     16,829    100,000     33,183     33,183    100,000
      19      1,000     32,066      9,052      9,052    100,000     17,999     17,999    100,000     37,160     37,160    100,000
      20      1,000     34,719      9,233      9,233    100,000     19,191     19,191    100,000     41,538     41,538    100,000

    @ 65      1,000     69,761      8,379      8,379    100,000     32,301     32,301    100,000    120,057    120,057    146,470
</TABLE>

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

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.73%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 0.93% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.

This illustration assumes a premium tax of 2.25%.
    

                                       74

<PAGE>

   
<TABLE>
<CAPTION>

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

                                                                                                  


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

                                                         ASSUMING CURRENT CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>    
       1      1,000      1,050        612          0    100,613        659          0    100,660        707          0    100,707
       2      1,000      2,153      1,357        446    101,358      1,494        583    101,495      1,637        726    101,638
       3      1,000      3,310      2,083      1,081    102,084      2,358      1,356    102,359      2,656      1,654    102,657
       4      1,000      4,526      2,789      1,760    102,789      3,251      2,222    103,251      3,771      2,742    103,771
       5      1,000      5,802      3,474      2,446    103,475      4,172      3,144    104,173      4,990      3,961    104,990

       6      1,000      7,142      4,138      3,233    104,139      5,123      4,218    105,124      6,323      5,418    106,324
       7      1,000      8,549      4,779      3,997    104,779      6,102      5,321    106,103      7,780      6,998    107,780
       8      1,000     10,027      5,395      4,801    105,395      7,109      6,514    107,109      9,370      8,776    109,371
       9      1,000     11,578      5,986      5,579    105,986      8,142      7,736    108,143     11,107     10,700    111,107
      10      1,000     13,207      6,552      6,552    106,552      9,205      9,205    109,205     13,005     13,005    113,006

      11      1,000     14,917      7,092      7,092    107,092     10,296     10,296    110,296     15,079     15,079    115,080
      12      1,000     16,713      7,600      7,600    107,600     11,409     11,409    111,409     17,340     17,340    117,341
      13      1,000     18,599      8,074      8,074    108,074     12,543     12,543    112,544     19,805     19,805    119,805
      14      1,000     20,579      8,512      8,512    108,513     13,698     13,698    113,698     22,492     22,492    122,492
      15      1,000     22,657      8,913      8,913    108,914     14,870     14,870    114,870     25,420     25,420    125,420

      16      1,000     24,840      9,275      9,275    109,275     16,058     16,058    116,058     28,611     28,611    128,612
      17      1,000     27,132      9,596      9,596    109,596     17,261     17,261    117,261     32,092     32,092    132,093
      18      1,000     29,539      9,873      9,873    109,874     18,475     18,475    118,476     35,886     35,886    135,887
      19      1,000     32,066     10,102     10,102    110,103     19,696     19,696    119,696     40,021     40,021    140,021
      20      1,000     34,719     10,277     10,277    110,278     20,917     20,917    120,918     44,523     44,523    144,524

    @ 65      1,000     69,761      8,102      8,102    108,103     31,773     31,773    131,773    118,658    118,658    218,658
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
32.

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.73%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 0.93% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.

This illustration assumes a premium tax of 2.25%.
    

                                       75

<PAGE>

   
<TABLE>
<CAPTION>

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

                                                                                                  


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

                                                         ASSUMING GUARANTEED CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>         <C>        <C>       <C>    
       1      1,000      1,050        529          0    100,530        574          0    100,574        618          0    100,619
       2      1,000      2,153      1,190        279    101,191      1,317        405    101,317      1,449        538    101,450
       3      1,000      3,310      1,829        826    101,829      2,080      1,078    102,081      2,353      1,350    102,353
       4      1,000      4,526      2,445      1,416    102,445      2,864      1,835    102,864      3,336      2,308    103,337
       5      1,000      5,802      3,036      2,008    103,037      3,666      2,637    103,666      4,405      3,376    104,405

       6      1,000      7,142      3,602      2,697    103,603      4,487      3,582    104,487      5,567      4,662    105,567
       7      1,000      8,549      4,141      3,360    104,142      5,324      4,542    105,324      6,828      6,046    106,828
       8      1,000     10,027      4,653      4,059    104,653      6,178      5,584    106,179      8,199      7,604    108,199
       9      1,000     11,578      5,135      4,728    105,135      7,047      6,641    107,048      9,687      9,280    109,687
      10      1,000     13,207      5,588      5,588    105,588      7,932      7,932    107,932     11,304     11,304    111,305

      11      1,000     14,917      6,008      6,008    106,009      8,828      8,828    108,828     13,060     13,060    113,061
      12      1,000     16,713      6,395      6,395    106,395      9,734      9,734    109,735     14,966     14,966    114,967
      13      1,000     18,599      6,746      6,746    106,746     10,649     10,649    110,650     17,036     17,036    117,037
      14      1,000     20,579      7,060      7,060    107,061     11,571     11,571    111,572     19,284     19,284    119,285
      15      1,000     22,657      7,334      7,334    107,335     12,497     12,497    112,497     21,724     21,724    121,725

      16      1,000     24,840      7,567      7,567    107,568     13,424     13,424    113,424     24,374     24,374    124,374
      17      1,000     27,132      7,753      7,753    107,753     14,345     14,345    114,345     27,247     27,247    127,248
      18      1,000     29,539      7,884      7,884    107,885     15,253     15,253    115,253     30,359     30,359    130,360
      19      1,000     32,066      7,957      7,957    107,958     16,141     16,141    116,141     33,728     33,728    133,729
      20      1,000     34,719      7,963      7,963    107,964     16,999     16,999    116,999     37,371     37,371    137,371

    @ 65      1,000     69,761      2,808      2,808    102,808     21,533     21,533    121,533     94,178     94,178    194,178
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
32.

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.73%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 0.93% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.

This illustration assumes a premium tax of 2.25%.
    

                                       76

<PAGE>

   
<TABLE>
<CAPTION>

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

                                                                                                  


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

                                                         ASSUMING CURRENT CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>    
       1      1,000      1,050        628          0    100,629        676          0    100,676        723          0    100,724
       2      1,000      2,153      1,387        507    101,388      1,526        646    101,527      1,671        791    101,672
       3      1,000      3,310      2,126      1,170    102,126      2,405      1,449    102,405      2,707      1,752    102,708
       4      1,000      4,526      2,844      1,888    102,844      3,313      2,357    103,313      3,841      2,886    103,842
       5      1,000      5,802      3,541      2,585    103,541      4,250      3,295    104,251      5,081      4,126    105,082

       6      1,000      7,142      4,216      3,375    104,217      5,218      4,377    105,218      6,437      5,596    106,438
       7      1,000      8,549      4,872      4,146    104,873      6,218      5,492    106,219      7,923      7,197    107,924
       8      1,000     10,027      5,508      4,956    105,509      7,251      6,699    107,252      9,551      8,999    109,551
       9      1,000     11,578      6,127      5,749    106,127      8,322      7,944    108,322     11,337     10,960    111,338
      10      1,000     13,207      6,723      6,723    106,723      9,425      9,425    109,426     13,294     13,294    113,294

      11      1,000     14,917      7,296      7,296    107,296     10,562     10,562    110,563     15,435     15,435    115,436
      12      1,000     16,713      7,843      7,843    107,843     11,731     11,731    111,731     17,778     17,778    117,778
      13      1,000     18,599      8,363      8,363    108,363     12,930     12,930    112,931     20,340     20,340    120,341
      14      1,000     20,579      8,854      8,854    108,855     14,161     14,161    114,161     23,143     23,143    123,144
      15      1,000     22,657      9,317      9,317    109,318     15,422     15,422    115,423     26,210     26,210    126,210

      16      1,000     24,840      9,750      9,750    109,750     16,715     16,715    116,715     29,566     29,566    129,566
      17      1,000     27,132     10,155     10,155    110,156     18,041     18,041    118,042     33,242     33,242    133,242
      18      1,000     29,539     10,533     10,533    110,533     19,402     19,402    119,402     37,270     37,270    137,270
      19      1,000     32,066     10,881     10,881    110,881     20,796     20,796    120,797     41,684     41,684    141,684
      20      1,000     34,719     11,198     11,198    111,198     22,225     22,225    122,225     46,521     46,521    146,522

    @ 65      1,000     69,761     11,577     11,577    111,578     37,257     37,257    137,257    128,528    128,528    228,529
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
37.

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.73%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 0.93% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.

This illustration assumes a premium tax of 2.25%.
    

                                       77

<PAGE>

   
<TABLE>
<CAPTION>

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

                                                                                                  


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

                                                         ASSUMING GUARANTEED CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>    
       1      1,000      1,050        551          0    100,552        596          0    100,597        641          0    100,642
       2      1,000      2,153      1,232        352    101,233      1,362        481    101,362      1,497        616    101,497
       3      1,000      3,310      1,891        936    101,892      2,148      1,193    102,149      2,428      1,472    102,428
       4      1,000      4,526      2,527      1,571    102,527      2,956      2,001    102,957      3,441      2,485    103,441
       5      1,000      5,802      3,137      2,182    103,138      3,784      2,828    103,784      4,542      3,587    104,543

       6      1,000      7,142      3,723      2,882    103,723      4,631      3,790    104,632      5,740      4,899    105,741
       7      1,000      8,549      4,280      3,554    104,281      5,496      4,770    105,497      7,041      6,315    107,041
       8      1,000     10,027      4,810      4,259    104,811      6,379      5,827    106,380      8,455      7,904    108,456
       9      1,000     11,578      5,314      4,936    105,314      7,281      6,904    107,282      9,995      9,617    109,996
      10      1,000     13,207      5,790      5,790    105,791      8,203      8,203    108,204     11,672     11,672    111,673

      11      1,000     14,917      6,240      6,240    106,240      9,144      9,144    109,145     13,501     13,501    113,501
      12      1,000     16,713      6,662      6,662    106,663     10,105     10,105    110,106     15,494     15,494    115,494
      13      1,000     18,599      7,055      7,055    107,055     11,084     11,084    111,085     17,667     17,667    117,668
      14      1,000     20,579      7,417      7,417    107,418     12,080     12,080    112,080     20,036     20,036    120,037
      15      1,000     22,657      7,749      7,749    107,749     13,092     13,092    113,093     22,621     22,621    122,621

      16      1,000     24,840      8,046      8,046    108,047     14,118     14,118    114,118     25,437     25,437    125,438
      17      1,000     27,132      8,307      8,307    108,308     15,155     15,155    115,156     28,508     28,508    128,509
      18      1,000     29,539      8,529      8,529    108,530     16,201     16,201    116,201     31,855     31,855    131,856
      19      1,000     32,066      8,707      8,707    108,708     17,248     17,248    117,249     35,500     35,500    135,501
      20      1,000     34,719      8,840      8,840    108,841     18,298     18,298    118,298     39,472     39,472    139,472

    @ 65      1,000     69,761      7,277      7,277    107,277     28,202     28,202    128,202    105,712    105,712    205,713
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
37.

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.73%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 0.93% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.

This illustration assumes a premium tax of 2.25%.
    

                                       78



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