10-K

                                              UNITED STATES
                                      SECURITIES AND EXCHANGE COMMISSION
                                            Washington, D.C. 20549

                                                  FORM 10-K

                                                  (Mark one)
                   ( X )      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                              SECURITIES EXCHANGE ACT OF 1934

                                 For the fiscal year ended December 31, 2002

                                                       OR

                   (   )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                              SECURITIES EXCHANGE ACT OF 1934

                               For the transition period from ________ TO ________

                                         Commission file number 333-55268

                                           THE PHOENIX COMPANIES, INC.
                              (Exact name of registrant as specified in its charter)

                         Delaware                                                   06-0493340
              (State or other jurisdiction of                          (I.R.S. Employer Identification No.)
              incorporation or organization)

             One American Row, Hartford, Connecticut                                 06102-5056
             (Address of principal executive offices)                                (Zip Code)

                                 Registrant's telephone number, including area code
                                                (860) 403-5000

Securities registered pursuant to Section 12(b) of the Act:

                              Title of each class                    Name of each exchange on which registered
                         Common stock, $.01 par value                         New York Stock Exchange
                 7.45% Quarterly Interest Bonds, due 2032                     New York Stock Exchange
                              7.25% Equity Units                              New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
                                         Stock Purchase Contracts

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past ninety days. YES X NO ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K. [X]

As of February 28, 2003, the aggregate market value of voting common equity held by non-affiliates of the
registrant was $728,592,354 based on the last reported sale price of the registrant's common stock on the New
York Stock Exchange. On February 28, 2003, the registrant had 94,045,583 shares of common stock outstanding.

                                       DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement to be filed pursuant to Regulation 14A within 120 days
after the end of the registrant's fiscal year are incorporated by reference in Part III.




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                                                TABLE OF CONTENTS

          Item No.    Description                                                                       Page    

Part I        1       Business......................................................................          3
              2       Properties....................................................................         18
              3       Legal Proceedings.............................................................         18
              4       Submission of Matters to a Vote of Security Holders...........................         19
Part II       5       Market of Registrant's Common Equity and Related Stockholder Matters..........         20
              6       Selected Financial Data.......................................................         20
              7       Management's Discussion and Analysis of Financial Condition and Results
                        of Operations...............................................................         24
              7A      Quantitative and Qualitative Disclosures About Market Risk....................         69
              8       Financial Statements and Supplementary Data...................................         72
                      Report of Independent Accountants.............................................        F-1
                      Consolidated Balance Sheet as of December 31, 2002 and 2001...................        F-2
                      Consolidated Statement of Income and Comprehensive Income For the Years Ended
                        December 31, 2002, 2001 and 2000............................................        F-3
                      Consolidated Statement of Cash Flows For the Years Ended December 31, 2002,
                        2001 and 2000...............................................................        F-4
                      Consolidated Statement of Changes in Stockholders' Equity and Comprehensive
                        Income For the Years Ended December 31, 2002, 2001 and 2000.................        F-5
                      Notes to Consolidated Financial Statements....................................        F-6
              9       Changes in and Disagreements With Accountants on Accounting and Financial
                        Disclosure..................................................................         72
Part III      10      Directors and Executive Officers of the Registrant............................         72
              11      Executive Compensation........................................................         73
              12      Security Ownership of Certain Beneficial Owners and Management................         73
              13      Certain Relationships and Related Transactions................................         73
              14      Controls and Procedures.......................................................         74
Part IV       15      Exhibits, Financial Statement Schedules, and Reports on Form 8-K..............         74
                      Signatures....................................................................         76
                      Certifications................................................................         77
                      Exhibit Index.................................................................        E-1




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Unless otherwise stated, at all times on and after June 25, 2001, the effective date of Phoenix Home Life
Mutual Insurance Company's demutualization,"Phoenix", "we," "our" or "us" means The Phoenix Companies, Inc.,
"PNX", and its direct and indirect subsidiaries. At all times prior to June 25, 2001, "we," "our" or "us" means
Phoenix Home Life Mutual Insurance Company (which has been known as Phoenix Life Insurance Company since June
25, 2001) and its direct and indirect subsidiaries. Furthermore, "Phoenix Life" refers to Phoenix Life
Insurance Company, "Life Companies" refers to Phoenix Life and its direct and indirect subsidiaries and "PXP"
refers to Phoenix Investment Partners, Ltd. and its direct and indirect subsidiaries.

                                                     PART I

Item 1.  Business

                                             Description of Business

We are a leading provider of wealth management products and services offered through a variety of select
advisors and financial services firms to serve the accumulation, preservation and transfer needs of the
affluent and high-net-worth market, businesses and institutions. We refer to our products and services together
as our wealth management solutions. We offer a broad range of life insurance, annuity and investment management
solutions through a variety of distributors. These distributors include affiliated and non-affiliated advisors
and financial services firms who make our solutions available to their clients.

The affluent and high-net-worth market is a growing market with significant demand for customized products and
services. We define affluent as those households with net worths of $500,000 or greater, excluding their
primary residence. We define high-net-worth, a subset of the affluent category, as those households that have
net worth, excluding primary residence, of over $1,000,000. Our wealth management solutions are designed to
assist advisors and their clients in this target market to achieve three main goals:

         •  the accumulation of wealth, primarily during an individual's working years;

         •  the preservation of income and wealth during retirement and following death; and

         •  the efficient transfer of wealth in a variety of situations, including through estate
            planning, business continuation planning and charitable giving.

We provide our wealth management solutions through various distribution channels, including:

         •  non-affiliated financial intermediaries such as national and regional broker-dealers, banks,
            financial planning firms, advisor groups and other insurance companies; and

         •  our affiliated retail producers, most of whom are registered representatives of our wholly-owned
            retail broker-dealer WS Griffith Advisors, Inc., or WS Griffith.

Segments

We provide our wealth management solutions through two operating segments — Life and Annuity and Investment
Management. Both segments serve the affluent and high-net-worth market, which presents opportunities to
leverage their capabilities and relationships. In addition to managing third-party assets, Investment
Management, through PXP, manages both the general account of our Life and Annuity business and many of the
separate account portfolios available through Life and Annuity's product line.

We report our remaining activities in two non-operating segments — Venture Capital and Corporate and Other.
Venture Capital includes investments primarily in the form of limited partnership interests in venture capital
funds,

                                                       3


leveraged buyout funds and other private equity partnerships sponsored and managed by third parties. Corporate
and Other includes unallocated capital and expenses as well as certain businesses not of sufficient scale to
report independently. These segments are significant for financial reporting purposes, but do not contain
products or services relevant to our core wealth management operations.



                                          SUMMARY OF OPERATING SEGMENTS


Market Presence (Dec. 31, 2002)       Distribution Channels                  Products


Life and Annuity

                                      Non-affiliated distribution:           •   Variable universal life
                                                                                 insurance
•   $112.8 billion of net life        •   National and regional              •   Universal life insurance
    insurance in force                    broker-dealers                     •   Term life insurance
•   $5.8 billion annuity assets       •   Financial planning firms           •   Variable annuities
    under management                  •   Advisor groups                     •   Fixed annuities
                                      •   Insurance companies                •   Immediate annuities
                                      •   Banks                              •   Private placement life
Principal operating subsidiary:                                                  insurance and annuities
•   Phoenix Life                      Affiliated distribution:               •   Executive benefits
                                     •   WS Griffith Advisors, Inc.         •   Trust services
                                      •   Main Street Management Company

Investment Management
                                      Non-affiliated distribution:           Private client products:
•   $54.0 billion assets under        •   National and regional              •   Managed accounts
    management                            broker-dealers                     •   Mutual funds
                                      •   Advisor groups
                                      •   Institutional investment
Principal operating subsidiary:           management consultants             Institutional products:
•   PXP                               •   Financial planning firms           •   Institutional accounts
                                                                             •   Closed-end funds
                                      Affiliated distribution:               •   Structured products
                                      •   WS Griffith Advisors, Inc.         •   Phoenix Life general and
                                      •   Affiliated asset managers              separate accounts
                                      •   Main Street Management Company



     Operating Segments

Life and Annuity Segment

Our Life and Annuity segment offers a variety of life insurance and annuity products through affiliated and
non-affiliated distributors. We believe our competitive advantage in this segment consists of five main
components:

         •  our innovative products;
         •  our diversified asset management capability;
         •  our distribution relationships with institutions that have access to our target market;
         •  our ability to combine products and services that distributors and their clients find attractive;
            and
         •  our underwriting expertise.

Life and Annuity Products

                 Life Products
Our life insurance products include variable universal life, universal life, term life and other insurance
products. Because of our target market, we are a leading writer of second-to-die life insurance. Second-to-die
products are

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typically used for estate planning purposes and insure two lives rather than one, with the policy proceeds paid
after the death of both insured individuals.

Variable Universal Life. Variable universal life products provide insurance coverage and give the policyholder
various investment choices, flexible premium payments and coverage amounts and limited guarantees. The
policyholder may direct premiums and cash value into a variety of separate investment accounts – accounts that
are maintained separately from the other assets of the Life Companies and are not part of the general account
of the Life Companies. In separate investment accounts, the policyholder bears the entire risk of the
investment results. We collect fees for the management of these various investment accounts and the net return
is credited directly to the policyholder's account. With some variable universal products, by maintaining a
certain premium level the policyholder receives guarantees that protect the policy's death benefit if, due to
adverse investment experience, the policyholder's account balance is zero. We retain the right within limits to
adjust the fees we assess for providing administrative services. We also collect fees to cover mortality costs;
these fees may be adjusted by us but may not exceed contractual limits.

Universal Life. Universal life products provide insurance coverage on the same basis as variable universal life
products, except that premiums, and the resulting accumulated balances, are allocated only to our general
account for investment. Universal life products may allow the policyholder to increase or decrease the amount of
death benefit coverage over the term of the policy, and also may allow the policyholder to adjust the frequency
and amount of premium payments. We credit premiums, net of expenses, to an account maintained for the
policyholder. We credit interest to the account at rates that we determine, subject to certain minimums.
Specific charges are made against the account for expenses. We also collect fees to cover mortality costs; these
fees may be adjusted by us but may not exceed contractual limits.

Term Life. Term life insurance provides a guaranteed benefit upon the death of the insured within a specified
time period, in return for the periodic payment of premiums. Specified coverage periods range from one to
twenty years, but not longer than the period over which premiums are paid. Premiums may be level for the
coverage period or may vary. Term insurance products are sometimes referred to as pure protection products, in
that there are normally no savings or investment elements. Term contracts expire without value at the end of
the coverage period. Our term insurance policies allow policyholders to convert to permanent coverage,
generally without evidence of insurability.

     Annuity Products
We offer a variety of variable and fixed annuities to meet the accumulation and preservation needs of the
affluent and high-net-worth market. These products enable the contractholder to save for retirement and also
provide options that protect against outliving assets during retirement. Our major sources of revenues from
annuities are mortality and expense fees charged to the contractholder, generally determined as a percentage of
the market value of any underlying separate account balances, and the excess of investment income over credited
interest for funds invested in our general account.

Variable Annuities. Variable annuities are separate account products, which means that the contractholder bears
the investment risk as deposits are directed into a variety of separate accounts. The contractholder typically
can also direct funds to a general account option in which case we credit interest at rates we determine,
subject to certain minimums. Contractholders also may elect certain enhanced death benefit guarantees, for
which they are assessed a specific charge.

While we have written variable annuities since 1982, historically, our product offerings were relatively
limited, with only PXP funds as investment options and sales primarily attributable to our affiliated retail
distribution channel. In 1995, we began to enhance our variable annuity business by adding non-PXP fund
managers. In 1999, we began broadening our distribution sources. We also strengthened our management team by
adding experienced management personnel, hiring a dedicated wholesaling team of product specialists to market
our product lines to our distribution sources and expanding our investment options to be competitive in the
broker-dealer market.

                                                       5


Fixed Annuities. Fixed annuities are general account products, which means that we bear the investment risk as
funds are invested in our general account, and a fixed interest rate subject to certain contractual minimums,
reset from time to time, is credited to the contractholder's account. Fixed annuities are useful as
accumulation tools and may also be attractive as income preservation tools for investors who wish to reduce
their exposure to equity market volatility. Our fixed annuity products are designed, not only for insurance
distribution, but also for broker-dealer and bank distribution. The broker-dealer product is invested in our
general account but adjusts the surrender value based on changes in interest rates if the contractholder
withdraws funds at any time other than at specified intervals, subject to guaranteed minimum rates.

Immediate Annuities. Immediate annuities are purchased by means of a single lump sum payment and begin paying
periodic income immediately. We offer fixed and variable options. We believe this product is especially
attractive to those affluent and high-net-worth retirees who are rolling over pension or retirement plan assets
and seek an income stream based entirely or partly on equity market performance.

     Other Products and Services
Life and Annuity is focused on the development of other products and distribution relationships that respond to
the affluent and high-net-worth market's demand for wealth management solutions.

Private Placement Life and Annuity Products. Private placement products are individually customized life and
annuity offerings that include Corporate Owned Life Insurance, or COLI, single premium life, second-to-die life
and variable annuity products. These products have minimum deposits of over $500,000, targeting the wealthiest
segment of the high-net-worth market. As part of our strategy to broaden our presence in the high-net-worth
market, we acquired majority ownership of PFG Holdings, Inc., or PFG, a provider of private placement products,
in 1999. The average face amount of life insurance policies sold by PFG in 2002 was $15.2 million and the
average annuity deposit was $4.0 million.

Executive Benefits. Executive benefits are designed for corporations to fund special deferred compensation plans
and benefit programs for key employees. We offer a range of products to the executive benefits market. We view
these products as a source of growing fee-based business.

Trust Services. Through January 8, 2002 we provided trust services on a limited basis through our wholly-owned
Connecticut chartered trust company. On January 9, 2002, we converted this company to a national trust bank,
which provides comprehensive trust, custody and other fiduciary services nationwide. Having a nationwide trust
capability has strengthened our relationships with distributors by enabling us to provide them with directed
trustee, custody and other trust-related fiduciary services for their clients who employ trusts as wealth
preservation and transfer tools. We are considering how to develop our trust capabilities to complement the
services we provide to distributors.

Underwriting

Insurance underwriting is the process of examining, accepting or rejecting insurance risks, and classifying
those accepted in order to charge appropriate premiums or mortality charges. Underwriting also involves
determining the amount and type of reinsurance appropriate for a particular type of risk.

We believe we have particular expertise in evaluating the underwriting risks relevant to our target market. We
believe this expertise enables us to make appropriate underwriting decisions, including, in some instances, the
issuance of policies on more competitive terms than other insurers would offer. Phoenix Life has a long
tradition of underwriting innovation. Beginning in 1955, we were among the first insurance companies to offer
reduced rates to women. We believe we were the second company to offer reduced rates to non-smokers, beginning
in 1967. Our underwriting team includes doctors and other medical staff to ensure, among other things, that we
are focused on current developments in medical technology.

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Our underwriting standards for life insurance are intended to result in the issuance of policies that produce
mortality experience consistent with the assumptions used in product pricing. The overall profitability of our
life insurance business depends to a large extent on the degree to which our mortality experience compares to
our pricing assumptions. Our underwriting is based on our historical mortality experience, as well as on the
experience of the insurance industry and of the general population. We continually compare our underwriting
standards to those of the industry to assist in managing our mortality risk and to stay abreast of industry
trends.

Our life insurance underwriters evaluate policy applications on the basis of the information provided by the
applicant and others. We use a variety of methods to evaluate certain policy applications, such as those where
the size of the policy sought is particularly large, or where the applicant is an older individual, has a known
medical impairment or is engaged in a hazardous occupation or hobby. Consistent with industry practice, we
require medical examinations and other tests depending upon the age of the applicant and the size of the
proposed policy.

Our group life policies covering multiple lives are issued on a guaranteed issue basis, within specified limits
per life insured, whereby the amount of insurance issued per life on a guaranteed basis is related to the total
number of lives being covered and the particular need for which the product is being purchased. Guaranteed
issue underwriting applies to employees actively at work, and product pricing reflects the additional
guaranteed issue underwriting risk.

Reserves

We establish and report liabilities for future policy benefits on our consolidated balance sheet to reflect the
obligations under our insurance policies and contracts. Our liability for variable universal life insurance and
universal life insurance policies and contracts is equal to the cumulative account balances, plus additional
reserves we establish for policy riders. Cumulative account balances include deposits plus credited interest,
less expense and mortality charges and withdrawals. Reserves for future policy benefits for whole life policies
are calculated based on actuarial assumptions that include investment yields, mortality, lapses and expenses.

Reinsurance

While we have underwriting expertise and have experienced favorable mortality trends, we believe it is prudent
to spread the risk associated with our life insurance products through reinsurance. As is customary in the life
insurance industry, our reinsurance program is designed to protect us against adverse mortality experience
generally and to reduce the potential loss we might face from a death claim on any one life.

We cede risk to other insurers under various agreements that cover individual life insurance policies. The
amount of risk ceded depends on our evaluation of the specific risk and applicable retention limits. Under the
terms of our reinsurance agreements, the reinsurer agrees to reimburse us for the ceded amount in the event a
claim is incurred. However, we remain liable to our policyholders for ceded insurance if any reinsurer fails to
meet its obligations. Since we bear the risk of nonpayment by one or more of our reinsurers, we cede business
to well-capitalized, highly rated insurers. While our current retention limit on any one life is $10 million
($12 million on second-to-die cases), we may cede amounts below those limits on a case-by-case basis depending
on the characteristics of a particular risk. Typically our reinsurance contracts allow us to reassume ceded
risks after a specified period. This right is valuable where our mortality experience is sufficiently favorable
to make it financially advantageous for us to reassume the risk rather than continue paying reinsurance
premiums.

We reinsure 80% of the mortality risk on a block of policies acquired from Confederation Life Insurance
Company, or Confederation Life, in 1997. We entered into two separate reinsurance agreements in 1998 and 1999
to reinsure a substantial portion of our otherwise retained individual life insurance business. In addition, we
reinsure up to 90% of the mortality risk on some new issues. As of December 31, 2002, we had ceded $74.3
billion in face amount of reinsurance, representing 65.9% of our total face amount of $112.8 billion of life
insurance in force.

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The following table lists our five principal life reinsurers, together with the reinsurance recoverables on a
statutory basis as of December 31, 2002, the face amount of life insurance ceded as of December 31, 2002, and
the reinsurers' A.M. Best ratings.

                                                           Reinsurance       Face Amount of
                                                           Recoverable       Life Insurance       A.m. Best
  Reinsurer                                                  Balances            Ceded            Rating (1)
  ---------                                              -----------------  -----------------  -----------------
  AUSA Life Insurance Co.(2) ............................  $   5.8 million    $   9.5 billion           A+
  Swiss Re Life & Health America, Inc...................  $   9.4 million    $  13.5 billion           A++
  Allianz Life Insurance Co. of North America...........  $   3.7 million    $  10.4 billion           A+
  Employers Reinsurance Corp............................  $   4.2 million    $   8.9 billion           A+
  XL Capital............................................  $   4.6 million    $   7.3 billion           NR-5(3)
- -------
(1)      A.M. Best ratings are as of December 31, 2002.
(2)      AUSA Life Insurance Co. is a subsidiary of Aegon N.V.
(3)      The A.M. Best rating for the XL Capital group is A+. The NR-5 rating is
         assigned to insurers that either request not to be formally rated or
         were rated in the past and no longer provide financial information to
         A.M. Best.

Life and Annuity Financial Information

See Management's Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-K for
Life and Annuity segment financial information.

Investment Management Segment

We conduct activities in Investment Management with a focus on two customer groups — private client and
institutional. Through our private client group, we provide investment management services principally on a
discretionary basis, with products consisting of open-end mutual funds and managed accounts. Managed accounts
include intermediary programs sponsored and distributed by non-affiliated broker-dealers, and direct managed
accounts which are sold and administered by us. These two types of managed accounts generally require minimum
investments of $100,000 and $1 million, respectively. Our private client business also provides transfer
agency, accounting and administrative services to most of our open-end mutual funds.

Through our institutional group, we provide discretionary and non-discretionary investment management services
primarily to corporations, multi-employer retirement funds and foundations, as well as to endowment, insurance
and other special purpose funds. In addition, we offer our institutional clients alternative financial
products, including structured finance products and closed-end funds. Structured finance products include
collateralized debt obligations, or CDOs, and collateralized bond obligations, or CBOs, backed by portfolios of
public high yield bonds, emerging markets bonds, commercial mortgage-backed and asset-backed securities or bank
loans.

Affiliated Asset Managers

We provide investment management services through our affiliated asset managers. We provide our affiliated
asset managers with a consolidated platform of distribution and administrative support. Each manager has
autonomy with its investment process while we monitor performance and ensure that each manager adheres to its
stated investment style.

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Our affiliated managers, and their respective styles, products and assets under management, are as follows:

- ---------------------------------------------------------------------------------------------------------------
                                                                                                 Assets Under
                                                                                                Management at
         Affiliated Advisor/                                                                  December 31, 2002
        PXP Ownership/location              Investment Styles                  Products          (in billions)
- ---------------------------------------------------------------------------------------------------------------
GoodwinSM Capital Advisors(1), or      Fixed Income –                Mutual Funds
Goodwin  / 100% /                    Sector Rotation               Institutional Accounts
Hartford, CT                                                       Structured Finance Products
                                                                   Phoenix Life General Account      $18.6
- ---------------------------------------------------------------------------------------------------------------
Seneca Capital Management LLC,       Equities –                    Mutual Funds
or Seneca / 68.4% /                  Growth with Controlled Risk   Sponsored Managed Accounts
San Francisco, CA                    Earnings-Driven Growth        Direct Managed Accounts
                                     Tax Sensitive Growth          Institutional Accounts
                                     Fixed Income–                 Structured Finance Products
                                     Value Driven                                                    $12.0
- ---------------------------------------------------------------------------------------------------------------
Kayne Anderson Rudnick               Equities –                    Sponsored Managed Accounts
Investment Management, LLC, or       Quality at Reasonable Price   Direct Managed Accounts
Kayne Anderson Rudnick / 60% /                                     Institutional Accounts
Los Angeles, CA                                                    Mutual Funds                       $8.6
- ---------------------------------------------------------------------------------------------------------------
Duff & Phelps Investment             Equities –                    Mutual Funds
Management Co., or DPIM /            Core                          Sponsored Managed Accounts
100% / Chicago, IL                   Fixed Income–                 Institutional Accounts
                                     Core                          Closed-end Funds                   $6.2
- ---------------------------------------------------------------------------------------------------------------
Roger Engemann and Associates,       Equities –                    Mutual Funds
Inc., or Engemann /                  Classic Growth                Sponsored Managed Accounts
100% / Pasadena, CA                                                Direct Managed Accounts            $4.0
- ---------------------------------------------------------------------------------------------------------------
Zweig Fund Group, or Zweig /         Equities/Fixed Income –       Mutual Funds
100% / New York, NY                  Tactical Asset Allocation     Closed-end Funds
                                     Market Neutral                                                   $1.7
- ---------------------------------------------------------------------------------------------------------------
OakhurstSM Asset Managers(1), or       Equities –                    Mutual Funds
Oakhurst / 100% /                    Systematic Value
Scotts Valley, CA                                                                                     $1.5
- ---------------------------------------------------------------------------------------------------------------
Walnut Asset Management LLC,         Equities –                    Direct Managed Accounts
or Walnut / 76% /                    Relative Value                Institutional Accounts
Philadelphia, PA                     Fixed Income–
                                     Quality Fixed Income                                             $0.7
- ---------------------------------------------------------------------------------------------------------------
HollisterSM Investment                Equities –                    Mutual Funds
Management(1), Hollister / 100% /     Traditional Value             Managed Accounts
Sarasota, FL                                                       Institutional Accounts             $0.5
- ---------------------------------------------------------------------------------------------------------------
Capital West Asset Management,       Equities –                    Direct Managed Accounts
LLC, or Capital West / 65% /         Quantitative Value            Institutional Accounts
Denver, CO                           Large Cap                     Sponsored Managed Accounts
                                     Core Small Cap                                                   $0.2
- ---------------------------------------------------------------------------------------------------------------
Total Assets Under Management                                                                        $54.0
- ----------------------------------------------------------------------------------------------------------------
(1) Goodwin, Oakhurst and Hollister are divisions of Phoenix Investment Counsel, Inc., an indirect wholly-owned
subsidiary of PXP.

Investment Management segment also includes our minority investment by Phoenix Life in Aberdeen Asset
Management PLC, or Aberdeen, a Scottish investment management company with institutional and retail clients in
the United Kingdom, as well as in continental Europe, Asia, Australia and the U.S. We acquired 21.8% of the
common stock of Aberdeen in a series of transactions from 1996 through May 2001. Aberdeen has offices in seven
countries, including Scotland, England, Singapore and the U.S.

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Investment Management Products

     Private Client Products
Managed Accounts. We provide investment management services through participation in 53 intermediary
managed account programs sponsored by various broker-dealers such as Merrill Lynch, Morgan Stanley and Salomon
Smith Barney. These programs enable the sponsor's client to select one or more of PXP's affiliated asset
managers as the provider of discretionary portfolio management services, in return for an asset-based fee paid
by the client to the broker-dealer, which then pays a management fee to us. Seven of these programs include
more than one of our affiliated asset managers. As of December 31, 2002 we managed 64,494 accounts relating to
such intermediary managed account programs, representing approximately $9.4 billion of assets under management.
In addition, we offer direct managed accounts which are individual client accounts sold and administered by us.
We managed 3,701 direct managed accounts representing $3.7 billion of assets under management.

Mutual Funds. Our affiliated asset managers are investment advisers or sub-advisers to 57 open-end mutual
funds, which had aggregate assets under management of approximately $8.3 billion as of December 31, 2002. These
mutual funds are available primarily to retail investors. Thirteen of these funds are included as investment
choices to purchasers of our variable life and variable annuity products.

     Institutional Products
Institutional Accounts. We have over 750 institutional clients, consisting primarily of medium-sized pension
and profit sharing plans of corporations, government entities and unions, as well as endowments and foundations,
public and multi-employer retirement funds and other special purpose funds. Our assets under management totaled
$12.3 billion as of December 31, 2002.

Closed-End Funds. We manage the assets of five closed-end funds, each of which is traded on the New York Stock
Exchange: DTF Tax-Free Income Inc.; Duff & Phelps Utility and Corporate Bond Trust Inc.; DNP Select Income
Inc.; The Zweig Fund, Inc. and The Zweig Total Return Fund, Inc. Our assets under management totaled $4.0
billion as of December 31, 2002.

Structured Finance Products. We manage nine structured finance products, and also act as a sub-adviser to a
structured finance product sponsored by a third party. These products are collateralized debt and bond obligations
backed by portfolios of high yield bonds, emerging markets bonds and/or asset-backed securities. Our assets under
management totaled $3.5 billion as of December 31, 2002.

Life Companies' General Accounts and Related Assets. PXP manages most of the assets of the Life Companies'
general accounts, as well as assets of Phoenix-related entities. As of year-end 2002, PXP managed $14.5 billion,
of the Life Companies' assets.




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PXP Assets under Management

The following table presents information regarding the assets under management by PXP for the years 2002, 2001
and 2000 (in millions):

                                                                    2002            2001            2000
                                                                --------------  --------------  --------------
TOTAL:
Deposits.......................................................   $ 10,134.4      $  9,528.7      $ 11,510.4
Redemptions and withdrawals....................................     (9,950.3)       (9,069.7)      (12,467.4)
Acquisitions(1)(4)(5) and dispositions(2) ........................      7,755.5           854.4        (3,336.0)
Performance....................................................     (7,863.2)       (7,254.5)       (3,856.9)
Other(3)(6).....................................................       1,789.0         1,438.4           141.3
                                                                --------------  --------------  --------------
Change in assets under management..............................      1,865.4        (4,502.7)       (8,008.6)
Beginning balance..............................................     52,090.1        56,592.8        64,601.4
                                                                --------------  --------------  --------------
Ending balance.................................................   $ 53,955.5      $ 52,090.1      $ 56,592.8
                                                                ==============  ==============  ==============
INSTITUTIONAL PRODUCTS:
Deposits.......................................................   $  4,380.4      $  4,989.0      $  5,572.5
Redemptions and withdrawals....................................     (4,480.0)       (3,766.9)       (7,355.6)
Acquisitions(1)(4) and dispositions (2)..........................       1,507.7           105.9        (3,206.0)
Performance....................................................     (2,773.1)       (1,152.2)          935.4
Other(3)(6) .....................................................      1,789.0         1,438.4           141.3
                                                                --------------  --------------  --------------
Change in assets under management..............................        424.0         1,614.2        (3,912.4)
Beginning balance..............................................     32,030.2        30,416.0        34,328.4
                                                                --------------  --------------  --------------
Ending balance.................................................   $ 32,454.2      $ 32,030.2      $ 30,416.0
                                                                ==============  ==============  ==============
PRIVATE CLIENT PRODUCTS:
Mutual Funds:
Deposits.......................................................   $  1,332.8      $  1,817.8      $  2,068.5
Redemptions and withdrawals....................................     (2,754.0)       (2,756.4)       (3,492.0)
Acquisitions(5).................................................        333.5            --              --
Performance....................................................     (1,811.8)       (2,556.5)       (1,933.2)
                                                                --------------  --------------  --------------
Change in assets under management..............................     (2,899.5)       (3,495.1)       (3,356.7)
Beginning balance..............................................     11,221.6        14,716.7        18,073.4
                                                                --------------  --------------  --------------
Ending balance.................................................   $  8,322.1      $ 11,221.6      $ 14,716.7
                                                                ==============  ==============  ==============
Intermediary Programs:
Deposits.......................................................   $  4,117.0      $  2,607.7      $  3,668.9
Redemptions and withdrawals....................................     (2,317.9)       (2,316.0)       (1,408.0)
Acquisitions(4)(5) ..............................................      4,723.5            10.7            --
Performance....................................................     (2,903.1)       (2,886.9)       (2,546.5)
                                                                --------------  --------------  --------------
Change in assets under management..............................      3,619.5        (2,584.5)         (285.6)
Beginning balance..............................................      5,819.6         8,404.1         8,689.7
                                                                --------------  --------------  --------------
Ending balance.................................................   $  9,439.1      $  5,819.6      $  8,404.1
                                                                ==============  ==============  ==============
Direct Managed Accounts:
Deposits.......................................................   $    304.2      $    114.2      $    200.5
Redemptions and withdrawals....................................       (398.4)         (230.4)         (211.8)
Acquisitions(1)(4)(5) ............................................     1,190.8           737.8          (130.0)
Performance....................................................       (375.2)         (658.9)         (312.6)
                                                                --------------  --------------  --------------
Change in assets under management..............................        721.4           (37.3)         (453.9)
Beginning balance..............................................      3,018.7         3,056.0         3,509.9
                                                                --------------  --------------  --------------
Ending balance.................................................   $  3,740.1      $  3,018.7      $  3,056.0
                                                                ==============  ==============  ==============

(1)    Includes assets of $0.7 billion related to the Walnut acquisition in 2001.
(2)    Includes asset outflows of $3.3 billion in 2000 related to the sale of Cleveland operations.
(3)    Includes assets of $0.9 billion related to the Phoenix IPO in 2001.
(4)    Includes assets of $0.1 billion from Capital West in 2001.
(5)    Includes assets of $7.8 billion from Kayne Anderson Rudnick in 2002.
(6)    Includes net change in the Life Companies' general account assets.

                                                       11


Investment Management Financial Information

See Management's Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-K for
Investment Management segment financial information.

Competition

We face significant competition in our life insurance, annuity and investment management businesses from a wide
variety of financial institutions, including insurance companies, other investment management companies, banks,
broker-dealers, and financial planning firms. Our competitors include larger and, in some cases, more highly
rated insurance companies and other financial services companies. Many competitors offer similar products, use
similar distribution sources, offer less expensive products, have deeper penetration in key distribution
channels and have greater resources than us.

Competition in our life, annuity and investment management businesses is based on several factors including:
ratings, investment performance, the ability to penetrate distribution channels, service to advisors and their
clients, product development that meets the changing needs of advisors and their clients, fees and expense
management.

As we continue to focus on the development of our non-affiliated distribution system, we increasingly must
compete with other providers of life insurance, annuity and private client products to attract and maintain
relationships with productive distributors that have the ability to sell our products. In particular, our
ability to attract distributors for our products could be adversely affected if for any reason our products
became less competitive or concerns arose about our asset quality or ratings.

Distribution

The Team Phoenix Approach

Our strategy is to deepen our market penetration by selling a greater array of products through existing
distribution sources and to broaden our distribution system by developing new relationships. We seek to execute
this strategy through collaborative account development, whereby our life insurance, annuity and investment
management wholesalers introduce one another to distributors with whom they have relationships, and encourage
those distributors to sell additional categories of our products. This Team Phoenix approach, which we
initiated in 1999, often involves joint marketing presentations and specialized services to advisors. In
mid-year 2002, we strengthened our commitment to this approach by aligning all three of our wholesaling teams
under the leadership of one individual. We believe having many of the same investment choices available in each
of our product lines contributes to the success of this approach since, in our experience, a distributor
already comfortable with our investment options in one product line is generally more receptive to the idea of
selling additional product lines.

In 2001, we focused on account acquisition, opening relationships at new firms or adding additional product
lines within relationships. During 2002, we focused on increasing the number of producers selling Phoenix
products within existing relationships. In life insurance, nine of our top 10 firms had increases in life
insurance sold, as measured by new annualized life insurance premiums. Annuities showed increases at the four
largest firms. In addition, over 6,500 new producers wrote annuity business with us over the course of 2002 and
over 9,700 new producers placed investment management business with us in 2002.

We target a broad range of distribution relationships with advisors and distribution entities that we consider
to have exceptional access to our target market. We seek to build relationships with distributors who are, or
who have access to, advisors to the affluent and high-net-worth market.


                                                       12


Non-affiliated Distribution

We began to use non-affiliated distribution in 1954, primarily by selling life insurance products through
agents of other insurance companies. For many years, non-affiliated distribution has represented a significant
portion of our sales and in recent years we increased our emphasis on this distribution source.

Since late 1999, we have significantly strengthened our wholesaling teams, in order to enhance our
relationships with distributors in each of our product areas. As of December 31, 2002, we employed 76 life
insurance wholesalers, 39 variable annuity wholesalers and 50 investment management wholesalers, compared to
42, one and 24, respectively, as of December 31, 1999.

During the years 2002, 2001 and 2000, 88%, 81% and 70%, respectively, of total life insurance sales, as
measured by new annualized and single premiums, were from non-affiliated distribution sources. Variable annuity
sales through non-affiliated distribution accounted for 87%, 80% and 42% of gross annuity deposits during 2002,
2001 and 2000, respectively. Investment Management sales through non-affiliated distribution accounted for 99%
of sales in all three previous years.

State Farm. In March 2001, we entered into an agreement with a subsidiary of State Farm Mutual Automobile
Insurance Company, or State Farm, to provide various products and services to State Farm and its subsidiaries
and policyholders, including estate, retirement, executive benefits and charitable gift planning. The agreement
also offers us the opportunity to provide to State Farm's affluent customers, through qualified State Farm
agents, additional life and annuity products and services not previously available from those agents. By the
end of 2002, we had completed a national rollout of Phoenix products to State Farm agents and had trained and
certified approximately 7,600, or 76%, of State Farm's 10,000 securities licensed agents. Our relationship with
State Farm gives us potential access to approximately 30% of the high-net-worth households in the U.S. For
2002, State Farm ranked third among our distributors in the sale of life insurance and fifth in the sale of
annuity products.

National and Regional Broker-Dealers. National and regional broker-dealers are those brokerage firms that engage
individual advisors as employees rather than as independent contractors. To meet the evolving wealth management
needs of their customers, national and regional broker-dealers offer products from third-party providers such
as Phoenix. Simultaneously, many of these firms are seeking to reduce the number of relationships they have
with product providers in favor of those that offer a range of products together with services designed to
support advisors' sales efforts. We believe our ability to offer wealth management solutions based on a variety
of life insurance, annuity and investment management products positions us to benefit from these trends. For
example, in 2002 we ranked second in Merrill Lynch Life Agency's non-proprietary life insurance sales. Despite
virtually no sales in 2000, Merrill Lynch's sales of our annuity products grew significantly for the second
year in a row. We had the leading non-proprietary annuity sold in Merrill Lynch's system in 2002. In addition,
we were one of the largest managers of client assets in the "Consults" intermediary managed account program of
Merrill Lynch in 2002.

Financial Planning Firms. Financial planning firms are brokerage firms that engage individual advisors as
independent contractors rather than as employees. Financial planning firms have begun to show significant
interest in expanding their offerings to include wealth preservation and transfer products. To capitalize on
this trend, we focus on the development of relationships directly with the financial planning firm rather than
with the individual financial planners. This entity-focused approach permits us to maximize the number of
individual registered representatives who potentially may sell our products. As an example of our success among
financial planning firms, annualized life premiums through Financial Services Corporation, or FSC, a subsidiary
of Sun America, in 2002 were $2.2 million, up 37% from 2001. This level of production ranked us third among
insurance carriers for the FSC Access Group, an internal FSC producer group.

Advisor Groups. The recent industry trend toward affiliations among small independent financial advisors has led
to advisor groups becoming a distinct class of distributors. We believe we have a particularly strong position
as a provider of life insurance products through Partners Marketing Group, Inc., or PartnersFinancial, which,
since

                                                       13


1999, has been an important component of the National Financial Partners, or NFP, organization. Overall life
sales with NFP grew 24% in 2002.

Insurance Companies. Insurance companies have been moving their agents into an advisor/planner role, resulting
in a need to provide their agents, particularly their top producers, with a wider selection of life insurance
products to sell. Insurance companies responded to this need, in part, by negotiating arrangements with third
party providers, including other insurance companies. We are taking advantage of this trend by developing
distribution relationships with financial services providers such as AXA Financial Inc., or AXA, and its
brokerage outlet for internal producers, AXA Network. Life sales through AXA Network grew 19% in 2002. In
addition, we continue to maintain relationships with individual agents of other companies and independent
agents.

Emerging Distribution Sources. PFG offers private placement life and annuity products through a variety of
distribution sources with access to the high-net-worth market including family offices, financial institutions,
accountants and attorneys. We also offer our life and annuity products through non-traditional sources such as
private banks and private banking groups within commercial banks.

Affiliated Distribution

Our affiliated retail distribution channel consists primarily of Phoenix Life career producers. Substantially
all of our career producers are licensed securities representatives of our wholly-owned broker-dealer, WS
Griffith. Our career producers principally sell our Life Companies' products, but may sell the products of
other companies as well. In 2002, our Life Companies' products represented 65% of WS Griffith's variable
annuity and life sales, 67% of its total variable annuity deposits and 61% of its total variable universal life
premiums. WS Griffith has over 940 affiliated retail producers.

Our affiliated distribution capability also includes Main Street Management Company, a broker-dealer with
approximately 250 registered representatives and a strong focus on variable products and mutual funds. Main
Street Management is one of our majority-owned subsidiaries.

Institutional Products Distribution

We also have an Institutional marketing group, which markets our institutional product offering to consultants
and other institutional clients. This shared platform, which was first set up in 2000, is complemented by
experienced institutional salespersons at several of our affiliated asset managers.

We direct our institutional marketing efforts primarily toward investment management consultants who are
retained by institutional investors to assist in competitive reviews of potential investment managers. These
consultants recommend investment managers to their institutional clients based on their review of investment
managers' performance histories and investment styles. We maintain relationships with these consultants and
provide information and materials to them in order to facilitate their review of our funds.

Support and Services

We believe we have a competitive advantage due to our practice of providing distributors with a variety of
services, including:

         •  market education programs designed to help advisors better understand the financial product
            ownership patterns of the affluent and high-net-worth market and to assist advisors in marketing to
            specific customer segments such as senior corporate executives, business owners and high-net-worth
            households;

         •  marketing programs, including special events, that provide distributors access to the affluent and
            high-net-worth market;

                                                       14



         •  customized advice on estate planning, charitable giving planning, executive benefits and retirement
            planning, provided by a staff of professionals with specialized expertise in the advanced
            application of life insurance and variable annuity products. This staff includes eight attorneys
            with an average of approximately twenty years' experience, who combine their advice with tailored
            presentations, educational materials and specimen legal documents;

         •  separate nationwide teams of life, annuity and investment management product specialists who
            provide education and sales support to distributors and who can act as part of the advisory team
            for case design and technical support;

         •  investment management and investment allocation strategies, including our Complementary Investment
            Analysis tool, which identifies investment options offered both by us and third parties that are
            suitable for an individual's allocation needs;

         •  an underwriting team with significant experience in evaluating the financial and medical
            underwriting risks associated with affluent and high-net-worth individuals, who generally purchase
            high face-value policies requiring more extensive underwriting analysis; and

         •  internet-accessible information that makes it easier for our distributors to do business with us,
            including interactive product illustrations, educational and sales tools, and online access to
            forms, marketing materials and policyholder account information.

         Non-operating Segments

Venture Capital Segment

We have invested in the venture capital markets for over 25 years through Phoenix Life's investment portfolio.
Venture capital represented 1% and 2% of total investments and cash and cash equivalents as of December 31,
2002 and 2001, respectively. The carrying value of partnership investments in the venture capital segment was
$227.8 million as of December 31, 2002.

Our venture capital investments are primarily in the form of limited partnership interests in venture capital
funds, leveraged buyout funds and other private equity partnerships sponsored and managed by third parties. We
refer to all of these types of investments as venture capital. We currently have 110 partnership investments
through 55 sponsors. We believe our long-standing relationships and history of consistent participation with
many well-established venture capital sponsors gives us preferred access to attractive venture capital
opportunities. These assets are investments of our life insurance subsidiary.

Historically, we viewed our venture capital investments as an opportunity to enhance returns on our
participating life products. In the past, we allocated between 1.0% and 2.0% of annual investable cash flow to
venture capital investments.

In February 2003, we reached an agreement to sell a 50% interest in certain of our venture capital partnerships
to an outside party and transfer the remaining 50% interest to our closed block. The carrying value of the
partnerships being sold and transferred totaled $53.5 million after realizing a loss of $5.1 million in 2002 to
reflect the proceeds being received. The unfunded commitments of the partnerships being sold and transferred
totaled $28.1 million; the outside party and the closed block will each fund half of these commitments. The
partnerships will constitute less than 0.5% of the assets of the closed block after they are transferred.

                                                       15


Venture Capital Financial Information

See Management's Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-K for
Venture Capital segment financial information.

Corporate and Other Segment

The Corporate and Other segment includes unallocated capital and expenses as well as certain businesses not of
sufficient scale to report independently. Corporate and Other also includes our international operations other
than our investments in Aberdeen and Lombard International Assurance, S.A., or Lombard. As of December 31,
2002, we had a total of $50.6 million invested in businesses in six countries through this segment.

Corporate and Other also includes an investment in Hilb, Rogal & Hamilton Company, or HRH, which we obtained
upon our sale of American Phoenix Corporation to HRH in 1999. In November 2002, we sold a portion of our HRH
common stock in a public offering. Concurrently, in a separate public offering, we sold prepaid forward
contracts issued by us that will settle in November 2005 in shares of HRH common stock. To secure our
obligation to deliver these shares, we pledged the maximum number of shares deliverable under the forward
contracts. We continued to own 266,770 shares of HRH common stock which were not so pledged. As of December 31,
2002, we owned 13.3% of the outstanding HRH common stock, 11.9% on a diluted basis.

Corporate and Other Financial Information

See Management's Discussion and Analysis of Financial Condition and Results of Operations on this Form 10-K for
Corporate and Other segment financial information.


                                         General Development of Business

PNX was incorporated in Delaware in March 2000. Our principal executive offices are located at One American
Row, Hartford, Connecticut 06102-5056. Our telephone number is (860) 403-5000. Our website is located at
PhoenixWealthManagement.com. (This URL is intended to be an inactive textual reference only. It is not intended
to be an active hyperlink to our website. The information on our website is not, and is not intended to be,
part of this Form 10-K and is not incorporated into this report by reference.)

Phoenix Mutual Insurance Company was organized in Connecticut in 1851. In 1992, in connection with its merger
with Home Life Insurance Company, or Home Life, the company redomiciled to New York and changed its name to
Phoenix Home Life Mutual Insurance Company, or Phoenix Home Life.

On June 25, 2001, the effective date of its demutualization, Phoenix Home Life converted from a mutual life
insurance company to a stock life insurance company, became a wholly-owned subsidiary of PNX and changed its
name to Phoenix Life Insurance Company. At the same time, PXP became an indirect wholly-owned subsidiary of
PNX. All policyholder membership interests in the mutual company were extinguished on the effective date.

In addition, on June 25, 2001, PNX completed its initial public offering, or IPO, in which 48.8 million shares
of common stock were issued at a price of $17.50 per share. Net proceeds from the IPO were $807.9 million,
which was contributed to Phoenix Life, as required under the plan of reorganization. On July 24, 2001, Morgan
Stanley & Co. Incorporated exercised its right to purchase 1,395,900 additional shares of the common stock of
PNX at the IPO price of $17.50 per share less underwriter's discount. Net proceeds of $23.2 million were
contributed to Phoenix Life. Subsequent share repurchases have reduced the total number of our shares
outstanding to 94.0 million at December 31, 2002.

                                                       16


The following chart illustrates our current corporate structure.

                                          THE PHOENIX COMPANIES, INC.
       ---------------------------------------------------------------------------------------------------
                  |                         |                         |                         |
                100%                      100%                      100%                      100%
         ---------------      -------------------------    ---------------------     ---------------------
           PHOENIX LIFE            PHOENIX INVESTMENT              PHOENIX               PHOENIX NATIONAL
            INSURANCE             MANAGEMENT COMPANY             DISTRIBUTION             TRUST HOLDING
            COMPANY                       INC.               HOLDING COMPANY(1)              COMPANY
         ---------------      -------------------------    ---------------------     ---------------------
                   |                             |
                 100%                          100%
            --------------------       ------------------------------------
              PM HOLDINGS, INC.          PHOENIX INVESTMENT PARTNERS, LTD
            --------------------       ------------------------------------
                    |                                         |
                Various %s                                Various %s
       -----------------------------------------    ------------------------------------------
        OTHER DOMESTIC AND FOREIGN SUBSIDIARIES       OTHER DOMESTIC AND FOREIGN SUBSIDIARIES
       -----------------------------------------    ------------------------------------------

- --------

(1) Direct and indirect subsidiaries of Phoenix Distribution Holding Company include PHL Associates, Inc.,
    Main Street Management and WS Griffith.

At December 31, 2002, we employed approximately 2,125 people. We believe our relations with our employees are
good.

                                                       17



Item 2.  Properties

Our executive headquarters consist of our main office building at One American Row and two other buildings in
Hartford, Connecticut. We own these buildings and occupy most of the space contained in them. In addition to
these properties, we own offices in Enfield, Connecticut and East Greenbush, New York for use in the operation
of our business. We also lease office space within and out of the United States of America as needed for our
operations, including use by our sales force. In conjunction with our strategic plan, we have implemented a
comprehensive facilities plan. The plan includes the sale of our Enfield, Conn., offices. Business functions
from Enfield will be relocated to our existing Hartford offices and a yet-to-be identified smaller facility in
Hartford or north of Hartford.

Item 3.  Legal Proceedings

General

We are regularly involved in litigation, both as a defendant and as a plaintiff. The litigation naming us as a
defendant ordinarily involves our activities as an insurer, employer, investment adviser, investor or taxpayer.
Several current proceedings are discussed below. In addition, state regulatory bodies, the Securities and
Exchange Commission, or SEC, the National Association of Securities Dealers, Inc. and other regulatory bodies
regularly make inquiries of us and, from time to time, conduct examinations or investigations concerning our
compliance with, among other things, insurance laws, securities laws, and laws governing the activities of
broker-dealers. For example, the New York State Insurance Department has recently begun its routine
quinquennial financial and market conduct examination of Phoenix Life Insurance Company and one of its New York
domiciled subsidiaries and the SEC has recently begun a routine examination of the books and records of certain
of our Life Companies' separate accounts. We are actively cooperating with both regulators.

These types of lawsuits and regulatory actions may be difficult to assess or quantify, may seek recovery of
indeterminate amounts, including punitive and treble damages, and their existence and magnitude may remain
unknown for substantial periods of time. A substantial legal liability or significant regulatory action against
us could have a material adverse effect on our business, results of operations and financial condition.

It is not feasible to predict or determine the ultimate outcome of all pending investigations and legal
proceedings or to provide reasonable ranges of potential losses. We believe that their outcomes are not likely
to have a material adverse effect on our consolidated financial condition, after consideration of available
insurance and reinsurance and the provisions made in our consolidated financial statements.

However, given the indeterminate amounts sought in certain of these matters and litigation's inherent
unpredictability, it is possible that an adverse outcome in certain matters could, from time to time, have a
material adverse effect on our operating results or cash flows.

Discontinued Reinsurance Business

During 1999, our Life Companies placed their remaining group accident and health reinsurance business into
run-off, adopting a formal plan to terminate the related contracts as early as contractually permitted and not
entering into any new contracts. As part of the decision to discontinue these reinsurance operations, we
reviewed the run-off block and estimated the amount and timing of future net premiums, claims and expenses.

We established reserves and reinsurance recoverables for claims and related expenses that we expect to pay on
our discontinued group accident and health reinsurance business. These reserves and reinsurance recoverables
are a net present value amount that is based on currently known facts and estimates about, among other things,
the amount of insured losses and expenses that we believe we will pay, the period over which they will be paid,
the amount of reinsurance we believe we will collect under finite reinsurance and other reinsurance and the
likely

                                                       18


legal and administrative cost of winding down the business. Total reserves were $35.0 million and total
reinsurance recoverables were $65.0 million at December 31, 2002. In addition, in 1999 we purchased finite
aggregate excess-of-loss reinsurance to further protect us from unfavorable results from this discontinued
business. The maximum coverage available is currently $120.0 million. The amount of our total financial
provisions at December 31, 2002 was, therefore, $90.0 million, consisting of reserves, less reinsurance
recoverables, plus the amount currently available from our finite aggregate excess-of-loss reinsurance.

Our Life Companies are involved in disputes relating to reinsurance arrangements under which they reinsured
group accident and health risks. The first of these involves contracts for reinsurance of the life and health
carveout components of workers compensation insurance arising out of a reinsurance pool created and formerly
managed by Unicover Managers, Inc., or Unicover. In one of those, the arbitration panel issued its decision on
October 8, 2002. The financial implications of this decision are consistent with our Life Companies' current
financial provisions. In addition, Phoenix Life is involved in arbitrations and negotiations pending in the
United Kingdom between multiple layers of reinsurers and reinsureds relating to transactions in which it
participated involving certain personal accident excess-of-loss business reinsured in the London market.

In light of our provisions for our discontinued reinsurance operations through the establishment of reserves
and the finite reinsurance, based on currently available information, we do not expect these operations,
including the proceedings described above, to have a material adverse effect on our consolidated financial
position. However, given the large and/or indeterminate amounts involved and the inherent unpredictability of
litigation, it is not possible to predict with certainty the ultimate impact on us of all pending matters or of
our discontinued reinsurance operations.

Policyholder Lawsuits Challenging the Plan of Reorganization

Two pending lawsuits seek to challenge Phoenix Life's reorganization and the adequacy of the information
provided to policyholders regarding the plan of reorganization. We believe that each of these lawsuits lacks
merit. The first of these lawsuits, Andrew Kertesz v. Phoenix Home Life Mut. Ins. Co., et al., was filed
on April 16, 2001, in the Supreme Court of the State of New York for New York County. The plaintiff seeks to
maintain a class action on behalf of a putative class consisting of the eligible policyholders of Phoenix Life
as of December 18, 2000, the date the plan of reorganization was adopted. The plaintiff also seeks compensatory
damages for losses allegedly sustained by the class as a result of the demutualization, punitive damages and
other relief. The defendants named in the lawsuit include Phoenix Life and PNX and their directors, as well as
Morgan Stanley & Co. Incorporated, financial advisor to Phoenix Life in connection with the plan of
reorganization. A motion to dismiss the claims asserted in this lawsuit has been granted. The plaintiff has
filed an appeal. The company will rigorously defend this suit.

On October 22, 2001, Andrew Kertesz filed a proceeding pursuant to Article 78 of the New York Civil Practice
Law and Rules, Andrew Kertesz v. Gregory V. Serio, et al., in the Supreme Court of New York for New York
County. The Article 78 petition sought to vacate and annul the decision and order of the New York
Superintendent, dated June 1, 2001, approving the plan of reorganization. The petition named as respondents
Phoenix Life and PNX and their directors and the New York Superintendent. A motion to dismiss this lawsuit has
recently been granted and the appeal period has expired.

Two additional lawsuits challenging the plan have been dismissed. We are not aware of any other lawsuits
challenging the reorganization or the plan.

Item 4.  Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote of our security holders during the fourth quarter of the fiscal year covered
by this report.

                                                       19



                                                     PART II

Item 5.  Market of Registrant's Common Equity and Related Stockholder Matters

In connection with Phoenix Life's June 25, 2001 demutualization, during 2002, we issued 4,201 shares of common
stock to eligible policyholders, effective as of June 25, 2001. In reliance on the exemption under Section
3(a)(10) of the Securities Act of 1933, we issued these shares to policyholders in exchange for their
membership interests without registration under that act.

The following table presents the high and low prices for our common stock on the New York Stock Exchange for
the year 2002 and the period from June 21, 2001 through December 31, 2001. The closing price of our common
stock on December 31, 2002 was $7.60.

                                                              2002                            2001
                                                 -------------------------------  ------------------------------
                                                     High              Low            High             Low
                                                 --------------   --------------  ------------------------------

First Quarter...................................   $     19.75      $     16.84           --              --
Second Quarter..................................   $     20.25      $     15.50     $     18.80     $     16.90
Third Quarter...................................   $     18.01      $     13.30     $     19.35     $     12.50
Fourth Quarter..................................   $     13.75      $      6.50     $     18.50     $     12.80


Item 6.  Selected Financial Data

Our selected historical consolidated financial data as of and for each of the five years ended December 31,
2002 follows (dollars in millions, except earnings per share). We derived the data for the years 2002, 2001 and
2000 from our consolidated financial statements included elsewhere in this Form 10-K. We derived the data for
the years 1999 and 1998 from audited consolidated financial statements not included in this Form 10-K. Prior to
June 25, 2001, Phoenix Life was the parent company of our consolidated group. In connection with its
demutualization, Phoenix Life became a subsidiary and PNX became the parent company of our consolidated group.

We prepared the following financial data, other than statutory data, in conformity with GAAP. We derived the
statutory data from the Annual Statements of our Life Companies filed with insurance regulatory authorities and
prepared it in accordance with statutory accounting practices, which vary in certain respects from GAAP.


                                                       20


You should read the following in conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and our consolidated financial statements included in this Form 10-K.

                                                 2002         2001         2000          1999          1998
                                             ------------ ------------ ------------- ------------- ------------
Income Statement Data:(1) 
Premiums....................................  $ 1,081.9    $ 1,112.7    $ 1,147.4     $ 1,175.7     $ 1,175.8
Insurance and investment product fees.......      563.4        546.4        631.0         574.6         537.5
Net investment income.......................      915.2        847.6      1,141.3         961.5         862.0
Net realized investment gains (losses)......     (107.6)       (72.4)        89.2          75.8          58.2
                                             ------------ ------------ ------------- ------------- ------------
Total revenues..............................  $ 2,452.9    $ 2,434.3    $ 3,008.9     $ 2,787.6     $ 2,633.5
                                             ------------ ------------ ------------- ------------- ------------
Total benefits and expenses.................  $ 2,613.0    $ 2,670.5    $ 2,839.7     $ 2,513.5     $ 2,474.3
                                             ------------ ------------ ------------- ------------- ------------

Income (loss) from continuing operations....  $  (115.7)   $  (137.3)   $    94.8     $   162.1     $    91.9
Income (loss) from discontinued operations,
  net of income taxes(2) ....................       --           --          (11.5)        (72.9)         45.2
Income (loss) before cumulative effect of
  accounting changes........................     (115.7)      (137.3)        83.3          89.2         137.1
Cumulative effect of accounting changes(3) ..     (130.3)       (65.4)        --            --            --
                                             ------------ ------------ ------------- ------------- ------------
Net income (loss)...........................  $  (246.0)   $  (202.7)   $    83.3     $    89.2     $   137.1
                                             ============ ============ ============= ============= ============

Basic and Diluted Earnings Per Share:
Income (loss) from continuing operations (4).  $    (1.18)   $  (1.31)     $    .91    $     1.55    $      .88
                                             ============ ============ ============= ============= ============
Net income (loss)(4) ........................  $    (2.51)   $  (1.94)     $    .80    $      .85    $     1.31
                                             ============ ============ ============= ============= ============

                                                 2002         2001         2000          1999          1998
                                             ------------ ------------ ------------- ------------- ------------
Ratio of Earnings to Fixed Charges:
Ratio of earnings to fixed charges(5) .......        --           --            4.2           6.9           5.3
Supplemental ratio of earnings to
  fixed charges-including interest credited
  on policyholder contract balances(6) ......        0.6         0.3            1.8           2.5           2.0

                                                 2002         2001         2000          1999          1998
                                             ------------ ------------ ------------- ------------- ------------
Balance Sheet Data:
Cash and investments........................  $ 16,780.3   $ 14,420.4   $ 12,597.4    $ 11,600.7    $ 11,534.5
Total assets................................  $ 25,245.7   $ 22,535.9   $ 20,313.2    $ 20,287.0    $ 18,798.0
                                             ============ ============ ============= ============= ============
Indebtedness................................  $    644.3   $    599.3   $    425.1    $    499.4    $    449.3
                                             ============ ============ ============= ============= ============
Total liabilities...........................  $ 23,203.2   $ 20,131.4   $ 18,335.4    $ 18,430.9    $ 16,969.4
                                             ============ ============ ============= ============= ============
Minority interest in net assets of
  consolidated subsidiaries.................  $     10.8   $      8.8   $    136.9    $    100.1    $     92.0
                                             ============ ============ ============= ============= ============
Total stockholders' equity..................  $  2,031.7   $  2,395.7   $  1,840.9    $  1,756.0    $  1,736.6
                                             ============ ============ ============= ============= ============

Assets Under Management:(7) .................  $ 63,813.9   $ 61,212.2   $ 64,543.6    $ 73,185.4    $ 61,206.3
                                             ============ ============ ============= ============= ============

Consolidated Statutory Data:
Premiums and deposits.......................  $  3,919.7   $  3,144.8   $  2,344.8    $  2,330.2    $  2,578.8
                                             ============ ============ ============= ============= ============
Net income (loss)...........................  $   (130.7)  $    (66.0)  $    266.1    $    131.3    $    108.7
                                             ============ ============ ============= ============= ============
Capital and surplus(8) ......................  $    861.0   $  1,149.8   $  1,322.8    $  1,054.1    $    905.3
Asset valuation reserve ("AVR")(9) ..........       147.8        223.4        560.4         373.2         300.3
                                             ------------ ------------ ------------- ------------- ------------
Total statutory capital, surplus and AVR....  $  1,008.8   $  1,373.2   $  1,883.2    $  1,427.3    $  1,205.6
                                            ============ ============ ============= ============= =============

- --------

(1)  For a summary of our significant accounting policies, refer to the notes to our consolidated financial
     statements included elsewhere in this Form 10-K.

                                                       21


(2)  During 1999, Phoenix Home Life discontinued the operations of three of its businesses which in prior years
     were reflected as the following reportable business segments: reinsurance operations, group life and health
     insurance operations and real estate management operations.

     The discontinuation of these businesses resulted from the sales of several operations and the
     implementation of plans to withdraw from the remaining businesses. These transactions do not affect the
     comparability of the financial data. The assets and liabilities of the discontinued operations have been
     excluded from the assets and liabilities of continuing operations and separately identified in the balance
     sheet data. Likewise, our income statement data have been restated for 1998 to exclude from continuing
     operations the operating results of discontinued operations. Additional information on discontinued
     operations is included in Note 13 to our consolidated financial statements included elsewhere in this Form
     10-K.

(3)  During 2002, we recognized a cumulative effect adjustment for an accounting change for goodwill and other
     intangible assets. Effective January 1, 2002, we adopted the new accounting standard for goodwill and other
     intangible assets, including amounts reflected in equity-method investments. This adoption resulted in a
     cumulative effect adjustment of $130.3 million (after income taxes of $11.4 million). Additional
     information on this accounting change is included in Notes 1 and 4 to our consolidated financial statements
     included elsewhere in this Form 10-K.

     During 2001, we recognized cumulative effect adjustments for accounting changes for venture capital
     partnerships, derivative instruments and securitized financial instruments.

     We changed our method of applying the equity method of accounting for our venture capital partnerships. We
     recorded a charge of $48.8 million (after income taxes of $26.3 million) representing the cumulative effect
     of this accounting change on the fourth quarter of 2000. The cumulative effect was based on the actual
     fourth quarter 2000 financial results as reported by the partnerships. Additional information on this
     accounting change is included in Notes 1 and 5 to our consolidated financial statements included elsewhere
     in this Form 10-K.

     Effective January 1, 2001, we adopted a new accounting pronouncement for derivative instruments. This
     adoption resulted in a cumulative effect adjustment of $3.9 million (after income taxes of $2.1 million).
     Additional information on this accounting change is included in Notes 1 and 14 to our consolidated
     financial statements included elsewhere in this Form 10-K.

     Effective April 1, 2001, we adopted a new accounting pronouncement for recognition of interest income and
     impairment on certain investments. This pronouncement requires investors in certain asset-backed securities
     to record changes in their estimated yield on a prospective basis and to apply specific valuation methods
     to these securities for an other-than-temporary decline in value. Upon adoption, we recorded a $20.5
     million charge to net income as a cumulative effect of accounting change, net of income taxes. Additional
     information on this accounting change is included in Notes 1 and 5 to our consolidated financial statements
     included elsewhere in this Form 10-K.

(4)  We calculated earnings per share for each of the four years from 1998 through 2001 on a pro forma basis,
     based on 104.6 million weighted-average shares outstanding. The pro forma weighted-average shares
     outstanding calculation for 2001 is based on the weighted-average shares outstanding for the period from
     the demutualization and IPO to the end of the year.

(5)  Due to our losses during 2002 and 2001, the ratio coverages for those periods were less than 1:1. We would
     need $88.2 million and $122.3 million in additional earnings for the years 2002 and 2001, respectively to
     achieve a 1:1 coverage ratio.

(6)  Due to our losses during 2002 and 2001, the ratio coverages, including interest credited on policyholder
     contract balances were less than 1:1. We would need $88.2 million and $122.3 million in additional earnings
     for the years 2002 and 2001, respectively to achieve a 1:1 coverage ratio.

(7)  Assets under management consist of third party assets managed by our investment management subsidiary PXP,
     plus total assets as reflected in our consolidated financial statements, adjusted to reflect total rather
     than net assets of discontinued operations.

                                                       22


(8)  In accordance with accounting practices prescribed by the New York State Insurance Department, Phoenix
     Life's capital and surplus for 1998 and subsequent periods includes $175.0 million of total principal
     amount of surplus notes outstanding.

(9)  The AVR is a statutory reserve intended to mitigate changes to the balance sheet as a result of
     fluctuations in asset values.














                                                       23



Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations

                                            FORWARD-LOOKING STATEMENT


The following discussion may contain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. The company intends these forward-looking statements to be covered by the safe
harbor provisions of the federal securities laws relating to forward-looking statements. These include
statements relating to trends in, or representing management's beliefs about, the company's future strategies,
operations and financial results, as well as other statements including words such as "anticipate", "believe,"
"plan," "estimate," "expect," "intend," "may," "should" and other similar expressions. Forward-looking
statements are made based upon management's current expectations and beliefs concerning trends and future
developments and their potential effects on the company. They are not guarantees of future performance. Actual
results may differ materially from those suggested by forward-looking statements as a result of risks and
uncertainties which include, among others: (i) changes in general economic conditions, including changes in
interest and currency exchange rates and the performance of financial markets; (ii) heightened competition,
including with respect to pricing, entry of new competitors and the development of new products and services by
new and existing competitors; (iii) the company's primary reliance, as a holding company, on dividends and
other payments from its subsidiaries to meet debt payment obligations, particularly since the company's
insurance subsidiaries' ability to pay dividends is subject to regulatory restrictions; (iv) regulatory,
accounting or tax changes that may affect the cost of, or demand for, the products or services of the company's
subsidiaries; (v) downgrades in the claims paying ability or financial strength ratings of the company's
subsidiaries or in its credit ratings; (vi) discrepancies between actual claims experience and assumptions used
in setting prices for the products of insurance subsidiaries and establishing the liabilities of such
subsidiaries for future policy benefits and claims relating to such products; (vii) movements in the equity
markets that affect our investment results, including those from venture capital, the fees we earn from assets
under management and the demand for our variable products; (viii) the company's success in achieving planned
expense reductions; and (ix) other risks and uncertainties described in any of the company's filings with the
SEC. The company undertakes no obligation to update or revise publicly any forward-looking statement, whether
as a result of new information, future events or otherwise.

                                          RISKS RELATED TO OUR BUSINESS

Continued poor performance of the equity markets could adversely affect sales of our investment management,
variable universal life and variable annuity products. Sales of all of our products could also be adversely
affected by a general economic downturn.

The U.S. equity markets experienced strong growth followed by substantial declines. From April 1, 2000 through
December 31, 2002, the Nasdaq Composite Index and the Standard & Poor's 500 Index fell 70.79% and 41.29%,
respectively. These market declines have been accompanied by increased volatility.

There are two main ways in which market declines and volatility have affected, or have the potential to affect,
our revenues negatively.

         •  First, significant market volatility or declines may cause potential purchasers of our products to
            refrain from new or additional investments, and current investors to withdraw from the markets or
            reduce their rates of ongoing investment. At this time we cannot estimate the impact to date of the
            market on our sales.

         •  Second, because the revenues of our investment management and variable products businesses are to a
            large extent based on fees related to the value of assets under our management, the poor
            performance of the equity markets has limited our fee revenues by reducing the value of the
            investment assets we manage. Our assets under management at December 31, 2002 were 1.3% less than
            at December 31, 2000. The possibility of declines in assets under management is heightened by the
            fact that as of December 31, 2002, approximately 20% of our variable universal life insurance
            assets under management excluding our private

                                                       24


            placement business, and approximately 61% of our variable annuity assets under management excluding
            our private placement business, were not subject to any surrender penalties. It is also possible
            that we could begin to experience increasing surrenders if equity markets continue to perform
            poorly. The surrender charges applicable to our variable universal life insurance policies and
            variable annuities typically decline over a period of years and generally expire after 10 years.
            Moreover, surrenders of life insurance policies and annuities require faster amortization of
            deferred policy acquisition costs, which would reduce our profitability. Our total expense for
            amortization of deferred policy acquisition costs was $59.2 million in 2002.

In addition to the effects of poorly performing equity markets, a general economic downturn could have a
negative effect on households in our target affluent and high-net-worth market and therefore could hurt sales
of our products.

We experienced significant operating losses in 2002. Continued significant operating losses could impair our
ability to access the capital markets or repay our debt obligations.

We experienced losses from continuing operations before cumulative effect of accounting changes of $115.7
million in 2002. Continuing operating losses could impair our ability to raise debt or equity capital or pay
amounts due under our debt obligations.

Some of our investments outside the closed block have limited liquidity, which could hurt our cash flow.

The plan of reorganization relating to our demutualization in June 2001 required Phoenix Life to establish and
operate an arrangement, known as a closed block, to ensure that the reasonable dividend expectations of
policyholders who own certain individual insurance policies of Phoenix Life are met, and that benefits under
such policies are paid. Phoenix Life must retain within the closed block the cash flows produced by closed
block assets in order to pay policy benefits and dividends to closed block policyholders, which means that
these cash flows are not available to us to meet unexpected cash needs in our other businesses. The assets that
are within the closed block include a substantial portion of our most liquid assets.

As of December 31, 2002, $7.5 billion, or 48% of the invested assets outside the closed block, consisted of
investments in private debt securities, mortgage loans, real estate, policy loans, equity securities and
limited partnership interests, including our venture capital investments, all of which have limited liquidity.
If we need to sell such investments because we require significant amounts of cash on short notice in excess of
our normal cash requirements, as could be the case if we experience unexpectedly sudden and high volumes of
non-participating insurance policy and annuity surrenders, we might have difficulty doing so at attractive
prices or in a timely manner. This could cause a drain on our cash and, therefore, limit the cash we have
available to meet our other obligations.

We might need to fund deficiencies in our closed block, which would result in a reduction in net income and
could result in a reduction in investments in our on-going business.

We have allocated assets to the closed block required by our demutualization in an amount that will produce
cash flows that, together with anticipated revenues from the policies included in the closed block, are
reasonably expected to be sufficient to support obligations and liabilities relating to these policies. These
obligations and liabilities include, but are not limited to, provisions for the payment of claims and certain
expenses and taxes, and provisions for the continuation of the policyholder dividend scales in effect for 2000,
if the experience underlying such scales continues, and for appropriate adjustments in such scales if the
experience changes. Our allocation of assets to the closed block was based on actuarial assumptions about our
payment obligations to closed block policyholders, as well as assumptions about the investment earnings the
closed block assets will generate over time. Since such assumptions are to some degree uncertain, it is
possible that the cash flows generated by the closed block assets and the anticipated revenues from the
policies included in the closed block will prove insufficient to provide for the benefits guaranteed under
these policies. We would have to fund the shortfall

                                                       25


resulting from such an insufficiency. Moreover, even if these assets, cash flows and revenues are sufficient,
we may choose to support closed block policyholder dividend payments with assets and cash flows from outside of
the closed block.

Venture capital earnings are dependent on the performance of the equity markets, which means that this
segment's effect on our income from continuing operations has been volatile.

At times in the last five years Venture Capital has represented a large component of our total income or loss
from continuing operations. Venture Capital is a higher risk, less liquid investment, the value of which is
prone to significant fluctuation. Income from Venture Capital represented 190% and 56% of our total income from
continuing operations in 2000 and 1999, respectively. In 2002 and 2001, however, our venture capital
investments decreased our income from continuing operations by $38.5 million and $54.9 million, respectively,
representing 33% and 40% of our total loss from continuing operations in 2002 and 2001, respectively. The
performance of the partnerships depends upon the economic performance of the underlying assets held by the
partnerships, which is difficult to predict.

Our Venture Capital portfolio has a large technology component and includes investments in other sectors such
as telecommunications, the asset values of which tend to move in close relation with the technology sector. The
decrease in this portfolio's income in 2002 and 2001 resulted primarily from equity market declines in the
technology sector and other related sectors. It is possible that we will continue to experience declines
related to our venture capital investments.

In addition, the returns we achieve in Venture Capital depend in large part on the efforts and performance
results obtained by the managers of the partnerships in which we invest. We have neither an active role in the
day to-day management of the partnerships in which we invest, nor the ability to approve the specific
investment management decisions made by the managers of the partnerships. Although we evaluate each potential
partnership investment based on criteria such as the performance history of the partnership and its manager, as
well as the partnership's investment strategies, the past performance of a partnership and its manager may not
be a reliable indicator of future results. Furthermore, the managers, key personnel and investment strategies
of a partnership may change at any time without our consent.

The recent downgrades to PNX's debt ratings and Phoenix Life's financial strength ratings, as well as the
possibility of future downgrades, could increase policy surrenders and withdrawals, adversely affect
relationships with distributors, reduce new sales and earnings from our life insurance products and increase
our future borrowing costs.

Rating agencies assign Phoenix Life claims paying ability ratings, sometimes referred to as financial strength
ratings, and assign us debt ratings, based in each case on their opinions of the relevant company's ability to
meet its financial obligations.

Financial strength ratings indicate a rating agency's view of an insurance company's ability to meet its
obligations to its insureds. These ratings are therefore key factors underlying the competitive position of
life insurers. The current financial strength and debt ratings, including information concerning recent rating
agency actions, are set forth in the chart below.

                                                       26


                                          Financial Strength Rating                    Senior Debt Rating
Rating Agency                                  of Phoenix Life                               of PNX
- ---------------------------------  -----------------------------------------   ------------------------------------

A.M. Best Company, Inc.            A ("Excellent") affirmed March 7,           bbb+ ("Adequate") from a
                                   2003                                       ("Strong") on March 7, 2003

Fitch IBCA                         AA- ("Very Strong") from                    A- ("Strong") from A
                                   AA ("Very Strong") on                       ("Strong") on September 19,
                                   September 19, 2002                          2002

Standard & Poor's                  A+ ("Strong") from AA-                      BBB+ ("Good") from A-
                                   ("Very Strong") on October                  ("Strong") on October 16,
                                   16, 2002                                    2002

Moody's                            A3 ("Good") from Aa3                        Baa3 ("Adequate") from A3
                                   ("Excellent") on November 25,               ("Good") on November 25, 2002
                                   2002

A.M. Best and Moody's each have a stable outlook for our ratings, while Fitch IBCA and Standard & Poor's have a
negative outlook.

As a consequence of these ratings downgrades, we may experience increased interest costs in connection with
future borrowings. Such increased costs would decrease our earnings and could reduce our ability to finance our
future growth on a profitable basis. The downgrades did not trigger any defaults or repurchase obligations.

In addition, the downgrades could adversely affect Phoenix Life's relationships with its existing distributors
and its ability to establish additional distributor relationships. If this were to occur, we might experience a
decline in sales of certain products and the persistency of existing customers. At this time, we cannot
estimate the impact on sales or persistency. If there were a significant decline in Phoenix Life's sales or
persistency, our results of operations would be materially adversely affected.

We could have material losses in the future from our discontinued reinsurance business.

In 1999, we sold our individual life reinsurance business and discontinued the operations of our group accident
and health and group life reinsurance business. We adopted a plan to stop writing new contracts covering these
risks and end our existing contracts as soon as those contracts would permit. However, we remain liable for
claims under those contracts.

We have established reserves and reinsurance recoverables for claims and related expenses that we expect to pay
on our discontinued group accident and health reinsurance business. These reserves and reinsurance recoverables
are a net present value amount that is based on currently known facts and estimates about, among other things,
the amount of insured losses and expenses that we believe we will pay, the period over which they will be paid,
the amount of reinsurance proceeds we believe we will collect under finite reinsurance and other reinsurance
and the likely legal and administrative cost of winding down the business. Total reserves were $35 million and
total reinsurance recoverable balances were $65 million at December 31, 2002. In addition, in 1999 we purchased
finite aggregate excess-of-loss reinsurance to further protect us from unfavorable results from this
discontinued business. The maximum coverage available is currently $120 million. The amount of our total
financial provisions at December 31, 2002 was therefore $90 million, consisting of reserves, less reinsurance
recoverable balances, plus the amount currently available from our finite aggregate excess-of-loss reinsurance,
and represents our best estimate of the provisions required for the payment of our entire remaining loss
exposure on the discontinued group accident and health reinsurance business.

                                                       27


Because we must use estimates in establishing our loss and expense reserves, they are subject to uncertainty.
In the case of our discontinued group accident and health reinsurance business, several factors make estimating
the required provisions more difficult. First, it may take a number of years for the claims on the large
majority of the remaining business to be reported to us. In many cases, the types of losses involved will
develop over a relatively long period. Further, some of our remaining contracts cover losses that will be
incurred in 2003 and subsequent years. For these reasons, we cannot know today what our actual claims
experience will be.

In addition, we are involved in two sets of disputes relating to certain portions of our discontinued group
accident and health reinsurance business. See Note 17 to our consolidated financial statements for more
information.

In establishing our provisions described above for the payment of insured losses and expenses on this
discontinued business, we have made assumptions about the likely outcome of the disputes referred to above,
including an assumption that substantial recoveries would be available from our reinsurers on all of our
discontinued reinsurance business. However, the inherent uncertainty of arbitrations and lawsuits, including
the uncertainty of estimating whether any settlements we may enter into in the future would be on favorable
terms, makes it hard to predict the outcomes with certainty. Given the need to use estimates in establishing
loss reserves, and the difficulty in predicting the outcome of arbitrations and lawsuits, our actual net
ultimate exposure likely will differ from our current estimate. If future facts and circumstances differ
significantly from our estimates and assumptions about future events with respect to the disputes referred to
above or other portions of our discontinued reinsurance business, our current reserves may need to be increased
materially, with a resulting material adverse effect on our results of operations and financial condition.

A challenge to the plan of reorganization is outstanding.

A pending lawsuit seeks to challenge Phoenix Life's reorganization and the adequacy of the information provided
to policyholders regarding the plan of reorganization. We believe that this lawsuit lacks merit. The lawsuit,
Andrew Kertesz v. Phoenix Home Life Mut. Ins. Co., et al., was filed on April 16, 2001, in the Supreme Court of
the State of New York for New York County. The plaintiff seeks to maintain a class action on behalf of a
putative class consisting of the eligible policyholders of Phoenix Life as of December 18, 2000, the date the
plan of reorganization was adopted. Plaintiff seeks compensatory damages for losses allegedly sustained by the
class as a result of the demutualization, punitive damages and other relief. The defendants named in the
lawsuit include Phoenix Life, Phoenix, directors of Phoenix Life, as well as Morgan Stanley & Co. Incorporated,
financial advisor to Phoenix Life in connection with the plan of reorganization. A motion to dismiss the claims
asserted in this lawsuit has recently been granted. The plaintiff has filed a notice of appeal.

Legislation eliminating or modifying either the federal estate tax or the federal taxation of investment
income could adversely affect revenues from our life insurance products because some of them are specifically
designed and marketed as policies that help a decedent's heirs to pay this tax. In addition, some of the Bush
Administration's legislative proposals would reduce or eliminate the benefit of deferral of taxation for our
insurance and annuity products.

Legislation eliminating or modifying either the federal estate tax or the federal taxation of investment income
could adversely affect revenues from our life insurance and annuity products. Some of our life insurance
products are specifically designed and marketed as policies that help a decedent's heirs to pay estate tax. In
addition, our life insurance and annuity products generally benefit from the deferral of federal income
taxation on the accretion of their value.

Legislation enacted in the spring of 2001 increased the size of estates exempt from the federal estate tax,
phased in reductions in the estate tax rate between 2002 and 2009 and repealed the estate tax entirely in 2010.
This legislation, despite its reinstatement of the estate tax in 2011, could have a negative effect on our
revenues from the sale of estate planning products including in particular sales of second-to-die life
insurance policies. These policies insure the lives of both a husband and wife, with the policy proceeds
payable after both spouses have died. A second-to-die policy effectively enables a couple to pre-fund its
heirs' estate tax obligations by making

                                                      28


the policy proceeds available to the heirs at the time estate taxes are due. Second-to-die policies are often
purchased by couples whose assets are largely illiquid, and whose heirs otherwise might have to attempt to
liquidate part of the estate in order to pay the tax. Second-to-die policies represented 35% and 22% of our new
life insurance premiums and deposits in 2002 and 2001, respectively, and the repeal, increase in exemption or
the reduction of the rate, of the federal estate tax may reduce the attractiveness of second-to-die policies
sold for this purpose. President Bush and members of Congress have expressed a desire to modify the existing
legislation, which modification could result in faster or more complete reduction or repeal of the estate tax.
For example, the President's Budget for Fiscal Year 2004 introduced a proposal to make the repeal of the estate
tax permanent. Any such change could have a further negative effect on our revenues from estate planning
products.

The attractiveness to our customers of many of our products is due, in part, to favorable tax treatment.
Current federal income tax laws generally permit the tax-deferred accumulation of earnings on the premiums paid
by the holders of annuities and life insurance products. Taxes, if any, are payable on income attributable to a
distribution under the contract for the year in which the distribution is made. Death benefits under life
insurance contracts may be received free of federal income tax. Legislative changes that would have the effect
of reducing the taxes imposed on investment income could reduce or eliminate the relative benefit of such
deferral of taxation for our insurance, annuity and investment products. President Bush's Fiscal Year 2004
Budget includes changes that would permit corporations to pay tax-free dividends to shareholders and that would
create new and expanded vehicles for tax-exempt savings, including "Lifetime Savings Accounts" which would
permit large annual contributions and tax-free build-up and distributions. There can be no assurance whether or
when any such proposal would be enacted. However, enactment of one or both of these proposals, either in the
form proposed by President Bush or in a modified form, could have a negative impact on our revenues.

Changes in interest rates could harm cash flow and profitability in our life and annuity businesses.

Cash flows relating to, and the profitability of, our life insurance and annuity businesses are sensitive to
interest rate changes. In periods of increasing interest rates, life insurance policy loans and surrenders and
withdrawals may increase as policyholders seek investments with higher perceived returns. This process could
result in cash outflows requiring us to sell invested assets at a time when the prices of those assets are
adversely affected by the increase in market interest rates, which could cause us to suffer realized investment
losses.

Conversely, during periods of declining interest rates, a decrease in the spread between interest and dividend
rates to policyholders and returns on our investment portfolio could adversely affect our profitability. During
such periods, life insurance and annuity products may be relatively more attractive investments, resulting in
increased premium payments on products with flexible premium features, repayment of policy loans and increased
percentages of policies remaining in force during a period when we are earning lower returns on our own new
investments. For this reason, a sustained period of declining interest rates could cause cash flow problems for
us. In addition, lower returns on our investments could prove inadequate for us to meet contractually
guaranteed minimum payments to holders of our life and annuity products. We also face the risk in a declining
interest rate environment that borrowers may prepay or redeem mortgages and bonds in our investment portfolio
as they seek to borrow at lower market rates, so that we might have to reinvest proceeds we receive from these
prepayments or redemptions in lower interest-bearing investments.

Our product sales are highly dependent on our relationships with non-affiliated distributors. If these
relationships ended or diminished, our revenues would suffer accordingly.

We sell our products through our affiliated retail producers and non-affiliated advisors, broker-dealers and
other financial intermediaries. Non-affiliated distribution sources have contributed significantly to our sales
in recent years. For example, Merrill Lynch, with over 15,000 registered representatives, accounted for 42% of
our Investment Management private client asset inflows in 2002. The loss or diminution of our relationships
with non-affiliated distributors could materially reduce our revenues from sales of our products. The risk of
such loss or diminution is significant and ongoing, since we face substantial competition in seeking to
convince non-affiliated distributors to sell our products, rather than those offered by our competitors.

                                                      29


The independent trustees of our mutual funds and closed-end funds, as well as intermediary program sponsors,
managed account clients and institutional investment management clients, could terminate their contracts with
us. This would reduce our Investment Management fee revenues and could also impair our intangible assets.

Each of the mutual funds and closed-end funds for which PXP acts as investment adviser or sub-adviser is
registered under the Investment Company Act of 1940 and is governed by a board of trustees or board of
directors. The Investment Company Act requires that at least 40% of these board members be unaffiliated with
PXP. Each fund's board has the duty of deciding annually whether to renew the contract appointing PXP to manage
the fund. Board members have a fiduciary duty to act in the best interests of the shareholders of their funds.
Either the board members or the shareholders may terminate an advisory contract with PXP and move the assets to
another investment adviser. The board members also may deem it to be in the best interests of a fund's
shareholders to make decisions adverse to us, including reducing the compensation paid to PXP or imposing
restrictions on PXP's management of the fund.

Our investment management agreements with institutional clients, intermediary program sponsors (who "wrap," or
make available, our investment products within the management agreements they have with their own clients),
direct managed account clients and institutional clients are generally terminable by these sponsors and clients
upon short notice without penalty. As a result, there would be little impediment to these sponsors or clients
terminating our agreements if they became dissatisfied with our performance.

The termination of any of the above agreements representing a material portion of assets under management would
adversely affect our Investment Management fee revenues.

We face strong competition in our wealth management businesses from mutual fund companies, banks, investment
management firms and other insurance companies. This competition may impair our ability to retain existing
customers, attract new customers and maintain our profitability.

We face strong competition in our wealth management businesses, comprising of life insurance, annuities and
investment management. We believe that our ability to compete is based on a number of factors, including
product features, investment performance, service, price, distribution, capabilities, scale, commission
structure, name recognition and financial strength ratings. While there is no single company that we identify
as a dominant competitor in our wealth management business, the nature of these businesses means that our
actual and potential competitors include a large number of mutual fund companies, banks, investment management
firms and other insurance companies, many of which have advantages over us in one or more of the above
competitive factors. Recent industry consolidation, including acquisitions of insurance and other financial
services companies in the United States by international companies, has resulted in larger competitors with
financial resources, marketing and distribution capabilities and brand identities that are stronger than ours.
Larger firms also may be able to offer, due to economies of scale, more competitive pricing than we can. In
addition, some of our competitors are regulated differently than we are, which may give them a competitive
advantage; for example, many non-insurance company providers of financial services are not subject to the costs
and complexities of insurance regulation by multiple states.

Our ability to compete in the investment management business depends in particular on our investment
performance. We may not be able to accumulate and retain assets under management if our investment results
underperform the market or the competition, since such underperformance likely would result in asset
withdrawals and reduced sales. For example, from 1993 through 1999, we experienced net asset withdrawals in our
retail investment management business. We attribute this in part to underperformance in some of our mutual
funds and managed accounts.

We compete for distribution sources in our life, annuity and investment management businesses. We believe that
our success in competing for distributors depends on factors such as our financial strength and on the services
we

                                                      30


provide to, and the relationships we develop with, these distributors. Our distributors are generally free
to sell products from whichever providers they wish, which makes it important for us to continually offer
distributors products and services they find attractive. If our products or services fall short of
distributors' needs, we may not be able to establish and maintain satisfactory relationships with distributors
of our life insurance, annuity and investment management products. Accordingly, our revenues and profitability
would suffer.

National banks, with their pre-existing customer bases for financial services products, may increasingly
compete with insurers, as a result of recently enacted legislation removing restrictions on bank affiliations
with insurers. This legislation, the Gramm-Leach-Bliley Act of 1999, permits mergers that combine commercial
banks, insurers and securities firms under one holding company. Until passage of the Gramm-Leach-Bliley Act,
prior legislation had limited the ability of banks to engage in securities-related businesses and had
restricted banks from being affiliated with insurance companies. The ability of banks to increase their
securities-related business or to affiliate with insurance companies may materially and adversely affect sales
of all of our products by substantially increasing the number and financial strength of our potential
competitors.

We might be unable to attract or retain personnel who are key to our business, especially in Investment
Management.

The success of our business is dependent to a large extent on our ability to attract and retain key employees.
Our investment management business, in particular, depends on the employment of experienced securities analysts
and portfolio managers. In addition, our wealth management businesses are dependent on the employment of highly
productive sales personnel. Competition in the job market for these types of professionals is generally
intense, and is particularly acute with respect to experienced securities analysts and portfolio managers such
as those needed by PXP. In general, our employees are not subject to employment contracts or non-compete
arrangements.

Changes in insurance and securities regulation could affect our profitability by imposing further restrictions
on the conduct of our business.

Our life insurance and annuity businesses are subject to comprehensive state regulation and supervision
throughout the United States. State insurance regulators and the National Association of Insurance
Commissioners continually reexamine existing laws and regulations, and may impose changes in the future that
put further regulatory burdens on us, thereby increasing our costs of business. This could materially adversely
affect our results of operations and financial condition.

The U.S. federal government does not directly regulate the insurance business. However, federal legislation and
administrative policies in areas which include employee benefit plan regulation, financial services regulation
and federal taxation and securities laws could significantly affect the insurance industry and our costs.

We and some of the policies, contracts and other products that we offer are subject to various levels of
regulation under the federal securities laws administered by the SEC as well as regulation by those states and
foreign countries in which we provide investment advisory services, offer products or conduct other
securities-related activities. We could be restricted in the conduct of our business for failure to comply with
such laws and regulations. Future laws and regulations, or the interpretation thereof, could materially
adversely affect our results of operations and financial condition by increasing our expenses in having to
comply with these regulations.

                                                      31



                                      MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's discussion and analysis reviews our consolidated financial condition at year-end 2002 and 2001;
our consolidated results of operations for the years 2002, 2001 and 2000; and, where appropriate, factors that
may affect our future financial performance. You should read this discussion in conjunction with "Selected
Financial Data" and our consolidated financial statements included in this Form 10-K.

Overview

We are a leading provider of wealth management products and services offered through a variety of select
advisors and financial services firms to serve the accumulation, preservation and transfer needs of the
affluent and high-net-worth market, businesses and institutions. We refer to our products and services together
as our wealth management solutions. We offer a broad range of life insurance, annuity and investment management
solutions through a variety of distributors. These distributors include affiliated and non-affiliated advisors
and financial services firms who make our solutions available to their clients.

We provide our wealth management solutions through two operating segments – Life and Annuity and Investment
Management - which include three businesses, life insurance, annuities and investment management. Through Life
and Annuity we offer a variety of life insurance and annuity products, including universal, variable universal,
whole and term life insurance, and a range of annuity offerings. We conduct activities in Investment Management
largely through PXP comprising two lines of business - private client and institutional.

Through our private client line of business, we provide investment management services principally on a
discretionary basis, with products consisting of open-end mutual funds and managed accounts. Managed accounts
include intermediary programs sponsored and distributed by non-affiliated broker-dealers and direct managed
accounts sold and administered by us. Managed accounts sponsored and distributed by non-affiliated
broker-dealers generally require minimum investments of $100,000, and direct managed accounts sold and
administered by us generally require minimum investments of $1 million. Our private client business also
provides transfer agency, accounting and administrative services to most of our open-end mutual funds.

We report our remaining activities in two non-operating segments — Venture Capital and Corporate and Other.
Venture Capital includes investments primarily in the form of limited partnership interests in venture capital
funds, leveraged buyout funds and other private equity partnerships sponsored and managed by third parties.
These assets are investments of the general accounts of our Life Companies. See "Business—Venture Capital
Segment." Corporate and Other includes indebtedness, unallocated capital and expenses, as well as certain
businesses not of sufficient scale to report independently. See "Business—Corporate and Other Segment." These
non-operating segments are significant for financial reporting purposes, but do not contain products or
services relevant to our core wealth management operations.

We derive our revenues principally from:

         •  premiums on whole life insurance;
         •  insurance and investment product fees on variable life and annuity products and universal life
            products;
         •  investment management and related fees; and
         •  net investment income and net realized investment gains.

Under generally accepted accounting principles (GAAP) premium and deposit collections for variable life,
universal life and annuity products are not recorded as revenues. These collections are reflected on our
balance sheet as an increase in separate account liabilities for certain investment options of variable
products. Collections for fixed annuities and certain investment options of variable annuities are reflected on
our balance sheet as an increase in policyholder deposit funds. Collections for other products are reflected on
our balance sheet as an increase in policy liabilities and accruals.

                                                      32


Our expenses consist principally of:

         •  insurance policy benefits provided to policyholders, including interest credited on policyholders'
            general account balances;
         •  policyholder dividends;
         •  deferred policy acquisition costs amortization;
         •  intangible assets amortization;
         •  interest expense;
         •  other operating expenses; and
         •  income taxes.

Our profitability depends principally upon:

         •  the adequacy of our product pricing, which is primarily a function of our:
               •  ability to select underwriting risks;
               •  mortality experience;
               •  ability to generate investment earnings;
               •  ability to maintain expenses in accordance with our pricing assumptions; and
               •  policies' persistency (the percentage of policies remaining in force from year to year as
                  measured by premiums);
         •  the amount and composition of assets under management;
         •  the maintenance of our target spreads between the rate of earnings on our investments and dividend
            and interest rates credited to customers; and
         •  our ability to manage expenses.

Prior to the demutualization, we focused on participating life insurance products, which pay policyholder
dividends. As of year-end 2001, 75% of our life insurance reserves were for participating policies. As a
result, a significant portion of our expenses consists, and will continue to consist, of such policyholder
dividends. Our net income is reduced by the amounts of these dividends. Policyholder dividends expense was
$401.8 million during 2002, $400.1 million during 2001 and $378.0 million during 2000.

Our sales and financial results over the last several years have been affected by economic and industry trends.
Americans generally have begun to rely less on whole life insurance, defined benefit retirement plans and
social security and other government programs to meet their post-retirement financial needs. Reflecting this
trend, sales of our whole life insurance products have declined in recent years. Concurrently, the baby boom
generation has begun to enter its prime savings years. These factors have had a positive effect on sales of our
variable life and annuity products, mutual funds and managed account products. See "Business—Market
Opportunity."

Discontinued Operations

During 1999, we discontinued the operations of several businesses that did not align with our business strategy
including reinsurance, group life and health and real estate management operations. See Note 13 to our
consolidated financial statements for detailed information regarding our discontinued operations.

Purchase of PXP Minority Interest

In 2001, we acquired the minority interest in PXP for $339.3 million. Prior to this acquisition, PXP had been a
publicly-held company listed on the New York Stock Exchange in which we held a 55.1% interest. See Note 4 to
our consolidated financial statements for detailed information regarding our acquisition of the PXP minority
interest.

                                                      33


Other Recent Acquisitions

In January 2002, we acquired a 60% interest in Kayne Anderson Rudnick for $102.4 million. In 2001, we acquired
a 75% interest in Walnut for $7.5 million in cash. We also paid $5.5 million in cash for a 65% interest in
Capital West. See Note 4 to our consolidated financial statements for further information regarding Kayne
Anderson Rudnick, Walnut and Capital West.

In July 2002, we acquired the variable life and variable annuity business of Valley Forge Life Insurance
Company (a subsidiary of CNA Financial Corporation). See Note 3 to our consolidated financial statements for
detailed information regarding the acquisition of Valley Forge Life Insurance Company.

The Demutualization

Phoenix Home Life demutualized on June 25, 2001 by converting from a mutual life insurance company to a stock
life insurance company, became a wholly-owned subsidiary of PNX and changed its name to Phoenix Life Insurance
Company (Phoenix Life). See Note 7 to our consolidated financial statements for detailed information regarding
the demutualization and closed block.

Recently Issued Accounting Standards

Goodwill and Other Intangible Assets. At the beginning of 2002, we adopted a new accounting standard for
goodwill and other intangible assets, including amounts reflected in our carrying value of equity-method
investments. Under this new standard, we discontinued recording amortization expense on goodwill and other
intangible assets with indefinite lives, but we continue recording amortization expense for those assets with
definite estimated lives. See Note 4 to our consolidated financial statements for a comprehensive discussion of
the adoption of the new standard and its effects on our consolidated financial statements.

Variable Interest Entities: A new accounting standard was issued in January 2003 that interprets the existing
standard on consolidation. It clarifies the application of standards of consolidation to certain entities in
which equity investors do not have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without additional subordinated financial
support from other parties ("variable interest entities"). See Note 8 to our consolidated financial statements
for more discussion on this new standard as it relates to our business.

Stock-based Compensation: A new standard was issued which amends an existing standard on accounting for
stock-based compensation. The new standard provides methods of transition for a voluntary change to fair value
accounting for stock-based compensation. It also requires annual and quarterly disclosures about the method of
accounting for stock-based compensation and tabular information about the effect of the method of accounting
for stock-based compensation. See Note 10 to our consolidated financial statements for more discussion on the
requirements of the new standard as it relates to our business.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our
consolidated financial statements, which have been prepared in accordance with GAAP. GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the
consolidated financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

Critical accounting policies are reflective of significant judgments, often as a result of the need to make
estimates about the effect of matters that are inherently uncertain. The following are areas that we believe
require significant judgments, together with references to the footnote(s) where each accounting policy is
discussed as it relates to our business:

                                                      34


•    Deferred Policy Acquisition Costs, or DAC, and Present Value of Future Profits, or PVFP
     The costs of acquiring new business, principally commissions, underwriting, distribution and policy issue
     expenses, all of which vary with and are primarily related to production of new business, are deferred. In
     connection with the 1997 acquisition of the Confederation Life business, we recognized an asset for the
     present value of future profits (PVFP) representing the present value of estimated net cash flows embedded
     in the existing contracts acquired. This asset is included in deferred acquisition costs (DAC).

     We amortize DAC and PVFP based on the related policy's classification. For individual participating life
     insurance policies, DAC and PVFP are amortized in proportion to estimated gross margins. For universal
     life, variable universal life and accumulation annuities, DAC and PVFP are amortized in proportion to
     estimated gross profits. Policies may be surrendered for value or exchanged for a different one of our
     products (internal replacement). The DAC balance associated with the replaced or surrendered policies is
     amortized to reflect these surrenders.

     The amortization of DAC and PVFP requires the use of various assumptions, estimates and judgments about
     the future. Significant assumptions include expenses, investment performance, mortality and policy
     cancellations (i.e., lapses, withdrawals and surrenders). These assumptions are reviewed on a regular
     basis and are generally based on our past experience, industry studies, regulatory requirements and
     judgments about the future. Changes in estimated gross margins and gross profits based on actual
     experiences are reflected as an adjustment to total amortization to date resulting in a charge or credit
     to earnings. Finally, analyses are performed periodically to assess whether there are sufficient gross
     margins or gross profits to amortize the remaining DAC balances.

     We regularly evaluate our estimated gross profits, or EGPs, to determine if actual experience or other
     evidence suggests that earlier estimates should be revised. Several assumptions considered to be
     significant in the development of EGPs include separate account fund performance, surrender and lapse
     rates, estimated interest spread and estimated mortality. The separate account fund performance assumption
     is critical to the development of the EGPs related to our variable annuity and variable and
     interest-sensitive life insurance businesses. The average long-term rate of assumed separate account fund
     performance used in estimating gross profits was 7% for the variable annuity business and 8% for the
     variable life business at December 31, 2002.

     See Note 3 to our consolidated financial statements and Item 7a, Quantitative and Qualitative Disclosures
     About Market Risk for more information.

•    Policy Liabilities and Accruals (Note 3 to our consolidated financial statements and Item 7a, Quantitative
     and Qualitative Disclosures About Market Risk for more information)

•    Goodwill and Other Intangible Assets
     At the beginning of 2002, we adopted the new accounting standard for goodwill and other intangible assets,
     including amounts reflected in our carrying value of equity-method investments. Under this new standard,
     we discontinued recording amortization expense on goodwill and other intangible assets with indefinite
     lives, but we continue recording amortization expense for those intangible assets with definite estimated
     lives. For goodwill and indefinite-lived intangible assets, we perform impairment tests at the
     reporting-unit level at least annually. For purposes of the impairment test, the fair value of the
     reporting units is based on the sum of: a multiple of revenue, plus the fair value of the units' tangible
     fixed assets. Prior to 2002, we amortized goodwill principally over 40 years and investment management
     contracts and employment contracts over five to 16 years and three to seven years, respectively. All
     amortization expense has been and continues to be calculated on a straight-line basis.

     See Note 4 to our consolidated financial statements for more information.

                                                      35


•    Valuation of Debt and Equity Securities
     We classify our debt and equity securities as available-for-sale and report them in our balance sheet at
     fair value. Fair value is based on quoted market price, where available. When quoted market prices are not
     available, we estimate fair value by discounting debt security cash flows to reflect interest rates
     currently being offered on similar terms to borrowers of similar credit quality, by quoted market prices
     of comparable instruments and by independent pricing sources or internally developed pricing models.
     Investments whose value, in our judgment, is considered to be other-than-temporarily impaired are written
     down to fair value as a charge to realized losses included in our earnings. The cost basis of these
     written down investments is adjusted to fair value at the date the determination of impairment is made.
     The new cost basis is not changed for subsequent recoveries in value. For mortgage-backed and other
     asset-backed debt securities, we recognize income using a constant effective yield based on anticipated
     prepayments and the estimated economic lives of the securities. When actual prepayments differ
     significantly from anticipated prepayments, the effective yield is recalculated to reflect actual payments
     to date and any resulting adjustment is included in net investment income. For certain asset-backed
     securities, changes in estimated yield are recorded on a prospective basis and specific valuation methods
     are applied to these securities to determine if there has been an other-than-temporary decline in value.
     We report mortgage loans at unpaid principal balances, net of valuation reserves on impaired mortgages. We
     consider a mortgage loan to be impaired if we believe it is probable that we will be unable to collect all
     amounts of contractual interest and principal as scheduled in the loan agreement. We do not accrue
     interest income on impaired mortgage loans when the likelihood of collection is doubtful.

     See Note 5 to our consolidated financial statements, Debt and Equity Securities section of Management's
     Discussion and Analysis and Item 7a, Quantitative and Qualitative Disclosures About Market Risk for more
     information.

•    Valuation of Investments in Venture Capital Partnerships
     We record our equity in the earnings of venture capital partnerships in net investment income using the
     most recent financial information received from the partnerships and estimating the earnings for any lag
     in reporting. In the first quarter of 2001, we changed our accounting for venture capital partnership
     earnings to eliminate the quarterly lag in information provided to us. We did this by estimating the
     change in our share of partnership earnings for the quarter. This resulted in a $75.1 million charge
     ($48.8 million after income taxes), representing the cumulative effect of this accounting change on the
     fourth quarter of 2000.

     To estimate the net equity in earnings of the venture capital partnerships for each quarter, we developed
     a methodology to estimate the change in value of the underlying investee companies in the venture capital
     partnerships. For public investee companies, we used quoted market prices at the end of each quarter,
     applying liquidity discounts to these prices in instances where such discounts were applied in the
     underlying partnerships' financial statements. For private investee companies, we applied a public
     industry sector index to roll the value forward each quarter. We apply this methodology consistently each
     quarter with subsequent adjustments to reflect market events reported by the partnerships (e.g., new
     rounds of financing, initial public offerings and writedowns by the general partners). Our methodology
     recognizes both downward and upward change in value of the underlying investee companies, but we do not
     exceed the last reported value by the partnerships. In addition, we annually revise the valuations we have
     assigned to the investee companies to reflect the valuations in the audited financial statements received
     from the venture capital partnerships.

     See Note 5 to our consolidated financial statements for more information.

                                                      36


•    Valuation of Investments in Affiliates
     We evaluate our equity method investments for an other than temporary impairment at each balance sheet
     date considering quantitative and qualitative factors including quoted market price of underlying equity
     securities, the duration the carrying value is in excess of fair value and historical and projected
     earnings and cash flow capacity.

     See Note 5 to our consolidated financial statements and the Aberdeen Asset
     Management section of Management's Discussion and Analysis for more
     information.

•    Pension and other Post-employment Benefits
     See Note 10 to our consolidated financial statements for more information on our pension and other
     post-employment benefits.

                                                      37



Consolidated Results of Operations

The following table and discussion presents summary consolidated financial data for the years ended December
31, 2002, 2001 and 2000 (in millions).

                                                                                              Changes
                                                                                     -------------------------
                                                 2002          2001         2000      2002 / 01     2001 / 00
                                             -----------   -----------  -----------  -----------   -----------

 REVENUES:
 Premiums....................................$ 1,081.9     $ 1,112.7    $ 1,147.4     $  (30.8)     $  (34.7)
 Insurance and investment product fees.......    563.4         546.4        631.0         17.0         (84.6)
 Investment income, net of expenses..........    915.2         847.6      1,141.3         67.6        (293.7)
 Net realized investment gains (losses)......   (107.6)        (72.4)        89.2        (35.2)       (161.6)
                                             -----------   -----------  -----------  -----------   -----------
 Total revenues..............................  2,452.9       2,434.3      3,008.9         18.6        (574.6)
                                             -----------   -----------  -----------  -----------   -----------

 BENEFITS AND EXPENSES:
 Policy benefits, excluding policyholder
   dividends.................................  1,436.1       1,406.7      1,409.8         29.4          (3.1)
 Policyholder dividends......................    401.8         400.1        378.0          1.7          22.1
 Policy acquisition cost amortization........     59.2         133.0        356.0        (73.8)       (223.0)
 Intangible asset amortization...............     32.5          49.4         36.9        (16.9)         12.5
 Intangible asset impairments................     66.3          --           --           66.3          --
 Interest expense............................     31.4          27.3         32.7          4.1          (5.4)
 Demutualization expenses....................      1.8          25.9         21.8        (24.1)          4.1
 Other operating expenses....................    583.9         628.1        604.5        (44.2)         23.6
                                             -----------   -----------  -----------  -----------   -----------
 Total benefits and expenses.................  2,613.0       2,670.5      2,839.7        (57.5)       (169.2)
                                             -----------   -----------  -----------  -----------   -----------
 Income (loss) from continuing operations
   before income taxes and minority interest    (160.1)       (236.2)       169.2         76.1        (405.4)
 Applicable income taxes (benefit)...........    (56.8)       (106.1)        60.3         49.3        (166.4)
                                             -----------   -----------  -----------  -----------   -----------
 Income (loss) from continuing operations
   before minority interest..................   (103.3)       (130.1)       108.9         26.8        (239.0)
 Minority interest in net income of
   subsidiaries..............................     12.4           7.2         14.1          5.2          (6.9)
                                             -----------   -----------  -----------  -----------   -----------
 Income (loss) from continuing operations....   (115.7)       (137.3)        94.8         21.6        (232.1)
 Income from discontinued operations.........     --            --            9.4         --            (9.4)
 Loss on disposal of discontinued operations.     --            --          (20.9)        --            20.9
                                             -----------   -----------  -----------  -----------   -----------
 Income (loss) before cumulative effect of
   accounting changes........................   (115.7)       (137.3)        83.3         21.6        (220.6)
 Cumulative effect of accounting changes.....   (130.3)        (65.4)        --          (64.9)        (65.4)
                                             -----------   -----------  -----------  -----------   -----------
 Net income (loss) ..........................$  (246.0)    $  (202.7)   $    83.3    $   (43.3)    $  (286.0)
                                             ===========   ===========  ===========  ===========   ===========



2002 VS. 2001

Premium revenue declined $30.8 million in 2002 primarily as the result of a shift in sales from traditional
life products to variable universal life, universal life and annuity products. Insurance and investment product
fees increased $17.0 million in 2002. Variable universal life and universal life fees increased $9.4 million
and $8.6 million, respectively, due to higher funds under management driven by strong sales of universal life
and variable universal life product, particularly in 2001 and 2002. Annuity fees declined $4.8 million as the
result of lower funds under management in variable sub-accounts.

The fluctuation in both premiums and insurance and investment product fees reflect our continued emphasis on
variable universal life, universal life and annuity product sales, rather than on traditional life product
sales.

                                                      38


Investment product fees remained constant compared to 2001. The acquisition of a 60% interest in Kayne
Anderson Rudnick in January 2002 increased investment product fees, but was offset by a corresponding decrease
resulting from reductions in other assets under management and changes to fee structures.

Net investment income increased $67.6 million, or 8.0%, in 2002 as compared to 2001, primarily as the result of
an increase of invested assets related to the guaranteed interest account portion of our annuity business,
principally from the late 2001 and 2002 sales of the Retirement Planners Edge (RPE) variable annuity. Smaller
increases in net investment income for variable universal life were offset by a modest decrease in universal
life net investment income coupled with lower new money rates, reinvestment rates and asset defaults. Interest
spread, or the excess of interest earned on guaranteed interest accounts as compared to interest credited on
guaranteed interest accounts, increased by $8.8 million as compared to 2001. Improved interest spread on
annuity guaranteed interest accounts is the result of a $1.2 billion increase in guaranteed interest account
balances at December 31, 2002 as compared to December 31, 2001, offset by lower new money rates and the
investment of related assets in short term, more liquid instruments. We experienced a decline in interest
spread in the second half of 2002 as further described in the General Account section of the Management's
Discussion and Analysis. The yield on average invested assets, excluding venture capital partnerships, was 6.6%
for the year 2002, compared to 7.3% for the year 2001.

The increase in realized investment losses was primarily due to higher credit related losses in the
telecommunications industry and collateralized debt obligation holdings. The majority of these losses were in
the closed block.

The increase in policy benefits of $29.4 million, or 2.1%, in 2002 as compared to 2001 is primarily due to a
$48.2 million increase in interest credited on the guaranteed interest accounts portion of our annuity
business, primarily from late 2001 and 2002 sales of RPE (see General Account section of Management's
Discussion & Analysis). In addition, expense related to minimum death benefit guarantees on certain of our
variable annuity products increased $8.7 million during 2002 as the result of an increase in net minimum death
benefit exposure from $5.8 million at December 31, 2001 to $234.9 million at December 31, 2002. $176.6 million
of this exposure increase was the result of the third-quarter acquisition of a block of annuity business from
Valley Forge Life Insurance Company, with the remaining increase in exposure resulting from the impact of the
overall decline in equity markets on fund balances.

The increase in policyholder dividends was primarily due to the growth of our policyholder dividend obligation
resulting from favorable mortality and persistency experience.

The decrease in policy acquisition cost amortization was primarily due to favorable mortality and persistency
experience on life products, offset by a $13.5 million acceleration of deferred acquisition cost expense
related to our annuity business in the third quarter of 2002. This offset resulted from a revision of our
long-term market return assumption for annuities from 8% to 7% and an impairment charge related to the
recoverability of our deferred acquisition cost asset related to our variable annuities business. The Valley
Forge block we acquired at the beginning of the quarter, which experienced significant declines in assets due
to equity market declines, accounts for $4.5 million of this acceleration. Deferred policy acquisition costs
for individual participating life insurance policies are amortized in proportion to estimated gross margins.
The amortization process requires the use of various assumptions, estimates and judgments about the future. The
primary assumptions involve expenses, investment performance, mortality and contract cancellations (i.e.
lapses, withdrawals and surrenders). These assumptions are reviewed on a regular basis and are generally based
on our past experience, industry studies, regulatory requirements and judgments about the future. In the first
quarter of 2002, we revised the assumptions on traditional life products used in the development of estimated
gross margins to reflect favorable experience and, as a result, the amortization cost expense decreased.

The decrease in intangible asset amortization was due to our adoption of a new standard on goodwill and
intangible assets with indefinite lives which requires that, upon adoption, amortization cease for goodwill and
intangible assets with indefinite lives. See Note 4 to our consolidated financial statements for more
information.

                                                      39


As a result of adopting the new standard on goodwill and intangible assets with indefinite lives, an impairment
charge of $66.3 million was recorded during the third quarter as discussed further in Note 4 to our
consolidated financial statements.

Interest expense increased during the current year due to higher levels of indebtedness in 2002 than in 2001.

The decrease in other operating expenses was due mostly to lower non-recurring charges and Corporate and Other
segment expenses. This decrease was partially offset by increases in Life and Annuity and Investment Management
segment expenses. Life and Annuity expenses were higher due primarily to pension costs, slightly higher
compensation and increased corporate overhead absorption. Investment Management expenses were higher due to the
expenses of an acquired company, Kayne Anderson Rudnick. We acquired a majority interest in Kayne Anderson
Rudnick on January 29, 2002, as further described in Note 4 to our consolidated financial statements.

Our 2002 effective income tax benefit rate of 35.5% differed from the statutory U.S. federal income tax benefit
rate of 35% as a result of the tax benefits associated with tax advantaged investment income (low income
housing tax credits, non-taxable dividend and interest income) and the recovery of amounts related to an IRS
settlement, offset by the tax on nondeductible goodwill impairment charges. In 2001, the effective income tax
benefit rate of 44.9% differed from the statutory income tax benefit rate of 35% as a result of the
non-deductible demutualization expenses offset by the tax benefits associated with tax advantaged investment
income and the elimination of the surplus tax liability.

The increase in minority interest expense was the result of our January 2002 acquisition of a majority interest
in Kayne Anderson Rudnick.

In 2002, we adopted the new accounting standard related to the accounting for goodwill and other intangible
assets resulting in a $130.3 million cumulative effect of accounting change, as further described in Notes 1
and 4 to our consolidated financial statements.

2001 VS. 2000

The decrease in premiums in 2001 was primarily due to whole life premiums, which decreased $24.8 million,
reflecting the shift to variable products, for which revenues are recognized through insurance and investment
product fees. There was also a $4.0 million decrease from the runoff of the Confederation Life whole life
business.

The decrease in insurance and investment product fees in 2001 was due to the following: Investment Management
fees decreased $66.3 million primarily as a result of decreases in average assets under management, partially
due to negative investment performance and our sale of PXP's Cleveland operations in 2000. Corporate and Other
fees decreased $15.5 million primarily due to lower fees resulting from our decision to exit our physician
practice management business in the third quarter of 2000. These decreases were slightly offset by the
increases in fees in Life and Annuity of $1.1 million primarily as a result of increased sales of variable
universal life products.

Net investment income decreased 26% in 2001 primarily due to the decrease in Venture Capital net investment
income of $361.8 million resulting from equity market performance in the technology sector, which produced
favorable returns in 2000, but suffered significant declines during 2001. During the first quarter of 2001, we
changed our method of applying the equity method of accounting to our venture capital partnerships to eliminate
the quarterly reporting lag (see "Venture Capital Segment" and Note 5 to our consolidated financial
statements.) Corporate and Other net investment income decreased $29.2 million, primarily the result of the
sale of assets to fund the purchase of the PXP minority interest in January 2001, partially offset by the
earnings on the IPO proceeds. These decreases were also partially offset by increases in Life and Annuity net
investment income of $99.5 million due to higher average invested assets. Average invested assets, excluding
venture capital partnerships, were $13 billion in December 2001, an increase of $1.3 billion from $11.7 billion
in

                                                      40


December 2000. The yield on average invested assets, excluding venture capital partnerships, was 7.3% for the
year 2001, compared to 7.5% for the year 2000.

The decrease in net realized gains in 2001 was due primarily to credit-related realized losses of $78.8
million, mostly attributable to the impairment of Enron and related entities, Argentine issuers, Global
Crossing Ltd. and several collateralized debt obligations. Also in 2001, a $4.7 million loss was recorded due
to a subsequent price adjustment on the 2000 sale of our Cleveland office. In 2000, we recorded non-recurring
gains of $130.2 million on the sale of common stock. Offsetting these were non-recurring interest-related
losses on debt securities of $33.8 million.

In 2001, the increase in policyholder dividends was primarily due to higher dividend payments on participating
whole life policies and an increase of $10.7 million in the policyholder dividend obligation because of
favorable mortality and persistency in the closed block.

The decrease in policy acquisition cost amortization in 2001 was primarily a result of a one-time adjustment to
deferred policy acquisition costs of $218.2 million in our participating block in 2000.

The increase in intangible asset amortization in 2001 was primarily due to the increase in Investment
Management amortization. This increase in amortization resulted from our purchase of the PXP minority interest
in 2001, our acquisition of a 75% interest in Walnut in 2001 and our payment of $50.0 million in 2000 related
to the Roger Engemann and Associates, Inc., or Engemann, acquisition.

The increase in other operating expenses in 2001 was primarily due to an increase of $100.7 million in
non-recurring items, including expenses of $84.9 million related to the acquisition of the PXP minority
interest and of $23.8 million related to an early retirement program. This increase was partially offset by the
decrease in Corporate and Other segment expenses of $57.9 million related to decreases of $23.3 million in
compensation and related expenses, decreases of $14.1 million in special charitable contributions given in 2000
and our decision to exit our physician practice management business in the third quarter of 2000. Investment
Management other operating expenses also decreased $10.4 million primarily as a result of reduced incentive
compensation for certain subsidiaries that, in accordance with their respective operating agreements, receive
compensation directly related to earnings or revenues, which declined as a result of investment performance.

Income taxes applicable to continuing operations in 2001 decreased 276% from 2000. This change reflects a tax
benefit from operating losses for the year end 2001, compared to a tax expense on operating gains for the year
end 2000. The effective tax rate increased to 44.9% for the year ended December 31, 2001 compared to a nominal
tax rate of 35%, primarily due to the elimination of the surplus tax liability.

The decrease in minority interest in net income of subsidiaries in 2001 was due to our purchase of the PXP
minority interest in 2001.

In 2001, we adopted new accounting standards related to the accounting for derivative instruments and
securitized financial instruments as further described in Notes 1, 5 and 14 to our consolidated financial
statements.

In 2001, we also changed our accounting for venture capital partnerships to remove the lag in reporting their
operating results and we recorded the effect of this change as a charge to earnings as further described in
Notes 1 and 5 to our consolidated financial statements.

Effects of Inflation

For the years 2002, 2001 and 2000, we do not believe inflation had a material effect on our consolidated
results of operations, except insofar as inflation may have affected interest rates.

                                                      41


Results of Operations by Segment

We evaluate segment performance on the basis of segment operating income. Realized investment gains and some
non-recurring items are excluded because we do not consider them when evaluating the financial performance of
the segments. The size and timing of realized investment gains are often subject to our discretion. The
non-recurring items are removed from segment after-tax operating income if, in our opinion, they are not
indicative of overall operating trends. While some of these items may be significant components of net income
reported in accordance with GAAP, we believe that segment-operating income is an appropriate measure that
represents the earnings attributable to the ongoing operations of the business. Also, all interest expense is
included in the Corporate and other segment, as well as several smaller subsidiaries and investment activities,
which do not meet the thresholds of reportable segments. These include international operations and the run-off
of our group pension and guaranteed investment contract businesses.

The criteria used to identify a non-recurring item and to determine whether to exclude it from segment
operating income include: whether the item is infrequent and is material to the segment's operating income; or
if it results from a business restructuring, or from a change in the regulatory environment, or relates to
other unusual circumstances (e.g., litigation). We include information on non-recurring items allocated to our
operating segments in their respective notes for information only. Non-recurring items excluded from segment
operating income may vary from period to period. Because these items are excluded based on our discretion,
inconsistencies in the application of our selection criteria may exist. Segment operating income is not a
substitute for net income determined in accordance with GAAP and may be different from similarly titled
measures of other companies.

Segment Allocations

We allocate capital to our Life and Annuity segment based on risk-based capital (RBC) for our insurance
products. We used 300% RBC levels for 2002 and 250% RBC levels prior thereto. Capital within our Life Companies
that is unallocated is included in our Corporate and Other segment. We allocate capital to our Investment
Management segment on the basis of the historical capital within that segment. We allocate net investment
income based on the assets allocated to the segments. We allocate certain costs and expenses to the segments
based on a review of the nature of the costs, time studies and other methodologies.

The following table presents a reconciliation of segment after-tax operating income (loss) to consolidated
income (loss) from continuing operations for the years ended December 31, 2002, 2001 and 2000 (in millions).

                                                      42


                                                                        2002         2001         2000
                                                                   ------------  ------------  ------------
SEGMENT OPERATING INCOME:

Life and Annuity.................................................  $     51.0    $     51.6    $     13.2
Investment Management............................................       (54.0)         (5.8)         35.6
Venture Capital..................................................       (38.6)        (54.9)        180.2
Corporate and Other..............................................       (20.1)        (19.3)        (29.8)
                                                                   ------------  ------------  ------------
Total segment after-tax operating income (loss)..................       (61.7)        (28.4)        199.2
                                                                   ------------  ------------  ------------

ADJUSTMENTS:

Net realized investment gains (losses)...........................       (39.3)        (43.0)         62.0
Deferred policy acquisition costs adjustment (1) .................        15.1          --          (141.8)
Early retirement pension adjustment (2) ..........................        --           (15.5)         --
Pension adjustment (3) ...........................................        --             2.9          --
Demutualization expense (4) ......................................        (1.3)        (23.9)        (14.1)
Mutual life surplus tax (5) ......................................        --            21.0         (10.4)
Portfolio gain (6) ...............................................        --            --             3.1
Loss on sublease transaction (7) .................................        --            --             (.7)
Partnership gains (8) ............................................        --             2.4          --
Expenses of purchase of PXP minority interest (9) ................        --           (52.8)          (.7)
Litigation settlement (10) .......................................        --            --            (1.8)
Management restructuring charge (11) .............................       (28.5)         --            --
                                                                   ------------  ------------  ------------
Total after-tax adjustments......................................       (54.0)       (108.9)       (104.4)
                                                                   ------------  ------------  ------------
Income (loss) from continuing operations.........................  $   (115.7)   $   (137.3)   $     94.8
                                                                   ============  ============  ============

(1)  The 2002 adjustment relates primarily to a revision of the mortality assumptions used in the development
     of estimated gross margins for the traditional participating block of business to reflect favorable
     experience. This revision resulted in a non-recurring decrease in deferred policy acquisition cost
     amortization of $22.1 million ($14.4 million after income taxes). In 2000, an increase to deferred policy
     acquisition costs amortization resulting from a change in estimated future investment earnings due to a
     reallocation of assets supporting the participating life policies.
(2)  In 2001, we offered special early retirement programs that enhanced the retirement benefits of employees
     who accepted the offer.
(3)  Reduction in pension plan cost due to a change in the corridor used to amortize deferred gains and losses.
     (4) Represents non-recurring expenses related to the demutualization.
(5)  As a mutual life insurance company, Phoenix Life was subject, in the periods indicated, to a surplus tax
     limiting the ability of mutual insurance companies to deduct the full amount of policyholder dividends
     from taxable income. Phoenix Life was not and will not be subject to such a surplus tax for 2001 and
     future years, as a result of its demutualization in June 2001. Re-estimation of the surplus tax liability
     for prior years at September 30, 2001, resulted in the elimination of the liability.
(6)  Related to insurance recovery for reimbursements made to two mutual fund investment portfolios in 2000.
(7)  Represents one-time expenses related to sublease transactions on certain office space.
(8)  Represents gains related to distributions from PXP partnership investments.
(9)  Represents expenses related to the purchase of the PXP minority interest including: PXP's accrual of
     non-recurring compensation expenses of $57.0 million to cash out stock options, $5.5 million of related
     compensation costs, non-recurring retention costs of $19.7 million, and non-recurring transaction costs of
     $3.9 million. Income taxes of $33.3 million were calculated using an effective tax rate of 38.8%.
(10) Represents a charge related to a litigation settlement with former clients of PXP and its former financial
     consulting subsidiary.
(11) Represents costs related primarily to organizational, employment-related and work force reduction costs.

                                                      43



Life and Annuity Segment

The following table and discussion presents summary financial data relating to Life and Annuity for the years
ended December 31, 2002, 2001 and 2000 (in millions).

                                                                                             Changes
                                                                                     ------------------------
                                                 2002        2001          2000       2002 / 01    2001 / 00
                                             -----------  -----------   -----------  -----------  -----------
Results of Operations
Premiums.................................... $ 1,081.9    $ 1,112.7     $ 1,147.4    $   (30.8)   $   (34.7)
Insurance and investment product fees.......     316.2        303.8         302.7         12.4          1.1
Net investment income.......................     947.6        890.9         791.4         56.7         99.5
                                             -----------  -----------   -----------  -----------  -----------
Total segment revenues......................   2,345.7      2,307.4       2,241.5         38.3         65.9
                                             -----------  -----------   -----------  -----------  -----------
Policy benefits, including policyholder
  dividends.................................   1,867.6      1,812.6       1,775.8         55.0         36.8
Policy acquisition cost amortization........      88.5        122.5         148.5        (34.0)       (26.0)
Intangible asset amortization...............      --            0.4           0.9         (0.4)        (0.5)
Other operating expenses....................     310.3        292.1         295.9         18.2         (3.8)
                                             -----------  -----------   -----------  -----------  -----------
Total segment benefits and expenses.........   2,266.4      2,227.6       2,221.1         38.8          6.5
                                             -----------  -----------   -----------  -----------  -----------
Segment operating income before income
  taxes and minority interest...............      79.3         79.8          20.4         (0.5)        59.4
Allocated income taxes......................      27.7         27.9           7.2         (0.2)        20.7
                                             -----------  -----------   -----------  -----------  -----------
Segment operating income before minority
  interest..................................      51.6         51.9          13.2         (0.3)        38.7
Minority interest in segment operating
  income....................................       0.6          0.3          --            0.3          0.3
                                             -----------  -----------   -----------  -----------  -----------
Segment operating income.................... $    51.0    $    51.6     $    13.2    $    (0.6)   $    38.4
                                             ===========  ===========   ===========  ===========  ===========


2002 vs. 2001

Premium revenue declined $30.8 million, or 2.8%, in 2002 as compared to 2001 primarily as the result of a shift
in sales from traditional life products to variable universal life, universal life and annuity products.
Insurance and investment product fees increased $12.4 million, or 4.1% in 2002 as compared to 2001. Variable
universal life and universal life fees increased $9.4 million and $8.6 million, respectively, due to higher
funds under management driven by strong sales of universal life and variable universal life product,
particularly in 2001 and 2002. Annuity fees declined $4.8 million as the result of lower funds under management
in variable sub-accounts.

Net investment income increased $56.7 million, or 6.4%, in 2002 as compared to 2001, primarily as the result of
an increase of invested assets related to the guaranteed interest account portion of our annuity business,
principally from the late 2001 and 2002 sales of the Retirement Planners Edge (RPE) variable annuity. Smaller
increases in net investment income for variable universal life were offset by a modest decrease in universal
life net investment income coupled with lower new money rates, reinvestment rates and asset defaults. Interest
spread, or the excess of interest earned on guaranteed interest accounts as compared to interest credited on
guaranteed interest accounts, increased by $8.8 million as compared to 2001. Improved interest spread on
annuity guaranteed interest accounts is the result of a $1.2 billion increase in guaranteed interest account
balances at December 31, 2002 as compared to December 31, 2001, offset by lower new money rates and the
investment of related assets in short term, more liquid instruments. We experienced a decline in interest
spread in the second half of 2002 as further described in the General Account section of the Management's
Discussion and Analysis.

The increase in policy benefits and dividends of $55.0 million, or 3.0%, in 2002 as compared to 2001 is
primarily due to a $48.2 million increase in interest credited on the guaranteed interest accounts portion of
our annuity business, mostly from late 2001 and 2002 sales of RPE (see General Account section of Management's
Discussion & Analysis). Our policyholder dividend obligation decreased by $4.6 million as a result of realized
losses partially offset by continuing favorable mortality and persistency experience. In addition, expense
related

                                                      44


to minimum death benefit guarantees on certain of our variable annuity products increased $8.7 million during
2002 as the result of an increase in net minimum death benefit exposure from $5.8 million at December 31, 2001
to $234.9 million at December 31, 2002. $176.6 million of this exposure increase was the result of the
third-quarter acquisition of a block of annuity business from Valley Forge Life Insurance Company, with the
remaining increase in exposure resulting from the impact of the overall decline in equity markets on fund
balances.

The decrease in policy acquisition cost amortization was primarily due to favorable mortality and persistency
experience on life products, offset by a $13.5 million acceleration of deferred acquisition cost expense
related to our annuity business in the third quarter of 2002. This offset resulted from a revision of our
long-term market return assumption for annuities from 8% to 7% and an impairment charge related to the
recoverability of our deferred acquisition cost asset related to our variable annuities business. The Valley
Forge block we acquired at the beginning of the quarter, which experienced significant declines in assets due
to equity market declines, accounts for $4.5 million of this acceleration. Deferred policy acquisition costs
for individual participating life insurance policies are amortized in proportion to estimated gross margins.
The amortization process requires the use of various assumptions, estimates and judgments about the future. The
primary assumptions involve expenses, investment performance, mortality and contract cancellations (i.e.
lapses, withdrawals and surrenders). These assumptions are reviewed on a regular basis and are generally based
on our past experience, industry studies, regulatory requirements and judgments about the future. In the first
quarter of 2002, we revised the assumptions on traditional life products used in the development of estimated
gross margins to reflect favorable experience and, as a result, the amortization cost expense decreased.

The increase in other operating expenses was primarily due to higher benefit costs, mainly pension-related
costs. The segment also experienced slightly higher compensation expense and corporate overhead absorption
costs.

Minority interest expense relates to our 67% owned subsidiary, PFG Holdings.

2001 vs. 2000

The decrease in premiums in 2001 was primarily due to whole life premiums, which decreased $24.8 million. The
decline reflects the shift to variable products, for which revenues are recognized through insurance and
investment product fees. There was also a decrease from the run-off of the Confederation Life whole life
business.

The increase in net investment income during 2001 was primarily the result of higher average invested assets.

The decrease in policy acquisition cost amortization in 2001 was primarily due to a one-time adjustment to
deferred acquisition costs in 2000 of $218.2 million in our participating block. Whole life amortization
expenses declined $25.5 million in 2000 mostly because of lower deferred acquisition expenses caused by
decreased sales volume and $8.0 million related to the runoff of the Confederation Life whole life business.

See Note 3 to our consolidated financial statements for more information.

                                                      45



Investment Management Segment

The following table and discussion presents summary financial data relating to Investment Management for the
years 2002, 2001 and 2000 (in millions).

                                                                                             Changes
                                                                                     ------------------------
                                                 2002        2001          2000       2002 / 01    2001 / 00
                                             -----------  -----------   -----------  -----------  -----------
Results of Operations
Investment product fees..................... $   258.1    $   258.1     $   324.4    $    --      $   (66.3)
Net investment income.......................      10.9         10.1          12.3          0.8         (2.2)
                                             -----------  -----------   -----------  -----------  -----------
Total segment revenues......................     269.0        268.2         336.7          0.8        (68.5)
                                             -----------  -----------   -----------  -----------  -----------
Intangible asset amortization...............      32.5         49.0          31.8        (16.5)        17.2
Intangible asset impairments................      66.3         --            --           66.3         --
Other operating expenses....................     218.3        212.5         222.9          5.8        (10.4)
                                             -----------  -----------   -----------  -----------  -----------
Total segment expenses......................     317.1        261.5         254.7         55.6          6.8
                                             -----------  -----------   -----------  -----------  -----------
Segment operating income before income
  taxes and minority interest...............     (48.1)         6.7          82.0        (54.8)       (75.3)
Allocated income taxes (benefit)............      (6.0)         5.6          35.4        (11.6)       (29.8)
                                             -----------  -----------   -----------  -----------  -----------
Segment operating income before minority
  interest..................................     (42.1)         1.1          46.6        (43.2)       (45.5)
Minority interest in segment operating
  income ...................................      11.9          6.9          11.0          5.0         (4.1)
                                             -----------  -----------   -----------  -----------  -----------
Segment operating income (loss)............. $   (54.0)   $    (5.8)    $    35.6    $   (48.2)   $   (41.4)
                                             ===========  ===========   ===========  ===========  ===========



2002 vs. 2001

Investment product fees remained constant compared to 2001. The acquisition of a 60% interest in Kayne Anderson
Rudnick in January 2002 increased investment product fees by $41.2 million. A corresponding decrease resulted
from reductions in other assets under management and changes to fee structures. Excluding Kayne Anderson
Rudnick, total average assets under management decreased by $4.6 billion. Average assets under management for
the private client line of business, excluding Kayne Anderson Rudnick, decreased $5.1 billion, decreasing
investment product fees by $34.1 million. Although assets under management for the institutional line of
business increased by $0.5 billion, a change in the Phoenix general account fee structure effective July 1,
2001 contributed primarily to a $6.9 million decrease in institutional investment product fees. At December 31,
2002, Investment Management had $54.0 billion in assets under management, an increase of $1.9 billion, or 4%,
from December 31, 2001. This increase consisted of $7.7 billion from the acquisition of Kayne Anderson Rudnick,
net asset inflows of $0.2 billion, including the issuance of a $1.0 billion CDO in August 2002, and $1.8
billion of increased annuity deposits in our Phoenix general account offset, in part, by a decrease of $7.9
billion resulting from investment performance.

Sales of private client products in 2002 were $5.8 billion, including $3.1 billion from Kayne Anderson Rudnick,
an increase of 27% from the same period in 2001, and redemptions from existing accounts were $5.5 billion,
including $0.9 billion from Kayne Anderson Rudnick, an increase of 3% from the same period in 2001. Sales of
institutional accounts in 2002 were $4.4 billion, including $0.3 billion from Kayne Anderson Rudnick, a
decrease of 12% from the same period in 2001, and lost accounts and withdrawals from existing accounts were
$4.5 billion, including $0.3 billion from Kayne Anderson Rudnick, an increase of 19% from the same period in
2001.

The decrease in intangible asset amortization was primarily due to the elimination of approximately $20.7
million of amortization on goodwill and indefinite-lived intangible assets in accordance with SFAS No. 142.
Additional intangible amortization of $4.2 million in 2002 compared to 2001 resulted from the acquisition of
our interest in Kayne Anderson Rudnick.

                                                      46


Intangible asset impairments is the result of a $66.3 million impairment of goodwill taken in the third quarter
of 2002.

The increase in other operating expenses in 2002 was primarily due to $24.6 million from Kayne Anderson
Rudnick, for the eleven months of 2002. This increase was offset, in part, by an $8.9 million decrease in
compensation expense of which $7.6 million related to incentive compensation. Other operating expense decreased
$9.9 million primarily related to reductions in consulting, professional, and travel charges.

The increase in minority interest in net income of subsidiaries in 2002 was due primarily to our purchase of
Kayne Anderson Rudnick.


2001 vs. 2000

The decrease in investment product fees in 2001 was primarily the result of decreases in average assets under
management. Average assets under management for the private client line of business decreased $8.5 billion.
Average assets under management for the institutional line of business decreased $1.4 billion. Our sale of
PXP's Cleveland operations in 2000 accounted for approximately $1.7 billion of the decrease in average
institutional assets under management. At December 31, 2001, Investment Management had $52.1 billion in assets
under management, a decrease of $4.5 billion, or 8%, from December 31, 2000. This decrease consisted of a $7.3
billion decrease due to investment performance, offset, in part, by net asset inflows of $0.5 billion, a $0.8
billion increase as a result of our IPO, a $0.6 billion increase in deposits to the Phoenix general account,
and increases of $0.7 billion and $0.1 billion resulting from the acquisition of a 75% interest in Walnut and a
65% interest in Capital West in 2001.

Sales of private client products in 2001 were $4.5 billion, a decrease of 24% from the same period in 2000, and
redemptions from existing accounts were $5.3 billion, an increase of 4% from the same period in 2000. Sales of
institutional accounts in 2001 were $5.0 billion, a decrease of 10% from the same period in 2000, and lost
accounts and withdrawals from existing accounts were $3.8 billion, a decrease of 49% from the same period in
2000.

The increase in intangible asset amortization was due to the payment of $50.0 million in 2000 for the Engemann
acquisition and our acquisition of an interest in Walnut in 2001.

The decrease in other operating expenses in 2001 was primarily the result of reduced incentive compensation for
certain subsidiaries that, in accordance with their respective operating agreements, receive compensation
directly related to earnings or revenues, which have declined as a result of investment performance.

The decrease in minority interest in net income of subsidiaries in 2001 was due primarily to our purchase of
the PXP minority interest in 2001.

See Note 4 to our consolidated financial statements for more information.

                                                      47



Venture Capital Segment

Our investments in Venture Capital are primarily in the form of limited partnership interests in venture
capital funds, leveraged buyout funds and other private equity partnerships sponsored and managed by third
parties. We refer to all of these types of investments as venture capital. We record our investments in venture
capital partnerships in accordance with the equity method of accounting. (See Venture Capital Partnerships in
the Critical Accounting Policies section of the Management's Discussion & Analysis.) Venture capital is an
investment of the general account of our life insurance subsidiary.

In the first quarter of 2001, we recorded a charge of $48.8 million (net of income taxes of $26.3 million)
representing the cumulative effect of our venture capital partnership accounting change on the fourth quarter
of 2000. The cumulative effect was based on the actual fourth quarter 2000 financial results as reported by the
partnerships.

In February 2003, we reached an agreement to sell a 50% interest in certain of our venture capital partnerships
to an outside party and transfer the remaining 50% interest to our closed block. The carrying value of the
partnerships being sold and transferred totaled $53.5 million after realizing a loss of $5.1 million in 2002 to
reflect the proceeds being received. The unfunded commitments of the partnerships being sold and transferred
totaled $28.1 million; the outside party and the closed block will each fund half of these commitments. The
partnerships will constitute less than 0.5% of the assets of the closed block after they are transferred.

The following table and discussion presents summary financial data relating to Venture Capital for the years
2002, 2001 and 2000 (in millions).

                                                                                             Changes
                                                                                     ------------------------
                                                 2002         2001          2000      2002 / 01    2001 / 00
                                             -----------  -----------   -----------  -----------  -----------

Net realized gains (losses) on partnership
  cash and stock distributions.............. $    (4.7)   $    17.8     $   223.3    $   (22.5)   $  (205.5)
Partnership operating expenses..............      (7.4)        (6.4)         (7.7)        (1.0)         1.3
Net unrealized gains (losses) on partnership
  investments...............................     (47.2)       (95.9)         61.7         48.7       (157.6)
                                             -----------  -----------   -----------  -----------  -----------
Segment net investment income (loss)........     (59.3)       (84.5)        277.3         25.2       (361.8)
Income tax expense (benefit)................     (20.7)       (29.6)         97.1          8.9       (126.7)
                                             -----------  -----------   -----------  -----------  -----------
Segment operating income (loss)............. $   (38.6)   $   (54.9)    $   180.2    $    16.3    $  (235.1)
                                             ===========  ===========   ===========  ===========  ===========


2002 vs. 2001

The reduction in net investment loss in 2002 was primarily due to a reduced impact of industry sector indices
on lower partnership holdings balances in 2002 compared to 2001. The loss in 2002 was primarily driven by stock
market performance, most notably in technology and related sectors.

2001 vs. 2000

The decrease in net investment income was primarily driven by stock market performance in technology and
related sectors, which produced very favorable returns in 2000 but suffered significant declines during 2001.

See Note 5 to our consolidated financial statements for more information regarding our Venture Capital segment.

                                                      48



Corporate and Other Segment

The following table and discussion presents summary financial data relating to Corporate and Other for the
years 2002, 2001 and 2000 (in millions).

                                                                                              Changes
                                                                                     ------------------------
                                                 2002         2001          2000      2002 / 01    2001 / 00
                                             -----------  -----------   -----------  -----------  -----------

Interest expense...........................  $  (31.4)    $  (27.3)     $  (32.7)    $   (4.1)    $    5.4
Other expenses, net........................     (18.4)       (15.9)        (37.7)        (2.5)        21.8
                                             -----------  -----------   -----------  -----------  -----------
Corporate and Other segment pre-tax
  operating income (loss)..................     (49.8)       (43.2)        (70.4)         (6.6)        27.2
Income tax expense (benefit)...............     (29.7)       (23.9)        (40.6)         (5.8)        16.7
                                             -----------  -----------   -----------  -----------  -----------
Segment operating income (loss)............  $  (20.1)    $  (19.3)     $  (29.8)    $    (0.8)   $    10.5
                                             ===========  ===========   ===========  ===========  ===========


2002 vs. 2001

Interest expense increased due to higher levels of indebtedness in 2002 than in 2001.

The increase in other expenses, net is due to a decrease in net investment income caused mainly by a decrease
in invested assets in 2002, including a re-allocation of assets to the Life and Annuity segment which was
effective January 1, 2002. The decrease was partially offset by our equity in increased earnings of
unconsolidated affiliates, including HRH, in 2002. This was further offset by a decrease in other operating
expense was due primarily to our exit from our physician practice management business during 2001 and lower
unallocated corporate expenses in 2002. We also experienced modestly higher technology-related costs allocated
to this segment.

2001 vs. 2000

The decrease in interest expense in 2001 was due to a decrease in corporate borrowings.

The decrease in other expenses, net was primarily due to lower operating expenses of $62.1 million offset by
lower investment income of $28.1 million and lower fee income of $15.5 million. The decrease in other operating
expenses in 2001 was primarily due to decreases of $23.3 million in compensation and related expenses, $14.1
million of special charitable contributions made in 2000, which were not repeated in 2001, and the effect of
our decision to exit our physician practice management business in the third quarter of 2000.

General Account

The invested assets in the Life Companies' general accounts are generally of high quality and broadly
diversified across asset classes, sectors and individual credits and issuers. Our Investment Management
professionals manage these general account assets in investment segments that support specific product
liabilities. These investment segments have distinct investment policies that are structured to support the
financial characteristics of the specific liability or liabilities within them. Segmentation of assets allows
us to manage the risks and measure returns on capital for our various businesses and products.

Separate Account Investments and Investment Trusts

Separate account assets are managed in accordance with the specific investment contracts and guidelines
relating to our variable products. We generally do not bear any investment risk on assets held in separate
accounts. Rather, we receive investment management fees based on assets under management. Generally, assets
held in separate accounts are not available to satisfy general account obligations.

                                                      49


Investment trusts are assets held for the benefit of those institutional clients which have investments in
structured finance products offered and managed by our investment management subsidiary.

See Note 8 to our consolidated financial statements for more information.

Asset/liability and Risk Management

Our primary investment objective is to maximize after-tax investment return within defined risk parameters. Our
primary sources of investment risk are:

         •  credit risk, which relates to the uncertainty associated with the ongoing ability of an obligor to
            make timely payments of principal and interest;
         •  interest rate risk, which relates to the market price and cash flow variability associated with
            changes in market interest rates; and
         •  equity risk, which relates to the volatility of prices for equity and equity-like investments.

We manage credit risk through fundamental analysis of the underlying obligors, issuers and transaction
structures. We employ a staff of specialized and experienced credit analysts who review obligors' management,
competitive position, financial statements, cash flow, coverage ratios, liquidity and other key financial and
non-financial information. These specialists recommend the investments needed to fund our liability guarantees
within diversification and credit rating guidelines. In addition, when investing in private debt securities, we
rely upon broad access to management information, negotiated protective covenants, call protection features and
collateral protection. We review our debt security portfolio regularly to monitor the performance of obligors
and assess the integrity of their current credit ratings.

We manage interest rate risk as part of our asset/liability management process and product design procedures.
Asset/liability management strategies include the segmentation of investments by product line, and the
construction of investment portfolios designed to satisfy the projected cash needs of the underlying
liabilities. We identify potential interest rate risk in portfolio segments by modeling asset and liability
durations and cash flows under current and projected interest rate scenarios. We use these projections to
assess and control interest rate risk.

We offer a variety of variable and fixed annuities to meet the accumulation and preservation needs of the
affluent and high-net-worth market. Our major sources of revenues from separate account variable annuities are
mortality and expense fees charged to the contractholder, generally determined as a percentage of the market
value of the underlying assets under management. Our major source of profit from fixed annuities and general
account variable annuities is from the interest rate spread, or the excess of investment income earned over
interest credited to guaranteed interest accounts.

In 2000, we began selling Retirement Planners Edge (RPE), a no-load variable annuity. Commissions on these
sales were 1% to 1.25% per year depending on the distribution outlet. RPE was designed to attract contributions
into variable sub-accounts on which we earn mortality and expense fees. During the second half of 2002, as
planners and their clients sought refuge from stock market volatility and as interest rates dropped to
historically low levels, policyholders allocated their deposits to general account guaranteed interest accounts
carrying the regulatory required minimum crediting rate of 3%. In September 2002, we stopped accepting
applications for RPE, although existing policyholders have the right to make subsequent deposits up to a
maximum of $1 million per contract.

                                                      50


Amounts held by our policyholders in variable annuity guaranteed interest accounts, or GIAs, including RPE and
fixed annuities, as of year-end 2002 and 2001 follow (in millions):

Policyholder Deposit Funds                                               2002             2001
- --------------------------                                             --------------   --------------

Retirement Planners Edge GIAs..........................................  $  1,345.6       $    369.9
Other variable annuity GIAs............................................       810.6            585.1
                                                                       --------------   --------------
Variable annuity GIAs..................................................     2,156.2            955.0
Fixed annuities........................................................       509.1             56.6
                                                                       --------------   --------------
Total variable annuity GIAS and fixed annuities........................  $  2,665.3       $  1,011.6
                                                                       ==============   ==============

As interest rates declined during the second half of 2002, we experienced reduced interest spreads on RPE
guaranteed interest account liabilities as we invested related cash inflows in shorter-term, lower yielding,
primarily publicly traded, investment-grade debt securities to correspond with what we believe to be short
duration liabilities. To the extent short-term interest rates remain below the regulatory required minimum
crediting rate of 3%, we expect to continue to experience spread compression on our variable guaranteed
investment account annuity liabilities, particularly on the RPE guaranteed investment account fund balances. In
addition, we anticipate that, to the extent RPE guaranteed interest account balances do not lapse or transfer
to variable sub-accounts, spread compression and additional commission payments on RPE fund balances will
result in losses on our RPE variable annuity during the next 12 to 24 months.

We also manage interest rate risk by emphasizing the purchase of securities that feature prepayment
restrictions and call protection. Our product design and pricing strategies include the use of surrender
charges or restrictions on withdrawals in some products. In addition, we selectively apply derivative
instruments, primarily interest rate swaps, to reduce the interest rate risk inherent in our portfolios. These
derivatives are transacted with highly rated counterparties and monitored for effectiveness on an ongoing
basis. We use derivatives exclusively for hedging purposes.

We manage equity risk, as well as credit risk, through industry and issuer diversification and asset
allocation. Maximum exposure to an issuer is defined by quality ratings, with higher quality issuers having
larger exposure limits. We have an overall limit on below investment-grade rated issuer exposure.

For further information about our management of interest rate risk and equity risk, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative
Information About Market Risk."

Debt and Equity Securities

Our debt securities portfolio consists primarily of investment-grade publicly traded and privately placed
corporate bonds, residential mortgage-backed securities, commercial mortgage-backed securities and asset-backed
securities. As of December 31, 2002, debt securities with a carrying value of $11,841.4 million represented 75%
of total investments. Public debt securities represented 76% of total debt securities, with the remaining 24%
represented by private debt securities.

Each year, the majority of our net cash flows are invested in investment grade debt securities. However, we
maintain a portfolio allocation between 6% and 10% of debt securities in below investment grade rated bonds.
Allocations are based on our assessment of relative value and the likelihood of enhancing risk-adjusted
portfolio returns. The size of our allocation to below investment grade bonds is constrained by the size of our
net worth. We are subject to the risk that the issuers of the debt securities we own may default on principal
and interest payments, particularly if a major economic downturn occurs. Our investment strategy has been to
invest the majority of our below investment grade rated bond exposure in the "BB" rating category, which is
equivalent to a Securities Valuation Office, or SVO, securities rating of 3. The BB rating category is the
highest quality tier within the below investment grade universe, and BB rated securities historically
experience lower defaults compared to B or

                                                      51


CCC rated bonds. As of December 31, 2002, our total below investment grade securities totaled $1,069.0 million,
or 9% of our total debt security portfolio. Of that amount, $785.7 million, or 7% of our debt security
portfolio was invested in the BB category. Our debt securities having an increased risk of default (those
securities with an SVO rating of four or greater) totaled $283.3 million, or 2% of our total debt security
portfolio.

Our debt and equity securities are classified as available-for-sale and are reported at fair value with
unrealized gains or losses included in equity. Accordingly, the carrying value of such securities reflects
their fair value at the balance sheet date. Investments whose value, in our judgment, is considered to be
other-than-temporarily impaired are written down to fair value as a charge to realized losses included in our
earnings. The cost basis of these written down investments is adjusted to fair value at the date the
determination of impairment is made. The new cost basis is not changed for subsequent recoveries in value.

Fair value is based on quoted market price, where available. When quoted market prices are not available, we
estimate fair value for debt securities by discounting projected cash flows based on market interest rates
currently being offered on similar terms to borrowers of similar credit quality, by quoted market prices of
comparable instruments and by independent pricing sources or internally developed pricing models.

The following table presents the SVO ratings for our debt security portfolio as of December 31, 2002 and 2001
(in millions), along with an equivalent Standard & Poor's, or S&P, rating agency designation. The majority of
our bonds are investment grade, with 91% invested in Categories 1 and 2 securities as of December 31, 2002.

Debt Securities by Credit Quality

                              Total Debt Securities     Public Debt Securities     Private Debt Securities
  SVO       S&P Equivalent   -----------------------   ------------------------   -------------------------
 Rating      Designation        2002          2001        2002          2001        2002             2001
- --------   ----------------  ----------    ---------   ---------      ---------   ---------       ---------

   1       AAA/AA/A          $ 7,960.9     $ 6,104.5   $ 6,549.8      $ 4,984.5   $ 1,411.1       $ 1,120.0
   2       BBB                 2,811.5       2,686.7     1,767.1        1,667.9     1,044.4         1,018.8
                             ----------    ---------   ---------      ---------   ---------       ---------
    Total investment grade    10,772.4       8,791.2     8,316.9        6,652.4     2,455.5         2,138.8
   3      BB                     785.7         581.6       577.4          452.9       208.3           128.7
   4      B                      105.4         173.0        82.2          150.4        23.2            22.6
   5      CCC and lower          118.5          38.6        53.3           18.0        65.2            20.6
   6      In or near default      59.4          23.3        25.4           19.8        34.0             3.5
                             ----------     ---------  ---------      ---------   ---------       ---------
    Total debt securities    $11,841.4     $ 9,607.7   $ 9,055.2      $ 7,293.5   $ 2,786.2       $ 2,314.2
                             ==========    =========   =========      =========   =========       =========

                                                      52


The following tables present our debt security portfolio by investment type as of December 31, 2002 (in
millions), along with a breakout of credit quality based on equivalent S&P rating agency designation.

                                                                       Gross        Gross         Net
                                             Fair                    Unrealized   Unrealized   Unrealized
Type of Debt Security by Type                Value          Cost       Gains        Losses    Gains (Losses)
- -----------------------------            -------------- ------------ ----------- ------------ --------------

U.S. government and agency..............  $    461.6    $    431.3       $ 30.5   $    (0.2)    $     30.3
State and political subdivision.........       534.7         481.9         53.1        (0.3)          52.8
Foreign government......................       183.9         168.4         20.2        (4.7)          15.5
Corporate...............................     5,432.5       5,081.0        442.8       (91.3)         351.5
Mortgage-backed.........................     3,099.9       2,901.9        198.5        (0.5)         198.0
Other asset-backed......................     2,128.8       2,122.1         85.0       (78.3)           6.7
                                         -------------- ------------ ----------- ------------ --------------
Total debt securities...................  $ 11,841.4    $ 11,186.6     $  830.1   $  (175.3)    $    654.8
                                         ============== ============ =========== ============ ==============
Outside of the closed block:
   Unrealized gains.....................    $4,831.1      $4,553.1     $  278.0   $    --       $    278.0
   Unrealized losses....................       592.3         693.7         --        (101.4)        (101.4)
                                         -------------- ------------ ----------- ------------ --------------
   Total outside the closed block.......     5,423.4       5,246.8        278.0      (101.4)         176.6
                                         -------------- ------------ ----------- ------------ --------------
Closed block:
   Unrealized gains.....................     5,907.2       5,355.1        552.1        --            552.1
   Unrealized losses....................       510.8         584.7         --         (73.9)         (73.9)
                                         -------------- ------------ ----------- ------------ --------------
   Total closed block...................     6,418.0       5,939.8        552.1       (73.9)         478.2
                                         -------------- ------------ ----------- ------------ --------------
Total debt securities................... $ 11,841.4       $11,186.6  $    830.1   $  (175.3)    $    654.8
                                         ============== ============ =========== ============ ==============

                                                                          Credit Quality
                                                  -----------------------------------------------------------
                                                         Investment Grade             Below Investment Grade
                                                  -----------------------------  ----------------------------
Type of Debt Security by Type and Credit Quality   Fair Value          Cost       Fair Value         Cost
- ------------------------------------------------  ------------     ------------  ------------    ------------

U.S. government and agency........................  $   461.6        $   431.3     $    --         $    --
State and political subdivision...................      534.7            481.9          --              --
Foreign government................................       60.8             52.0         123.1           116.4
Corporate.........................................    4,729.2          4,347.9         703.2           733.1
Mortgage-backed...................................    3,013.6          2,826.8          86.3            75.1
Other asset-backed................................    1,972.5          1,955.6         156.4           166.5
                                                  ------------      -----------  ------------    ------------
Total debt securities.............................  $10,772.4        $10,095.5     $ 1,069.0       $ 1,091.1
                                                  ============      ===========  ============    ============

Percentage of total debt securities...............        91%              90%            9%             10%
                                                  ============      ===========  ============    ============

Investment Grade Debt Securities (Fair Value)                  Total           AAA/AA/A            BBB
- ---------------------------------------------             ---------------  ---------------   ---------------

U.S. government and agency................................  $     461.6      $     461.6       $       -
State and political subdivision...........................        534.7            522.6              12.1
Foreign government........................................         60.8             27.6              33.2
Corporate.................................................      4,729.2          2,437.5           2,291.7
Mortgage-backed...........................................      3,013.6          2,794.7             218.9
Other asset-backed........................................      1,972.5          1,716.9             255.6
                                                          ---------------  ---------------   ---------------
Total debt securities.....................................  $  10,772.4      $   7,960.9       $   2,811.5
                                                          ===============  ===============   ===============

Percentage of total debt securities.......................         91%              67%               24%
                                                          ===============  ===============   ===============

                                                      53


Below Investment Grade Debt Securities
- --------------------------------------                                                 CC or       In or Near
(Fair Value)                                     Total          BB           B         Lower         Default
- ------------                                 ------------  -----------  -----------  -----------  ------------

Foreign government..........................  $    123.1    $   120.3    $     2.8    $    --       $    --
Corporate...................................       703.3        513.1         87.1         63.1         40.0
Mortgage-backed.............................        86.3         83.8          2.2           .3           --
Other asset-backed..........................       156.3         68.5         13.3         55.1         19.4
                                             ------------  -----------  -----------  -----------  ------------
Total debt securities.......................  $  1,069.0    $   785.7    $   105.4    $   118.5     $   59.4
                                             ============  ===========  ===========  ===========  ============

Percentage of total debt securities.........         9%             7%           1%           1%         --%
                                             ============  ===========  ===========  ===========  ============

We manage credit risk through industry and issuer diversification. Maximum exposure to an issuer is defined by
quality ratings, with higher quality issuers having larger exposure limits. Our investment philosophy has been
to create a high level of industry diversification. The top five industry holdings as of December 31, 2002 in
our debt securities portfolio are banking (3%), financial services (2%), leasing/rental (2%), grocery (2%) and
electric utilities (2%).

Our corporate bond exposure to recently troubled industries including telecommunication equipment, telephone
utilities, airlines, and media, publishing and broadcasting comprise less than 4% of the debt securities
portfolio. In addition, within the asset-backed securities sector our exposure to securitized aircraft
receivable securities comprises approximately 1.5% of the debt securities portfolio, with less than one third
of that exposure rated below investment grade.

The following table presents certain information with respect to realized investment losses (in millions).
Losses from "other than temporary impairment" charges are reported separately. These impairment charges were
determined based on our assessment of factors to be enumerated below, as they pertain to the individual
securities determined to be other than temporarily impaired. Sources and types of net realized investment gains
(losses) for the years 2002, 2001 and 2000 follow:

Investment Type                                                             2002          2001         2000
- ---------------                                                          -----------  -----------  -----------

Debt securities.......................................................   $  (122.9)   $   (72.6)   $    (7.5)
Equity securities.....................................................        (9.8)        --           --
Mortgage loans........................................................        (0.6)        (6.1)        (1.8)
Real estate...........................................................        --           --           (6.1)
Venture capital partnerships..........................................        (5.1)        --           --
Other invested assets.................................................       (22.0)        (3.7)        --
                                                                         -----------  -----------  -----------
Impairment losses.....................................................       (160.4)       (82.4)       (15.4)
                                                                         -----------  -----------  -----------
Debt securities.......................................................        48.4         21.7        (46.9)
Equity securities.....................................................         2.1         (8.8)       146.8
Mortgage loans........................................................         0.2          7.1          4.8
Real estate...........................................................         4.0         (2.5)         1.8
Other invested assets.................................................        (1.9)        (7.5)        (1.9)
                                                                         -----------  -----------  -----------
Net transaction gains.................................................        52.8         10.0        104.6
                                                                         -----------  -----------  -----------
Net realized investment gains (losses)................................   $  (107.6)   $   (72.4)   $    89.2
                                                                         ===========  ===========  ===========

Net realized investment gains (losses)................................   $  (107.6)   $   (72.4)   $    89.2
                                                                         -----------  -----------  -----------
Closed block applicable policyholder dividend obligation (reduction)..       (40.3)       (15.4)        --
Applicable deferred acquisition costs (benefit).......................        (7.2)        10.5        (10.7)
Applicable deferred income taxes (benefit)............................       (20.8)       (24.5)        32.9
                                                                         -----------  -----------  -----------
Offsets to realized investment gains (losses).........................       (68.3)       (29.4)        22.2
                                                                         -----------  -----------  -----------
Net realized investment gains (losses) included in net income.........   $   (39.3)   $   (43.0)   $    67.0
                                                                         ===========  ===========  ===========

                                                      54


Gross and net unrealized gains and losses from debt and equity securities at year-end 2002 follow (in
millions):

                                                  Total        Outside Closed Block    Closed Block
                                             -----------------  -------------------- ------------------
                                              Gains    Losses    Gains      Losses    Gains     Losses
                                             -------  --------  -------   ---------  --------  --------
Debt securities............................  $ 830.1  $ (175.3) $ 278.0   $  (101.4) $ 552.1   $  (73.9)
Equity securities..........................    144.4     (15.4)   144.4       (15.4)    --          --
                                             -------  --------  -------   ---------  --------  --------
Total unrealized gains (losses)............    974.5  $ (190.7)   422.4   $  (116.8)   552.1   $  (73.9)
                                             -------  --------  -------   ---------  -------   --------
Net unrealized gains.......................    783.8              305.6                478.2
                                             -------            -------              -------
Applicable policyholder dividend obligation    478.2                 --                478.2
Applicable deferred policy acquisition costs
(credit)...................................    106.5              106.5                 --
Applicable deferred income taxes...........     69.7               69.7                 --
                                             -------            -------              -------
Total offsets to net unrealized gains......    654.4              176.2                478.2
                                             -------             ------              -------
Net unrealized gains.......................  $ 129.4            $ 129.4              $   --
                                             =======            =======              =======

Total net unrealized gains were $783.8 million. Of that amount, $305.6 million was outside the closed block
($129.4 million after applicable deferred policy acquisition costs and deferred income taxes) and $478.2
million was in the closed block ($0.0 million after applicable policyholder dividend obligation).

At the end of each reporting period we review all securities for potential recognition of an
"other-than-temporary" impairment. We maintain a watch list for the identification and monitoring of securities
in default, near default or otherwise considered by our investment professionals as being distressed,
potentially distressed or requiring a heightened level of scrutiny. As validation of our watch list process, at
December 31, 2002, we reviewed all securities whose amortized cost basis is in excess of carrying value on a
continuous basis for durations of zero to six months, six to 12 months, 12 to 24 months and greater than 24
months. This analysis is further broken down as to investment grade and non-investment grade securities and
closed block and outside of closed block securities. Using this analysis coupled with our watch list, we review
all securities whose fair value is less than 80% of amortized cost ("significant unrealized loss") with
emphasis on below investment grade securities with a continuous significant unrealized loss in excess of six
months. In addition, we review securities that have experienced lesser percentage declines in value on a more
selective basis using many of the previously discussed factors that we consider in making a determination that
a security is other than temporarily impaired.

Our assessment of whether an investment by us in a debt or equity security is other than temporarily impaired is
primarily based on whether the issuer has:

   •    defaulted on payment obligations;
   •    declared that it will default at a future point outside the current reporting period;
   •    announced a restructure will occur outside the current reporting period;
   •    severe liquidity problems that cannot be resolved;
   •    filed for bankruptcy; and/or
   •    financial condition such that future payments are highly unlikely.

The following tables present certain information with respect to our gross unrealized losses with respect to
our investment in debt securities outside of the closed block and in the closed block, as of December 31, 2002
(in millions, except number of positions). We separately present the information in the following tables
between that applicable to outside the closed block and that applicable to the closed block as we believe it is
unlikely that there would be any effect on our net income related to the realization of the closed block
unrealized investment losses due to the sufficiency of the policyholder dividend obligation liability in the
closed block. See Note 7 to our consolidated financial statements presented elsewhere in this Form 10-K.
Applicable deferred policy acquisition costs and income taxes, which are excluded from these tables, would
further reduce the effect on our net income.

                                                      55


Gross unrealized losses on debt securities outside of the closed block at December 31, 2002 by duration of
unrealized loss and by credit quality follow (in millions, except number of positions):

                                                          0 - 6         6 - 12       12 - 24       Over 24
                                              Total       Months        Months       Months        Months
                                           -----------  -----------   -----------  -----------  -----------
Total debt securities:
Number of positions.......................     170          101            16           35           18
                                           -----------  -----------   -----------  -----------  -----------
Total fair value..........................  $  592.3     $  333.7      $   45.3     $  130.4     $   82.9
Total amortized cost......................     693.7        385.4          52.5        160.5         95.3
                                           -----------  -----------   -----------  -----------  -----------
Unrealized loss...........................  $ (101.4)    $  (51.7)     $   (7.2)    $  (30.1)    $  (12.4)
                                           ===========  ===========   ===========  ===========  ===========

Investment grade debt securities:
Number of positions.......................     119           79            10           18           12
                                           -----------  -----------   -----------  -----------  -----------
Total fair value..........................  $  458.9     $  281.9      $   30.6     $   78.1     $   68.3
Total amortized cost......................     520.3        316.7          33.0         92.5         78.1
                                           -----------  -----------   -----------  -----------  -----------
Unrealized loss...........................  $  (61.4)    $  (34.8)     $   (2.4)    $  (14.4)    $   (9.8)
                                           ===========  ===========   ===========  ===========  ===========

Below investment grade debt securities:
Number of positions.......................      51           22             6           17            6
                                           -----------  -----------   -----------  -----------  -----------
Total fair value..........................  $  133.4     $   51.8      $   14.7     $   52.3     $   14.6
Total amortized cost......................     173.4         68.7          19.5         68.0         17.2
                                           -----------  -----------   -----------  -----------  -----------
Unrealized loss...........................  $  (40.0)    $  (16.9)     $   (4.8)    $  (15.7)    $   (2.6)
                                           ===========  ===========   ===========  ===========  ===========

For below investment grade debt securities outside the closed block at December 31, 2002, 17 securities have
had gross unrealized losses greater than 20% of cost continuously for the durations that follow (in millions,
except number of positions):

                                                          0 - 6         6 - 12       12 - 24       Over 24
                                              Total       Months        Months       Months        Months
                                           -----------  -----------   -----------  -----------  -----------
Number of positions.......................      17           15             0            1            1
                                           -----------  -----------   -----------  -----------  -----------
Total fair Value..........................  $   29.0     $   27.4      $   --       $    1.6     $   --
Total amortized Cost......................      61.4         53.4          --            8.0         --
                                           -----------  -----------   -----------  -----------  -----------
Unrealized loss...........................  $  (32.4)    $  (26.0)     $   --       $   (6.4)    $   --
                                           ===========  ===========   ===========  ===========  ===========

As indicated in the above tables, there were 30 investment grade debt security positions held outside the
closed block that have been in an unrealized loss position for more than 12 months as of December 31, 2002 (12
of which have been in an unrealized loss position for more than 24 months). The aggregate unrealized loss
relating to these positions was $24.2 million as of that date ($9.8 million of which relate to holdings in an
unrealized loss position for more than 24 months). None of the 30 investment grade debt securities held outside
the closed block were considered to be other than temporarily impaired as of December 31, 2002. Six individual
public issues aggregated $19.0 million in unrealized losses, all of which continue to, and in our opinion, are
expected to continue to perform to their original contractual terms as of December 31, 2002. One security
acquired before 2000 is a AAA-rated security structured to receive coupon payments indexed to the performance
of the S&P 500. The security has declined in fair value due to the drop in the S&P 500 index but is defeased
with U.S. treasury strips. One security acquired in 1998 is a AAA-rated interest-only security that has
declined in fair value due to the drop in interest rates. Two securities are A-rated bank issues that have
declined in fair value due to an increase in required credit spreads for these securities. One security is an
A2/AA- rated issue that has declined in fair value due to the default of the servicer of the pool of
manufactured housing loans that are collateral for the transaction. One security is collateralized by oil
receivables and has declined in fair value due to a recently ended strike by oil workers in Venezuela. The
remaining 24 investment grade debt securities held outside the closed block that have been in an unrealized
loss position for more than 12 months as of December 31, 2002 have

                                                      56


$5.2 million in unrealized losses. Each of the remaining 24 securities have unrealized losses less than $0.8
million. These securities represent holdings in collateralized bond obligations, mortgage-backed securities,
asset-backed securities as well as holdings in the energy, banking, and transportation sectors. We are of the
opinion that these unrealized losses are temporary in nature and are primarily related to temporary market
conditions affecting the overall equity, credit and interest rate markets, as well as the energy sector. In
addition, our analysis of the issuers' financial strength and our analysis of underlying collateral supported
the conclusion that these securities were not other than temporarily impaired. Finally, as of December 31,
2002, we have the ability and intent to hold these securities until their value has fully recovered.

There were 23 below-investment grade debt security positions held outside the closed block that have been in an
unrealized loss position for more than 12 months as of December 31, (six of the previously mentioned securities
have been in an unrealized position for more than 24 months). The aggregate gross pre-tax unrealized loss
relating to these 23 positions was $18.3 million ($6.8 million after offsets for applicable deferred
acquisition costs and taxes). $2.6 million ($0.9 million after offsets) of these unrealized losses have been in
an unrealized loss position for more than 24 months. Two of the previously mentioned 23 securities with
unrealized losses of $6.4 million ($2.6 million after offsets) had unrealized losses greater than 20% of cost
continuously for greater than 12 months. None of the 23 previously mentioned securities held outside the closed
block were considered to be other-than-temporarily impaired as of December 31, 2002. Of the 23 below-investment
grade securities, six individual publicly-traded issues comprised approximately $14.5 million of the gross
unrealized loss ($5.3 million after offsets), all of which continue to and, in our opinion, are expected to
continue to perform as to their original contractual terms. Two of these holdings are in collateralized airline
pass-through certificates, three are in energy sector issues, and one holding is a Latin American-related
finance investment. The remaining 17 below investment grade debt securities held outside the closed block that
have been in an unrealized loss position for more than 12 months as of December 31, 2002 have $3.8 million in
unrealized losses ($1.5 million after offsets). Each of the remaining 17 holdings has gross unrealized losses
less than $0.8 million. These securities represent holdings in airline pass-through certificates and in the
energy, telecommunications and retail sectors. We believe that these unrealized losses are temporary in nature
and are primarily related to temporary market conditions affecting the overall equity, credit and interest rate
markets as well as the airline, energy and Latin American sectors. In addition, our analysis of the issuers'
financial strength and our analysis of underlying collateral supported the conclusion that these securities
were not other than temporarily impaired. Finally, as of December 31, 2002, we have the ability and intent to
hold these securities until their value has fully recovered.

                                                      57



Gross unrealized losses on debt securities in the closed block at December 31, 2002 by duration of unrealized
loss and by credit quality follow (in millions, except number of positions):

                                                          0 - 6         6 - 12       12 - 24       Over 24
                                              Total       Months        Months       Months        Months
                                           -----------  -----------   -----------  -----------  -----------
Total debt securities:
Number of positions.......................      121           76            7            36            2
                                           -----------  -----------   -----------  -----------  -----------
Total fair value..........................   $  510.8     $  289.0     $   31.6      $  179.9     $   10.3
Total amortized cost......................      584.7        305.9         40.7         226.2         11.9
                                           -----------  -----------   -----------  -----------  -----------
Unrealized loss...........................   $  (73.9)    $  (16.9)    $   (9.1)     $  (46.3)    $   (1.6)
                                           ===========  ===========   ===========  ===========  ===========

Investment grade debt securities:
Number of positions.......................       77           53            3            20            1
                                           -----------  -----------   -----------  -----------  -----------
Total fair value..........................   $  320.8     $  188.2     $   13.8      $  111.4     $    7.4
Total amortized cost......................      350.0        193.0         16.5         132.1          8.4
                                           -----------  -----------   -----------  -----------  -----------
Unrealized loss...........................   $  (29.2)    $   (4.8)    $   (2.7)     $  (20.7)    $   (1.0)
                                           ===========  ===========   ===========  ===========  ===========

Below investment grade debt securities:
Number of positions.......................       44           23            4            16            1
                                           -----------  -----------   -----------  -----------  -----------
Total fair value..........................   $  190.0     $  100.8     $   17.8      $   68.5     $    2.9
Total amortized cost......................      234.7        112.9         24.2          94.1          3.5
                                           -----------  -----------   -----------  -----------  -----------
Unrealized loss...........................   $  (44.7)    $  (12.1)    $   (6.4)     $  (25.6)    $   (0.6)
                                           ===========  ===========   ===========  ===========  ===========

For below investment grade debt securities in the closed block at December 31, 2002, 17 securities have had
gross unrealized losses greater than 20% of cost continuously for the durations that follow (in millions,
except number of positions):

                                                          0 - 6         6 - 12       12 - 24       Over 24
                                              Total       Months        Months       Months        Months
                                           -----------  -----------   -----------  -----------  -----------
Number of positions.......................       17           11            3            3             0
                                           -----------  -----------   -----------  -----------  -----------
Total fair value..........................   $   59.9     $   42.1     $    6.9      $  10.9      $   --
Total amortized cost......................       94.4         65.7         12.9         15.8          --
                                           ----------   -----------   -----------  -----------  -----------
Unrealized loss...........................   $  (34.5)    $  (23.6)    $   (6.0)     $  (4.9)     $   --
                                           ===========  ===========   ===========  ===========  ===========

                                                      58




As indicated in the above tables, there were 21 investment grade debt security positions held in the closed
block that have been in an unrealized loss position for more than 12 months as of December 31, 2002 (one of
which has been in an unrealized loss position for more than 24 months). The aggregate unrealized loss relating
to these positions was $21.7 million as of that date ($1.0 million of which relates to a security in an
unrealized loss position for more than 24 months). None of the 21 investment grade securities held in the
closed block were considered to be other than temporarily impaired as of December 31, 2002. Nine individual
public issues aggregated $18.0 million in unrealized losses, all of which continue to, and in our opinion, are
expected to continue to perform to their original contractual terms as of December 31, 2002. One issue is an
A-rated lumber-collateralized holding that has declined in fair value due to a decline in the price of lumber.
Two securities are A-rated bank issues that have declined in fair value due to an increase in required credit
spreads for these securities. Four issues are collateralized aircraft financings that have declined in fair
value due to airline bankruptcies, reduced travel and higher risk premiums required for aircraft-related
investments. One issue is a Latin American energy company that has declined in fair value due to an increase in
required credit spreads, while another issue declined in fair value due to an increase in required credit
spreads for the underlying issuer. The remaining 12 investment grade debt securities held in the closed block
that have been in an unrealized loss position for more than 12 months as of December 31, 2002 have $3.7 million
in unrealized losses. Each of the remaining 12 securities has unrealized losses less than $0.8 million. These
securities represent holdings in mortgage or asset-backed securities and holdings in airlines other
transportation, energy, paper products and banking sectors. We are of the opinion that these unrealized losses
are temporary in nature and are primarily related to temporary market conditions affecting the overall equity,
credit and interest rate markets, as well as the energy sectors. In addition, our analysis of the issuers'
financial strength and our analysis of underlying collateral supported the conclusion that these securities
were not other than temporarily impaired. Finally, as of December 31, 2002, we have the ability and intent to
hold these securities until their value has fully recovered.

There were 17 below investment grade security positions held in the closed block that have been in an
unrealized loss position for more than 12 months as of December 31, 2002 (one of which has been in an
unrealized loss position for more than 24 months). The aggregate gross pre-tax unrealized loss relating to
these positions was $26.2 million ($0.6 million of which relates to a security in an unrealized loss position
for more than 24 months). None of the 17 previously mentioned securities held in the closed block were
considered to be other-than-temporarily impaired as of December 31, 2002. Three of these securities with
unrealized losses of $4.9 million had unrealized losses greater than 20% of cost continuously for greater than
12 months.

Of the 17 below investment grade positions, ten individual public issues comprise approximately $23.7 million
of the gross unrealized loss, all of which continue to and, in our opinion, are expected to continue to perform
as to their original contractual terms. One issue is a European media company for which required credit spreads
have increased since purchase. One issue is a multi-line insurance company holding that has declined in fair
value due to financial losses. One issue is a media company holding whose fair value has declined due to rating
downgrades and weakness in the theater market. Two issues are energy/power generation related holdings that
have declined in fair value due to downgrades, bankruptcies and weakness in the energy market. One issue is a
collateralized airplane lease related holding that has declined in fair value due to airline bankruptcies,
reduced travel and higher risk premiums required for aircraft-related investments. One issue is a security that
has declined in fair value due to the default of the servicer of the pool of manufactured housing loans that
are collateral for the transaction and potential reductions in future cash flows. The remaining seven below
investment grade debt securities held in the closed block that have been in an unrealized loss position for
more than 12 months as of December 31, 2002 have $2.5 million in unrealized losses. Each of the remaining seven
holdings has gross unrealized losses less than $0.8 million. These securities represent holdings in airline
pass-through certificates, other asset backed securities, and in the energy and consumer products sectors. We
are of the opinion that these unrealized losses are temporary in nature and are primarily related to temporary
market conditions affecting the overall equity, credit and interest rate markets as well as the airline and
energy sectors. In addition, our analysis of the issuers' financial strength and our analysis of underlying
collateral supported the conclusion that these securities were not other than temporarily impaired. Finally, as
of December 31, 2002, we have the ability and intent to hold these securities until their value has fully
recovered.

                                                      59


Gross unrealized losses on equity securities as of December 31, 2002 were as follows (in millions, except
number of positions):

                                                          0 - 6         6 - 12       12 - 24       Over 24
                                              Total       Months        Months       Months        Months
                                           -----------  -----------   -----------  -----------  -----------
Total equity securities
Number of positions.......................     216          175             5           29            7
                                           ----------  -----------   -----------  -----------  -----------
Total fair value..........................  $  120.9     $  101.6      $    0.3     $   16.6     $    2.4
Total cost................................     136.3        108.2           0.4         24.9          2.8
                                           ----------  -----------   -----------  -----------  -----------
Unrealized loss...........................  $  (15.4)    $   (6.6)     $   (0.1)    $   (8.3)    $   (0.4)
                                           ==========  ===========   ===========  ===========  ===========

As indicated above, $8.7 million ($5.7 million after income taxes) of our gross unrealized losses in equity
securities were continuously in an unrealized loss position for more than 12 months as of December 31, 2002
($0.4 million relates to securities in an unrealized loss position for more than 24 months). $6.8 million ($4.4
million after taxes) of the $8.7 million in unrealized losses relates to two individual holdings representing
seed monies invested in mutual fund offerings of our Investment Management operations which, as of December 31,
2002, are long-term holdings of our life insurance subsidiary's general account. Accordingly, we do not
consider our investments in these seed monies as being other than temporarily impaired at December 31, 2002.

In determining that the securities giving rise to the previously mentioned unrealized losses were not other
than temporarily impaired, we evaluated the factors cited above, which we consider when assessing whether a
security is other than temporarily impaired. In making these evaluations, we must exercise considerable
judgment. Accordingly, there can be no assurance that actual results will not differ from our judgments and
that such differences may require the future recognition of other than temporary impairment charges that could
have a material affect on our financial position and results of operations. In addition, the value of, and the
realization of any loss on, a debt security or equity security is subject to numerous risks, including;
interest rate risk, market risk, credit risk and liquidity risk. The magnitude of any loss incurred by us may
be affected by the relative concentration of our investments in any one issuer or industry. We have established
specific policies limiting the concentration of our investments in any single issuer and industry and believe
our investment portfolio is prudently diversified. At December 31, 2002, no single non-affiliated issuer
constituted more than $7.2 million of our gross unrealized losses.


Aberdeen Asset Management PLC

Our ownership of Aberdeen common stock included 4% of the company's outstanding shares that we purchased in May
2001 for $46.8 million and 18% of its outstanding shares that we purchased between 1996 and 1999 for $62.3
million. The carrying value of our equity investment in Aberdeen was $119.3 million and $103.9 million at
December 31, 2002 and 2001, respectively. The fair value, based on quoted market price of underlying shares, of
our equity investment in Aberdeen was $43.6 million and $221.1 million at December 31, 2002 and 2001,
respectively. Included in our carrying value of Aberdeen was approximately $49.8 million of goodwill as of
December 31, 2002 related to acquisition of Aberdeen common stock

During the second half of 2002, the value of Aberdeen's publicly traded shares experienced a significant
decline due to a general decline in valuations of U.K. asset managers as well as regulatory matters related to
the U.K. split-capital trust sector, including Aberdeen's managed funds. In late 2002, Aberdeen announced the
results of a strategic review, which concluded with an announcement of a decision to divest itself of a
business segment that actively manages property investments and of a conditional agreement to dispose of its
rights to manage certain retail funds. Aberdeen anticipates utilizing the related proceeds to paydown existing
debt. Subsequent to these transactions, Aberdeen will be an independent asset management group with
approximately £15 billion (approximately $24 billion) of assets under management, featuring a diverse
range of investment vehicles catering

                                                      60


to some 400,000 investors worldwide. On February 21, 2003, Aberdeen announced the closing of the retail funds
transaction, which resulted in proceeds of £86.8 million (or $138.0 million).

We evaluated the carrying value of our equity method investment in Aberdeen for other-than-temporary
impairment, considering quantitative and qualitative factors including quoted market price for the underlying
securities, the duration carrying value is in excess of fair value and historical and projected earnings and
cash flow capacity.

Considerations in our analysis included the following:

   •    the fair value of our equity in Aberdeen was below our carrying value for less than six months as of
        December 31, 2002;
   •    Aberdeen continued to report net income and positive cash flow from operations as of its fiscal year
        ended September 30, 2002 (last publicly available data);
   •    the retail funds and proposed property management transactions are anticipated to substantially
        increase the book value of Aberdeen through the monetization of the underlying fair values of the
        businesses to be disposed;
   •    proceeds from the retail funds and proposed property management dispositions are anticipated to be used
        to paydown debt, resulting in an improvement of Aberdeen's leverage ratios; and
   •    expense reduction efforts have been implemented to better align Aberdeen's cost structure with revenues
        from its remaining businesses.

We will continue to evaluate our carrying value in Aberdeen for other than temporary impairment, taking into
account Aberdeen's underlying business fundamentals during 2003. A significant deterioration of Aberdeen's
underlying business fundamentals, or financial performance, a materially adverse regulatory development related
to the split capital trusts, or a prolonged period where our carrying value is in excess of fair value could
lead us to determine that an other-than-temporary impairment exists. Should we make such a determination, we
would write down the carrying value of our equity investment to fair value as a charge to realized investment
losses for the period that we make the determination.

See Notes 4 and 5 to our consolidated financial statements regarding our Aberdeen holdings.

Hilb, Rogal & Hamilton Company

Our investment in HRH, a Virginia-based property and casualty insurance and employee benefit products
distributor, includes primarily common stock. See Notes 5 and 6 to our consolidated financial statements for
detailed information regarding our investment in HRH.

Liquidity and Capital Resources

In the normal course of business, we enter into transactions involving various types of financial instruments
such as debt securities and equity securities. These instruments have credit risk and also may be subject to
risk of loss due to interest rate and market fluctuations.

Liquidity refers to the ability of a company to generate sufficient cash flow to meet its cash requirements.
The following discussion combines liquidity and capital resources as these subjects are interrelated.
Consistent with the discussion of our results of operations, we discuss liquidity and capital resources on both
consolidated and segment bases.

The Phoenix Companies, Inc. (holding company)

PNX's primary uses of liquidity include dividend payments on its common stock, loans or contributions to its
subsidiaries, debt servicing and general corporate expenses.

                                                      61


PNX's primary source of liquidity has been from dividends from Phoenix Life. Under New York Insurance Law,
Phoenix Life can pay stockholder dividends to PNX in any calendar year without prior approval from the New York
Superintendent of Insurance (Superintendent) in the amount of the lesser of 10% of Phoenix Life's surplus to
policyholders as of the immediately preceding calendar year or Phoenix Life's statutory net gain from
operations for the immediately preceding calendar year, not including realized capital gains. Phoenix Life will
be able to pay $44.5 million in dividends in 2003 without special permission from the Superintendent. Any
amount in excess of this is subject to the discretion of the Superintendent. See Note 15 to our consolidated
financial statements for more information on Phoenix Life statutory financial information and regulatory
matters.

PNX does not expect to receive dividends from PXP in the near term because we expect that during this time PXP
will use a substantial portion of its cash flows from operations to pay contingent consideration from prior
acquisitions and to pay down its outstanding debt and meet interest obligations to PNX and to Phoenix Life.

PNX has a 364-day unfunded unsecured senior revolving credit facility, or revolving credit facility, under
which it has direct borrowing rights, as do Phoenix Life and PXP with PNX's unconditional guarantee. We expect
dividend payments from Phoenix Life, debt servicing from PXP and borrowing capacity under PNX's revolving
credit facility to be sufficient to enable PNX to make dividend payments on its common stock, pay its operating
expenses, service its outstanding debt, make contributions to its subsidiaries and meet its other obligations
if required. See Note 6 to our consolidated financial statements for more information on the revolving credit
facility.

See Note 18 to our consolidated financial statements for more information on PNX.

Consolidated Financial Condition

The following table presents selected consolidated balance sheet data as of December 31, 2002, 2001 and 2000
for the purpose of discussing significant changes in our consolidated financial condition (in millions):

                                                                                              Changes
                                                                                     ------------------------
                                                 2002         2001          2000      2002 / 01    2001 / 00
                                             -----------  -----------   -----------  -----------  -----------

Assets:
Total investments.........................   $ 15,721.8   $ 13,604.9    $ 11,877.4   $  2,116.9   $  1,727.5
Cash and cash equivalents.................      1,058.5        815.5         720.0        243.0         95.5
Deferred policy acquisition costs.........      1,234.1      1,123.7       1,019.0        110.4        104.7
Goodwill and other intangible assets......        762.0        858.6         582.6        (96.6)       276.0

Liabilities:
Policy liabilities and accruals...........     12,680.0     11,846.4      11,372.6        833.6        473.8
Policyholder deposit funds................      3,395.7      1,515.2         678.4      1,880.5        836.8
Indebtedness..............................        644.3        599.3         425.1         45.0        174.2
Stock purchase contracts..................        147.2         --            --          147.2         --
Other general account liabilities.........        542.9        605.6         473.3        (62.7)       132.3
Minority interest in net assets of
  subsidiaries............................         10.8          8.8         136.9          2.0       (128.1)


2002 vs. 2001

Invested assets and cash and cash equivalents increased $2.1 billion and $243.0 million as of December 31, 2002
when compared to December 31, 2001. The increase in invested assets and cash and cash equivalents was the
result of net insurance cash inflows, particularly from the annuity product line. Cash inflows related to the
Retirement Planners Edge guaranteed interest account have been invested in shorter duration investments to

                                                      62


correspond with the anticipated duration of the liabilities, resulting in an increase in cash and cash
equivalents during 2002. See the General Account section of Management's Discussion and Analysis for more
information.

The decrease in goodwill and other intangible assets was primarily due to the adoption of the new standard on
goodwill and other intangible assets, which resulted in a before tax cumulative effect of accounting change
charge of $141.7 million and a $66.3 million impairment charge. This was offset by $102.1 million of goodwill
and other intangible assets recorded pursuant to the acquisition of Kayne Anderson Rudnick. See Note 4 to the
consolidated financial statements for a detailed discussion of goodwill and other intangibles and the
acquisition of Kayne Anderson Rudnick.

The $110.4 million increase in the deferred policy acquisition cost asset during 2002 is the result of
capitalized costs related to 2002 sales in excess of 2002 amortization of prior years costs. See Note 3 to our
consolidated financial statements for more information.

The increase in policy liabilities and accruals was due to additional life insurance reserves and a $10.4
million increase in the policyholder dividend obligation. The increase in the policyholder dividend obligation
was primarily due to continued favorable mortality. See Note 7 to the consolidated financial statements for
more information.

The increase in policyholder deposit funds was the result of increased sales of variable annuity products,
primarily Retirement Planners Edge (RPE), and fixed annuity products. See Management's Discussion & Analysis -
General Account for further discussion.

Indebtedness increased during the year as a result of the issuance of equity units during the fourth quarter,
most of the proceeds of which was used to pay down our previous bank credit facility. The increase was also due
to an increase in the carrying value of fixed rate debt as a result of a fair value hedge. See Notes 6 and 14
to our consolidated financial statements for further discussion on our financing activities and hedging
activities, respectively.

Stock purchase contracts represents delivery obligations under stock purchase contracts related to the third
quarter HRH transaction. See note 6 to our consolidated financial statements for further information.


2001 vs. 2000

The increase in total investments in 2001 was due to our IPO and debt offering proceeds, growth in our annuity
business and the market appreciation recorded on the transfer of Aberdeen and HRH convertible subordinated
notes from held-to-maturity to available-for-sale.

The increase in goodwill and other intangible assets in 2001 was primarily due to $297.5 million related to the
purchase of the PXP minority interest.

The increase in policy liabilities and accruals in 2001 was primarily due to increased life insurance reserves
and the establishment of the policyholder dividend obligation.

The increase in policyholder deposit funds in 2001 was due to an increase in annuity deposits to the guaranteed
interest account option during 2001. Annuity deposits increased primarily as a result of successful product
launches.

The increase in long-term debt in 2001 was due to our public debt offering during the fourth quarter of 2001.

The decrease in minority interest in net assets of consolidated subsidiaries in 2001 was due to our purchase of
the PXP minority interest, which resulted in PXP becoming our wholly-owned subsidiary.

                                                      63


Life Companies

The Life Companies' liquidity requirements principally relate to: the liabilities associated with various life
insurance and annuity products, the payment of dividends by Phoenix Life to PNX, operating expenses,
contributions to subsidiaries and payment of principal and interest on outstanding debt obligations.
Liabilities arising from life insurance and annuity products include the payment of benefits, as well as cash
payments in connection with policy surrenders, withdrawals and loans. The Life Companies also have liabilities
arising from the runoff of the remaining group accident and health reinsurance discontinued operations.

Historically, the Life Companies have used cash flow from operations and investment activities to fund
liquidity requirements. Their principal cash inflows from life insurance and annuities activities come from
premiums, annuity deposits and charges on insurance policies and annuity contracts. In the case of Phoenix
Life, cash inflows also include dividends, distributions and other payments from subsidiaries. Their principal
cash inflows from investment activities result from repayments of principal, proceeds from maturities, sales of
invested assets and investment income.

Additional sources of liquidity to meet unexpected cash outflows are available from the Life Companies'
portfolio of liquid assets. These liquid assets include substantial holdings of U.S. government and agency
bonds, short-term investments and marketable debt and equity securities. The cash Phoenix Life received as
consideration for the transfer of shares of common stock of PXP and other subsidiaries following the
demutualization was a non-recurring source of liquidity. Pursuant to the plan of reorganization, this cash
payment was $659.8 million.

Phoenix Life's current sources of liquidity also include a revolving credit facility under which Phoenix Life
has direct borrowing rights, subject to our unconditional guarantee (see "Debt Financing"). Since the
demutualization, Phoenix Life's access to the cash flows generated by the closed block assets has been
restricted to funding the closed block.

A primary liquidity concern with respect to life insurance and annuity products is the risk of early
policyholder and contractholder withdrawal. The Life Companies closely monitor their liquidity requirements in
order to match cash inflows with expected cash outflows, and employs an asset/liability management approach
tailored to the specific requirements of each product line, based upon the return objectives, risk tolerance,
liquidity, tax and regulatory requirements of the underlying products. In particular, the Life Companies
maintain investment programs generally intended to provide adequate funds to pay benefits without forced sales
of investments. Products having liabilities with relatively long lives, such as life insurance, are matched
with assets having similar estimated lives, such as long-term bonds, private placement bonds and mortgage
loans. Shorter-term liabilities are matched with investments such as short-term and medium-term fixed
maturities.

The following table summarizes the Life Companies' annuity contract reserves and deposit fund liabilities in
terms of contractholders' ability to withdraw funds as of December 31, 2002 and 2001 (in millions):

                                                      64


                                 Withdrawal Characteristics of Annuity Contract
                                    Reserves and Deposit Fund Liabilities(1) 

                                                                        2002                    2001
                                                             -----------------------   ----------------------
                                                                Amount     Percent        Amount     Percent
                                                             -----------  ----------   -----------  ----------
Not subject to discretionary withdrawal provision...........  $   168.1        3%       $   173.9         3%
Subject to discretionary withdrawal without adjustment(2) ...    2,073.3       35%         1,054.8        21%
Subject to discretionary withdrawal with market value
  Adjustment................................................      649.7       11%           239.1         5%
Subject to discretionary withdrawal at contract value less
  Surrender charge..........................................      701.5       11%           453.3         9%
Subject to discretionary withdrawal at market value.........    2,386.5       40%         3,087.5        62%
                                                             -----------  ----------   -----------  ----------
Total annuity contract reserves and deposit fund liability..  $ 5,979.1      100%       $ 5,008.6       100%
                                                             ===========  ==========   ===========  ==========

(1)  Contract reserves and deposit fund liability amounts are reported on a statutory basis, which more
     accurately reflects the potential cash outflows. Amounts include variable product liabilities. Annuity
     contract reserves and deposit fund liabilities are monetary amounts that an insurer must have available to
     provide for future obligations with respect to its annuities and deposit funds. These are liabilities on
     the balance sheet of financial statements prepared in conformity with statutory accounting practices.
     These amounts are at least equal to the values available to be withdrawn by policyholders.

(2)  The increase in amounts subject to discretionary withdrawal without adjustment has resulted from sales of
     a short maturity guaranteed rate contract without surrender charges. Assets supporting this product
     consist of high quality commercial paper and high quality short maturity fixed income instruments. Asset
     and liability cash flows are monitored on a frequent basis. See General Account section of Management's
     Discussion and Analysis.

Individual life insurance policies are less susceptible to withdrawals than annuity contracts because
policyholders may incur surrender charges and be required to undergo a new underwriting process in order to
obtain a new insurance policy. As indicated in the table above, most of the Life Companies' annuity contract
reserves and deposit fund liabilities are subject to withdrawals.

Individual life insurance policies, other than term life insurance policies, increase in cash values over their
lives. Policyholders have the right to borrow from the Life Companies an amount generally up to the cash value
of their policies at any time. As of December 31, 2002, the Life Companies had approximately $10.7 billion in
cash values with respect to which policyholders had rights to take policy loans. The majority of cash values
eligible for policy loans are at variable interest rates that are reset annually on the policy anniversary. The
Life Companies' amount of policy loans has not changed significantly since 1999. Policy loans at December 31,
2002 were $2.2 billion.

On July 23, 2002, Phoenix Life, through a wholly-owned subsidiary, acquired the variable life and variable
annuity business of Valley Forge Life Insurance Company (a subsidiary of CNA Financial Corporation), effective
July 1, 2002. See Note 3 to our consolidated financial statements for further discussion.

The primary liquidity concerns regarding the Life Companies' cash inflows from its investment activities are
the risks of default by debtors, interest rate and other market volatility and potential illiquidity of
investments. The Life Companies closely monitor and manage these risks.

We believe that the Life Companies' current and anticipated sources of liquidity are adequate to meet their
present and anticipated needs.

                                                      65


PXP

PXP's liquidity requirements are primarily to fund operating expenses and pay outstanding debt and interest
obligations. PXP also will require liquidity to fund the costs of acquisitions or any contingent payments for
previous acquisitions. Historically, PXP's principal source of liquidity has been cash flows from operations.
We expect that cash flow from operations will continue to be PXP's principal source of working capital. PXP,
together with PNX and Phoenix Life, has entered into a revolving credit facility. Under this facility, PXP has
direct borrowing rights, subject to PNX's unconditional guarantee. We believe that PXP's current and
anticipated sources of liquidity are adequate to meet its present and anticipated needs. See Note 6 to our
consolidated financial statements for further details on our financing activities.


Contractual Obligations and Commercial Commitments

As of December 31, 2002, we had $683.5 million outstanding related to contractual obligations, excluding
derivative instruments, and $165.3 million in commercial commitments. The following table presents the fiscal
periods in which our contractual obligations and commercial commitments will come due.


                                                                       Payments Due by Fiscal Period
                                                         ------------------------------------------------------

           Contractual Obligations             Total         2003       2004 - 2005   2006 - 2007   Thereafter
           -----------------------         ------------  ------------  ------------  ------------  ------------

Indebtedness(1) ...........................  $    628.7    $     --      $     --      $    175.0    $    453.7
Future Minimum Lease Payments(2) ..........        54.8          15.3          26.3           5.4           7.8
                                           ------------  ------------  ------------  ------------  ------------
Total Contractual Obligations.............  $    683.5    $     15.3    $     26.3    $    180.4    $    461.5
                                           ============  ============  ============  ============  ============

                                                                         Commitment Expiration
                                                         ------------------------------------------------------

           Commercial Commitments             Total         2003       2004 - 2005   2006 - 2007   Thereafter
           -----------------------         ------------  ------------  ------------  ------------  ------------

Standby Letters of Credit(3) ..............  $     10.6    $     10.6    $     --      $     --      $     --
Other Commercial Commitments(4) ...........       154.7           2.9           6.8          12.9         132.1
                                           ------------  ------------  ------------  ------------  ------------
Total Commercial Commitments..............  $    165.3    $     13.5    $      6.8    $     12.9    $    132.1
                                           ============  ============  ============  ============  ============


 (1)  Amounts include principal only. See Note 6 to our consolidated financial statements for more information
     on our financing activities.
 (2)  See Note 16 to our consolidated financial statements for more information on our lease obligations.
 (3)  All of our standby letters of credit automatically renew on an annual basis.
 (4)  These represent off-balance sheet commitments related to venture capital partnerships. These unfunded
     commitments can be drawn down by the various private equity funds (which numbered 78 at December 31, 2002)
     as necessary to fund their portfolio investments through the end of the funding period as stated in each
     agreement. The amount collectively drawn down by the private equity funds in our portfolio over the year
     2002 was $43.0 million, including $11.2 million in the fourth quarter of 2002. The amounts collectively
     drawn down by the private equity funds in our portfolio over the previous three years were $47.0 million
     in 2001, $96.9 million in 2000 and $108.5 million in 1999. During that same three-year period, the private
     equity funds in our portfolio have made cash and stock distributions to us of $63.0 million in 2001,
     $245.0 in 2000 and $101.4 in 1999. Cash and stock distributions to us for the year 2002 were $41.7.


Reinsurance

We maintain life reinsurance programs designed to protect against large or unusual losses in our life insurance
business. Over the last several years in response to the reduced cost of reinsurance coverage, we increased the
amount of individual mortality risk coverage purchased from third party reinsurers. Based on our review of
their

                                                      66


financial statements and reputations in the reinsurance marketplace, we believe that these third party
reinsurers are financially sound and, therefore, that we have no material exposure to uncollectible life
reinsurance.

Statutory Capital and Surplus and Risk Based Capital

Phoenix Life's consolidated statutory basis capital and surplus (including asset valuation reserve) decreased
from $1,373.2 million at December 31, 2001 to $1,008.8 million at December 31, 2002. The principal factors
resulting in this decrease include:

•    a $177.7 million decrease in carrying value of our common stock holdings in Aberdeen reflecting a decrease
     in Aberdeen's stock price from 399 pence at December 31, 2001 to 71 pence at December 31, 2002;
•    a $116.1 million increase in an admitted deferred tax asset;
•    a $94.8 million statutory loss from operations principally driven by the growth in our annuity business
     and the acquisition of a block of variable annuity business from Valley Forge Life Insurance Company for
     which acquisition costs are immediately expensed under statutory accounting rules;
•    $73.1 million in unrealized losses on other equity securities;
•    $59.4 million in unrealized losses on venture capital partnership investments; and
•    $49.1 million in net realized investment losses.

Effective December 31, 2002, Phoenix Life adopted Statutory Statement of Accounting Practices No. 10, Income
Taxes, or SSAP No. 10, for statutory accounting purposes. Prior to December 31, 2002, New York domiciled
insurance companies were precluded from recording deferred tax assets as admitted assets. Recently enacted
legislation provides for the admission of deferred tax assets as calculated under SSAP No. 10 effective
December 31, 2002, at which point Phoenix Life recorded a deferred tax asset to the extent that federal income
taxes paid in prior years were recoverable through loss carrybacks and to the extent that any additional
deferred tax assets were expected to be realized by December 31, 2003. Based upon the results through December
31, 2002, $53.1 million of the total admitted deferred tax asset was attributable to federal income taxes paid
in prior years available for recovery through net operating loss carrybacks.

Section 1322 of the New York Insurance Law requires that New York life insurers report their RBC. RBC is based
on a formula calculated by applying factors to various asset, premium and statutory reserve items. The formula
takes into account the risk characteristics of the insurer, including asset risk, insurance risk, interest rate
risk and business risk. Section 1322 gives the Superintendent explicit regulatory authority to require various
actions by, or take various actions against, insurers whose total adjusted capital does not exceed certain RBC
levels. As of December 31, 2002 and 2001, Phoenix Life's total adjusted capital was in excess of each of these
RBC levels. Each of the insurance subsidiaries of Phoenix Life is also subject to these same RBC requirements.
Each of the Life Subsidiaries' RBC was in excess of 300% of Company Action Level (the level where a life
insurance enterprise must submit a comprehensive plan to state insurance regulators) as of December 31, 2002
and 2001.

See Note 15 to our consolidated financial statements regarding the Life Companies' statutory financial
information and regulatory matters.


Net Capital Requirements

Our broker-dealer subsidiaries are each subject to the net capital requirements imposed on registered
broker-dealers by the Securities Exchange Act of 1934. Each is also required to maintain a ratio of aggregate
indebtedness to net capital that does not exceed 15 to 1. The largest of these subsidiaries had net capital of
approximately $7.0 million. This amount exceeded the regulatory minimum of $0.9 million. The ratio of aggregate
indebtedness to net capital for that subsidiary was 2.0 to 1. The ratios of aggregate indebtedness to net

                                                      67


capital for each of the other broker-dealer subsidiaries were also below the regulatory ratio at December 31,
2002, and their respective net capital each exceeded the applicable regulatory minimum.


Consolidated Cash Flows

The following table presents summary consolidated cash flow data for the years 2002, 2001 and 2000 (in
millions):

                                                                     2002          2001          2000
                                                                 ------------  ------------  ------------

Cash from operations..........................................    $    283.7    $    444.1    $    375.1
Cash for discontinued operations..............................         (43.7)        (75.1)       (264.6)
Cash for investing activities.................................      (1,690.7)     (1,927.5)         (1.9)
Cash from investing activities of discontinued operations.....          43.7          77.5         259.5
Cash from financing activities................................       1,650.0       1,576.5          35.2

The decrease in cash provided from operations for 2002 compared to 2001 was primarily due to higher operating
expenses, principally policy acquisition costs, and slightly higher benefit payments, offset by lower cash used
by discontinued operations. The increase in net cash provided by operating activities of continuing operations
in 2001 over 2000 is primarily due to a reduction in income tax payments in 2001, refunds in 2001 of income
taxes paid in prior years, offset by higher non-recurring expenses due to the purchase of the PXP minority
interest and lower insurance and investment product fees. The increase in net cash used for operating
activities of discontinued operations for 2000 as compared to 2001 resulted primarily from the payment of cash
settlements in 2000 associated with the runoff of our group accident and health reinsurance block and from the
remaining operating activities of our discontinued operations.

The decrease in cash used for investing activities for 2002 compared to 2001 is due primarily to higher
acquisition costs of subsidiary purchases in 2001. The increase in net cash used for investing activities for
2001 was primarily due to the IPO proceeds and a portion of the debt proceeds, offset by expenses related to
purchase of the PXP minority interest in January 2001. The increase in net cash provided by investing
activities of discontinued operations for 2000 as compared to 2001 was primarily due to proceeds from the sale
of our group life and health operations.

The increase in cash from financing for 2002 compared to 2001 is due to proceeds from the equity units and
stock purchase contract transactions, plus increases in policyholder deposit fund receipts. This was offset by
the proceeds from our IPO and debt offering in 2001. The increase in net cash provided by financing activities
in 2001 compared to 2000 was due to our IPO and common stock issuance, our debt offering and an increase in
policyholder deposit funds.


Related Party Transactions

State Farm Mutual Automobile Insurance Company (State Farm) currently owns of record more than 5 percent of our
outstanding common stock. In 2002, our subsidiaries paid approximately $10.7 million, as compensation for the
sale of our insurance and annuity products, to entities which were either subsidiaries of State Farm or owned
by State Farm employees.

                                                      68



Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

Market Risk Exposures and Risk Management

We must effectively manage, measure and monitor the market risk generally associated with our insurance and
annuity business and, in particular, our commitment to fund insurance liabilities. We have developed an
integrated process for managing risk, which we conduct through our Corporate Portfolio Management Department,
Actuarial Department, Corporate Finance Department and additional specialists at the business segment level.
These groups confer with each other regularly. We have implemented comprehensive policies and procedures at
both the corporate and business segment level to minimize the effects of potential market volatility.

Market risk is the risk that we will incur losses due to adverse changes in market rates and prices. We have
exposure to market risk through both our insurance operations and our investment activities. Our primary market
risk exposure is to changes in interest rates, although we also have exposures to changes in equity prices and
foreign currency exchange rates. We also have credit risk in connection with our derivative contracts.


Interest Rate Risk

Interest rate risk is the risk that we will incur economic losses due to adverse changes in interest rates. Our
exposure to interest rate changes primarily results from our commitment to fund interest-sensitive insurance
liabilities, as well as from our significant holdings of fixed rate investments. Our insurance liabilities
largely comprise dividend-paying individual whole life and universal life policies and annuity contracts. Our
fixed maturity investments include U.S. and foreign government bonds, securities issued by government agencies,
corporate bonds, asset-backed securities, mortgage-backed securities and mortgage loans, most of which are
mainly exposed to changes in medium-term and long-term U.S. Treasury rates.

We manage interest rate risk as part of our asset/liability management process and product design procedures.
Asset/liability strategies include the segmentation of investments by product line and the construction of
investment portfolios designed to specifically satisfy the projected cash needs of the underlying product
liability. We manage the interest rate risk inherent in our assets relative to the interest rate risk inherent
in our insurance products. We identify potential interest rate risk in portfolio segments by modeling asset and
product liability durations and cash flows under current and projected interest rate scenarios.

One of the key measures we use to quantify this interest rate exposure is duration. Duration is one of the most
significant measurement tools in measuring the sensitivity of the fair value of assets and liabilities to
changes in interest rates. For example, if interest rates increase by 100 basis points, or 1%, the fair value of
an asset with a duration of five years is expected to decrease by 5%. We believe that as of December 31, 2002,
our asset and liability portfolio durations were well matched, especially for the largest segments of our
balance sheet (i.e. whole life and universal life). Since our insurance products have variable interest rates
(which expose us to the risk of interest rate fluctuations), we regularly undertake a sensitivity analysis that
calculates liability durations under various cash flow scenarios.

The selection of a 100 basis point immediate, parallel increase or decrease in interest rates is a hypothetical
rate scenario used to demonstrate potential risk. While a 100 basis point immediate, parallel increase or
decrease does not represent our view of future market changes, it is a reasonably possible hypothetical
near-term change that illustrates the potential impact of such events. Although these fair value measurements
provide a representation of interest rate sensitivity, they are based on our portfolio exposures at a point in
time and may not be representative of future market results. These exposures will change as a result of
on-going portfolio transactions in response to new business, management's assessment of changing market
conditions and available investment opportunities.

                                                      69


To calculate duration, we project asset and liability cash flows and discount them to a net present value using
a risk-free market rate adjusted for credit quality, sector attributes, liquidity and any other relevant
specific risks. Duration is calculated by revaluing these cash flows at an alternative level of interest rates
and by determining the percentage change in fair value from the base case.

We also employ product design and pricing strategies to manage interest rate risk. Product design and pricing
strategies include the use of surrender charges or restrictions on withdrawals in some products.

The tables below show the interest rate sensitivity of our fixed income financial instruments measured in terms
of fair value as of December 31, 2002 (in millions). Given that our asset and liability portfolio durations
were well matched for the periods indicated, we would expect market value gains or losses in assets to be
largely offset by corresponding changes in liabilities.

                                                                  -100 Basis                      +100 Basis
                                                  Carrying          Point                        Point Change
                                                   Value            Change        Fair Value        Change
                                               --------------   --------------  --------------  --------------

Cash and cash equivalents.....................   $  1,058.5       $  1,059.3      $  1,058.5      $  1,057.7
Available-for-sale debt securities............     11,841.4         12,387.9        11,841.4        11,311.7
Commercial mortgages..........................        468.8            505.5           488.2           471.4
                                               --------------   --------------  --------------  --------------
Totals........................................   $ 13,368.7       $ 13,952.7      $ 13,388.1      $ 12,840.8
                                               ==============   ==============  ==============  ==============


We use derivative financial instruments, primarily interest rate swaps, to manage our residual exposure to
fluctuations in interest rates. We enter into derivative contracts only with highly rated financial
institutions to reduce counterparty credit risks and diversify counterparty exposure.

We enter into interest rate swap agreements to reduce market risks from changes in interest rates. We do not
enter into interest rate swap agreements for trading purposes. Under interest rate swap agreements, we exchange
cash flows with another party at specified intervals for a set length of time based on a specified notional
principal amount. Typically, one of the cash flow streams is based on a fixed interest rate set at the
inception of the contract and the other is based on a variable rate that periodically resets. Generally, no
premium is paid to enter into the contract and neither party makes payment of principal. The amounts to be
received or paid on these swap agreements are accrued and recognized in net investment income.

The tables below show the interest rate sensitivity of our interest rate derivatives measured in terms of fair
value as of December 31, 2002 (dollars in millions). These exposures will change as our insurance liabilities
are created and discharged and as a result of ongoing portfolio and risk management activities.

                                                    Weighted          -100                         +100
                                                     Average          Basis                        Basis
                                     Notional         Term            Point                        Point
                                      Amount         (Years)          Change       Fair Value      Change
                                    ------------   ------------    ------------   ------------   ------------

Interest rate swaps............       $    540.0         11.4        $     38.2     $     25.3     $     12.5
Other..........................            135.0          5.0               1.3            0.9            0.6
                                    ------------                   ------------   ------------   ------------
Totals.........................       $    675.0                     $     39.5     $     26.2     $     13.1
                                    ============                   ============   ============   ============


See Note 14 to our consolidated financial statements for more information on derivative instruments.

                                                      70


Equity Risk

Equity risk is the risk that we will incur economic losses due to adverse changes in equity prices. Our
exposure to changes in equity prices primarily results from our commitment to fund our variable annuity and
variable life products, as well as from our holdings of common stocks, mutual funds and other equities. We
manage our insurance liability risks on an integrated basis with other risks through our liability and risk
management and capital and other asset allocation strategies. We also manage equity price risk through industry
and issuer diversification and asset allocation techniques. We held $391.2 million in equity securities on our
balance sheet as of December 31, 2002. A 10% decline or increase in the relevant equity price would have
decreased or increased, respectively, the value of these assets by approximately $39.1 million as of December
31, 2002.

Certain annuity products sold by our Life Companies contain guaranteed minimum death benefits. The guaranteed
minimum death benefit feature provides annuity contract holders with a guarantee that the benefit received at
death will be no less than a prescribed amount. This minimum amount is based on the net deposits paid into the
contract, the net deposits accumulated at a specified rate, the highest historical account value on a contract
anniversary, or more typically, the greatest of these values. To the extent that the guaranteed minimum death
benefit is higher than the current account value at the time of death, the company incurs a cost. This
typically results in an increase in annuity policy benefits in periods of declining financial markets and in
periods of stable financial markets following a decline. As of December 31, 2002, the difference between the
guaranteed minimum death benefit and the current account value (the "net amount at risk") for all existing
contracts was $234.9 million, including $176.6 million related to our third quarter variable life and annuity
business acquisition from Valley Forge Life Insurance Company.

The following analysis represents an estimated sensitivity of our deferred acquisition cost asset and guaranteed
minimum death benefit liability to equity market changes, based on their December 31, 2002 carrying values (in
millions):

                                                                    -10%                              + 10%
                                                                   Equity          Carrying          Equity
                                                                   Market           Value            Market
                                                               -------------    --------------    -------------

Deferred policy acquisition costs (variable annuities)           $  259.2          $  263.3         $  266.0
Deferred policy acquisition costs (variable universal life)         308.2             309.6            309.8
Guaranteed minimum death benefit liability (variable annuities)      13.1               8.7              7.4


See Note 3 to our consolidated financial statements for more information regarding deferred policy acquisition
costs.

We sponsor defined benefit pension plans for our employees. For GAAP accounting purposes, we assumed an 8.5%
long-term rate of return on plan assets in 2002 compared to 9% in 2001. To the extent there are deviations in
actual returns, there will be changes in our projected expense and funding requests. As of December 31, 2002,
the projected benefit obligation for our defined benefit plans were in excess of plan assets by $209.3 million.
As of December 31, 2002, we anticipated having minimum funding requirements of $132.0 million through 2007,
including $1.7 million in 2003 and $8.6 million in 2004. See Note 10 to our consolidated financial statements
for more information on our employee benefit plans.


Foreign Exchange Risks

Foreign exchange risk is the risk that we will incur economic losses due to adverse changes in foreign currency
exchange rates. Our functional currency is the U.S. dollar. Our exposure to fluctuations in foreign exchange
rates against the U.S. dollar results from our holdings in non-U.S. dollar-denominated fixed maturity
securities and

                                                      71


equity securities and through our investments in foreign subsidiaries and affiliates. The principal currencies
that create foreign exchange rate risk for us are the British pound sterling, due to our investments in
Aberdeen and Lombard, and the Argentine Peso, due to our investment in EMCO. During the year ended December 31,
2002, we recorded a foreign currency translation adjustment gain of $17.7 million and a loss of $10.8 million
in other comprehensive income related to changes in valuation of the British pound sterling and Argentine peso,
respectively.


Item 8.    Financial Statements and Supplementary Data
See Table of Contents.


Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.


                                                    PART III

Item 10.   Directors and Executive Officers of the Registrant

The information required by Items 401 and 405 of Regulation S-K, except for Item 401 with respect to the
executive officers as disclosed below, is incorporated herein by reference to the information set forth in the
section of our definitive proxy statement (which will be filed pursuant to Regulation 14A under the Exchange
Act within 120 days after the close of its fiscal year) entitled "The Board of Directors," under the following
subsections: "The Audit Committee," "Compensation of Executive Officers," "Compensation of Directors,"
"Compensation Committee Report," and "Performance Graph".

Set forth below is a description of the business positions during at least the past five years for the
executive officers of Phoenix:

ROBERT W. FIONDELLA, age 601, has been: Chairman of PNX since 2000 and of Phoenix Life since 1994; Chief
Executive Officer of PNX from 2000 until 2003 and of Phoenix Life from 1994 until 2003; President of Phoenix
Life from 1987 until 2000; Principal Operating Officer of Phoenix Life from 1992 and 1994; and Chief Operating
Officer of Phoenix Life from 1989 until 1992. Mr. Fiondella is also a Director of PXRE Group Ltd. and Hilb,
Rogal & Hamilton Company.

DONA D. YOUNG, age 49, has been: Chief Executive Officer of PNX and Phoenix Life since January 2003; President
and a Director of PNX since 2000 and Chief Operating Officer from 2001 until 2003; Director of Phoenix Life
since 1998, its President since 2000 and its Chief Operating Officer from 2001 until 2003; Executive Vice
President, Individual Insurance and General Counsel of Phoenix Life from 1994 until 2000; and Senior Vice
President and General Counsel of Phoenix Life from 1989 until 1994. Mrs. Young also serves as a
Director/Trustee of Phoenix Edge Series Fund and as a Director of Sonoco Products Company, Wachovia Corporation
and Foot Locker, Inc.

MICHAEL J. GILOTTI, age 55, has been: Executive Vice President of PNX and Phoenix Life since August 2002, with
responsibility for life, annuity and investment management distribution and marketing across all product lines.
He joined Phoenix Life in 1999 as a Vice President and became a Senior Vice President in 2000. From 1994 until
1999, Mr. Gilotti was director of bank and broker/dealer operations at Aetna Financial Services.

MICHAEL E. HAYLON, age 45, has been: Executive Vice President and Chief Investment Officer of PNX and of
Phoenix Life since July 2002. He also serves as President of Phoenix Investment Counsel, Inc., one of the
Company's investment advisors and heads the Company's Alternative Financial Products division. Mr. Haylon was
Executive Vice President, PXP, and President of Phoenix Mutual Counsel, Inc. from 1994 until 2002. He joined
Phoenix Life in 1990, as a Vice President, and became Senior Vice President in 1993.

- ----------------------------
1 All ages are as of March 1, 2003.

                                                      72


BONNIE J. MALLEY, age 41, has been: Senior Vice President, Corporate Services, of PNX and of Phoenix Life since
August, 2002; Senior Vice President and Chief Accounting Officer from 2001 to 2002; and Vice President and
Chief Accounting Officer from 1995 until 2001. Mrs. Malley joined Phoenix Life in 1985 as a corporate auditor.

TRACY L. RICH, age 51, has been: Executive Vice President, General Counsel and Assistant Secretary of PNX and
Phoenix Life since 2002; Senior Vice President and General Counsel of PNX and Phoenix Life from 2000 to 2002;
and Senior Vice President and Deputy General Counsel of Massachusetts Mutual Life Insurance Company from 1996
until 2000.

COLEMAN D. ROSS, age 59, has been Executive Vice President and Chief Financial Officer of PNX and Phoenix Life
since joining the companies in April 2002. From 2000 until March 2002, he was Executive Vice President and
Chief Financial Officer of Trenwick Group Ltd. Prior to then, he was a partner at PricewaterhouseCoopers, LLP,
where he worked for 34 years.

SIMON Y. TAN, age 51, has been: Executive Vice President of PNX and Phoenix Life since 2000; and Senior Vice
President of Phoenix Life from 1994 until 2000. He joined Phoenix Life in 1982 as an actuarial associate.

                                                 Code of Ethics

We have adopted a code of ethics that is applicable to our principal executive officer, principal financial
officer and principal accounting officer, as well as to all other company employees. A copy of this code may be
reviewed on our web site at PhoenixWealthManagement.com, in the Investor Relations section of the web-site.
(This URL is intended to be an inactive textual reference only. It is not intended to be an active hyperlink to
our website. The information on the website, which might be accessible through a hyperlink resulting from this
URL, is not and is not to be part of this report and is not incorporated herein by reference). In the event we
ever waive compliance by our principal executive officer, principal financial officer or principal accounting
officer with the code, we will disclose the waiver on this website.


Item 11.   Executive Compensation

The information required by Item 402 of Regulation S-K is incorporated herein by reference to the information
set forth under the sections entitled: "Compensation of Executive Officers," "Compensation of Directors,"
"Compensation Committee Report," and "Performance Graph" of PNX's definitive proxy statement, which will be
filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, or the Exchange Act, within 120
days after the close of its fiscal year.

Item 12.   Security Ownership of Certain Beneficial Owners and Management

The information required by Item 403 of Regulation S-K is incorporated herein by reference to the information
set forth under the section entitled "Ownership of Common Stock" of PNX's definitive proxy statement, which
will be filed pursuant to Regulation 14A under the Exchange Act within 120 days after the close of its fiscal
year.

Item 13.   Certain Relationships and Related Transactions

The information required by Item 404 of Regulation S-K is incorporated herein by reference to the information
set forth under the section entitled "Certain Relationships and Related Transactions" of PNX's definitive proxy
statement, which will be filed pursuant to Regulation 14A under the Exchange Act within 120 days after the
close of its fiscal year.

                                                      73


Item 14.   Controls and Procedures

Evaluation of Disclosure Controls and Procedures. We have developed controls and procedures to ensure that
information required to be disclosed by us in reports we file or submit pursuant to the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in the rules and forms of the
SEC. Based on their review within 90 days prior to the filing of this report, our Chief Executive Officer and
Chief Financial Officer each concluded that our disclosure controls and procedures, as in effect on the date
hereof, are effective, both in design and operation, for achieving the foregoing purpose.

Changes in Internal Controls. During the calendar quarter ended on December 31, 2002, there were no significant
changes in our internal controls or in other factors that could significantly affect these controls subsequent
to the date of their most recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

                                                     PART IV

Item 15.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)      Documents filed as part of this Form 10-K.

1.       Financial Statements. The financial statements listed in Part II of the Table of Contents to this Form
         10-K are filed as part of this Form 10-K.
2.       Financial Statement Schedules. All financial statement schedules are omitted as they are not
         applicable or the information is shown in the consolidated financial statements or notes thereto.
3.       Exhibits. The exhibits filed as part of this Form 10-K are listed on the Exhibit Index immediately
         preceding such exhibits and incorporated herein by reference.

(b)      The following reports on Form 8-K were filed during the last quarter covered by this Form 10-K:

         •  dated December 24, 2002, Item 9 – containing:

            •  a new $100 million 364-Day Unfunded Unsecured Senior Revolving Credit Facility.

         •  dated December 16, 2002, Item 7 – containing:

            •  Underwriting Agreement General Terms and Conditions, dated December 16, 2002, including the
               Pricing Agreement, dated December 16, 2002 (equity units of PNX);
            •  Subordinated Indenture, dated as of December 20, 2002 between PNX and Sun Trust Bank as Trustee;
            •  Supplemental Indenture No. 1, dated as of December 20, 2002, to the Subordinated Indenture filed
               as Exhibit 4.1 hereto, between PNX and Sun Trust Bank as Trustee;
            •  Purchase Contract Agreement, dated as of December 20, 2002, between PNX and Sun Trust Bank as
               Purchase Contract Agent;
            •  Pledge Agreement, dated as of December 20, 2002, by PNX and Sun Trust Bank as Collateral Agent,
               Custodial Agent, Securities Intermediary and Purchase Contract Agent;
            •  Remarketing Agreement, dated December 20, 2002, by and among PNX, Morgan Stanley & Co.
               Incorporated as Remarketing Agent, and Sun Trust Bank as Purchase Contract Agent.
            •  Opinion of Debevoise & Plimpton.

         •  dated December 16, 2002, Items 5 and 7 – containing:

                                                      74


           •   news release regarding the pricing of an offering of $150 million of equity units;
           •   news release regarding the closing of the offering of $150 million of equity units and actions
               to lower annualized expenses.

        •   dated December 12, 2002, Item 5 – containing:

           •   lowered debt and financial strength ratings by Moody's Investors Service, potential closed block
               securitization and expense reductions.

        •   dated November 7, 2002, Items 7 and 9 – containing:

           •   third quarter 2002 results;
           •   the pricing of PNX's offering of 3,150,000 stock purchase contracts to be settled in common
               shares of HRH.

        •   dated September 30, 2002, Item 5 - containing:

           •   press release dated September 30, 2002;
           •   Retirement and Transition Agreement between Robert W. Fiondella and PNX, September 27, 2002;
           •   Statement of Clarification and Intent between Carl T. Chadburn and PNX, dated August 30, 2002;
           •   General Release by Carl T. Chadburn in favor of PNX dated August 29, 2002;
           •   Election Form for Carl T. Chadburn, dated August 29, 2002;
           •   Deferred Compensation Agreement and Acceptance and Election Form for Carl T. Chadburn, dated
               August 29, 2002;
           •   Statement of Clarification and Intent between Phillip R. McLoughlin and PNX, dated September 4,
               2002;
           •   General Release by Philip R. McLoughlin in favor of PNX, dated September 4, 2002;
           •   Election Form for Philip R. McLoughlin, dated September 3, 2002;
           •   Statement of Clarification and Intent between David W. Searfoss and PNX, dated September 5,
               2002;
           •   General Release by David W. Searfoss in favor of PNX, dated September 5, 2002;
           •   Election Form for David W. Searfoss, dated August 29, 2002;
           •   Deferred Compensation Agreement Election Form for David W. Searfoss, dated August 29, 2002.

We make our periodic and current reports available, free of charge, on our website, at
PhoenixWealthManagement.com, in the Investor Relations section, as soon as reasonably practicable after the
material is electronically filed with, or furnished to, the SEC. (This URL is intended to be an inactive
textual reference only. It is not intended to be an active hyperlink to our website. The information on the
website, which might be accessible through a hyperlink resulting from this URL, is not and is not to be part of
this report and is not incorporated by reference).

                                                      75



                                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

                                           THE PHOENIX COMPANIES, INC.
                                                  (Registrant)

Dated:                March 14, 2003                           /s/Dona D. Young
                                                               ----------------
                                                               Dona D. Young,
                                                               President, Chief Executive Officer,
                                                               and Chairman-elect

Dated:                March 14, 2003                           /s/Coleman D. Ross
                                                               ------------------
                                                               Coleman D. Ross
                                                               Executive Vice President
                                                               and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below, dated
March 14, 2003, by the following persons on behalf of the Registrant and in the capacities indicated.

/s/Sal H. Alfiero                             /s/John E. Haire
- -----------------                             ----------------
Sal H. Alfiero, Director                      John E. Haire, Director

/s/J. Carter Bacot                            /s/Jerry J. Jasinowski
- ------------------                            ----------------------
J. Carter Bacot, Director                     Jerry J. Jasinowski, Director

/s/Peter C. Browning                          /s/Thomas S. Johnson
- --------------------                          --------------------
Peter C. Browning, Director                   Thomas S. Johnson, Director

/s/Arthur P. Byrne                            /s/John W. Johnstone
- ------------------                            --------------------
Arthur P. Byrne, Director                     John W. Johnstone, Jr., Director

/s/Sanford Cloud                              /s/Marilyn E. LaMarche
- ----------------                              ----------------------
Sanford Cloud, Jr., Director                  Marilyn E. LaMarche, Director

/s/Richard N. Cooper                          /s/Robert F. Vizza
- --------------------                          ------------------
Richard N. Cooper, Director                   Robert F. Vizza, Director

/s/Gordon J. Davis                            /s/Robert G. Wilson
- ------------------                            -------------------
Gordon J. Davis, Director                     Robert G. Wilson, Director

/s/Robert W. Fiondella                        /s/Dona D. Young
- ----------------------                        ----------------
Robert W. Fiondella, Director                 Dona D. Young, Chairman-elect

/s/Ann M. Gray
- --------------
Ann M. Gray, Director

                                                      76



                                                 Certifications

Chief Executive Officer certification, pursuant to Section 302 of The Sarbanes-Oxley Act of 2002, of the Annual
Report on Form 10-K for the year ended December 31, 2002 of The Phoenix Companies, Inc.

I, Dona D. Young, certify that:

1. I have reviewed this annual report on Form 10-K of The Phoenix Companies,Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit
   to state a material fact necessary to make the statements made, in light of the circumstances under which
   such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements and other financial information included in this annual
   report, fairly present in all material respects the financial condition, results of operations and cash
   flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining
   disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
   and have;

   a)   designed such disclosure controls and procedures to ensure that material information relating to the
        registrant, including its consolidated subsidiaries, is made known to us by others within those
        entities, particularly during the period in which this annual report is being prepared;

   b)   evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date
        within 90 days prior to the filing of this annual report (the "Evaluation Date"); and

   c)   presented in this annual report our conclusions about the effectiveness of the disclosure controls
        and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to
   the registrant's auditors and the audit committee of the registrant's board of directors (or persons
   performing the equivalent function):

   a)   all significant deficiencies in the design or operation of internal controls which could adversely
        effect the registrant's ability to record, process, summarize and report financial data and have
        identified for the registrant's auditors any material weakness in internal controls; and

   b)   any fraud, whether or not material, that involves management or other employees who have a
        significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this annual report whether there were
   significant changes in internal controls or in other factors that could significantly affect internal
   controls subsequent to the date of our most recent evaluation, including any corrective actions with
   regard to significant deficiencies and material weaknesses.

Date:  March 14, 2003

/s/Dona D. Young
- ----------------
Dona D. Young
President, Chief Executive Officer and Chairman-elect

                                                      77


Chief Financial Officer certification, pursuant to Section 302 of The Sarbanes-Oxley Act of 2002, of the Annual
Report on Form 10-K for the year ended December 31, 2002 of The Phoenix Companies, Inc.

I, Coleman D. Ross, certify that:

1.   I have reviewed this annual report on Form 10-K of The Phoenix Companies, Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit
     to state a material fact necessary to make the statements made, in light of the circumstances under which
     such statements were made, not misleading with respect to the period covered by this annual report;

3.   Based on my knowledge, the financial statements and other financial information included in this annual
     report, fairly present in all material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officer and I are responsible for establishing and maintaining
     disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
     and have;

     a)   designed such disclosure controls and procedures to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date
          within 90 days prior to the filing of this annual report (the "Evaluation Date"); and

     c)   presented in this annual report our conclusions about the effectiveness of the disclosure controls
          and procedures based on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to
     the registrant's auditors and the audit committee of the registrant's board of directors (or persons
     performing the equivalent function):

     a)   all significant deficiencies in the design or operation of internal controls which could adversely
          effect the registrant's ability to record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weakness in internal controls; and

     b)   any fraud, whether or not material, that involves management or other employees who have a
          significant role in the registrant's internal controls; and

6.   The registrant's other certifying officer and I have indicated in this annual report whether there were
     significant changes in internal controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including any corrective actions with
     regard to significant deficiencies and material weaknesses.

Date:  March 14, 2003

/s/Coleman D. Ross
- ------------------
Coleman D. Ross
Executive Vice President and Chief Financial Officer

                                                      78



                                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Stockholders of
The Phoenix Companies, Inc.

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of income
and comprehensive income, cash flows and changes in stockholders' equity present fairly, in all material
respects, the financial position of The Phoenix Companies, Inc. and its subsidiaries (the Company) at December
31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the
period ended December 31, 2002, in conformity with accounting principles generally accepted in the United
States of America. 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 auditing standards generally accepted in the United States of
America, 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 our opinion.

As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting
for goodwill and other intangible assets in 2002 and for venture capital partnerships, securitized financial
instruments and derivative instruments in 2001.



/s/ PricewaterhouseCoopers LLP


Hartford, Connecticut
February 5, 2003

                                                       F-1



                                       THE PHOENIX COMPANIES, INC.
                                        Consolidated Balance Sheet
                                 ($ amounts in millions, except per share data)
                                        December 31, 2002 and 2001

                                                                                 2002             2001
                                                                            ---------------  ---------------

ASSETS:
Available-for-sale debt securities, at fair value.......................      $  11,841.4      $   9,607.7
Equity securities, at fair value........................................            391.2            290.9
Mortgage loans, at unpaid principal balances............................            468.8            535.8
Real estate, at lower of cost or fair value.............................             69.6             83.1
Venture capital partnerships, at equity in net assets...................            228.6            291.7
Affiliate equity and debt securities....................................            187.4            330.6
Policy loans, at unpaid principal balances..............................          2,195.9          2,172.2
Other investments.......................................................            338.9            292.9
                                                                            ---------------  ---------------
Total investments.......................................................         15,721.8         13,604.9
Cash and cash equivalents...............................................          1,058.5            815.5
Accrued investment income...............................................            192.3            203.1
Premiums, accounts and notes receivable.................................            194.9            147.8
Reinsurance recoverable balances........................................             22.4             21.3
Deferred policy acquisition costs.......................................          1,234.1          1,123.7
Deferred income taxes...................................................             41.4              1.8
Goodwill and other intangible assets....................................            762.0            858.6
Net assets of discontinued operations...................................             20.8             20.8
Other general account assets............................................            204.4            168.4
Separate account and investment trust assets............................          5,793.1          5,570.0
                                                                            ---------------  ---------------
Total assets............................................................      $  25,245.7      $  22,535.9
                                                                            ===============  ===============

LIABILITIES:
Policy liabilities and accruals.........................................      $  12,680.0      $  11,846.4
Policyholder deposit funds..............................................          3,395.7          1,515.2
Stock purchase contracts................................................            147.2             --
Indebtedness............................................................            644.3            599.3
Other general account liabilities.......................................            542.9            605.6
Separate account and investment trust liabilities.......................          5,793.1          5,564.9
                                                                            ---------------  ---------------
Total liabilities.......................................................         23,203.2         20,131.4
                                                                            ---------------  ---------------

MINORITY INTEREST:
Minority interest in net assets of subsidiaries.........................             10.8              8.8
                                                                            ---------------  ---------------

STOCKHOLDERS' EQUITY:
Common stock, $.01 par value: 106,374,510 shares issued.................              1.0              1.0
Additional paid-in capital..............................................          2,421.5          2,410.4
Accumulated deficit.....................................................           (292.6)           (30.8)
Accumulated other comprehensive income..................................             97.5             81.1
Treasury stock, at cost: 12,330,000 and 4,458,500 shares................           (195.7)           (66.0)
                                                                            ---------------  ---------------
Total stockholders' equity..............................................          2,031.7          2,395.7
                                                                            ---------------  ---------------
Total liabilities, minority interest and stockholders' equity...........      $  25,245.7      $  22,535.9
                                                                            ===============  ===============

The accompanying notes are an integral part of these financial statements.

                                                       F-2



                                       THE PHOENIX COMPANIES, INC.
                        Consolidated Statement of Income and Comprehensive Income
                                 ($ amounts in millions, except per share data)
                               Years Ended December 31, 2002, 2001 and 2000

                                                                   2002             2001              2000
                                                              ---------------  ---------------   ---------------

REVENUES:
Premiums..................................................     $   1,081.9      $   1,112.7       $   1,147.4
Insurance and investment product fees.....................           563.4            546.4             631.0
Investment income, net of expenses........................           915.2            847.6           1,141.3
Net realized investment gains (losses)....................          (107.6)           (72.4)             89.2
                                                             ---------------  ---------------   ---------------
Total revenues............................................         2,452.9          2,434.3           3,008.9
                                                             ---------------  ---------------   ---------------

BENEFITS AND EXPENSES:
Policy benefits, excluding policyholder dividends.........         1,436.1          1,406.7           1,409.8
Policyholder dividends....................................           401.8            400.1             378.0
Policy acquisition cost amortization......................            59.2            133.0             356.0
Intangible asset amortization.............................            32.5             49.4              36.9
Intangible asset impairments..............................            66.3             --                --
Interest expense..........................................            31.4             27.3              32.7
Demutualization expenses..................................             1.8             25.9              21.8
Other operating expenses..................................           583.9            628.1             604.5
                                                             ---------------  ---------------   ---------------
Total benefits and expenses...............................         2,613.0          2,670.5           2,839.7
                                                             ---------------  ---------------   ---------------
Income (loss) from continuing operations
  before income taxes and minority interest ..............          (160.1)          (236.2)            169.2
Applicable income taxes (benefit).........................           (56.8)          (106.1)             60.3
                                                             ---------------  ---------------   ---------------
Income (loss) from continuing operations
  before minority interest................................          (103.3)          (130.1)            108.9
Minority interest in net income of subsidiaries...........            12.4              7.2              14.1
                                                             ---------------  ---------------   ---------------
Income (loss) from continuing operations..................          (115.7)          (137.3)             94.8
Income from discontinued operations.......................            --               --                 9.4
Loss on disposal of discontinued operations...............            --               --               (20.9)
                                                             ---------------  ---------------   ---------------
Income (loss) before cumulative effect of
  accounting changes......................................          (115.7)          (137.3)             83.3
Cumulative effect of accounting changes:
Goodwill and other intangible assets......................          (130.3)            --                --
Venture capital partnerships..............................            --              (48.8)             --
Securitized financial instruments.........................            --              (20.5)             --
Derivative instruments....................................            --                3.9              --
                                                             ---------------  ---------------   ---------------
Net income (loss) ........................................     $    (246.0)     $    (202.7)      $      83.3
                                                             ===============  ===============   ===============

BASIC AND DILUTED EARNINGS PER SHARE:
Income (loss) from continuing operations..................     $     (1.18)     $     (1.31)      $      0.91
Income (loss) before cumulative effect of accounting
  changes.................................................     $     (1.18)     $     (1.31)      $      0.80
Net income (loss).........................................     $     (2.51)     $     (1.94)      $      0.80
Weighted average common shares outstanding (in thousands).          97,854          104,578           104,578
                                                             ===============  ===============   ===============

COMPREHENSIVE INCOME:
Net income (loss).........................................     $    (246.0)     $    (202.7)      $      83.3
                                                             ---------------  ---------------   ---------------
Net unrealized investment gains (losses)..................            29.2             65.9              (1.3)
Net unrealized derivative instruments gains...............             3.4              5.0              --
Net unrealized foreign currency translation adjustment....             1.2             (1.7)             (4.6)
Minimum pension liability adjustment......................           (17.4)            (8.3)              1.6
                                                             ---------------  ---------------   ---------------
Other comprehensive income (loss).........................            16.4             60.9              (4.3)
                                                             ---------------  ---------------   ---------------
Comprehensive income (loss)...............................     $    (229.6)     $    (141.8)      $      79.0
                                                             ===============  ===============   ===============

The accompanying notes are an integral part of these financial statements

                                                       F-3



                                       The Phoenix Companies, Inc.
                                   Consolidated Statement of Cash Flows
                                             ($ amounts in millions)
                               Years Ended December 31, 2002, 2001 and 2000

                                                                   2002            2001             2000
                                                               --------------  --------------   --------------

OPERATING ACTIVITIES:
Income (loss) from continuing operations..................      $  (115.7)      $  (137.3)       $    94.8
Net realized investment (gains) losses....................          107.6            72.4            (89.2)
Amortization and depreciation.............................          122.4            70.2             56.8
Investment loss (income)..................................           67.2            97.4           (297.7)
Securitized financial instruments and derivatives.........           --              16.6             --
Deferred income taxes (benefit)...........................          (42.4)          (39.3)           (37.0)
Increase in receivables...................................          (48.1)           (5.3)           (54.0)
Deferred policy acquisition costs (increase) decrease.....         (206.4)          (76.2)           183.2
(Increase) decrease in policy liabilities and accruals....          473.4           469.1            472.8
Other assets and other liabilities net change.............          (74.3)          (23.5)            45.4
                                                              --------------  --------------   --------------
Cash from continuing operations...........................          283.7           444.1            375.1
Discontinued operations, net..............................          (43.7)          (75.1)          (264.6)
                                                              --------------  --------------   --------------
Cash from operating activities............................          240.0           369.0            110.5
                                                              --------------  --------------   --------------

INVESTING ACTIVITIES:
Investment purchases......................................       (4,957.5)       (3,822.0)        (2,110.2)
Investment sales, repayments and maturities...............        3,418.6         2,284.8          2,154.4
Subsidiary purchases......................................         (136.1)         (373.7)           (59.3)
Subsidiary sales..........................................           --              --               14.1
Premises and equipment additions..........................          (15.7)          (16.6)           (21.5)
Premises and equipment dispositions.......................           --              --               20.6
Discontinued operations, net..............................           43.7            77.5            259.5
                                                              --------------  --------------   --------------
Cash (for) from investing activities......................       (1,647.0)       (1,850.0)           257.6
                                                              --------------  --------------   --------------

FINANCING ACTIVITIES
Policyholder deposit fund receipts, net ..................        1,649.6           689.8            140.2
Stock purchase contracts proceeds ........................          133.9            --               --
Equity unit proceeds......................................          149.1            --               --
Other indebtedness proceeds ..............................           --             479.5             50.0
Indebtedness repayments ..................................         (125.1)         (324.7)          (152.4)
Common stock issuance ....................................           --             831.0             --
Common stock repurchases .................................         (131.1)          (64.6)            --
Payments to policyholders in demutualization .............           --             (28.7)            --
Common stock dividends paid...............................          (15.8)           --               --
Minority interest distributions...........................          (10.6)           (5.8)            (5.8)
Other financing activities, net...........................           --              --                3.2
                                                              --------------  --------------   --------------
Cash from financing activities............................        1,650.0         1,576.5             35.2
                                                              --------------  --------------   --------------
Change in cash and cash equivalents.......................          243.0            95.5            403.3
Cash and cash equivalents, beginning of year..............          815.5           720.0            316.7
                                                              --------------  --------------   --------------
Cash and cash equivalents, end of year....................      $ 1,058.5       $   815.5        $   720.0
                                                              ==============  ==============   ==============

The accompanying notes are an integral part of these financial statements.

                                      F-4



                                       THE PHOENIX COMPANIES, INC.
                        Consolidated Statement of Changes in Stockholders' Equity
                                 ($ amounts in millions, except per share data)
                               Years Ended December 31, 2002, 2001 and 2000

                                                                  2002             2001             2000
                                                             ---------------  ---------------  ---------------

COMMON STOCK AND ADDITIONAL PAID-IN CAPITAL:
Transfer from retained earnings for common shares
  issued in demutualization (56,178,610 shares)...........     $      --        $   1,580.4      $      --
Common shares issued in initial public offering
  (50,195,900 shares).....................................            --              831.0             --
Restricted stock units awarded............................             8.0             --               --
Income tax benefit........................................             5.9             --               --
Present value of future contract adjustment
  payments on equity units................................            (2.8)            --               --

RETAINED EARNINGS (ACCUMULATED DEFICIT):
Net income (loss).........................................          (246.0)          (202.7)            83.3
Common stock dividends declared ($0.16 per share) ........           (15.8)            --               --
Transfer to common stock and additional paid-in capital
  for common shares issued in demutualization.............            --           (1,580.4)            --
Poicyholder cash payments and policy credits..............            --              (41.5)            --
Equity adjustment for policyholder dividend obligation,
  net.....................................................            --              (30.3)            --
Other equity adjustments..................................            --                3.4              5.9

ACCUMULATED OTHER COMPREHENSIVE INCOME:
Other comprehensive income (loss).........................            16.4             60.9             (4.3)

TREASURY STOCK:
Common shares acquired (7,871,500 and 4,458,500 shares)...          (129.7)           (66.0)            --
                                                             ---------------  ---------------  ---------------
Change in stockholders' equity............................          (364.0)           554.8             84.9
Stockholders' equity, beginning of year...................         2,395.7          1,840.9          1,756.0
                                                             ---------------  ---------------  ---------------
Stockholders' equity, end of year.........................     $   2,031.7      $   2,395.7      $   1,840.9
                                                             ===============  ===============  ===============


The accompanying notes are an integral part of these financial statements

                                      F-5




                                       THE PHOENIX COMPANIES, INC.
                                Notes to Consolidated Financial Statements
                           ($ amounts in millions, except per share and per unit data)
                               Years Ended December 31, 2002, 2001 and 2000

1. Organization and Operations

Our consolidated financial statements include The Phoenix Companies, Inc. and its subsidiaries. The Phoenix
Companies, Inc. is a holding company and our operations are conducted through subsidiaries, the principal ones
of which are Phoenix Life Insurance Company (Phoenix Life) and Phoenix Investment Partners, Ltd. (PXP).
Significant intercompany accounts and transactions have been eliminated in consolidating these financial
statements. Also, we have reclassified amounts for 2001 and 2000 to conform with 2002 presentations.

We have prepared these financial statements in accordance with generally accepted accounting principles (GAAP).
In preparing these financial statements in conformity with GAAP, we are required to make estimates and
assumptions that affect the reported amounts of assets and liabilities at reporting dates and the reported
amounts of revenues and expenses during the reporting periods. Actual results will differ from these estimates
and assumptions. We employ significant estimates and assumptions in the determination of deferred policy
acquisition costs; policyholder liabilities and accruals; the valuation of goodwill and other intangible
assets, investments in debt and equity securities, venture capital partnerships and affiliates; pension and
other postemployment benefits liabilities and accruals for contingent liabilities. Significant accounting
policies are presented throughout the notes in italicized type.

In December 1999, we began the process of reorganizing and demutualizing our then principal operating company,
Phoenix Home Life Mutual Insurance Company (Phoenix Home Life). We completed the process in June 2001, when all
policyholder membership interests in the mutual company were extinguished and eligible policyholders of the
mutual company received 56,178,610 shares of common stock, $28.8 of cash and $12.7 of policy credits as
compensation. Phoenix's retained earnings immediately following the demutualization (net of cash payments and
policy credits that were charged directly to retained earnings) were reclassified to common stock and
additional paid-in capital valued at $1,580.4. To protect the future dividends of these policyholders, we also
established a closed block for their existing policies, which we describe in Note 7. Concurrent with the
demutualization conversion, we sold common stock of The Phoenix Companies, Inc. to the public and received net
proceeds of $831.0.

Accounting changes

At the beginning of 2002, we adopted a new accounting standard for goodwill and other intangible assets and
recorded the cumulative effect of the adoption as a charge to earnings. We describe the adoption of this
standard further in Note 4. At the beginning of 2001, we adopted a new accounting standard for derivative
instruments and recorded the cumulative effect of the adoption as a credit to both earnings and other
comprehensive income. We describe the adoption further in Note 14. Also at the beginning of 2001, we changed
our accounting for venture capital partnerships to remove the lag in reporting their operating results and
recorded the effect of this change as a charge to earnings. Additionally, in the beginning of the second
quarter of 2001, we adopted a new accounting pronouncement for securitized financial instruments and recorded
the cumulative effect of the adoption as a charge to earnings. We describe these changes further in Note 5.

Unaudited pro forma information on income (loss) from continuing operations for the years 2001 and 2000
assuming retroactive application of the accounting changes for goodwill and other intangibles assets and
venture capital partnerships follows:


                                                       F-6


                                                            2001                         2000
                                                ---------------------------  ---------------------------
                                                  Pro forma       Actual       Pro forma      Actual
                                                -------------  ------------  -------------  ------------

Income (loss) from continuing operations......    $  (118.1)    $  (137.3)     $  (92.6)      $  94.8
Income (loss) from continuing operations
  per share (basic and diluted)...............    $   (1.13)    $   (1.31)     $  (0.89)      $  0.91

At year-end 2002, there are newly issued accounting pronouncements that may affect our future accounting for
variable interest entities included in our consolidated financial statements (Note 8) and stock-based
compensation (Note 10). We describe these pending pronouncements within the notes to which they pertain.

Business combinations

In 2002, we acquired a majority interest in an investment management firm; in 2001, we acquired the minority
interest in PXP, and, majority interests in two other investment management firms. Additional information on
these acquisitions is included in Note 4. Had these acquisitions been completed at the beginning of 2000, our
operating results would have differed. Selected operating information on an unaudited pro forma and an actual
basis for the years 2002, 2001 and 2000 follows:

                                                   2002                  2001                    2000
                                          ----------------------  ---------------------   ---------------------
                                          Pro forma     Actual    Pro forma    Actual     Pro forma     Actual
                                          ---------   ---------   ---------   ---------   ---------   ---------

Revenues................................  $ 2,452.9   $ 2,452.9   $ 2,472.8   $ 2,434.3   $ 3,042.3   $ 3,008.9
Income (loss) from continuing operations  $  (115.7)  $  (115.7)  $  (137.9)  $  (137.3)  $    66.4   $    94.8
Income (loss) from continuing operations
  per share (basic and diluted).........  $   (1.18)  $  ($1.18)  $   (1.32)  $   (1.31)  $    0.63   $    0.91


2. Business Segments

We provide wealth management products and services through a variety of select advisors and financial services
firms to serve the accumulation, preservation and transfer needs of the affluent and high-net-worth market,
businesses and institutions. To serve our target market, we offer a broad range of solutions through a variety
of distributors. These products and services are managed within two operating segments - Life and Annuity and
Investment Management. We report our remaining activities in two non-operating segments - Venture Capital and
Corporate and Other.

The Life and Annuity segment includes individual life insurance and annuity products including participating
whole life, universal life, variable life, term life and annuities. The Investment Management segment includes
private client and institutional investment management and distribution, including managed accounts, open-end
mutual funds and closed-end funds. We provide more information on these operating segments in Notes 3 and 4,
respectively.

The Venture Capital segment includes our equity share in the operating income and the realized and unrealized
investment gains of our venture capital partnership investments residing in the general account of Phoenix
Life. We provide more information on this segment in Note 5. The Corporate and Other segment includes all
interest expense, as well as several smaller subsidiaries and investment activities which do not meet the
thresholds of reportable segments. These include international operations and the run-off of our group pension
and guaranteed investment contract businesses.


                                                      F-7


While revenues derived from outside of the United States are not material to our financial statements, we have
international investments, the principal ones of which are located in the United Kingdom (Aberdeen Asset
Management PLC, 21.8% owned, Notes 4 and 5) and Luxembourg (Lombard Insurance, 12% owned). Other international
investments are in Argentina, Brazil, India, Japan and New Zealand. We have recorded cumulative foreign
currency translation gains of $9.8, related to the British pound, and losses of $10.8, related principally to
the Argentine peso, which are included as a component of accumulated other comprehensive income at year-end
2002 (Note 11).

We evaluate segment performance on the basis of segment operating income. Realized investment gains and some
non-recurring items are excluded because we do not consider them when evaluating the financial performance of
the segments. The size and timing of realized investment gains are often subject to our discretion. The
non-recurring items are removed from segment after-tax operating income if, in our opinion, they are not
indicative of overall operating trends. While some of these items may be significant components of net income,
we believe that segment operating income is an appropriate measure that represents the earnings attributable to
the ongoing operations of the business.

The criteria used to identify a non-recurring item and to determine whether to exclude it from segment
operating income include: whether the item is infrequent and is material to the segment's operating income; if
it results from a business restructuring, from a change in the regulatory environment, or relates to other
unusual circumstances (e.g., litigation). We include information on non-recurring items allocated to our
operating segments in their respective notes for information only. Non-recurring items excluded from segment
operating income may vary from period to period. Because these items are excluded based on our discretion,
inconsistencies in the application of our selection criteria may exist. Segment operating income is not a
substitute for net income determined in accordance with GAAP and may be different from similarly titled
measures of other companies.

We allocate indebtedness and related interest expense to our Corporate and Other segment. We allocate capital
to our Life and Annuity segment based on risk-based capital (RBC) for our insurance products. We used 300% of
RBC levels for 2002 and 250% of RBC prior thereto. Capital within our life insurance companies that is
unallocated is included in our Corporate and Other segment. We allocate capital to our Investment Management
segment on the basis of the historical capital within that segment. We allocate net investment income based on
the assets allocated to the segments. We allocate certain costs and expenses to the segments based on a review
of the nature of the costs, time studies and other methodologies. Segment information on assets, revenues and
operating income (loss) follows:

                                                                                   2002            2001
                                                                               --------------  --------------

Life and Annuity...........................................................      $ 21,533.7      $ 19,061.6
Investment Management .....................................................         1,027.9         1,168.5
                                                                               --------------  --------------
Operating segment assets...................................................        22,561.6        20,230.1
Venture Capital............................................................           227.8           291.7
Corporate and Other........................................................         2,435.5         1,993.3
                                                                               --------------  --------------
Total segment assets.......................................................        25,224.9        22,515.1
Net assets of discontinued operations (Note 13)............................            20.8            20.8
                                                                               --------------  --------------
Total assets...............................................................      $ 25,245.7      $ 22,535.9
                                                                               ==============  ==============

                                                      F-8


                                                                    2002            2001            2000
                                                               --------------  --------------  --------------

Life and Annuity ........................................        $  2,345.7      $  2,307.4      $  2,241.5
Investment Management....................................             269.0           268.2           336.7
Elimination of inter-segment revenues....................             (16.2)          (23.1)          (18.0)
                                                               --------------  --------------  --------------
Operating segment revenues...............................           2,598.5         2,552.5         2,560.2
Venture Capital..........................................             (59.3)          (84.5)          277.3
Corporate and Other......................................              20.9            34.9            77.6
                                                               --------------  --------------  --------------
Total segment revenues...................................           2,560.1         2,502.9         2,915.1
Net realized investment gains (losses)...................            (107.6)          (72.4)           89.2
Other non-recurring revenue items........................               0.4             3.8             4.6
                                                               --------------  --------------  --------------
Total revenues...........................................        $  2,452.9      $  2,434.3      $  3,008.9
                                                               ==============  ==============  ==============

Life and Annuity.........................................        $     78.7      $     79.5      $     20.4
Investment Management....................................             (60.0)           (0.2)           71.0
                                                               --------------  --------------  --------------
Operating segment pre-tax operating income...............              18.7            79.3            91.4
Venture Capital..........................................             (59.3)          (84.5)          277.3
Corporate and Other......................................             (49.8)          (43.2)          (70.4)
                                                               --------------  --------------  --------------
Total segment pre-tax operating income (loss)............             (90.4)          (48.4)          298.3
Applicable income tax expense (benefit)..................             (28.7)          (20.0)           99.1
                                                               --------------  --------------  --------------
Total segment operating income (loss)....................             (61.7)          (28.4)          199.2
Net realized investment gains (losses)...................             (39.3)          (43.0)           62.0
Other non-recurring (losses).............................             (14.7)          (65.9)         (166.4)
                                                               --------------  --------------  --------------
Income (loss) before cumulative effect of accounting
  changes................................................        $   (115.7)     $   (137.3)     $     94.8
                                                               ==============  ==============  ==============

Significant components of Corporate and Other segment pre-tax operating loss follow:

                                                                   2002            2001            2000
                                                               --------------  --------------  --------------

Interest expense (Note 6)................................        $   (31.4)      $   (27.3)      $   (32.7)
Other expenses, net......................................            (18.4)          (15.9)          (37.7)
                                                               --------------  --------------  --------------
Corporate and Other segment pre-tax operating loss.......        $   (49.8)      $   (43.2)      $   (70.4)
                                                               ==============  ==============  ==============

Other non-recurring gains (losses), after income taxes, by segment follow:

                                                                    2002            2001            2000
                                                               --------------  --------------  --------------

Life and Annuity (Note 3)................................        $    15.1       $    --         $  (141.8)
Investment Management (Note 4)...........................             (8.4)          (50.4)           (0.1)
Corporate and Other:
 Management restructuring charges, net of income taxes
 (Note 10)...............................................            (20.1)           --              --
 Early retirement, net of income taxes (Note 10).........             --             (15.5)           --
 Pension adjustment, net of income taxes (Note 10).......             --               2.9            --
 Demutualization expense, net of income taxes (Note 7)...             (1.3)          (23.9)          (14.1)
 Mutual life insurance company equity tax (Note 9).......             --              21.0           (10.4)
                                                               --------------  --------------  --------------
Non-recurring losses.....................................        $   (14.7)      $   (65.9)      $  (166.4)
                                                               ==============  ==============  ==============


3. Life and Annuity Segment

The Life and Annuity segment includes individual life insurance and annuity products, including universal life,
variable life, term life and fixed and variable annuities. It also includes the results of our closed block,
which consists primarily of participating whole life products. Segment information on financial position and
results of operations follows:

                                                      F-9


                                                                                 2002            2001
                                                                                --------------  --------------
Financial Position
Investments.................................................................      $ 14,480.0      $ 12,478.0
Cash and cash equivalents...................................................           924.0           392.1
Receivables.................................................................           236.4            80.6
Deferred policy acquisition costs...........................................         1,234.1         1,123.7
Deferred income taxes.......................................................           328.2           103.2
Goodwill and other intangible assets........................................             6.8             7.1
Other general account assets................................................           192.5           107.3
Separate accounts...........................................................         4,131.7         4,769.6
                                                                                --------------  --------------
Total segment assets........................................................        21,533.7        19,061.6
                                                                                --------------  --------------
Policy liabilities and accruals.............................................        12,695.6        11,853.1
Policyholder deposit funds..................................................         3,237.9         1,351.8
Other general account liabilities...........................................           171.0           247.7
Separate accounts...........................................................         4,131.7         4,764.5
Minority interest...........................................................             1.6             1.0
                                                                                --------------  --------------
Total segment liabilities and minority interest.............................        20,237.8        18,218.1
                                                                                --------------  --------------
Segment net assets..........................................................      $  1,295.9      $    843.5
                                                                                ==============  ==============


                                                                      2002            2001            2000
                                                                 -------------  --------------  --------------
Results of Operations
Premiums.....................................................     $  1,081.9      $  1,112.7      $  1,147.4
Insurance and investment product fees........................          316.2           303.8           302.7
Net investment income........................................          947.6           890.9           791.4
                                                                 -------------  --------------  --------------
Total segment revenues.......................................        2,345.7         2,307.4         2,241.5
                                                                 -------------  --------------  --------------
Policy benefits, including policyholder dividends............        1,867.6         1,812.6         1,775.8
Policy acquisition cost amortization.........................           88.5           122.5           148.5
Intangible asset amortization................................           --               0.4             0.9
Other operating expenses.....................................          310.3           292.1           295.9
                                                                 -------------  --------------  --------------
Total segment benefits and expenses..........................        2,266.4         2,227.6         2,221.1
                                                                 -------------  --------------  --------------
Segment operating income before income taxes and minority
  interest...................................................           79.3            79.8            20.4
Allocated income taxes.......................................           27.7            27.9             7.2
                                                                 -------------  --------------  --------------
Segment operating income before minority interest............           51.6            51.9            13.2
Minority interest in segment operating income................            0.6             0.3            --
                                                                 -------------  --------------  --------------
Segment operating income.....................................     $     51.0      $     51.6      $     13.2
                                                                 =============  ==============  ==============

Premium and fee revenue and related expenses

We recognize life insurance premiums, other than premiums for universal life and certain annuity contracts,
as premium revenue pro rata over the related contract periods. We match benefits, losses and related expenses
with premiums over the related contract periods. 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.

Reinsurance

We use reinsurance agreements to provide for greater diversification of business, allow us to control exposure
to potential losses arising from large risks and provide additional capacity for growth.

We recognize assets and liabilities related to reinsurance ceded contracts on a gross basis. The cost of
reinsurance related to long-duration contracts is accounted for over the life of the underlying reinsured
policies using assumptions consistent with those used to account for the underlying policies.


                                                      F-10



We remain liable to the extent that reinsuring companies may not be able to meet their obligations under
reinsurance agreements in effect. Failure of the reinsurers to honor their obligations could result in losses
to us; consequently, estimates are established for amounts deemed or estimated to be uncollectible. To minimize
our exposure to significant losses from reinsurance insolvencies, we evaluate the financial condition of our
reinsurers and monitor concentration of credit risk arising from similar geographic regions, activities, or
economic characteristics of the reinsurers.

Our reinsurance program varies based on the type of risk, for example:

   •   On direct policies, the maximum of individual life insurance retained by us on any one life is $10 for
       single life and joint first-to-die policies and $12 for joint last-to-die policies, with excess amounts
       ceded to reinsurers.

   •   We reinsure 80% of the mortality risk on the in-force block of the Confederation Life business we
       acquired in December 1997.

   •   We entered into two separate reinsurance agreements in October 1998 and July 1999 to reinsure 80% of the
       mortality risk on a substantial portion of our otherwise retained individual life insurance business.

   •   We reinsure 80% to 90% of the mortality risk on certain new issues of term, universal life, variable
       universal life and whole life products.

   •   We assume and cede business related to the group accident and health block in run-off. While we are not
       writing any new contracts, we are contractually obligated to assume and cede premiums related to existing
       contracts.

Additional information on direct business written and reinsurance assumed and ceded for continuing operations for
the years 2002, 2001 and 2000 follows:

                                                                   2002             2001             2000
                                                               --------------  ---------------  ---------------

Direct premiums..............................................   $   1,137.4      $   1,176.3      $   1,189.6
Premiums assumed from reinsureds.............................          16.9              0.6             26.7
Premiums ceded to reinsurers.................................         (72.4)           (64.2)           (68.9)
                                                               --------------  ---------------  ---------------
Premiums ....................................................   $   1,081.9      $   1,112.7      $   1,147.4
                                                               ==============  ===============  ===============
Percentage of amount assumed to net premiums.................           1.6%             0.1%             2.3%
                                                               ==============  ===============  ===============

Direct policy benefits incurred..............................   $     420.9      $     385.7      $     373.6
Policy benefits assumed from reinsureds......................          21.2             20.9             14.7
Policy benefits ceded to reinsurers..........................         (50.7)           (55.2)           (27.7)
                                                               --------------  ---------------  ---------------
Policy benefits..............................................   $     391.4      $     351.4      $     360.6
                                                               ==============  ===============  ===============

Direct life insurance in-force...............................   $ 112,842.8      $ 105,517.9      $ 100,086.1
Life insurance in-force assumed from reinsureds..............         440.9             28.1          1,562.9
Life insurance in-force ceded to reinsurers..................     (74,265.8)       (69,127.0)       (64,354.3)
                                                               --------------  ---------------  ---------------
Life insurance in-force......................................   $  39,017.9      $  36,419.0      $  37,294.7
                                                               ==============  ===============  ===============
Percentage of amount assumed to net insurance in-force.......           1.1%             0.1%             4.2%
                                                               ==============  ===============  ===============

Irrevocable letters of credit aggregating $40.6 at year-end 2002 have been arranged with commercial banks in
favor of us to collateralize the ceded reserves.

Valley Forge Life Insurance

On July 23, 2002, we acquired the variable life and variable annuity business of Valley Forge Life Insurance
Company (a subsidiary of CNA Financial Corporation), effective July 1, 2002. The business acquired had a total
account value of $557.0 at June 30, 2002. This transaction was effected through a combination of coinsurance
and modified coinsurance. The business acquired generated a loss of $17.2 ($11.2 after income taxes) for the
year 2002.


                                                      F-11


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 production of new business, are deferred. In
connection with the 1997 acquisition of the Confederation Life business, we recognized an asset for the present
value of future profits (PVFP) representing the present value of estimated net cash flows embedded in the
existing contracts acquired. This asset is included in deferred acquisition costs (DAC).

We amortize DAC and PVFP based on the related policy's classification. For individual participating life
insurance policies, DAC and PVFP are amortized in proportion to estimated gross margins. For universal life,
variable universal life and accumulation annuities, DAC and PVFP are amortized in proportion to estimated gross
profits. Policies may be surrendered for value or exchanged for a different one of our products (internal
replacement); the DAC balance associated with the replaced or surrendered policies is amortized to reflect
these surrenders.

The amortization process requires the use of various assumptions, estimates and judgments about the future. The
primary assumptions are expenses, investment performance, mortality and contract cancellations (i.e., lapses,
withdrawals and surrenders). These assumptions are reviewed on a regular basis and are generally based on our
past experience, industry studies, regulatory requirements and judgments about the future. Changes in estimated
gross margins and gross profits based on actual experiences are reflected as an adjustment to total
amortization to date resulting in a charge or credit to earnings. Finally, analyses are performed periodically
to assess whether there are sufficient gross margins or gross profits to amortize the remaining DAC balances.

In the first quarter of 2002, we revised the mortality assumptions used in the development of estimated gross
margins for the traditional participating block of business to reflect favorable experience. This revision
resulted in a non-recurring decrease in deferred policy acquisition cost amortization of $22.1 ($14.4 after
income taxes). In the third quarter of 2002, we revised the long-term market return assumption for the variable
annuity block of business from 8% to 7%. In addition, at the quarter-end we recorded an impairment charge
related to the recoverability of our deferred acquisition cost asset related to the variable annuity business.
The revision in long-term market return assumption and the impairment charge resulted in a $13.5 pre-tax ($8.8
after income taxes) increase in policy acquisition cost amortization expense in the third quarter of 2002.

In the fourth quarter of 2000, we reallocated assets supporting our participating life policies. This asset
reallocation resulted from the execution of our wealth management strategy and the resulting significant change
in the composition of new life insurance annualized premiums and a review of assets appropriate for the closed
block that would be established if we reorganized from a mutual life insurance company to a stock life
insurance company in 2001. This reallocation affected the estimated future gross margins used to determine the
amortization of DAC for participating policies. Accordingly, the revisions to estimated future gross margins
resulted in a non-recurring charge to earnings of $218.2 ($141.8 after income taxes).


                                                      F-12


The activity in deferred policy acquisition costs for the years 2002, 2001 and 2000 follows:

                                                                    2002             2001            2000
                                                                 -------------   --------------  --------------

Direct acquisition costs deferred excluding acquisitions......    $    217.0       $    206.1      $    172.8
Acquisition costs recognized in Valley Forge Life
  acquisition.................................................          48.5             --              --
Costs amortized to expenses:
 Recurring costs related to operations........................         (88.5)          (122.5)         (148.5)
 (Cost) credit related to realized investment gains or losses.           7.2            (10.5)           10.7
 Non-recurring (cost) or credit for change in actuarial
   assumptions................................................          22.1             --            (218.2)
(Cost) or credit offsets to net unrealized investment gains
 or losses included in other comprehensive income.............         (95.9)            28.5          (116.6)
Equity adjustment for policyholder dividend obligation........          --                3.1            --
                                                                 -------------   --------------  --------------
Change in deferred policy acquisition costs...................         110.4            104.7          (299.8)
Deferred policy acquisition costs, beginning of year..........       1,123.7          1,019.0         1,318.8
                                                                 -------------   --------------  --------------
Deferred policy acquisition costs, end of year................    $  1,234.1       $  1,123.7      $  1,019.0
                                                                 =============   ==============  ==============

Policy liabilities and accruals

Future policy benefits are liabilities for life and annuity products. We establish liabilities in amounts
adequate to meet the estimated future obligations of policies in-force. Future policy benefits for traditional
life insurance are computed using the net level premium method on the basis of actuarial assumptions as to
contractual guaranteed rates of interest, mortality rates guaranteed in calculating the cash surrender values
described in such contracts and morbidity. Future policy benefits for variable universal life, universal life
and annuities in the accumulation phase are computed using the deposit-method which is the sum of the account
balance, unearned revenue liability and liability for minimum policy benefits. Future policy benefits for term
and annuities in the payout phase that have significant mortality risk are computed using the net premium
method on the basis of actuarial assumptions at the issue date of these contracts for rates of interest,
contract administrative expenses, mortality and surrenders. We establish liabilities for outstanding claims,
losses and loss adjustment expenses based on individual case estimates for reported losses and estimates of
unreported losses based on past experience.

Policyholder deposit funds are primarily for universal life products and include deposits received from
customers and investment earnings on their fund balances which range from 3.0% to 6.5% at year-end 2002, less
administrative and mortality charges.

Policyholder deposit funds

Policyholder deposit funds primarily consist of annuity deposits received from customers, dividend
accumulations and investment earnings on their fund balances, which range from 1.6% to 12.3%, less
administrative charges.

Fair value of investment contracts

For purposes of fair value disclosures (Note 14), we determine the fair value of guaranteed interest
contracts, by assuming a discount rate equal to the appropriate U.S. Treasury rate plus 150 basis points to
determine the present value of projected contractual liability payments through final maturity. We valued the
fair value of deferred annuities and supplementary contracts without life contingencies with an interest
guarantee of one year or less 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 U.S. Treasury rate plus 150 basis points to determine the
present value of the projected account value of the policy at the end of the current guarantee period.

Deposit type funds, including pension deposit administration contracts, dividend accumulations, and other funds
left on deposit not involving life contingencies, have interest guarantees of less than one year for which
interest


                                                      F-13


credited is closely tied to rates earned on owned assets. For these liabilities, we assume fair value to be
equal to the stated liability balances.

Participating life insurance

Participating life insurance in-force was 45.5% and 50.4% of the face value of total individual life insurance
in-force at year-end 2002 and 2001, respectively. The premiums on participating life insurance policies were
70.4%, 73.5% and 76.2% of total individual life insurance premiums in 2002, 2001, and 2000, respectively.

Funds under management

Activity in annuity funds under management for the years 2002, 2001 and 2000:

                                                                    2002            2001            2000
                                                                --------------  --------------  --------------

Deposits...................................................       $  2,258.4      $  1,492.9      $    687.0
Performance................................................           (338.0)         (563.1)         (415.2)
Fees.......................................................            (58.8)          (67.3)          (78.2)
Benefits and surrenders....................................           (777.3)         (516.6)         (633.4)
                                                                --------------  --------------  --------------
Change in funds under management...........................          1,084.3           345.9          (439.8)
Funds under management, beginning of year..................          4,749.1         4,403.2         4,843.0
                                                                --------------  --------------  --------------
Funds under management, end of year........................       $  5,833.4      $  4,749.1      $  4,403.2
                                                                ==============  ==============  ==============


4. Investment Management Segment

We conduct activities in Investment Management largely through our subsidiary, PXP, comprising two lines of
business — private client and institutional. Through our private client line of business, we provide
investment management services principally on a discretionary basis, with products consisting of open-end
mutual funds and managed accounts. Managed accounts include intermediary programs sponsored and distributed by
non-affiliated broker-dealers and direct managed accounts which are sold and administered by us. Our private
client business also provides transfer agency, accounting and administrative services to most of our open-end
mutual funds.

Through our institutional line of business, we provide discretionary and non-discretionary investment
management services primarily to corporations, multi-employer retirement funds and foundations, as well as to
endowment, insurance and other special purpose funds. In addition, our institutional line of business manages
alternative financial products, including structured finance products and closed-end funds. Structured finance
products include collateralized debt and bond obligations backed by portfolios of public high yield bonds,
emerging markets bonds, commercial mortgage-backed and asset-backed securities or bank loans.

We provide investment management services through our affiliated asset managers. We provide our affiliated
asset managers with a consolidated platform of distribution and administrative support. Each manager has
autonomy with its investment process while we monitor performance and ensure that each manager adheres to its
stated investment style. Assets under management were $53,956, $52,090 and $56,593, of which $14,497, $13,823,
and $13,072 at year-end 2002, 2001 and 2000, respectively, were life company assets.

We report within our Investment Management our minority investment in Aberdeen Asset Management PLC (Aberdeen),
a Scottish investment management company with institutional and retail clients in the United Kingdom, as well
as in continental Europe, Asia, Australia and the U.S. We acquired 21.8% of the common stock of Aberdeen in a
series of transactions from 1996 through May 2001. Aberdeen is a holding of the Phoenix Life general account.


                                                      F-14


Segment information on financial position and results of operations follows:

                                                                                    2002            2001
                                                                                --------------  --------------
Financial Position
Aberdeen equity and debt securities (Note 5)................................      $   172.0       $   205.1
Other investments...........................................................            6.3             4.9
Cash and cash equivalents...................................................           55.7            62.5
Receivables.................................................................           31.6            36.9
Goodwill and other intangible assets........................................          740.5           832.3
Other assets................................................................           21.8            26.8
                                                                                --------------  --------------
Total segment assets........................................................        1,027.9         1,168.5
                                                                                --------------  --------------
Other liabilities...........................................................          136.8           336.6
Minority interest...........................................................            9.0             7.6
                                                                                --------------  --------------
Total segment liabilities and minority interest.............................          145.8           344.2
                                                                                --------------  --------------
Segment net assets..........................................................      $   882.1       $   824.3
                                                                                ==============  ==============

                                                                    2002            2001            2000
                                                                --------------  --------------  --------------
Results of Operations
Investment product fees....................................       $   258.1       $   258.1       $   324.4
Net investment income......................................            10.9            10.1            12.3
                                                                --------------  --------------  --------------
Total segment revenues.....................................           269.0           268.2           336.7
                                                                --------------  --------------  --------------
Intangible asset amortization..............................            32.5            49.0            31.8
Intangible asset impairments...............................            66.3            --              --
Other operating expenses...................................           218.3           212.5           222.9
                                                                --------------  --------------  --------------
Total segment expenses.....................................           317.1           261.5           254.7
                                                                --------------  --------------  --------------
Segment operating income (loss) before income taxes
  and minority interest....................................           (48.1)            6.7            82.0
Allocated income taxes (benefit)...........................            (6.0)            5.6            35.4
                                                                --------------  --------------  --------------
Segment operating income before minority interest..........           (42.1)            1.1            46.6
Minority interest in segment operating income .............            11.9             6.9            11.0
                                                                --------------  --------------  --------------
Segment operating income (loss)............................       $   (54.0)      $    (5.8)      $    35.6
                                                                ==============  ==============  ==============

Investment management fees and mutual fund ancillary fees included in investment product fees are recorded
as income pro-rata during the period in which services are performed. Investment management fees are generally
computed and earned based upon a percentage of assets under management. Investment management fees are paid
pursuant to the terms of the respective investment management contracts, which generally require monthly or
quarterly payments. Management fees contingent upon achieving certain levels of performance are recorded when
earned.

Mutual fund ancillary fees consist of dealer concessions and underwriting fees, distribution fees,
administrative fees, stockholder services agent fees, and accounting fees. Dealer concessions and underwriting
fees earned (net of related expenses) from the distribution and sale of affiliated mutual fund shares and other
securities are recorded on a trade date basis.

In 2002, our Investment Management segment incurred non-recurring charges primarily in connection with
organizational and employment-related costs of $12.9 ($8.4 after income taxes). In 2001, the segment recorded
$86.1 ($52.8 after income taxes) related to our purchase of the PXP minority interest, including PXP's accrual
of non-recurring compensation expenses of $57.0 to cash out restricted stock, $5.5 of related compensation
costs, non-recurring retention costs of $19.7 and non-recurring transaction costs of $3.9. These expenses were
partially offset by non-recurring income from partnership gains of $2.4 after income taxes. In 2000, the
segment incurred a net non-recurring loss of $(0.1), including an insurance recovery on reimbursements made to
two mutual funds in a prior year, ($3.1), offset by a loss on a sublease ($0.7), and expenses associated with
PXP, including a litigation settlement ($1.8) and an expense related to the purchase of its minority interest
($0.7).


                                                      F-15


Business combinations

We acquired a 60% interest in Kayne Anderson Rudnick Investment Management, LLC (Kayne Anderson and Rudnick)
for $102.4 on January 29, 2002; management of the company retained the remaining ownership interest. In
addition to the initial cost of the purchase, we may make a subsequent payment in 2004 based upon growth in
management fee revenue for the purchased business through 2003. We are obligated to purchase an additional 15%
interest in the company by 2007. We allocated $0.3 of the purchase price to tangible net assets acquired and
$102.1 to intangible assets ($58.3 to investment management contracts and $43.8 to goodwill). Kayne Anderson
Rudnick's results of operations for the period from January 30, 2002 through year-end 2002 are included in our
results of operations for the year 2002. Pro forma information for income and earnings as if Kayne Anderson
Rudnick had been owned at the beginning of 2000 is included in Note 1.

In January 2001, we acquired the 44.9% minority interest in PXP for $339.3. Prior to this acquisition, PXP had
been a publicly held company listed on the New York Stock Exchange in which we held a 55.1% interest. In
connection with this acquisition, PXP redeemed all of its outstanding convertible subordinated debentures at a
cost of $38.2 and recorded non-recurring costs of $86.1, consisting of $57.0 to cash out employee stock options
(Note 10), $5.5 of related compensation costs (Note 10), $19.7 for retention bonuses and $3.9 in transaction
costs.

Our purchase price totaled $361.3, which consisted of the purchase of the minority interest for $339.3, the
premium paid by PXP to redeem its debentures of $18.8 and our transaction costs of $3.2. We allocated this
price to the fair value of the tangible net assets acquired ($137.2), investment management contracts ($179.1,
before applicable deferred income taxes of $73.4) and goodwill ($118.4). The weighted average useful life
assigned to the investment management contracts was 13.4 years; the useful life assigned to the goodwill was 40
years.

We acquired a 75% interest in Walnut Asset Management, LLC (Walnut) in January 2001 for $7.5. In addition, we
acquired a 65% interest in Capital West Asset Management, LLC (Capital West) in November 2001 for $5.5. The pro
forma effect of these acquisitions as if they both had been owned at the beginning of 2000 is not material to
our 2001 and 2000 revenues or results of operations. In addition to the initial cost of the Capital West
purchase, we may make a subsequent payment in 2005 based on growth in revenue through 2004. We will also
purchase an additional ownership interest in Capital West by 2007.

The minority interests in each of our less than wholly-owned investment management subsidiaries are subject to
put/call agreements pursuant to which either the minority interest holders or PXP may exercise their respective
rights to buy or sell the minority interests on specified future dates. Initial payments made under these
put/call agreements are recorded as additional purchase price. To the extent that any additional payments are
required, associated with the re-issuance and repurchase of the same interests, the increase in the underlying
value of the shares is recorded as compensation expense. We recorded $34.8 additional purchase price in 2002
related to a put/call agreement that exists with one of our majority-owned subsidiaries.

Goodwill and other intangible assets

At the beginning of 2002, we adopted the new accounting standard for goodwill and other intangible assets,
including amounts reflected in our carrying value of equity-method investments. Under this new standard, we
discontinued recording amortization expense on goodwill and other intangible assets with indefinite lives, but
we continue recording amortization expense for those intangible assets with definite estimated lives. For
goodwill and indefinite-lived intangible assets, we perform impairment tests at the reporting-unit level at
least annually. For purposes of the impairment test, the fair value of the reporting units is based on the sum
of: a multiple of revenue, plus the fair value of the units tangible net fixed assets. Prior to 2002, we
amortized goodwill principally over forty years and investment management contracts and employment contracts
over five to sixteen years and three to seven years, respectively. All amortization expense has been and
continues to be calculated on a straight-line basis.


                                                      F-16


Upon adoption of the new accounting standard, we recorded a before tax cumulative effect charge of $141.7 to
reduce the carrying value of goodwill and other intangible assets with indefinite lives to fair value, of which
$131.3 pertained to our Investment Management segment and $10.4 pertained to an international equity investment
in our Corporate and Other segment (Note 5). After applicable income tax benefits, the charge reduced earnings
by $130.3 or $1.33 per share. In the third quarter of 2002, we performed an impairment test at the Investment
Management segment reporting-unit level and recorded a charge of $66.3 to further reduce the carrying value of
goodwill and other intangible assets.

The gross and net carrying amounts of Investment Management segment goodwill and other intangible assets at
year-end 2002 and 2001 follow:

                                                          2002                              2001
                                             --------------------------------  --------------------------------
                                                Gross              Net             Gross             Net
                                             --------------   ---------------  ---------------  ---------------

Goodwill..................................    $   429.5         $   375.5        $   562.4        $   508.3
Investment management contracts...........        491.0             364.9            418.9            320.5
Other.....................................          1.5               0.1              4.3              3.5
                                             --------------   ---------------  ---------------  ---------------
Goodwill and other intangible assets......    $   922.0         $   740.5        $   985.6        $   832.3
                                             ==============   ===============  ===============  ===============

Estimated intangible asset amortization for the next five years totals $143.0 as follows: 2003, $32.2; 2004,
$31.9; 2005, $30.4; 2006, $25.0 and 2007, $23.5. Of the $364.9 of net identified intangible assets related to
investment management contracts at year-end 2002, $291.7 relates to definite life contracts and $73.2 relates
to indefinite life contracts.

Aberdeen Asset Management

Our ownership of Aberdeen common stock includes 4% of their outstanding shares that we purchased in May 2001
for $46.8 and 18% of their outstanding shares that we purchased between 1996 and 1999 for $62.3. Our ownership
of Aberdeen convertible debt securities includes two issues: $37.5 in 7% convertible subordinated notes issued
in 1996 and $19.0 in 5.875% convertible bonds issued in 2002. The notes mature on March 29, 2003, subject to
four six-month extensions at Aberdeen's option with increasing interest rates for each extension. The bonds
mature in 2007. The conversion prices for both the notes and the bonds are in excess of Aberdeen's common stock
price at year-end 2002. The fair value of our investment in Aberdeen common stock, based on the London Stock
Exchange closing price at year-end 2002 and 2001, was $43.6 and $221.1, respectively. The carrying value of our
investment in Aberdeen on the equity method of accounting totaled $119.3 and $103.9 at year-end 2002 and 2001,
respectively (Note 5). The difference between our investment and our percentage of Aberdeen's net assets
represents goodwill resulting from our acquisition of Aberdeen common stock.

A summary of Aberdeen's financial position on a U.K. GAAP basis of accounting at September 30, 2002 and 2001
(its fiscal year-end, converted to U.S. dollars at 2002 and 2001 exchange rates) and results of its operations
and cash flows for each of the three years ending September 30, 2002 converted to U.S. dollars using the 2002,
2001 and 2000 average exchange rates follows:


                                                      F-17


                                                                                    2002            2001
                                                                                --------------  --------------

Financial Position
Cash and cash equivalents.................................................        $    52.5       $    92.6
Other current assets......................................................             95.8           102.0
Goodwill and other intangible assets......................................            657.8           599.0
Other general account assets..............................................             86.5            71.0
Separate account assets...................................................            411.8            82.2
                                                                                --------------  --------------
Total assets..............................................................          1,304.4           946.8
                                                                                --------------  --------------
Indebtedness..............................................................            429.8           338.3
Other general account liabilities.........................................            129.1           204.7
Separate account liabilities..............................................            411.8            82.2
Preferred stockholders' equity............................................             33.3            47.0
                                                                                --------------  --------------
Total liabilities and preferred stockholders' equity......................          1,004.0           672.2
                                                                                --------------  --------------
Net assets applicable to common stockholders..............................        $   300.4       $   274.6
                                                                                ==============  ==============


                                                                    2002            2001            2000
                                                                --------------  --------------  --------------

Results of Operations
Revenues...................................................       $   289.9       $   264.0       $   179.4
Expenses...................................................           262.8           228.4           126.7
                                                                --------------  --------------  --------------
Income before income taxes.................................            27.1            35.6            52.7
Income taxes...............................................            16.8            13.9            15.2
                                                                --------------  --------------  --------------
Net income.................................................            10.3            21.7            37.5
Preferred stock dividends..................................             1.7             1.8            --
                                                                --------------  --------------  --------------
Net income applicable to common stockholders...............       $     8.6       $    19.9       $    37.5
                                                                ==============  ==============  ==============

Cash Flows
Cash from operating activities.............................       $    20.7       $    35.5       $    65.6
Cash (for) from financing activities.......................            (6.4)          260.6           (16.6)
Cash for investing activities..............................           (53.1)         (293.6)          (37.1)
                                                                --------------  --------------  --------------
Cash flows.................................................       $   (38.8)      $     2.5       $    11.9
                                                                ==============  ==============  ==============

The U.K. investment management industry and the split capital closed-end fund sector in particular have
suffered a significant decline in investor confidence and liquidity since September 2001. Aberdeen has acted as
a manager of certain of these funds and at its 2002 year-end the funds represented 5% of its assets under
management. The U.K. Financial Services Authority has commenced a review of the split capital fund sector,
including Aberdeen's managed funds. The U.K. Financial Ombudsman Service has also commenced a related review of
one of the funds managed by Aberdeen.

On November 1, 2002, Aberdeen announced the results of a strategic review, which concluded that it should focus
on its core strength of active management of equity and fixed income securities. Consistent with the review,
Aberdeen subsequently announced its intentions to divest of a business segment that actively manages property
investments and a conditional agreement to dispose of its rights to manage certain retail funds for cash
consideration of $138.0.

5. Investing Activities

Debt and equity securities

We classify our debt and equity securities as available-for-sale and report them in our balance sheet at
fair value. Fair value is based on quoted market price, where available. When quoted market prices are not
available, we estimate fair value by discounting debt security cash flows to reflect interest rates currently
being offered on


                                                      F-18


similar terms to borrowers of similar credit quality (private placement debt securities), by quoted market
prices of comparable instruments (untraded public debt securities) and by independent pricing sources or
internally developed pricing models (equity securities). Prior to 2001, we classified private placement debt
securities as held-to-maturity and reported them at amortized cost, less any impairment. In connection with our
conversion to a public company, in 2001 we reclassified these securities, when their carrying value was
$2,338.8, to available-for-sale and recorded a $162.0 unrealized gain ($83.9 unrealized gain after offsets for
applicable deferred policy acquisition costs and deferred income taxes) in other comprehensive income.

Fair value and cost of our debt securities at year-end 2002 and 2001 follow:

                                                           2002                              2001
                                              -------------------------------  --------------------------------
                                               Fair Value          Cost          Fair Value          Cost
                                              --------------  ---------------  ---------------  ---------------

U.S. government and agency................    $      461.6     $      431.3     $      269.2     $      256.0
State and political subdivision...........           534.7            481.9            531.6            508.6
Foreign government........................           183.9            168.4            326.7            293.7
Corporate.................................         5,432.5          5,081.0          4,332.1          4,290.3
Mortgage-backed...........................         3,099.9          2,901.9          2,540.2          2,476.6
Other asset-backed........................         2,128.8          2,122.1          1,607.9          1,648.4
                                              --------------  ---------------  ---------------  ---------------
Debt securities...........................    $   11,841.4     $   11,186.6     $    9,607.7     $    9,473.6
                                              ==============  ===============  ===============  ===============

Amounts applicable to the closed block....    $    6,418.0     $    5,939.8     $    5,739.5     $    5,630.7
                                              ==============  ===============  ===============  ===============

For mortgage-backed and other asset-backed debt securities, we recognize income using a constant effective
yield based on anticipated prepayments and the estimated economic lives of the securities. When actual
prepayments differ significantly from anticipated prepayments, the effective yield is recalculated to reflect
actual payments to date and any resulting adjustment is included in net investment income. For certain
asset-backed securities, changes in estimated yield are recorded on a prospective basis and specific valuation
methods are applied to these securities to determine if there has been an other-than-temporary decline in
value.

We owned no non-income producing debt securities at year-end 2002 or 2001.

Fair value and cost of our equity securities at year-end 2002 and 2001 follow:

                                                          2002                              2001
                                            ---------------------------------  --------------------------------
                                              Fair Value           Cost          Fair Value          Cost
                                            ---------------   ---------------  ---------------  ---------------

Hilb, Rogal and Hamilton common stock.....    $   159.3         $    65.1        $    --          $    --
Other equity securities...................        231.9             197.1            290.9            270.4
                                            ---------------   ---------------  ---------------  ---------------
Equity securities.........................    $   391.2         $   262.2        $   290.9        $   270.4
                                            ===============   ===============  ===============  ===============

Amounts applicable to the closed block....    $    --           $    --          $    --          $    --
                                            ===============   ===============  ===============  ===============

Hilb, Rogal and Hamilton Company (HRH) is a Virginia-based property and casualty insurance and employee benefit
products distributor, traded on the New York Stock Exchange; we owned 6.4% of its common shares, as well as
convertible debt securities, and, prior to November 2002, we had a contractual right to designate two nominees
for election to its board of directors. In November 2002, we completed a transaction where it is no longer
appropriate to consider HRH as an affiliate for accounting and reporting purposes.

Our ownership of HRH included common stock and convertible notes, which we received when we sold our property
and casualty insurance distribution business to HRH in 1999. The common stock and the notes, if converted,
would have represented 16.8% of HRH's common stock outstanding.


                                                      F-19


On November 12, 2002, we converted our HRH note into shares of HRH common stock, when our total HRH holdings
had a total fair value of $167.1. On the following day, we sold shares of HRH common stock in a secondary
public offering for $23.5 and issued stock purchase contracts, which require us to deliver shares of HRH common
stock on November 13, 2005, for $133.9 (Note 6).

As a result of these transactions, we recorded a gross realized investment gain of $15.3 in 2002 and a gross
deferred investment gain of $91.8. Net of offsets for applicable deferred policy acquisition costs and deferred
income taxes, our realized gain was $6.4 and our deferred gain was $32.4. We calculated our gains using the
specific identification of the securities sold. The deferred gain will be realized on settlement of the stock
purchase contracts in the fourth quarter of 2005. At year-end 2002, we held 3,895,120 shares of HRH common
stock, with a fair value of $159.3, including 3,622,500 shares in support of the stock purchase contracts.

Gross and net unrealized gains and losses from debt and equity securities at year-end 2002 and 2001 follow:

                                                             2002                            2001
                                                -------------------------------  ------------------------------
                                                    Gains           Losses           Gains          Losses
                                                --------------   --------------  --------------  --------------

U.S. government and agency..................      $    30.5        $    (0.2)      $    13.3       $    (0.1)
State and political subdivision.............           53.1             (0.3)           24.7            (1.7)
Foreign government..........................           20.2             (4.7)           34.1            (1.1)
Corporate...................................          442.8            (91.3)          145.5          (103.7)
Mortgage-backed.............................          198.5             (0.5)           73.1            (9.5)
Other asset-backed..........................           85.0            (78.3)           34.3           (74.8)
                                                --------------   --------------  --------------  --------------
Debt securities gains and losses............      $   830.1        $  (175.3)      $   325.0       $  (190.9)
                                                ==============   ==============  ==============  ==============
Equity securities gains and losses..........      $   144.4        $   (15.4)      $    52.4       $   (31.9)
                                                ==============   ==============  ==============  ==============
Net gains...................................      $   783.8                        $   154.6
                                                ==============                   ==============

Mortgage loans and real estate

We report mortgage loans at unpaid principal balances, net of valuation reserves on impaired mortgages. We
consider a mortgage loan to be impaired if we believe it is probable that we will be unable to collect all
amounts of contractual interest and principal as scheduled in the loan agreement. We do not accrue interest
income on impaired mortgage loans when the likelihood of collection is doubtful.

For purpose of fair value disclosures (Note 14), we estimated the fair value of mortgage loans by discounting
the present value of scheduled loan payments. We based the discount rate on the comparable U.S. Treasury rates
for loan durations plus spreads of 130 to 800 basis points, depending on our internal quality ratings of the
loans. For in-process-of-foreclosure or defaulted loans, we estimated fair value as the lower of the underlying
collateral value or the loan balance.

Our mortgage loans are diversified by property type, location and borrower. Mortgage loans are collateralized
by the related properties and are generally no greater than 75% of the properties' value at the time the loans
are originated. The fair values of our investments in mortgage loans and real estate by property type and
geographic region and the fair value of our mortgage loans at year-end 2002 and 2001 follow:


                                                      F-20


                                                        Mortgage Loans                    Real Estate
                                                 ------------------------------  ------------------------------
                                                      2002            2001            2002            2001
                                                 --------------  --------------  --------------  --------------

Property type:
Apartment buildings.........................       $   159.0       $   171.0       $    51.9       $    50.4
Office buildings............................           131.5           155.4            15.1            25.2
Retail stores...............................           151.5           170.4             2.6             7.5
Industrial buildings........................            42.2            52.0            --              --
Other.......................................             0.1             2.0            --              --
                                                 --------------  --------------  --------------  --------------
Subtotal....................................           484.3           550.8            69.6            83.1
Less: valuation allowances..................            15.5            15.0            --              --
                                                 --------------  --------------  --------------  --------------
Mortgage loans and real estate..............       $   468.8       $   535.8       $    69.6       $    83.1
                                                 ==============  ==============  ==============  ==============

Amounts applicable to the closed block......       $   373.2       $   386.5       $    --         $    --
                                                 ==============  ==============  ==============  ==============

Geographic region:
Northeast...................................      $    86.8        $   116.5       $    50.1       $    54.4
Southeast...................................          123.3            130.5            --              --
North central...............................          122.8            134.8             0.4             0.4
South central...............................           96.5            101.7            13.5            13.0
West........................................           54.9             67.3             5.6            15.3
                                                ---------------  -------------   --------------  --------------
Subtotal ...................................          484.3            550.8            69.6            83.1
Less: valuation allowances..................           15.5             15.0            --              --
                                                ---------------  -------------   --------------  --------------
Mortgage loans and real estate..............      $   468.8        $   535.8       $    69.6       $    83.1
                                                ===============  =============   ==============  ==============

Fair value of mortgage loans................      $   488.2        $   554.1
                                                ===============  =============

The carrying values of delinquent and in-process-of-foreclosure mortgage loans at year-end 2002 and 2001 were
$5.6 and $5.6, respectively. The carrying values of mortgage loans on which the payment terms have been
restructured or modified were $29.5 and $31.1 at year-end 2002 and 2001, respectively. We have provided
valuation allowances for delinquent, in-process-of-foreclosure and restructured or modified mortgage loans.
Activity in valuation allowances, which have been deducted in arriving at mortgage loan and real estate
carrying values, for the years 2002, 2001 and 2000 follows:

                                                        Mortgage Loans                     Real Estate
                                            --------------------------------------- ---------------------------
                                               2002         2001          2000          2001          2000
                                            ------------ ------------ ------------- ------------- -------------

Valuation allowance, beginning of year.....  $    15.0    $     9.1     $    14.3     $     9.3     $     3.2
Additions charged to income................        0.6          6.1           1.8          --             6.1
Deductions for write-offs and disposals....       (0.1)        (0.2)         (7.0)         (9.3)         --
                                            ------------ ------------ ------------- ------------- -------------
Valuation allowance, end of year...........  $    15.5    $    15.0     $     9.1     $    --       $     9.3
                                            ============ ============ ============= ============= =============

Interest income on restructured mortgage loans that would have been recorded in accordance with the original
terms of such loans amounted to $3.5, $3.6 and $3.9 in 2002, 2001 and 2000, respectively. Actual interest
income on these loans included in net investment income was $2.7, $2.4 and $3.1 in 2002, 2001 and 2000,
respectively. The amount of interest foregone by non-income producing mortgage loans was $0.6 for the year
2002. There were no non-income producing mortgage loans during 2001.

Venture capital partnerships

We invest as a limited partner in venture capital limited partnerships. These partnerships focus on early-stage
ventures, primarily in the information technology and life science industries and leveraged buyout funds. We
also have direct equity investments in leveraged buyouts and corporate acquisitions.


                                                      F-21


We record our equity in the earnings of venture capital partnerships in net investment income using the most
recent financial information received from the partnerships and estimating the earnings for any lag in
reporting. In the first quarter of 2001, we changed our accounting for venture capital partnership earnings to
eliminate the quarterly lag in information provided to us. We did this by estimating the change in our share of
partnership earnings for the quarter. This change resulted in a $75.1 charge ($48.8 charge after income taxes),
representing the cumulative effect of this accounting change on the fourth quarter of 2000.

To estimate the net equity in earnings of the venture capital partnerships for each quarter, we developed a
methodology to estimate the change in value of the underlying investee companies in the venture capital
partnerships. For public investee companies, we used quoted market prices at the end of each quarter, applying
liquidity discounts to these prices in instances where such discounts were applied in the underlying
partnerships' financial statements. For private investee companies, we applied a public industry sector index
to roll the value forward each quarter. We apply this methodology consistently each quarter with subsequent
adjustments to reflect market events reported by the partnerships (e.g., new rounds of financing, initial
public offerings and writedowns by the general partners). Our methodology recognizes both downward and upward
change in value of the underlying investee companies, but we do not exceed the last reported value by the
partnerships. In addition, we annually revise the valuations we have assigned to the investee companies to
reflect the valuations in the audited financial statements received from the venture capital partnerships.

Our venture capital earnings are subject to variability. The components of net investment income related to
venture capital partnerships for the years 2002, 2001 and 2000 follow:

                                                                    2002            2001             2000
                                                                --------------  --------------   --------------

Net realized gains (losses) on partnership cash and stock
  distributions............................................       $    (4.7)      $    17.8        $   223.3
Partnership operating expenses.............................            (7.4)           (6.4)            (7.7)
Net unrealized gains (losses) on partnership investments...           (47.2)          (95.9)            61.7
                                                                --------------  --------------   --------------
Venture capital partnership net investment income (loss)...       $   (59.3)      $   (84.5)       $   277.3
                                                                ==============  ==============   ==============

Our investments in venture capital partnerships at year-end 2002 and 2001 by type of investment follow:

                                                                                    2002            2001
                                                                                --------------  --------------

Technology................................................................        $    25.0       $    41.3
Telecommunications........................................................             10.2            19.1
Biotechnology.............................................................             11.1            14.1
Health care...............................................................              9.2            10.7
Consumer and business products and services...............................             45.9            46.6
Financial services........................................................             28.1            30.3
Other.....................................................................             50.6            57.8
                                                                                --------------  --------------
Private holdings..........................................................            180.1           219.9
Public holdings...........................................................             23.0            39.8
Cash and cash equivalents.................................................             22.4            22.5
Other.....................................................................              3.1             9.5
                                                                               --------------  --------------
Venture capital partnerships..............................................        $   228.6       $   291.7
                                                                                ==============  ==============

Unfunded commitments......................................................        $   154.7       $   166.8
                                                                                ==============  ==============

Amounts applicable to the closed block:
Venture capital partnerships..............................................        $     0.8       $    --
                                                                                ==============  ==============
Unfunded commitments......................................................        $     3.4       $    --
                                                                                ==============  ==============

The unfunded commitments can be drawn down by the various venture capital partnerships as necessary to fund
their portfolio investments.


                                                      F-22


Investment activity in venture capital partnerships for the years 2002, 2001 and 2000 follows:

                                                                    2002            2001            2000
                                                                --------------  --------------  --------------

Capital invested...........................................       $    43.0       $    47.0       $    96.9
Equity in partnership earnings (losses)....................           (59.3)          (84.5)          277.3
Cumulative effect of accounting change.....................            --             (75.1)           --
Realized loss on partnerships being sold...................            (5.1)           --              --
Distributions of earnings received.........................           (14.2)          (30.5)         (222.4)
Distributions of capital received..........................           (27.5)          (32.5)          (22.6)
                                                                --------------  --------------  --------------
Change in venture capital partnerships.....................           (63.1)         (175.6)          129.2
Venture capital partnership investments, beginning
  of year..................................................           291.7           467.3           338.1
                                                                --------------  --------------  --------------
Venture capital partnership investments, end of year.......       $   228.6       $   291.7       $   467.3
                                                                ==============  ==============  ==============

In February 2003, we reached an agreement to sell a 50% interest in certain of our venture capital partnerships
to an outside party and transfer the remaining 50% interest to our closed block. The carrying value of the
partnerships being sold and transferred totaled $53.5 after realizing a loss of $5.1 in year 2002 to reflect
the proceeds being received. The unfunded commitments of the partnerships being sold and transferred totaled
$28.1; the outside party and the closed block will each fund half of these commitments.

Affiliate equity and debt securities

Our investments in affiliate equity and debt securities represent investments in operating entities in which
we own less than a majority of the outstanding common stock and where we exercise significant influence over
the operating and financial policies of the companies. We use the equity method of accounting for our
investments in common stock of these affiliates; we use fair value to report our investments in these
affiliates' debt securities. For years prior to 2001, we considered our investments in Aberdeen and HRH debt
securities as being held-to-maturity and reported them at amortized cost. In 2001, we transferred these
securities to the available-for-sale category and recorded a $110.6 unrealized gain ($71.9 unrealized gain
after income taxes).

Carrying value and cost of investments in affiliates at year-end 2002 and 2001 follow:

                                                            2002                            2001
                                               -------------------------------  ------------------------------
                                                 Carrying                         Carrying
                                                   Value            Cost            Value           Cost
                                               --------------   --------------  --------------  --------------

 Aberdeen common stock....................      $   119.3        $   109.1       $   103.9       $   109.1
 Aberdeen 7% convertible notes............           37.5             37.5           101.2            37.5
 Aberdeen 5.875% convertible bonds........           15.2             21.2            --              --
 HRH common stock.........................           --               --              18.7            15.9
 HRH 5.25% convertible notes..............           --               --              78.9            32.0
 Other....................................           15.4             26.5            27.9            13.4
                                               --------------   --------------  --------------  --------------
Affiliate debt and equity securities......      $   187.4        $   194.3       $   330.6       $   207.9
                                               ==============   ==============  ==============  ==============

The fair value based on quoted market price of our equity investment in Aberdeen was $43.6 and $221.1 at
year-end 2002 and 2001. See Note 4 for further information on Aberdeen.

We evaluate our equity method investments for an other than temporary impairment at each balance sheet date
considering quantitative and qualitative factors including quoted market price of underlying equity securities,
the duration the carrying value is in excess of fair value and historical and projected earnings and cash flow
capacity.

Sources of equity in earnings of and interest earned from investments in affiliates for the years 2002, 2001
and 2000 follow:


                                                      F-23


                                                                    2002            2001             2000
                                                                --------------  --------------  ---------------

Aberdeen common stock dividends............................       $     3.8       $     6.3            $5.0
Equity in Aberdeen undistributed income (loss).............             2.3            (0.5)            2.0
Aberdeen 7% convertible notes..............................             2.6             2.6             2.6
Aberdeen 5.875% convertible bonds..........................             1.2            --              --
HRH common stock dividends.................................             0.5             0.6             0.6
Equity in HRH undistributed income.........................             2.5             1.9             0.6
HRH 5.25% convertible notes................................             1.3             1.7             1.7
Other......................................................            (3.2)           (0.1)           (0.8)
                                                                --------------  --------------  ---------------
Affiliate investment income................................       $    11.0       $    12.5       $    11.7
                                                                ==============  ==============  ===============

In connection with the adoption of a new accounting standard for goodwill and other intangible assets (Note 4),
we recorded a charge of $10.4 ($10.4 after income taxes) as the cumulative effect adjustment to reduce the
carrying value of goodwill to its fair value for our equity investment in an Argentine financial services
company in which we have a 50% interest that is reflected in the other category above.

Policy loans and other invested assets

Policy loans are carried at their unpaid principal balances and are collateralized by the cash values of the
related policies. For purposes of fair value disclosures (Note 14), we estimate the fair value of fixed rate
policy loans by discounting the present value of loan interest and loan repayments. We base the discount rate
on the 10-year U.S. Treasury rate. We assume that loan interest payments are made at the fixed rate less 17.5
basis points and that loan repayments only occur as a result of anticipated policy lapses. For variable rate
policy loans, we consider the unpaid loan balance as fair value, as interest rates on these loans are reset
annually based on market rates.

Other investments primarily include leveraged lease investments and other partnership and joint venture
interests. Leveraged lease investments represent the net amount of the estimated residual value of the lease
assets, rental receivables and unearned and deferred income to be allocated over the lease term. Investment
income is calculated using the interest method and is recognized only in periods in which the net investment is
positive. Other partnership and joint venture interests in which we do not have control or a majority ownership
interest are recorded using the equity method of accounting. These investments include affordable housing,
mezzanine and other partnership interests.

Our derivative instruments primarily include interest rate swap agreements. We report these contracts at fair
values, which are based on current settlement values. These values are determined by brokerage quotes that
utilize pricing models or formulas based on current assumptions for the respective agreements.

Other invested assets at year-end 2002 and 2001 follow:

                                                                                    2002            2001
                                                                                --------------  --------------

Transportation and other equipment leases.................................        $    66.0       $    85.0
Separate account equity investments.......................................             36.0            54.6
Mezzanine partnerships....................................................             45.4            37.1
Affordable housing partnerships...........................................             25.7            28.2
Derivative instruments (Note 14)..........................................             52.7            20.6
Other affiliate investments...............................................             20.1             9.6
Equity investments in collateralized obligations..........................             17.8            18.8
Other partnership interests...............................................             75.2            39.0
                                                                                --------------  --------------
Other invested assets.....................................................        $   338.9       $   292.9
                                                                                ==============  ==============


                                                      F-24


Net investment income

Sources of net investment income for the years 2002, 2001 and 2000 follow:

                                                                    2002            2001            2000
                                                                --------------  --------------  --------------

Debt securities............................................       $   727.3       $   672.8       $   601.2
Equity securities..........................................             4.2             5.2            13.3
Mortgage loans.............................................            40.4            45.0            54.6
Real estate................................................            13.9            16.1             9.2
Venture capital partnerships...............................           (59.3)          (84.5)          277.3
Affiliate debt and equity securities.......................            11.0            12.5            11.7
Other invested assets......................................             3.2             7.1             3.4
Policy loans...............................................           171.8           168.6           157.4
Cash and cash equivalents..................................            11.9            15.2            27.5
                                                                --------------  --------------  --------------
Total investment income....................................           924.4           858.0         1,155.6
Less: investment expenses..................................             9.2            10.4            14.3
                                                                --------------  --------------  --------------
Net investment income......................................       $   915.2       $   847.6        $1,141.3
                                                                ==============  ==============  ==============

Net realized investment gains (losses)

We recognize realized investment gains and losses on asset dispositions, when declines in fair value of debt
and equity securities whose value, in our judgment, is considered to be other-than-temporarily impaired are
written down to fair value as a charge to realized losses included in net income. The cost basis of these
written down investments is adjusted to fair value at the date the determination of impairment is made. The new
cost basis is not changed for subsequent recoveries in value. The closed block policyholder dividend
obligation, applicable deferred policy acquisition costs, and applicable income taxes are reported separately
as components of net income.

Effective April 1, 2001, we adopted a new accounting pronouncement for securitized financial instruments. This
pronouncement requires investors in certain asset-backed securities to record changes in their estimated yield
on a prospective basis and to apply specific valuation methods to these securities to determine if there has
been an other-than-temporary decline in value. Upon adoption of this pronouncement, we recorded a $31.6 charge
($20.5 charge after income taxes) as the cumulative effect of an accounting change.


                                                      F-25


Sources and types of net realized investment gains (losses) for the years 2002, 2001 and 2000 follow:

                                                                    2002            2001            2000
                                                                --------------  --------------  --------------

Debt securities............................................       $  (122.9)      $   (72.6)      $    (7.5)
Equity securities..........................................            (9.8)           --              --
Mortgage loans.............................................            (0.6)           (6.1)           (1.8)
Real estate................................................            --              --              (6.1)
Venture capital partnerships...............................            (5.1)           --              --
Other invested assets......................................           (22.0)           (3.7)           --
                                                                --------------  --------------  --------------
Impairment losses..........................................          (160.4)          (82.4)          (15.4)
                                                                --------------  --------------  --------------
Debt securities gains......................................            94.3            53.2             9.6
Debt securities losses.....................................           (45.9)          (31.5)          (56.5)
Equity securities gains....................................            24.5            12.2           178.2
Equity securities losses...................................           (22.4)          (21.0)          (31.4)
Mortgage loans.............................................             0.2             7.1             4.8
Real estate................................................             4.0            (2.5)            1.8
Other invested assets......................................            (1.9)           (7.5)           (1.9)
                                                                --------------  --------------  --------------
Net transaction gains......................................            52.8            10.0           104.6
                                                                --------------  --------------  --------------
Net realized investment gains (losses).....................       $  (107.6)      $   (72.4)      $    89.2
                                                                ==============  ==============  ==============
Closed block applicable policyholder dividend obligation
  (reduction)..............................................           (40.3)          (15.4)           --
Applicable deferred acquisition costs (benefit)............            (7.2)           10.5           (10.7)
Applicable deferred income taxes (benefit).................           (20.8)          (24.5)           32.9
                                                                --------------  --------------  --------------
Offsets to realized investment gains (losses)..............           (68.3)          (29.4)           22.2
                                                                --------------  --------------  --------------
Net realized investment gains (losses) included in
  net income...............................................       $   (39.3)      $   (43.0)      $    67.0
                                                                ==============  ==============  ==============

Unrealized investment gains (losses)

We recognize unrealized investment gains and losses on investments in debt and equity securities that we
classify as available-for-sale. These gains and losses are reported as a component of other comprehensive
income, net of the closed block policyholder dividend obligation, applicable deferred policy acquisition costs
and applicable deferred income taxes.

Sources of net unrealized investment gains (losses) for the years 2002, 2001 and 2000 follow:

                                                                   2002             2001             2000
                                                              ---------------  ---------------  ---------------

Debt securities............................................     $    520.7       $     89.7       $    213.8
Equity securities..........................................          108.5            (23.8)           (98.6)
Affiliate debt securities..................................         (116.5)           110.6             --
Other investments .........................................           (2.4)             3.6             (0.6)
                                                              ---------------  ---------------  ---------------
Net unrealized investment gains............................     $    510.3       $    180.1       $    114.6
                                                              ===============  ===============  ===============

Net unrealized investment gains............................     $    510.3       $    180.1       $    114.6
                                                              ---------------  ---------------  ---------------
Applicable policyholder dividend obligation................          369.4            108.8             --
Applicable deferred policy acquisition costs...............           95.9            (28.5)           116.6
Applicable deferred income taxes (benefit).................           15.8             33.9             (0.7)
                                                              ---------------  ---------------  ---------------
Offsets to net unrealized investment gains.................          481.1            114.2            115.9
                                                              ---------------  ---------------  ---------------
Net unrealized investment gains (losses)
  included in other comprehensive income (Note 11).........     $     29.2       $     65.9       $     (1.3)
                                                              ===============  ===============  ===============


                                                      F-26


Cash flows

Investment purchases, sales, repayments and maturities for the years 2002, 2001 and 2000 follow:

                                                                   2002             2001             2000
                                                              ---------------  ---------------  ---------------

Debt security purchases....................................     $ (4,730.0)      $ (3,531.3)      $ (1,775.4)
Equity security purchases..................................          (59.8)           (72.8)          (130.5)
Venture capital partnership investments....................          (43.0)           (47.0)           (96.9)
Affiliate equity and debt security purchases...............          (28.0)           (46.8)            --
Other invested asset purchases.............................          (73.0)           (57.1)           (44.7)
Policy loan advances, net..................................          (23.7)           (67.0)           (62.7)
                                                              ---------------  ---------------  ---------------
Investment purchases.......................................     $ (4,957.5)      $ (3,822.0)      $ (2,110.2)
                                                              ===============  ===============  ===============

Debt securities sales......................................     $  1,807.6       $  1,219.4       $    921.9
Debt securities maturities and repayments..................        1,305.6            824.6            526.0
Equity security sales......................................          139.3            114.6            515.4
Mortgage loan maturities and principal repayments..........           67.7             58.7            126.6
Venture capital partnership capital distributions..........           28.5             30.7             37.9
Real estate and other invested assets sales................           69.9             36.8             26.6
                                                              ---------------  ---------------  ---------------
Investment sales, repayments and maturities................     $  3,418.6       $  2,284.8       $  2,154.4
                                                              ===============  ===============  ===============

The maturities of debt securities and mortgage loans, by contractual sinking fund payment and maturity, at
year-end 2002 are summarized in the following table. 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,
we may have the right to put or sell the obligations back to the issuers and mortgage loans may be refinanced.
We did not refinance any mortgage loans during 2002 or 2001.

                                                                                  Affiliate
                                                    Debt           Mortgage          Debt
                                                 Securities          Loans        Securities         Total
                                                --------------   --------------  --------------   -------------

 Due in one year or less.....................   $   1,045.7      $      84.9     $      37.5      $   1,168.1
 Due after one year through five years.......       3,616.4            240.5            21.2          3,878.1
 Due after five years through ten years......       2,663.6             73.5            --            2,737.1
 Due after ten years.........................       3,860.9             69.9            --            3,930.8
                                                --------------   --------------  --------------  -------------
 Total.......................................   $  11,186.6      $     468.8     $      58.7      $  11,714.1
                                                ==============   ==============  ==============   =============


6. Financing Activities

Stock purchase contracts

We have recorded our stock purchase contract obligation as a liability on our balance sheet at estimated
settlement amount. This liability includes a premium representing the fair value of a net purchased option
contained in the purchase contract. The fair value of the premium on the net purchased option is being
amortized over the life of the purchase contract. Contract adjustment payments on the purchase contracts are
recorded in other expenses in our statement of income.

In November 2002, we issued 3,622,500 stock purchase contracts in a public offering at $38.10 per contract
($138.0 aggregate) and raised net proceeds of $133.9. The stock purchase contracts are prepaid forward
contracts issued by us that will be settled in shares of HRH common stock. Under each purchase contract, we
will make quarterly contract adjustment payments at the annual rate of 7.00% of the stated contract amount. In
2002, we recognized $1.0 in other expenses for accrued contract adjustment payments.


                                                      F-27


We are obligated to deliver shares of HRH common stock to holders of the stock purchase contracts in November
2005. The number of HRH common shares that we are obligated to deliver will be based on the volume
weighted-average daily trading price of HRH common stock over the 20-trading day period ending on the third
trading day prior to November 13, 2005. The maximum number of HRH common shares that we are obligated to
deliver, subject to anti-dilution adjustments, is 3,622,500, or one share of HRH common stock per purchase
contract. The minimum number is 2,969,363 shares, or 0.8197 share of HRH common stock per purchase contract. We
have pledged 3,622,500 shares of HRH common stock as collateral for our obligations under the purchase
contracts (Note 5).

Indebtedness

We have recorded indebtedness at unpaid principal balances of each instrument. In connection with our senior
unsecured bond offering, we entered into an interest rate swap agreement on half of the offering amount to
reduce market risks from changes in interest rates. We have recorded the interest rate swap at fair value based
on the settlement value of the swap. For purposes of fair value disclosures (Note 14), we have determined the
fair value of indebtedness based on contractual cash flows discounted at market rates for surplus notes and on
quoted market prices for bonds and equity units.

Carrying value and fair value of indebtedness at year-end 2002 and 2001 follow:

                                                          2002                              2001
                                            ---------------------------------  --------------------------------
                                               Carrying            Fair           Carrying           Fair
                                                Value             Value            Value            Value
                                            ---------------   ---------------  ---------------  ---------------

Surplus notes............................     $   175.0         $   182.5        $   175.0        $   183.4
Equity units.............................         153.7             156.5             --               --
Senior unsecured bonds...................         300.0             259.8            300.0            301.2
Interest rate swap (Note 14).............          15.6              15.6             (0.8)            (0.8)
Bank credit facility.....................          --                --              125.1            125.1
                                            ---------------   ---------------  ---------------  ---------------
Total indebtedness.......................     $   644.3         $   614.4        $   599.3        $   608.9
                                            ===============   ===============  ===============  ===============

Our surplus notes are an obligation of Phoenix Life and are due December 1, 2006. Interest payments are at an
annual rate of 6.95%, require the prior approval of the Superintendent of Insurance of the State of New York
(Superintendent) and may be made only out of surplus funds which the Superintendent determines to be available
for such payments under New York insurance law. The notes have no early redemption provisions. New York
insurance law provides that the notes are not part of the legal liabilities of Phoenix Life.

In December 2002, we issued 6,147,500 of 7.25% equity units in a public offering at $25 per unit for gross
proceeds of $153.7 (net proceeds of $149.1). Each equity unit is composed of an unsecured, subordinated note
and a purchase contract (equity forward on our common stock collateralized by the note). The notes bear
interest at an annual rate of 6.6% and $25 principal amount per note is initially due in February 2008. On or
after November 2005 the notes will be remarketed as senior unsecured obligations and the interest rate will be
reset at that time. The holders of the purchase contracts will be paid a contract adjustment payment at a rate
of 0.65% per year and have agreed to purchase a minimum 2.8343 shares (17,423,859 shares aggregate) and a
maximum of 3.4578 shares (21,256,826 shares aggregate) of our common stock, depending on its quoted market
price, in February 2006. The present value of the future contract adjustment payments of $2.8 has been recorded
as a charge to paid-in capital.

The senior unsecured bonds were issued in December 2001 for gross proceeds of $300.0 (net proceeds of $290.6)
and mature in January 2032. We pay interest at an annual rate of 7.45%. We may redeem any or all of the bonds
from January 2007 at a redemption price equal to 100% of principal plus accrued and unpaid interest to the
redemption date. We also have the right to redeem the bonds in whole in certain circumstances if we are unable
to deduct interest paid on the bonds.


                                                      F-28


In December 2002, we closed on a new $100, 364-day unfunded unsecured senior revolving credit facility. This
facility replaced our $375.0 credit facility, which was terminated upon the pay-down of a $125.0 outstanding
balance. We unconditionally guarantee any loans under the new facility to Phoenix Life and PXP. Base rate loans
would bear interest at the greater of our lead bank's prime commercial rate or effective funds rate plus 0.5%.
Eurodollar rate loans would bear interest at LIBOR plus an applicable margin. Credit facility covenants require
us to maintain a minimum consolidated stockholders' equity of $1,700, a maximum consolidated debt-to-capital
ratio of 30% and, for Phoenix Life, a minimum risk-based capital ratio of 225%. We were in compliance with all
credit facility covenants at year-end 2002. There were no borrowings on this credit line in 2002.

Future minimum annual principal payments on indebtedness at year-end 2002 follow: 2006, $175.0; 2008, $153.7;
and 2032, $300.0.

At year-end 2002, we had $10.6 of standby letters of credit primarily to cover any potential losses on certain
reinsurance.

Interest expense, on our indebtedness including amortization of debt issuance costs, for the years 2002, 2001
and 2000 follows:

                                                                    2002            2001            2000
                                                                --------------  --------------  --------------

Surplus notes..............................................       $    12.2       $    12.2       $    12.2
Equity units...............................................             0.3            --              --
Senior unsecured bonds.....................................            15.5             0.3            --
Bank credit facility and other indebtedness................             3.4            14.8            20.5
                                                                --------------  --------------  --------------
Total interest expense.....................................       $    31.4       $    27.3       $    32.7
                                                                ==============  ==============  ==============

Interest expense paid......................................       $    32.6       $    32.3       $    34.1
                                                                ==============  ==============  ==============

Common stock and stock repurchase program

We have authorization for the issuance of 1,000,000,000 shares of our common stock. In connection with our
demutualization and initial public offering, we issued 106,376,510 common shares (56,178,610 shares to our
policyholders in exchange for their interests in the mutual company and 50,195,900 shares in sales to the
public). After the repurchase of 12,330,000 common shares as treasury stock, we had 94,044,510 shares
outstanding at year-end 2002. We also had 28,130,305 common shares reserved for issuance at that date under the
purchase contracts included with our equity units (21,256,826 shares), our stock option plans (6,300,000
shares) and our restricted stock units (573,477 shares).

We have authorization from our board of directors to repurchase an additional 670,000 shares of our common
stock. At year-end 2002, we had repurchased 12,330,000 shares of our common stock at an average price of $15.83
per share, including 7,871,500 shares in 2002 at an average price of $16.44 per share.

State Farm Mutual Automobile Insurance Company currently owns of record more than five percent of our
outstanding common stock. In 2002, our subsidiaries paid $10.7 as compensation for the sale of their insurance
and annuity products to entities that were either subsidiaries of State Farm or owned by State Farm employees.


                                                      F-29


7. Demutualization and Closed Block

Phoenix Home Life Mutual Insurance Company demutualized on June 25, 2001 by converting from a mutual life
insurance company to a stock life insurance company, became a wholly-owned subsidiary of The Phoenix Companies,
Inc. and changed its name to Phoenix Life Insurance Company (Phoenix Life).

Effective June 30, 2001, we adopted a new accounting pronouncement, which provided guidance on accounting by
insurance enterprises for demutualization, including the emergence of earnings from and the financial
presentation of the closed block established in connection with the demutualization. The pronouncement
specifies that closed block assets, liabilities, revenues and expenses should be displayed with all other
assets, liabilities, revenues and expenses of the insurance enterprise based on the nature of the particular
item, with appropriate disclosures relating to the closed block. We recorded a charge on adoption of $30.3 to
equity representing the establishment of the policyholder dividend obligation along with the corresponding
effect on deferred policy acquisition costs and deferred income taxes.

As specified in the plan of reorganization, Phoenix Life established a closed block as of December 31, 1999 to
preserve over time the reasonable dividend expectations of individual life and annuity policyholders for which
dividends were currently being paid or were expected to be paid under the then-current dividend scale. The
closed block comprises a defined limited group of policies and a defined set of assets, is governed by a set of
operating rules and it will continue in effect as long as any policy in the closed block remains in effect.

Phoenix Life allocated assets to the closed block in an amount we believed sufficient to produce cash flows
which, together with anticipated premiums and other revenues from the policies included in the closed block, we
expect to support payment of obligations relating to these policies. These obligations include the payment of
claims, certain expenses, taxes and policyholder dividends, which we estimated to continue at rates in effect
for 2000.

We use the same accounting principles to account for the participating policies included in the closed block
as we used prior to the date of demutualization. The only accounting policy difference is the establishment of
the policyholder dividend obligation, described below.

The closed block assets, including future assets from cash flows generated by the assets and premiums and other
revenues from the policies in the closed block, will benefit only holders of the policies in the closed block.
The principal cash flow items that affect the amount of closed block assets and liabilities are premiums, net
investment income, investment purchases and sales, policyholder benefits, policyholder dividends, premium taxes
and income taxes. The principal income and expense items excluded from the closed block are management and
maintenance expenses, commissions, investment income and realized investment gains and losses on investments
held outside the closed block that support the closed block business. All of these excluded income and expense
items enter into the determination of total gross margins of closed block policies for the purpose of
amortization of deferred policy acquisition costs.

In our financial statements, we present closed block assets, liabilities, revenues and expenses together with
all other assets, liabilities, revenues and expenses. Within closed block liabilities, we have established a
policyholder dividend obligation to record an additional liability to closed block policyholders for cumulative
closed block earnings in excess of expected amounts calculated at the date of demutualization. These closed
block earnings will not inure to stockholders, but will result in additional future dividends to closed block
policyholders unless otherwise offset by future performance of the closed block that is less favorable than
expected.

As closed block liabilities exceed closed block assets, we have a net closed block liability at each
period-end. This net liability represents the maximum future earning contribution to be recognized from the
closed block and the change in this net liability each period is in the earnings contribution recognized from
the closed block for the period. To the extent that actual cash flows differ from amounts anticipated, we may
adjust policyholder


                                                      F-30


dividends. If the closed block has excess funds, those funds will be available only to the closed block
policyholders. However, if the closed block has insufficient funds to make policy benefit payments that are
guaranteed, the payments will be made from assets outside of the closed block.

Summarized information on closed block assets and liabilities at year-end 2002 and 2001 and inception (December
31, 1999) and closed block revenues and expenses, changes in the policyholder dividend obligation and cash
flows, all for the cumulative period from inception to year-end 2002, the year 2002 and from the date of
demutualization (June 25, 2001) to year-end 2001, follow:

                                                                   2002              2001         Inception
                                                               ---------------  ---------------  --------------

Debt securities............................................     $  6,418.0        $  5,739.5      $  4,773.1
Policy loans...............................................        1,399.0           1,407.1         1,380.0
Mortgage loans.............................................          373.2             386.5           399.0
Venture capital partnerships...............................            0.8              --              --
                                                               ---------------  ---------------  --------------
Total closed block investments.............................        8,191.0           7,533.1         6,552.1
Cash and cash equivalents..................................          200.2             176.6            --
Accrued investment income..................................          110.9             125.6           106.8
Premiums receivable........................................           42.1              41.1            35.2
Deferred income taxes......................................          402.7             392.8           389.4
Other closed block assets..................................           45.2              18.0             6.2
                                                               ---------------  ---------------  --------------
Total closed block assets..................................        8,992.1           8,287.2         7,089.7
                                                               ---------------  ---------------  --------------
Policy liabilities and accruals............................        9,449.0           9,150.2         8,301.7
Policyholder dividends payable.............................          363.4             357.3           325.1
Policyholder dividend obligation...........................          547.3             167.2            --
Other closed block liabilities.............................           24.2              48.8            12.3
                                                               ---------------  ---------------  --------------
Total closed block liabilities.............................       10,383.9           9,723.5         8,639.1
                                                               ---------------  ---------------  --------------
Excess of closed block liabilities over closed block
  assets...................................................     $  1,391.8        $  1,436.3      $  1,549.4
                                                               ===============  ===============  ==============

                                                                 Cumulative          2002            2001
                                                               ---------------  ---------------  --------------

Premiums...................................................     $   3,238.0      $   1,043.2     $     565.7
Net investment income .....................................         1,638.1            562.0           281.1
Net realized investment losses.............................           (79.7)           (49.3)          (18.4)
                                                               ---------------  ---------------  --------------
Total revenues.............................................         4,796.4          1,555.9           828.4
                                                               ---------------  ---------------  --------------
Policy benefits, excluding dividends.......................         3,302.5          1,079.4           580.0
Policyholder dividends.....................................         1,153.0            390.0           190.8
Additional policyholder dividend obligation provision......            23.9             10.7            13.2
Other operating expenses...................................            39.0             10.3             6.1
                                                               ---------------  ---------------  --------------
Total benefits and expenses................................         4,518.4          1,490.4           790.1
                                                               ---------------  ---------------  --------------
Closed block contribution to income before income taxes....           278.0             65.5            38.3
Applicable income taxes....................................            97.7             22.6            13.4
                                                               ---------------  ---------------  --------------
Closed block contribution to income........................     $     180.3      $      42.9     $      24.9
                                                               ===============  ===============  ==============

Unrealized investment gains................................     $     478.2      $     369.4     $      38.5
Revenue in excess of benefits and expenses.................           69.1              10.7            13.2
Revenue in excess of benefits and expenses ($45.2)
  and unrealized investment gains ($70.3) charges to
  retained earnings........................................           --                --             115.5
Policyholder dividend obligation, beginning of period......           --               167.2            --
                                                               ---------------  ---------------  --------------
Policyholder dividend obligation, end of period............     $    547.3       $     547.3     $     167.2
                                                               ===============  ===============  ==============

In addition to the closed block assets, we hold assets outside the closed block in support of closed block
liabilities. We recognize investment earnings on these invested assets, less deferred policy acquisition cost
amortization and allocated expenses, as an additional source of earnings to our stockholders.


                                                      F-31


8. Separate Accounts and Investment Trusts

Separate account products are those for which a separate investment and liability account is maintained on
behalf of the policyholder. Investment objectives for these separate accounts vary by fund account type, as
outlined in the applicable fund prospectus or separate account plan of operations. Our separate account
products include variable annuities and variable life insurance contracts.

Separate account assets and liabilities are primarily 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. Fees assessed to the contractholders for
management services are included in revenues when services are rendered.

Investment trusts are assets held for the benefit of institutional clients which have investments in structured
finance products offered by PXP. Structured finance products include collateralized debt and bond obligations
backed by portfolios of public high yield bonds, emerging market bonds, commercial mortgage-backed and
asset-backed securities and bank loans.

Investment trusts for which PXP is the sponsor and actively manages the assets, and for which there is not a
substantive amount of outside third party equity investment in the trust, are consolidated in the financial
statements. Our financial exposure is limited to our share of equity and bond investments in these vehicles and
there are no financial guarantees from us, or recourse to us, for these investment trusts. Asset valuation
changes are directly offset by changes in the corresponding liabilities. Fees are recorded when management
services provided to the trusts are earned and are included in revenues.

                                                                                    2002             2001
                                                                               ---------------  ---------------

Life and Annuity segment separate accounts............................           $  4,131.7       $  4,769.6
Corporate and Other segment separate accounts.........................                239.5            255.6
                                                                               ---------------  ---------------
Total separate accounts...............................................              4,371.2          5,025.2
                                                                               ---------------  ---------------
Phoenix CDO I ........................................................                150.4            160.1
Phoenix CDO II........................................................                377.2            384.7
Phoenix-Mistic 2002-1 CBO.............................................                894.3             --
                                                                               ---------------  ---------------
Total investment trusts...............................................              1,421.9            544.8
                                                                               ---------------  ---------------
Total separate account assets and investment trusts...................           $  5,793.1       $  5,570.0
                                                                               ===============  ===============

Variable interest entities

A new accounting standard was issued in January 2003 that interprets the existing standards on consolidation.
It clarifies the application of standards of consolidation to certain entities in which equity investors do not
have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial support from other parties (variable
interest entities). Variable interest entities are required to be consolidated by their primary beneficiaries
if they do not effectively disperse risks among all parties involved. The primary beneficiary of a variable
interest entity is the party that absorbs a majority of the entity's expected losses, receives a majority of
its expected residual returns, or both, as a result of holding variable interests. As required, on February 1,
2003, we adopted the new standard for variable interest entities created after January 31, 2003 and for
variable interest entities in which we obtain an interest after January 31, 2003. We will adopt the new
standard on July 1, 2003 for variable interest entities in which we hold a variable interest that we acquired
before February 1, 2003. We are currently evaluating the effect of the adoption on our consolidated financial
statements.

We are involved with various entities in the normal course of business that may be deemed to be variable
interest entities and, as a result, we may hold interests in those entities. We serve as the investment advisor
to eight collateralized bond obligations (CBOs) that were motivated by bond market arbitrage opportunities,
including the


                                                      F-32


three in the table above. The eight CBOs have aggregate assets of $3 billion that are invested in a variety of
fixed income securities and purchased from third parties. The CBOs reside in bankruptcy remote special purpose
entities in which we neither provide recourse or guarantees. Our exposure under the new standard stems from our
debt and equity investments in these CBOs in which affiliates earn advisory fees to manage the CBO portfolios.
Our maximum exposure to loss with respect to the CBOs is $86.1 at year-end.

9. Income Taxes

We recognize income tax expense or benefit based upon amounts reported in the financial statements and the
provisions of currently enacted tax laws. We allocate income taxes to income, other comprehensive income and
additional paid-in capital, as applicable.

We recognize current income tax assets and liabilities for estimated income taxes refundable or payable based
on the current year's income tax returns. We recognize deferred income tax assets and liabilities for the
estimated future income tax effects of temporary differences and carryforwards. Temporary differences are the
differences between the financial statement carrying amounts of assets and liabilities and their tax bases, as
well as the timing of income or expense recognized for financial reporting and tax purposes of items not
related to assets or liabilities. If necessary, we establish valuation allowances to reduce the carrying amount
of deferred income tax assets to amounts that are more likely than not to be realized. We periodically review
the adequacy of these valuation allowances and record any reduction in allowances through earnings.

The allocation of income taxes to elements of comprehensive income (loss) and between current and deferred for
the years 2002, 2001 and 2000 follows:

                                                                    2002            2001              2000
                                                                --------------  --------------  --------------
Income taxes (benefit) applicable to:

Continuing operations......................................       $    (56.8)     $   (106.1)     $     60.3
Discontinued operations....................................             --              --              (5.9)
Cumulative effect of accounting changes....................            (11.4)          (35.2)           --
                                                                --------------  --------------  --------------
Net income (loss)..........................................            (68.2)     $   (141.3)     $     54.4
Other comprehensive income.................................             14.2            31.2            (2.3)
                                                                --------------  --------------  --------------
Comprehensive income (loss)................................       $    (54.0)     $   (110.1)     $     52.1
                                                                ==============  ==============  ==============

Current....................................................       $    (14.4)     $    (58.2)     $    123.2
Deferred...................................................            (39.6)          (51.9)          (71.1)
                                                                --------------  --------------  --------------
Income taxes (benefit) applicable to comprehensive income..       $    (54.0)     $   (110.1)           52.1
                                                                ==============  ==============  ==============

Income taxes paid (received)                                      $    (12.3)     $    (72.0)     $    135.8
                                                                ==============  ==============  ==============

For the years 2002, 2001 and 2000, the effective federal income tax rates applicable to income from continuing
operations differ from the 35.0% statutory tax rate. Items giving rise to the differences and the effects are
as follow:


                                                      F-33


                                                                    2002            2001            2000
                                                                --------------  --------------  --------------

Income taxes (benefit) at statutory rate...................       $   (56.0)      $   (82.7)      $    59.2
Tax advantaged investment income...........................           (12.6)           (7.2)           (6.7)
Non-deductible intangible asset amortization and
  impairments..............................................            19.5             3.2             2.7
Minority interest in income of subsidiaries................            (4.1)           (2.5)           (2.0)
Demutualization expenses...................................             0.2             7.1            --
Other, net.................................................            (3.8)           (3.0)           (3.3)
Differential earnings (mutual life insurance company
  equity tax)..............................................            --             (21.0)           10.4
                                                                --------------  --------------  --------------
Income taxes (benefit) applicable to continuing
  operations...............................................      $    (56.8)      $  (106.1)      $    60.3
                                                                ==============  ==============  ==============
Effective income tax (benefit) rates.......................           (35.5)%         (44.9)%          35.6%
                                                                ==============  ==============  ==============

Deferred income tax assets (liabilities) attributable to temporary differences at year-end 2002 and 2001 follow:

                                                                                    2002            2001
                                                                                --------------  --------------

Deferred income tax assets:
Future policyholder benefits.............................................         $   190.3       $   207.8
Unearned premiums / deferred revenues....................................             129.3           133.6
Policyholder dividend obligation.........................................             113.3            16.3
Employee benefits........................................................             100.6            84.6
Intangible assets........................................................              20.5             5.2
Investments..............................................................              93.3            68.7
Net operating loss carryover benefits....................................              34.7            --
Foreign tax credits carryover benefits...................................               7.0             6.9
Other....................................................................              40.6            30.5
Valuation allowance......................................................              (6.9)           (6.9)
                                                                               --------------  --------------
Gross deferred income tax assets.........................................             722.7           546.7
                                                                               --------------  --------------
Deferred tax liabilities:

Deferred policy acquisition costs........................................           (282.1)         (234.1)
Investments..............................................................           (283.4)         (194.7)
Investment management contracts..........................................           (100.0)         (109.6)
Other ...................................................................            (15.8)           (6.5)
                                                                               --------------  --------------
Gross deferred income tax liabilities....................................           (681.3)         (544.9)
                                                                               --------------  --------------
Deferred income tax asset ...............................................        $    41.4       $     1.8
                                                                               ==============  ==============

We have elected to file a consolidated federal income tax return for 2002 and prior years. Within the
consolidated tax return, we are required by Internal Revenue Service regulations to segregate the entities into
two groups: life insurance companies and non-life insurance companies. We are limited as to the amount of any
operating losses from one group that can be offset against taxable income of the other group. These limitations
affect the amount of any operating loss carryforwards that we have now or in the future.

At year-end 2002, we had net operating losses of $99.1 for federal income tax purposes of which $1.3 expires in
2011, $1.3 expires in 2012, $24.6 expires in 2015, $15.6 expires in 2016 and $56.2 expires in 2017. The
operating losses are primarily attributable to the life insurance group of subsidiaries. We believe that the
tax benefits of these losses will be fully realized before their expiration. As a result, no valuation
allowance has been recorded against the deferred income tax asset resulting from the net operating losses.

At year-end 2002, we had foreign tax credit carryover totaling $7.0, of which $6.9 is scheduled to expire in
2003 and $0.1 expires in 2006. We have recorded a valuation allowance against the deferred tax assets related
to the foreign tax credits schedule to expire in 2003. We expect to realize the benefits of the remaining
foreign tax credits.


                                                      F-34


With the exception of certain foreign tax credits, we have determined, based on our earnings and projected
future taxable income, that it is more likely than not that deferred income tax assets at year-end 2002 and
2001 will be realized.

10. Employee Benefit Plans and Employment Agreements

Stock options

We have stock option plans under which we grant options for a fixed number of common shares to employees,
non-employee directors and certain insurance agents. As a public company prior to January 2001, PXP also had
similar plans. Our options have an exercise price equal to the market value of the shares at the date of grant.
The current accounting standard establishes a fair value based method of accounting for stock-based
compensation plans; however, it permits us to continue to apply the accounting provisions of a previous
standard if we provide certain disclosures. These disclosures are pro forma net income and earnings per share
as if we had applied the fair value method. We account for share option grants in accordance with the previous
standard, as did PXP, and we have included below the pro forma disclosure required by the current standard.

In June 2002, we granted options to employees and non-employee directors. The employee options vest over a
three-year period while the directors' options vested immediately. No options may be exercised until after June
26, 2003, the second anniversary of our initial public offering. All options terminate ten years from date of
grant. The employee option plan authorized the issuance of options up to 5.0% of the total number of common
stock shares outstanding immediately after the initial public offering in June 2001 (5,250,000) plus an
additional 1%, or 1,050,000 shares, for PXP officers and employees, less the number of share options issued
under the directors' plan. The directors' option plan authorized the issuance of options up to 0.5% (525,000)
of the total number of common stock shares outstanding immediately after the initial public offering in June
2001, plus 500,000 shares. PXP granted options to its employees and directors to purchase shares of its common
stock at an option price of not less than 85% of the fair value of the common stock at the time of grant.
Options granted under the PXP plan also vested over a three-year period.

Stock option activity by number of common shares and weighted-average exercise price for the years 2002
(Phoenix) and 2001 and 2000 (PXP) follows:

                                    Phoenix                                      PXP
                                                        -------------------------------------------------------
                                      2002                         2001                        2000
                           ---------------------------  --------------------------- ---------------------------
                              Number         Price         Number         Price        Number         Price
                           -------------- ------------  -------------  ------------ -------------- ------------

Outstanding, beginning
  of year.................      --          $   --         7,007,577     $    7.75     7,927,875     $    7.75
Granted...................    4,456,906         16.20        --              --          665,193          7.54
Exercised.................      --              --           --              --         (893,758)         7.42
Canceled..................      --              --        (7,007,444)         7.75          (100)         7.75
Forfeited.................      (47,348)        16.20           (133)         7.75      (691,633)         7.89
                           --------------               -------------               --------------
Outstanding, end of
     year................     4,409,558     $   16.20        --          $   --        7,007,577     $    7.75
                           ============== ============  =============  ============ ============== ============

In connection with our purchase of the minority interest in PXP (Note 4), PXP recognized compensation expense
of $57.0 in January 2001 related to PXP's payment for the cancellation of all outstanding options; holders of
options were paid an amount equal to the difference between the converted value of the options ($111.9) and
their exercise price ($54.9).

Unaudited pro forma earnings and earnings per share as if we and PXP had applied the fair value method of
accounting for stock-based compensation for the years 2002 (Phoenix) and 2001 and 2000 (PXP):


                                                      F-35


                                                          2002            2001           2000
                                                     -------------   -------------  -------------

Income (loss) from continuing operations,
  as reported....................................      $  (115.7)      $  (137.3)     $    94.8
Add:  Stock-based employee compensation
  expense included in reported net income,
  net of applicable income taxes.................           --              --             --
Deduct:  Total stock-based employee
  compensation expense determined under
  fair value method for all awards, net
  of applicable income taxes.....................            6.5             2.6            0.8
                                                     -------------   -------------  -------------
Unaudited pro forma income (loss) from
  continuing operations..........................      $  (122.2)      $  (139.9)     $    94.0
                                                     =============   =============  =============

Basic and diluted earnings per share; as
  reported ......................................          (1.18)      $   (1.31)     $    0.91
                                                     =============   =============  =============
Pro forma basic and diluted earnings per
  share..........................................      $   (1.25)      $   (1.33)     $    0.90
                                                     =============   =============  =============

The fair values of options granted during 2002 and 2000 were $8.18 and $2.50 per share, respectively; both
estimated using the Black-Scholes option valuation model with the parameters stated below. Of the 2002 pro
forma expense, $4.2 relates to options that were fully earned at year-end 2002; there will be no additional pro
forma expense recognition for those options.

The pro forma adjustments relating to options granted are based on a fair value method using the Black-Scholes
option-pricing model. Valuation and related assumption information used for the Phoenix options granted in 2002
include key variables: expected volatility of 34.9%, risk-free interest rate of 5.5% and common share dividend
yield of 0.9%. Valuation and related assumption information used for the PXP options granted in 2000 include
key variables: expected volatility of 27.7%, risk-free interest rate of 6.7% and common share dividend yield of
2.66%.

The Black-Scholes option valuation model was developed for use in estimating the fair value of options that
have no vesting restrictions and are fully transferable. In addition, option valuation models require the input
of highly subjective assumptions including the expected share price volatility. Because our share options have
characteristics significantly different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, especially in a security traded for only a
short time, in our opinion the existing models do not necessarily provide a reliable measure of the fair value
of our share options. Despite these concerns, the Black-Scholes model was used to develop the pro forma amounts
presented above.

A new standard was issued which amends an existing standard on accounting for stock-based compensation. The new
standard provides methods of transition for a voluntary change to fair value accounting for stock-based
compensation. It also requires annual and quarterly disclosures about the method of accounting for stock-based
compensation and tabular information about the effect of the method of accounting for stock-based compensation.
We will adopt fair value accounting for stock-based compensation in 2003 using the prospective method of
transition provided by the new standard, which will result in expense recognition for the award of stock
options after December 31, 2002.

Restricted stock units and restricted stock

We record deferred compensation for the fair value of restricted common share awards and present deferred
compensation as a separate, offsetting component of stockholders' equity. We recognized compensation expense
over the vesting period of the restricted common shares.


During the third quarter of 2002, we awarded 573,477 restricted stock units valued at $13.95 per share. The
expense of $8.0 associated with the award was recognized in 2002 with a corresponding credit to additional
paid-in capital. The restriction period for this award ends June 25, 2006, at which time shares of our common
stock will be issued to settle the restricted stock units obligations.

Prior to 2001, PXP issued restricted shares of its common stock to certain of its officers. An expense of $2.4
associated with these awards was recognized in 2000. In connection with our purchase of the minority interest
in

                                                     F-36


PXP, all PXP restricted stock shares at year-end 2000 became fully vested in January 2001. PXP recognized
non-recurring compensation expense of $1.5 in January 2001 as a result of the change in the restricted stock
vesting provisions.

Restricted stock and stock units activity by number of units or common shares and average market price for the
years 2002 (Phoenix) and 2001 and 2000 (PXP) follow:

                                       PHOENIX                                   PXP
                                                         ----------------------------------------------------
                                         2002                      2001                      2000
                                ----------------------   -----------------------   --------------------------
                                  UNITS        PRICE        SHARES       PRICE        SHARES        PRICE
                                ----------   ---------   -----------   ---------   -----------   ------------

Outstanding, beginning of year.        --    $   --          605,040    $    6.71      291,237    $    8.08
Awarded........................   573,477        13.95            --        --         467,382         6.31
Vested.........................        --        --         (604,473)        6.71     (127,612)        8.10
Forfeited......................        --        --             (567)        7.63      (25,967)        8.02
                                ----------               -----------               -----------
Outstanding, end of year.......   573,477    $   13.95            --    $   --         605,040    $    6.71
                                =============================================================================

Management restructuring expense and employment agreements

We have entered into agreements with certain key executives of both Phoenix Life and PXP that will, in certain
circumstances, provide separation benefits upon the termination of the executive's employment by the company
for reasons other than death, disability, cause or retirement, or by the executive for "good reason," as
defined in the agreements. For most of these executives, the agreements provide this protection only if the
termination occurs following (or is effectively connected with) the occurrence of a change of control, as
defined in the agreements.

We recorded a non-recurring expense of $39.1 ($25.4 after income taxes) in 2002 primarily in connection with
organizational and employment-related costs of which $12.0 ($7.8 after income taxes) related to our Investment
Management segment. In the fourth quarter of 2002, we recorded an additional non-recurring expense of $4.3
($3.1 after income taxes) primarily associated with a work force reduction commitment of which $0.9 ($0.6 after
income taxes) related to our Investment Management segment.

Pension and other post-employment benefits

We provide our employees with post-employment benefits that include retirement benefits, through pension and
savings plans, and other benefits, including health care and life insurance. The cost of post-employment
benefits recognized and the underlying principal rates and assumptions used for the years 2002, 2001 and 2000
follow:

                                                                    2002             2001            2000
                                                              ---------------  ---------------- -------------

Cost components:

Recurring pension benefit cost (credit).....................    $    15.2        $    (2.1)       $    (5.0)
Recurring other post-retirement benefit costs...............          4.2              3.9              4.3
Savings plans cost..........................................          4.9              3.5              3.8
Other post-employment benefit cost (credit).................         --                0.4             (0.7)
                                                              ---------------  ---------------- -------------
Total continuing operations recurring cost..................         24.3              5.7              2.4
Total non-recurring and discontinued operations cost........          0.6             19.4             (1.2)
                                                              ---------------  ---------------- -------------
Total pension and other post-employment benefit cost........    $    24.9        $    25.1        $     1.2
                                                              ===============  ================ =============


                                                     F-37



                                                                    2002             2001            2000
                                                              ---------------  ---------------- -------------

Projected benefit obligation discount rate..................        6.5%             7.0%             7.5%
Future compensation increase rate...........................        3.5%             4.0%             4.5%
Pension plan assets long-term rate of return................        8.5%             9.0%             8.0%
Deferred investment gain/loss amortization corridor.........        5.0%             5.0%            10.0%
Future health care cost increase rate, age 64 and younger...       10.0%             5.5%             7.5%
Future health care cost increase rate, age 65 and older.....       12.0%             5.5%             7.5%

We recognize pension and other post-retirement benefit costs and obligations over the employees' expected
service periods by discounting an estimate of aggregate benefits. We estimate aggregate benefits by using
assumptions for employee turnover, future compensation increases, rates of return on pension plan assets and
future health care costs. We recognize an expense for differences between actual experience and estimates over
the average future service period of participants. We recognize an expense for our contributions to employee
and agent savings plans at the time employees and agents make contributions to the plans. We also recognize 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.

In 2002, 2001 and 2000, we offered special retirement programs under which qualified participants' benefits
under the employee pension plan were enhanced by adding five years to both the participants' age and years of
service. As a result of participants' acceptance of the offers, we recognized non-recurring pension and other
post-retirement benefit costs of $0.6, $23.2 and $4.5 for the years 2002, 2001 and 2000, respectively ($0.4,
$15.1, and $2.5, respectively after income taxes). In connection with the relocation of our annuity servicing
operations in 2001 and the sale of our group life and health operations in 2000 (Note 13), we recognized a
non-recurring pension cost of $0.6 in 2001 and a discontinued operations pension and other post-retirement
benefit credit of $5.7 ($3.7 after income taxes) in 2000. In 2001, we changed the corridor used to amortize
deferred actuarial gains and losses and recognized a non-recurring pension benefit credit for the year 2001 of
$4.4 ($2.9 after income taxes).

Pension plans. We have two defined benefit pension plans covering our employees. The employee pension plan,
covering substantially all of our employees, provides benefits up to the amount allowed under the Internal
Revenue Code. The supplemental plan provides benefits in excess of the primary plan. Retirement benefits under
both plans are a function of years of service and compensation.

Components of pension benefit cost for the years 2002, 2001 and 2000 follow:

                                                                   2002            2001            2000
                                                              -------------   -------------   -------------

Service cost................................................    $    14.0       $    12.1       $     9.7
Interest cost...............................................         34.5            32.4            28.6
Plan assets expected return.................................        (34.5)          (39.2)          (34.5)
Net (gain) loss amortization................................          1.7            (7.5)           (7.6)
Prior service cost amortization.............................          2.0             2.6             1.3
Net transition asset amortization...........................         (2.5)           (2.5)           (2.5)
                                                              -------------   -------------   -------------
Recurring pension benefit cost (credit).....................         15.2            (2.1)           (5.0)
                                                              -------------   -------------   -------------
Special retirement programs cost............................          0.6            16.5             3.3
Facility closing cost.......................................         --               0.6            --
Corridor gain...............................................         --              (4.4)           --
Discontinued operations credit..............................         --              --              (2.8)
                                                              -------------   -------------   -------------
Non-recurring and discontinued operations cost..............          0.6            12.7             0.5
                                                              -------------   -------------   -------------
Pension benefit cost (credit)...............................    $    15.8       $    10.6       $    (4.5)
                                                              =============   =============   =============

The employee pension plan is funded with assets held in a trust. The assets within the plan include corporate
and government debt securities, equity securities, real estate and venture capital partnerships. The
supplemental plan is unfunded. Changes in the plans' assets and projected benefit obligations for the years
2002 and 2001 follow:


                                                     F-38



                                                          Employee Plan               Supplemental Plan
                                                   ----------------------------  -----------------------------
                                                       2002           2001           2002           2001
                                                   -------------  -------------  -------------- --------------

Assets:
Plan assets' actual return......................     $   (43.2)     $   (28.4)     $    --        $    --
Employer contributions..........................          --             --              4.2            5.2
Participant benefit payments....................         (24.2)         (21.3)          (4.2)          (5.2)
                                                   -------------  -------------  -------------- --------------
Change in plan assets...........................         (67.4)         (49.7)          --             --
Plan assets, beginning of year..................         395.1          444.8           --             --
                                                   -------------  -------------  -------------- --------------
Plan assets, end of year........................     $   327.7      $   395.1      $    --        $    --
                                                   =============  =============  ============== ==============

Projected benefit obligation:

Service and interest cost accrual...............     $   (36.5)     $   (33.5)     $   (12.0)     $   (11.0)
Actuarial gain (loss)...........................         (23.2)           0.2          (17.8)         (23.7)
Plan amendments.................................         (11.8)          (4.3)          19.1          (14.5)
Curtailments....................................          --            (12.2)          (0.6)          (2.2)
Participant benefit payments....................          24.2           21.3            4.2            5.2
                                                   -------------  -------------  -------------- --------------
Change in projected benefit obligation..........         (47.3)         (28.5)          (7.1)         (46.2)
Projected benefit obligation, beginning of year.        (362.8)        (334.3)        (119.8)         (73.6)
                                                   -------------  -------------  -------------- --------------
Projected benefit obligation, end of year.......     $  (410.1)     $  (362.8)     $  (126.9)     $  (119.8)
                                                   =============  =============  ============== ==============

In addition to the liability for the excess of accrued pension cost of each plan over the amount contributed to
the plan, we also recognize an additional liability for any excess of the accumulated benefit obligation of
each plan over the fair value of plan assets. The offset to this additional liability is first recognized as an
intangible asset, which is limited to unrecognized prior service, including any unrecognized net transition
obligation. Any additional offsets are then recognized as an adjustment to accumulated other comprehensive
income.

The funded status of the plans at year-end 2002 and 2001 follows:

                                                          Employee Plan                Supplemental Plan
                                                  ------------------------------  -----------------------------
                                                      2002            2001            2002            2001
                                                  --------------  --------------  --------------  -------------

Excess of accrued pension benefit cost
  over amount contributed to plan...............    $   (25.7)      $   (26.6)      $   (73.6)      $   (60.9)
Excess of accumulated benefit obligation
  over plan assets..............................        (25.3)           --             (37.9)          (40.8)
                                                  --------------  --------------  --------------  -------------
Accrued benefit obligation in other
  liabilities ..................................        (51.0)          (26.6)         (111.5)         (101.7)
Intangible asset  ..............................         14.2            --              --              18.6
Minimum pension liability adjustment in
  accumulated other comprehensive income........         11.1            --              37.9            22.2
                                                  --------------  --------------  --------------  -------------
Funding status recognized in balance sheet .....        (25.7)          (26.6)          (73.6)          (60.9)
                                                  --------------  --------------  --------------  -------------
Net unamortized gain (loss) ....................        (47.4)           55.4           (54.4)          (40.3)
Unamortized prior service (cost) credit ........        (14.2)           (3.9)            1.1           (18.6)
Net unamortized transition asset ...............          4.9             7.4            --              --
                                                  --------------  --------------  --------------  -------------
Funding status unrecognized in balance sheet ...        (56.7)           58.9           (53.3)          (58.9)
                                                  --------------  --------------  --------------  -------------
Plan assets greater (less) than
  projected benefit obligations, end of year ...    $   (82.4)      $    32.3       $  (126.9)      $  (119.8)
                                                  ==============  ==============  ==============  =============

At year-end 2002, we estimate minimum funding requirements for the employee pension plan of $138.0 through
2007, including $1.7 in 2003 and $8.6 in 2004.


                                                     F-39



Other post-employment benefits. The components of post-retirement health care benefit cost for the years 2002,
2001 and 2000 follow:

                                                                     2002            2001            2000
                                                                --------------  --------------  -------------

Service cost................................................      $     2.0       $     1.9       $     2.2
Interest cost...............................................            4.9             4.5             4.3
Net gain amortization.......................................           (2.5)           (2.7)           (2.2)
Prior service cost amortization.............................           (0.2)            0.2            --
                                                                --------------  --------------  -------------
Recurring other post-retirement benefit cost................            4.2             3.9             4.3
                                                                --------------  --------------  -------------
Special retirement program cost.............................           --               6.7             1.2
Discontinued operations credit..............................           --              --              (2.9)
                                                                --------------  --------------  -------------
Non-recurring and discontinued operations cost (credit).....           --               6.7            (1.7)
                                                                --------------  --------------  -------------
Other post-retirement benefit cost..........................      $     4.2       $    10.6       $     2.6
                                                                ==============  ==============  =============

Our other post-retirement plans are unfunded and participant benefit payments are represented by employer
contributions. Changes in the plans' projected benefit obligation for the years 2002 and 2001 follow:

                                                                                     2002            2001
                                                                                --------------  --------------

Service and interest cost accrued.............................................    $    (6.9)      $    (6.4)
Actuarial gain (loss).........................................................        (21.3)            3.7
Plan amendments...............................................................         16.2            (2.4)
Curtailments..................................................................         --              (6.6)
Participant benefit payments..................................................          6.6             5.5
                                                                                --------------  --------------
Change in projected benefit obligation........................................         (5.4)           (6.2)
Projected benefit obligations, beginning of year..............................        (68.8)          (62.6)
                                                                                --------------  --------------
Projected benefit obligations, end of year....................................    $   (74.2)      $   (68.8)
                                                                                ==============  ==============

The funded status of the other post-retirement plans at year-end 2002 and 2001 follows:

                                                                                     2002            2001
                                                                                --------------  --------------

Accrued benefit obligation included in other liabilities......................    $  (106.4)      $  (108.7)
                                                                                --------------  --------------
Net unamortized gain..........................................................         18.3            42.0
Unamortized prior service (costs) credits.....................................         13.9            (2.1)
                                                                                --------------  --------------
Funding status unrecognized in balance sheet..................................         32.2            39.9
                                                                                --------------  --------------
Plan assets less than projected benefit obligations, end of year..............    $   (74.2)      $   (68.8)
                                                                                ==============  ==============

The health care cost trend rate 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
post-retirement benefit obligation by $3.1 and the annual service and interest cost by $0.4. Decreasing the
assumed health care cost trend rates by one percentage point in each year would decrease the accumulated
post-retirement benefit obligation by $3.0 and the annual service and interest cost by $0.4.

Savings plans. We also sponsor savings plans for our qualified employees and agents. Employees and agents may
contribute a portion of their compensation, subject to certain limitations, to the plans. We contribute an
additional amount, subject to limitation, based on the employee or agent contribution. Our contributions may be
in the form of either our common stock or cash.

11. Other Comprehensive Income

We record unrealized gains and losses on available-for-sale securities, minimum pension liability adjustments
in excess of unrecognized prior service cost, foreign currency translation gains and losses and effective
portions of


                                                     F-40



the gains or losses on derivative instruments designated as cash flow hedges in accumulated other
comprehensive income. Unrealized gains and losses on available-for-sale securities are recorded in other
comprehensive income until the related securities are sold, reclassified or deemed to be impaired. Minimum
pension liability adjustments in excess of unrecognized prior service cost are adjusted or eliminated in
subsequent periods to the extent that plan assets exceed accumulated benefits. Foreign currency translation
gains and losses are recorded in accumulated other comprehensive income until the foreign entity is sold or
liquidated or the functional currency of that entity is deemed to be highly inflationary. The effective
portions of the gains or losses on derivative instruments designated as cash flow hedges are reclassified into
earnings in the same period in which the hedged transaction affects earnings. If it is probable that a hedged
forecasted transaction will no longer occur, the effective portions of the gains or losses on derivative
instruments designated as cash flow hedges are reclassified into earnings immediately.

Sources of other comprehensive income for the years 2002, 2001 and 2000 follow:

                                          2002                      2001                      2000
                               -------------------------  -------------------------  ---------------------------
                                   Gross         Net         Gross         Net         Gross         Net
                               ------------  -----------  ------------  -----------  -----------  ------------

Gains (losses) on investments.   $  677.3     $  137.7      $   86.5     $    6.9     $  205.2     $   57.6
Gains (losses) on affiliate
  debt securities.............     (116.5)       (75.7)        110.6         71.9         --           --
Net realized investment gains
  (losses) on available-for-
  sale securities included
  in net income...............      (50.5)       (32.8)        (17.0)       (12.9)       (90.6)       (58.9)
                               ------------  -----------  ------------  -----------  -----------  ------------
Net unrealized investment
  gains (losses)..............      510.3         29.2         180.1         65.9        114.6         (1.3)
Net unrealized derivative
  instruments gains...........        5.3          3.4           7.7          5.0         --           --
Net unrealized foreign
  currency translation
  adjustment .................        7.1          1.2          (2.6)        (1.7)        (7.1)        (4.6)
Minimum pension liability
  adjustment..................      (26.8)       (17.4)        (12.8)        (8.3)         2.5          1.6
                               ------------  -----------  ------------  -----------  -----------  ------------
Other comprehensive
  income......................      495.9     $   16.4         172.4     $   60.9        110.0     $   (4.3)
                               ------------  ===========  ------------  ===========  -----------  ============
Applicable policyholder
  dividend obligation.........      369.4                      108.8                      --
Applicable deferred
  policy acquisition
  cost amortization...........       95.9                      (28.5)                    116.6
Applicable deferred
  income taxes (benefit)......       14.2                       31.2                      (2.3)
                               --------------             -------------             -------------
Offsets to other
  comprehensive income........      479.5                      111.5                     114.3
                               --------------             -------------             -------------
Other comprehensive
  income......................   $   16.4                   $   60.9                  $   (4.3)
                               ==============             =============             =============

Components of accumulated other comprehensive income at year-end 2002 and 2001 follows:

                                                                    2002                      2001
                                                          -------------------------  -------------------------
                                                             Gross         Net         Gross         Net
                                                          ------------  -----------  -----------  ------------

Unrealized gains on investments........................     $  775.9     $  125.3     $  265.6     $   96.1
Unrealized gains on derivative instruments.............         13.0          8.4          7.7          5.0
Unrealized currency translation adjustment.............         (1.6)        (4.4)        (8.7)        (5.6)
Minimum pension liability adjustment (Note 10).........        (49.0)       (31.8)       (22.2)       (14.4)
                                                          ------------  -----------  -----------  ------------
Accumulated other comprehensive income.................        738.3     $   97.5        242.4     $   81.1
                                                          ------------  ===========  -----------  ============
Applicable policyholder dividend obligation............        478.2                     108.8
Applicable deferred policy acquisition costs...........        106.3                      10.4
Applicable deferred income taxes.......................         56.3                      42.1
                                                          -------------             -------------
Offsets to other comprehensive income..................        640.8                     161.3
                                                          -------------             -------------
Accumulated other comprehensive income.................     $   97.5                  $   81.1
                                                          =============             =============


                                                     F-41



12. Earnings Per Share

We calculate earnings per share (EPS) on two bases: basic and diluted. We calculate basic EPS by dividing
earnings available to common stockholders by the weighted-average number of common shares outstanding during
the period. We calculate diluted EPS similarly except that, if applicable, we adjust earnings to reflect
earnings had the dilutive potential common shares been issued during the period, and we increase the
weighted-average number of shares to include the issuance of the dilutive potential common shares.

Common stock equivalents, including stock options, restricted stock units and equity units, have not been
included in the diluted earnings per share calculation because the effect would be anti-dilutive. If the effect
had been dilutive, there would have been 573,477 common stock equivalent shares from restricted stock units for
the year 2002. The weighted-average effect from the restricted stock units on the year would have been 143,369
common stock equivalent shares. Stock options and equity units were not included in the computation of diluted
earnings per share because the related stock options exercise prices of $15.90 and $16.20 and equity units
threshold appreciation price of $8.8206 were greater than the average market price of the common stock.

The 2001 and 2000 weighted-average shares outstanding is pro forma and is based on the weighted-average shares
outstanding for the period from the demutualization and initial public offering to year-end 2001.

13. Discontinued Operations

During 1999, we discontinued the operations of three of our business segments which in prior years had been
reflected as reportable business segments: reinsurance operations, group life and health operations and real
estate management operations. We sold several operations, had a signed agreement to sell one of the operations
and we implemented plans to withdraw from the remaining businesses. The operating results of discontinued
operations and the gain or loss on disposal are shown in the table below.

During 1999, we placed certain retained group accident and health reinsurance business into run-off. We adopted
a formal plan to stop writing new contracts covering these risks and end the existing contracts as soon as
those contracts would permit. However, we remain liable for claims under those contracts.

We established reserves and reinsurance recoverables for claims and related expenses that we expect to pay on
our discontinued group accident and health reinsurance business. These reserves and reinsurance recoverables
are a net present value amount that is based on currently known facts and estimates about, among other things,
the amount of insured losses and expenses that we believe we will pay, the period over which they will be paid,
the amount of reinsurance we believe we will collect under our finite reinsurance and other reinsurance to
cover our losses and the likely legal and administrative costs of winding down the business.

Total reserves were $35.0 and $60.0 and total reinsurance recoverables were $65.0 and $30.0 at year-end 2002
and 2001, respectively. In addition, in 1999 we purchased finite aggregate excess-of-loss reinsurance to
further protect us from unfavorable results from this discontinued business. The maximum coverage available
from our finite reinsurance coverage is currently $120.0. The amount of our total financial provisions at
year-end 2002 was therefore $90.0, consisting of reserves, less reinsurance recoverables, plus the amount
currently available from our finite aggregate excess-of-loss reinsurance. Based on the most recent information,
we did not recognize any additional reserve provisions during 2002 and 2001. In 2000, we increased reserves by
$97.0 (before income taxes) to reflect expected deteriorating trends in claim experience and higher expenses.

We expect the additional reserves and aggregate excess-of-loss reinsurance coverage to cover the run-off of the
business; however, the nature of the underlying risks is such that the claims may take years to reach the
reinsurers involved. Therefore, we expect to pay claims out of existing estimated reserves for up to ten years
as the level of business diminishes.


                                                     F-42



A significant portion of the claims arising from our discontinued group accident and health reinsurance
business arises from the activities of Unicover Managers, Inc. (Unicover). Unicover organized and managed a
group, or pool, of insurance companies (Unicover pool) and certain other facilities, which reinsured the life
and health insurance components of workers' compensation insurance policies issued by various property and
casualty insurance companies. We were a member of the Unicover pool and we terminated our participation in the
pool effective March 1, 1999. Additional information on reinsurance disputes is included in Note 17.

In April 2000, we exited the group life and health business and sold all of the common stock of three
subsidiaries and 97% of the common stock of another subsidiary, which was renamed GE Group Life Assurance
Company to GE Financial Assurance Holdings, Inc. (GE). We retained the remaining 3.0% of that insurer. The
sales proceeds totaled $283.9, with $238.9 in cash and $45.0 in common stock, representing a 3.1% interest in
GE Life and Annuity Assurance Company, a subsidiary of GE. In October 2000, we also sold all of the common
stock of two other life and health subsidiaries to GE. The sales proceeds totaled $2.0. The net gain on the
sales of $71.7 is reported as gain on disposal of discontinued operations. We have the right to put these
shares of GE Group Life Assurance Company and GE Life and Annuity Assurances Company to GE beginning in 2005.

In May 2000, we sold our investment in 50% of the outstanding common stock of a real estate property management
firm, for $6.0. The transaction resulted in a loss of $0.6.

The operating results of discontinued operations and the loss on disposal for the year 2000 are presented
below. There were no additional operating results for the years ended 2002 and 2001. Earnings from discontinued
operations follow:

                                                                  Group Life      Real Estate
                                                 Reinsurance      and Health      Management         Total
                                               --------------   --------------  --------------   -------------

Revenue......................................    $     --         $    117.6      $      0.4       $   118.0
                                               ==============   ==============  ==============   =============

Income from discontinued operations
  before income taxes........................    $     --         $     14.8      $     (0.3)      $    14.5
Applicable income taxes (benefit)............          --                5.2            (0.1)            5.1
                                               --------------   --------------  --------------   -------------
Income from discontinued operations..........    $     --         $      9.6      $     (0.2)      $     9.4
                                               ==============   ==============  ==============   =============

Gain (loss) on disposal of
  discontinued operations....................    $   (103.0)      $     71.7      $     (0.6)      $   (31.9)
Applicable income taxes (benefit)............         (36.0)            25.2            (0.2)          (11.0)
                                               --------------   --------------  --------------   -------------
Loss on disposal of discontinued operations..    $    (67.0)      $     46.5      $     (0.4)      $   (20.9)
                                               ==============   ==============  ==============   =============

We have excluded assets and liabilities of the discontinued operations from the assets and liabilities of
continuing operations and separately identified them on our balance sheet.


                                                     F-43



14. Fair Value of Financial Instruments and Derivative Instruments

The carrying amounts and estimated fair values of financial instruments at year-end 2002 and 2001 follow:

                                                      2002                              2001
                                        ---------------------------------  --------------------------------
                                            Carrying            Fair           Carrying           Fair
                                             Value             Value            Value            Value
                                        ---------------   ---------------  ---------------  ---------------

Cash and cash equivalents.............    $   1,058.5       $   1,058.5      $     815.5      $     815.5
Debt securities (Note 5)..............       11,841.4          11,841.4          9,607.7          9,607.7
Equity securities (Note 5)............          391.2             391.2            290.9            290.9
Mortgage loans (Note 5)...............          468.8             488.2            535.8            554.1
Derivative financial instruments......           52.7              52.7             20.6             20.6
Policy loans (Note 5).................        2,195.9           2,367.9          2,172.2          2,252.9
                                        ---------------   ---------------  ---------------  ---------------
Financial assets......................    $  16,008.5       $  16,199.9      $  13,442.7      $  13,541.7
                                        ===============   ===============  ===============  ===============
Investment contracts (Note 3).........    $   3,428.5       $   3,514.7      $   1,548.7      $   1,549.4
Stock purchase contracts (Note 6).....          147.2             147.2             --               --
Indebtedness (Note 6).................          644.3             614.4            599.3            608.9
Derivative financial
  instruments (Note 14)...............           26.5              26.5             10.5             10.5
                                        ---------------   ---------------  ---------------  ---------------
Financial liabilities.................    $   4,246.5       $   4,302.8      $   2,158.5      $   2,168.8
                                        ===============   ===============  ===============  ===============

Derivative instruments

We maintain an overall interest rate risk-management strategy that primarily incorporates the use of interest
rate swaps as hedges of our exposure to changes in interest rates. Our exposure to changes in interest rates
primarily results from our commitments to fund interest-sensitive insurance liabilities, as well as from our
significant holdings of fixed rate financial instruments.

All derivative instruments are recognized on the balance sheet at fair value. Generally, each derivative is
designated according to the associated exposure as either a fair value or cash flow hedge at its inception as
we do not enter into derivative contracts for trading or speculative purposes.

Except for the foreign currency swaps discussed below, all fair value hedges are accounted for under the
shortcut method with changes in the fair value of related interest rate swaps recorded on the balance sheet
with an offsetting amount recorded to the hedged item's balance sheet carrying amount. Changes in the fair
value of foreign currency swaps used as hedges of the fair value of foreign currency denominated assets are
reported in current period earnings with the change in value of the hedged asset attributable to the hedged
risk.

Cash flow hedges are generally accounted for under the shortcut method with changes in the fair value of
related interest rate swaps recorded on the balance sheet with an offsetting amount recorded in accumulated
other comprehensive income. The effective portion of changes in fair values of derivatives hedging the
variability of cash flows related to forecasted transactions are reported in accumulated other comprehensive
income and reclassified into earnings in the periods during which earnings are affected by the variability of
the cash flows of the hedged item.

Changes in the fair value of derivative instruments not designated as hedging instruments and ineffective
portions of hedges are recognized in net investment income in the period incurred.

Fair value hedges

We currently hold interest rate swaps that convert a portion of our fixed rate debt portfolio to variable rate
debt. These hedges are accounted for under the shortcut method and, therefore, no hedge ineffectiveness is
recorded in current period earnings associated with these interest rate swaps.


                                                     F-44



During 2001 and a portion of 2002, we held foreign currency swaps that hedged the fair value of foreign
currency denominated available-for-sale securities that backed U.S. dollar denominated liabilities. We
recognized ineffectiveness of $0.3 (after income taxes) and $0.8 (after income taxes) for the years 2002 and
2001, respectively.

Cash flow hedges

We currently hold interest rates swaps that effectively convert variable rate bond cash flows to fixed cash
flows in order to better match the cash flows of associated liabilities. These hedges are accounted for under
the shortcut method and, therefore, no hedge ineffectiveness was recorded in earnings for 2002 and 2001. We do
not expect to reclassify any amounts reported in accumulated other comprehensive income into earnings over the
next twelve months with respect to these hedges.

We recognized an after-tax gain of $1.8 and $3.0 for the years 2002 and 2001 in accumulated other comprehensive
income related to changes in fair value of interest rate forward swaps designated as cash flow hedges of the
forecasted purchase of assets. At year-end 2002 we expect to reclassify into earnings over the next twelve
months $0.6 of the deferred after tax gains on these derivative instruments. For the year 2001, we reclassified
an after-tax gain of $0.3 to net realized investment gains related to these same derivatives.

Non-hedging derivatives

We also hold interest rate swaps that were initially entered into as hedges of an anticipated purchase of
assets associated with an acquisition of a block of insurance liabilities. Subsequently, offsetting swap
positions were taken to lock in a stream of income to supplement the income on the assets purchased.

On January 1, 2001, we recorded a net-of-tax cumulative effect adjustment of $1.3 (gain) in earnings to
recognize at fair value all derivatives that are designated as fair-value hedging instruments. We recorded an
offsetting net-of-tax cumulative effect adjustment of $1.3 (loss) in earnings to recognize the difference
attributable to the hedged risks between the carrying values and fair values of the related hedged assets and
liabilities. We also recorded a net-of-tax cumulative effect adjustment of $1.1 (gain) in accumulated other
comprehensive income to recognize, at fair value, all derivatives that are designated as cash-flow hedging
instruments. For derivative instruments that were not designated as hedges, we also recorded a cumulative
effect adjustment of $6.9 in earnings, ($3.9 after income taxes) in earnings to recognize these instruments at
fair value.

We held the following positions in derivative instruments at year-end 2002 and 2001 at fair value:

                                                                    2002                      2001
                                                          ------------------------  --------------------------
                                 Notional
                                  Amount      Maturity       Asset      Liability      Asset      Liability
                               -----------  -----------  ------------  -----------  -----------  -------------
Interest rate swaps:

  Fair value hedges...........  $   150         2032       $    15.6    $    --      $     2.9    $     0.8
  Cash flow hedges............       30         2007             5.6         --            3.1          0.5
  Non hedges..................      360         2007            30.7         26.5         13.8          9.2
Other.........................      135        2003-08           0.8         --            0.8         --
                               -----------                -----------  -----------  -----------  -------------
Total derivative
  instrument positions........ $   675                    $     52.7    $    26.5    $    20.6    $    10.5
                               ===========                ===========  ===========  ===========  =============

We are exposed to credit risk in the event of nonperformance by counterparties to these derivative instruments.
We do not expect that counterparties will fail to meet their financial obligation as we only enter into
derivative contracts with a number of highly rated financial institutions. The credit exposure of these
instruments is the positive fair value at the reporting date, or $52.7 and $20.6 at year-end 2002 and 2001,
respectively. We consider the likelihood of any material loss on these instruments to be remote.


                                                     F-45



15. Phoenix Life Statutory Financial Information and Regulatory Matters

Our 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 January 1, 2001 the New York Insurance Department adopted the National Association of Insurance
Commissioner's (NAIC) Codification of Statutory Accounting Principles guidance, with the exception for
accounting for deferred income taxes. Codification guidance replaced the accounting practices and procedures
manual as the NAIC's primary guidance on statutory accounting; it also provides guidance for areas where
statutory accounting has been silent and changed current statutory accounting in other areas. The effect of
adoption decreased the statutory surplus of our insurance subsidiaries by $66.4, primarily as a result of
non-admitting certain assets and recording increased investment reserves. As of year-end 2002, the New York
Insurance Department adopted the NAIC codification guidance for accounting for deferred income taxes.

At year-end 2002, statutory surplus differs from equity reported in accordance with GAAP for life insurance
companies primarily as follows:

     •   policy acquisition costs are expensed when incurred;
     •   investment reserves are based on different assumptions;
     •   surplus notes are included in surplus rather than debt;
     •   post-retirement benefit expense allocated to Phoenix Life relate only to vested participants and
         expense is based on different assumptions and reflect a different method of adoption;
     •   life insurance reserves are based on different assumptions; and
     •   net deferred income tax assets in excess of 10% of previously filed statutory capital and surplus are not
         recorded.

Statutory financial data for Phoenix Life at year-end 2001 and 2002 and for the years 2002, 2001 and 2000 are
as follows:

                                                                2002             2001            2000
                                                           --------------   --------------  --------------

Statutory capital and surplus,
  and asset valuation reserve..........................      $ 1,008.0        $ 1,371.3       $ 1,882.5
Statutory gain from operations.........................      $    44.5        $   119.9           266.4
Statutory net income (loss)............................      $     7.5        $   (13.4)      $   266.1

New York Insurance Law requires that New York life insurers report their risk based capital (RBC). RBC is based
on a formula calculated by applying factors to various assets, premium and statutory reserve items. The formula
takes into account the risk characteristics of the insurer, including asset risk, insurance risk, interest rate
risk and business risk. New York insurance law gives the New York Superintendent of Insurance explicit
regulatory authority to require various actions by, or take various actions against, insurers whose total
adjusted capital does not exceed certain RBC levels. Each of the U.S. insurance subsidiaries of Phoenix Life is
also subject to these same RBC requirements. Phoenix Life and each of its insurance subsidiaries' RBC was in
excess of 300% of Company Action Level (the level where a life insurance enterprise must submit a comprehensive
plan to state insurance regulators) at year-end 2002 and 2001.

Under New York Insurance Law, Phoenix Life can pay stockholder dividends to us in any calendar year without
prior approval in the amount of the lesser of 10% of Phoenix Life's capital and surplus as of the immediately
preceding calendar year or Phoenix Life's statutory net gain from operations for the immediately preceding
calendar year, not including realized capital gains. Phoenix Life paid dividends of $113.8 and $132.3 in 2002
and 2001, respectively, and will be able to pay dividends of $44.5 in 2003 without prior approval from the New
York Insurance Department. Any additional dividend payments in 2003 are subject to the discretion of the New
York Superintendent of Insurance.


                                                     F-46



16. Premises and Equipment

Premises and equipment, consisting primarily of office buildings occupied by us, are stated at cost less
accumulated depreciation. We depreciate real estate on the straight-line method over 10 to 45 years. We
depreciate equipment primarily on the modified accelerated method over 3 to 10 years. We depreciate leasehold
improvements over the terms of the related leases.

Premises and equipment are included in other general account assets in our balance sheet. Cost and carrying
value at year-end 2002 and 2001 follow:

                                                              2002                          2001
                                                  -----------------------------  ----------------------------
                                                                    Carrying                      Carrying
                                                      Cost           Value           Cost          Value
                                                  -------------   -------------  -------------  -------------

Real estate....................................     $  155.5        $   72.1       $  157.1       $   79.1
Equipment......................................        171.7            30.6          157.6           31.4
Leasehold improvements.........................         10.5             7.3            9.7            7.3
                                                  -------------   -------------  -------------  -------------
Premises and equipment.........................     $  337.7        $  110.0       $  324.4       $  117.8
                                                  =============   =============  =============  =============

Rental expenses for operating leases for continuing operations, principally with respect to buildings, amounted
to $12.1, $13.4 and $14.1 in 2002, 2001 and 2000, respectively. Future minimum rental payments under
non-cancelable operating leases for continuing operations were $54.8 at year-end 2002, payable as follows:
2003, $15.3; 2004, $11.0; 2005, $9.0; 2006, $6.3; 2007, $5.4; and $7.8 thereafter.

17. Contingent Liabilities

As described in Note 13, a significant portion of the claims arising from our discontinued group accident and
health reinsurance business arises from the activities of Unicover Managers, Inc. (Unicover). We are involved
in disputes relating to the activities of Unicover. Under Unicover's underwriting authority, the Unicover pool
and Unicover facilities wrote a dollar amount of reinsurance coverage that was many times greater than
originally estimated. As a member of the Unicover pool, we are involved in several proceedings in which the
pool members assert that they can deny coverage to certain insurers that claim that they purchased reinsurance
coverage from the pool.

Further, we were, along with Sun Life Assurance of Canada (Sun Life) and Cologne Life Reinsurance Company
(Cologne Life), a retrocessionaire (meaning a reinsurer of other reinsurers) of the Unicover pool and two other
Unicover facilities, providing the pool and facility members with reinsurance of the risks that the pool and
facility members had assumed. In September 1999, we joined an arbitration proceeding that Sun Life had begun
against the members of the Unicover pool and the Unicover facilities. In this arbitration, we and Sun Life
sought to cancel our retrocession agreements on the grounds that material misstatements and nondisclosures were
made to us about, among other things, the amount of risks we would be reinsuring. The arbitration proceeded
only with respect to the Unicover pool because we, Sun Life and Cologne Life reached settlement with the two
Unicover facilities in the first quarter of 2000. On October 8, 2002, the arbitration panel issued its
decision. The financial implications of the decision are consistent with our current financial provisions.

In our capacity as a retrocessionaire of the Unicover business, we had an extensive program of our own
reinsurance in place to protect us from financial exposure to the risks we had assumed. Currently, we are
involved in separate arbitration proceedings with certain of our own retrocessionaires which are seeking on
various grounds to avoid paying any amounts to us. Because the same retrocession program that covers our
Unicover business covers a significant portion of our other remaining group accident and health reinsurance
business, we could have additional material losses if one or more of our retrocessionaires successfully avoids
its obligations.


                                                     F-47



During 2000, we reached settlements with several of the companies involved in Unicover. In January 2000, we and
the other member companies of the Unicover pool settled with EBI Indemnity Company and affiliates of the Orion
Group (EBI/Orion), by which all pool members were released from their obligations as reinsurers of EBI/Orion.
Also in January 2000, we settled with Reliance Insurance Company (Reliance) and its parent Reliance Group
Holdings, Inc. and were released from our obligations as a reinsurer of the so-called Reliance facility. In
March 2000, we settled with Reliance, Lincoln National Life Insurance Company and Lincoln National Health and
Casualty Company, releasing us from our obligation as a reinsurer of the so-called Lincoln facility. In May
2000, we reached an agreement with one of our retrocessionaires, and recovered a substantial portion of its
settlement cost on the Reliance settlement. Financial terms of these settlements were consistent with the
provisions we established in 1999. There was no effect on net income resulting from these settlements for
year-end 2000.

A second set of disputes involves personal accident business that was reinsured in the London reinsurance
market in the mid-1990s in which we participated. The disputes involve multiple layers of reinsurance, and
allegations that the reinsurance program created by the brokers involved in placing those layers was
interrelated and devised to disproportionately pass losses to a top layer of reinsurers. Many companies who
participated in this business are involved in arbitrations in which those top layer companies are attempting to
avoid their obligations on the basis of misrepresentation. Because of the complexity of the disputes and the
reinsurance arrangements, many of these companies are currently participating in negotiations of the disputes
for certain contract years, and we believe that similar discussions will follow for the remaining years.
Although we are vigorously defending our contractual rights, we are actively involved in the attempt to reach
negotiated business solutions.

Given the uncertainty associated with litigation and other dispute resolution proceedings, and the expected
long-term development of net claims payments, the estimated amount of the loss on disposal of reinsurance
discontinued operations may differ from actual results. However, it is our opinion, after consideration of the
provisions made in these financial statements, as described above, that future developments will not have a
material effect on our financial position.

18. Condensed Financial Information of The Phoenix Companies, Inc.

A summary of The Phoenix Companies, Inc. (parent company only) financial information at year-end 2002 and 2001
and for the year 2002 and the period from inception (June 25, 2001) through December 31, 2001 follows:

                                                                                  2002            2001
                                                                             --------------  --------------
Financial Position
Investments in and advances to subsidiaries..............................      $ 2,663.3       $ 2,693.7
Hilb, Rogal and Hamilton common stock, at fair value (Note 5)............          148.2            --
Cash and cash equivalents................................................           30.4           205.0
Intangible assets (Note 10)..............................................           14.2            18.6
Other assets.............................................................           87.6            17.2
                                                                             --------------  --------------
Total assets.............................................................      $ 2,943.7       $ 2,934.5
                                                                             ==============  ==============

Stock purchase contracts (Note 6)........................................      $   147.2       $    --
Indebtedness (Note 6)....................................................          469.3           299.2
Accrued pension and post-employment benefits (Note 10)...................          268.9           237.0
Other liabilities (Note 10)..............................................           26.6             2.6
                                                                             --------------  --------------
Total liabilities .......................................................          912.0           538.8
Total stockholders' equity ..............................................        2,031.7         2,395.7
                                                                             --------------  --------------
Total liabilities and stockholders' equity ..............................      $ 2,943.7       $ 2,934.5
                                                                             ==============  ==============


                                                     F-48



Results of Operations
Dividends received from subsidiaries.....................................      $   113.8        $   132.3
Investment income, principally from subsidiaries.........................           15.2              1.8
Net realized investment gains............................................            1.7             --
                                                                             --------------   --------------
Total revenues...........................................................          130.7            134.1
                                                                             --------------   --------------
Interest expense.........................................................           15.8              0.3
Demutualization expense..................................................            1.8             42.6
Other operating expenses.................................................            7.2              2.0
                                                                             --------------   --------------
Total expenses...........................................................           24.8             44.9
                                                                             --------------   --------------
Income before income taxes and equity in
  undistributed losses of subsidiaries ..................................          105.9             89.2
Income taxes (benefit)...................................................           (2.2)            (8.0)
                                                                             --------------   --------------
Income before equity in undistributed earnings of subsidiaries...........          108.1             97.2
Equity in undistributed losses of subsidiaries ..........................         (354.1)          (125.9)
                                                                             --------------   --------------
Net loss.................................................................      $  (246.0)       $   (28.7)
                                                                             ==============   ==============

                                                                                  2002            2001
                                                                             --------------  --------------

Parent Company Cash Flows
Cash dividends received from subsidiary...................................    $    67.0       $   132.3
Investment income received................................................         11.7             0.1
Interest, income taxes and other expenses paid, net.......................        (17.4)          (42.1)
                                                                            --------------  --------------
Cash from operating activities............................................         61.3            90.3
                                                                            --------------  --------------
Advances to subsidiaries and capital contributed to subsidiaries..........       (287.4)         (240.6)
Purchase of subsidiaries..................................................         --            (659.8)
Equity security purchases.................................................       (157.4)           --
Debt and equity security sales............................................         72.8            --
                                                                            --------------  --------------
Cash for investing activities.............................................       (372.0)         (900.4)
                                                                            --------------  --------------
Stock purchase contract and indebtedness proceeds.........................        283.0           290.1
Common stock issuance.....................................................         --             831.0
Common stock repurchase...................................................       (131.1)          (64.6)
Common stock dividend paid................................................        (15.8)           --
Payments to subsidiary to reimburse policyholder
  credits and payments in lieu of stock...................................         --             (41.4)
                                                                            --------------  --------------
Cash from financing activities............................................        136.1         1,015.1
                                                                            --------------  --------------
Change in cash and cash equivalents.......................................    $  (174.6)      $   205.0
                                                                            ==============  ==============


                                                     F-49



19. Supplemental Unaudited Financial Information

Summarized selected quarterly financial data for the years 2002 and 2001 follows:

                                                              2002                           2001
                                                  -----------------------------   ----------------------------
                                    Quarter          Amount        Per Share         Amount       Per Share
                                ----------------  --------------  -------------   -------------  -------------

Revenues                        March 31            $   593.9                       $   565.6
                                June 30                 592.4                           628.3
                                September 30            654.8                           611.1
                                December 31             611.8                           629.3


Income (loss) before            March 31            $    28.9       $     .29       $  (112.6)     $   (1.08)
  cumulative effect             June 30                 (37.2)           (.37)            4.0            .04
  of accounting changes         September 30            (93.0)           (.96)          (21.2)          (.20)
                                December 31             (14.4)           (.15)           (7.5)          (.07)

Net income (loss)               March 31            $  (101.4)      $   (1.00)      $  (157.5)     $   (1.51)
                                June 30                 (37.2)           (.37)          (16.5)          (.16)
                                September 30            (93.0)           (.96)          (21.2)          (.20)
                                December 31             (14.4)           (.15)           (7.5)          (.07)





                                                     F-50



                                                 EXHIBIT INDEX

    Exhibit
- ----------------

            2.1     Plan of Reorganization

            3.1     Form of Amended and Restated Certificate of Incorporation of The Phoenix Companies, Inc.
                    (incorporated herein by reference to Exhibit 3.1 to The Phoenix Companies, Inc.
                    Registration Statement on Form S-l (Registration No. 333-73896), filed on November 21,
                    2001, as amended)

            3.2     Form of By-Laws of The Phoenix Companies, Inc. (incorporated herein by reference to Exhibit
                    3.1 to The Phoenix Companies, Inc. Registration Statement on Form S-l (Registration No.
                    333-73896), filed on November 21, 2001, as amended)

            4.1     Indenture, dated as of December 27, 2001, between The Phoenix Companies, Inc. and SunTrust
                    Bank, as Trustee (incorporated herein by reference to Exhibit 4.1 to The Phoenix Companies,
                    Inc. annual report on Form 10-K filed March 27, 2001

            4.2     Specimen of global bond, dated as of December 27, 2001, issued by The Phoenix Companies,
                    Inc. (incorporated herein by reference to Exhibit 4.2 to The Phoenix Companies, Inc. annual
                    report on Form 10-K filed March 27, 2001

            4.3     Fiscal Agency Agreement, dated as of November 25, 1996, between Phoenix Home Life Mutual
                    Insurance Company, as Issuer and The Bank of New York as Fiscal Agent (incorporated herein
                    by reference to Exhibit 10.24 to The Phoenix Companies, Inc. Registration Statement on Form
                    S-1 (Registration No. 333-55268), filed on February 9, 2001, as amended)

            4.4     Global Note, dated as of November 25, 1996, between Phoenix Home Life Mutual Insurance
                    Company, Bear, Stearns & Co, Inc., Chase Securities Inc., Merrill Lynch & Co. and The Bank
                    of New York (incorporated herein by reference to Exhibit 10.25 to The Phoenix Companies,
                    Inc. Registration Statement on Form S-1 (Registration No. 333-55268), filed on February 9,
                    2001, as amended)

            4.5     Underwriting Agreement General Terms and Conditions, dated December 16, 2002, including the
                    Pricing Agreement, dated December 16, 2002 (Equity Units of the Company (incorporated
                    herein by reference to Exhibit 1.1 to The Phoenix Companies, Inc. current report on Form
                    8-K dated December 16, 2002)

            4.6     Subordinated Indenture, dated as of December 20, 2002 between the Company and SunTrust Bank
                    as Trustee (incorporated herein by reference to Exhibit 4.1 to The Phoenix Companies, Inc.
                    current report on Form 8-K dated December 16, 2002)

            4.7     Supplemental Indenture No. 1, dated as of December 20, 2002, to the Subordinated Indenture
                    incorporated by reference as Exhibit 4.6 hereto, between the Company and SunTrust Bank as
                    Trustee (incorporated herein by reference to Exhibit 4.2 to The Phoenix Companies, Inc.
                    current report on Form 8-K dated December 16, 2002)

            4.8     Purchase Contract Agreement, dated as of December 20, 2002, between the Company and
                    SunTrust Bank as Purchase Contract Agent (incorporated herein by reference to Exhibit 4.3
                    to The Phoenix Companies, Inc. current report on Form 8-K dated December 16, 2002)

            4.9     Pledge Agreement, dated as of December 20, 2002, between the Company and SunTrust Bank as
                    Collateral Agent, Custodial Agent, Securities Intermediary and Purchase Contract Agent
                    (incorporated herein by reference to Exhibit 4.4 to The Phoenix Companies, Inc. current
                    report on Form 8-K dated December 16, 2002)

           4.10     Remarketing Agreement, dated December 20, 2002, by and among the Company, Morgan Stanley &
                    Co. Incorporated as Remarketing Agent, and SunTrust Bank as Purchase Contract Agent
                    (incorporated herein by reference to Exhibit 4.5 to The Phoenix Companies, Inc. current
                    report on Form 8-K dated December 16, 2002)

           10.1     Phoenix Home Life Mutual Insurance Company Long-term Incentive Plan (incorporated herein by
                    reference to Exhibit 10.1 to The Phoenix Companies, Inc. Registration Statement on Form S-l
                    (Registration No. 333- 55268), filed on February 9, 2001, as amended)


                                                      E-1



           10.2     The Phoenix Companies, Inc. Stock Incentive Plan (incorporated herein by reference to
                    Exhibit 10.2 to The Phoenix Companies, Inc. Registration Statement on Form S-l
                    (Registration No. 333-55268), filed on February 9, 2001, as amended)

           10.3     Phoenix Home Life Mutual Insurance Company Mutual Incentive Plan (incorporated herein by
                    reference to Exhibit 10.3 to The Phoenix Companies, Inc. Registration Statement on Form S-1
                    (Registration No. 333- 55268), filed on February 9, 2001, as amended)

           10.4     The Phoenix Companies, Inc. Directors Stock Plan (incorporated herein by reference to
                    Exhibit 10.4 to The Phoenix Companies, Inc. Registration Statement on Form S-l
                    (Registration No. 333-55268), filed on February 9, 2001, as amended)

           10.5     Phoenix Home Life Mutual Insurance Company Excess Benefit Plan (incorporated herein by
                    reference to Exhibit 10.5 to The Phoenix Companies, Inc. Registration Statement on Form S-l
                    (Registration No. 333- 55268), filed on February 9, 2001, as amended)

           10.6     Amendment to Phoenix Home Life Mutual Insurance Company Excess Benefit Plan (incorporated
                    herein by reference to Exhibit 10.6 to The Phoenix Companies, Inc. Registration Statement
                    on Form 8-1 (Registration No. 333-55268), filed on February 9, 2001, as amended)

           10.7     Second Amendment to Phoenix Home Life Mutual Insurance Company Excess Benefit Plan
                    (incorporated herein by reference to Exhibit 10.1 to The Phoenix Companies, Inc.
                    Registration Statement on Form S-l (Registration No. 333-55268), filed on February 9, 2001,
                    as amended)

           10.8     Third Amendment to The Phoenix Companies, Inc. Excess Benefit Plan, as amended and restated
                    effective January 1, 1988 (incorporated herein by reference to Exhibit 10.8 to The Phoenix
                    Companies, Inc. annual report of Form 10-K filed March 27, 2001)

           10.9     Fourth Amendment to The Phoenix Companies, Inc. Excess Benefit Plan, as amended and
                    restated effective January 1994 (incorporated herein by reference to Exhibit 10.9 to The
                    Phoenix Companies, Inc. annual report of Form 10-K filed March 27, 2001)

          10.10     Phoenix Home Life Mutual Insurance Company Excess Investment Plan (incorporated herein by
                    reference to Exhibit 10.8 to The Phoenix Companies, Inc. Registration Statement on Form S-1
                    (Registration No. 333- 55268), filed on February 9, 2001, as amended)

          10.11     Amendment to Phoenix Home Life Mutual Insurance Company Excess Investment Plan
                    (incorporated herein by reference to Exhibit 10.9 to The Phoenix Companies, Inc.
                    Registration Statement on Form S-1 (Registration No. 333-55268), filed on February 9, 2001,
                    as amended)

          10.12     Second Amendment to Phoenix Home Life Mutual Insurance Company Excess Investment Plan
                    (incorporated herein by reference to Exhibit 10.10 to The Phoenix Companies, Inc.
                    Registration Statement on Form S-l (Registration No. 333-55268), filed on February 9, 2001,
                    as amended)

          10.13     Third Amendment to Phoenix Home Life Mutual Insurance Company Excess Investment Plan
                    (incorporated herein by reference to Exhibit 10.11 to The Phoenix Companies, Inc.
                    Registration Statement on Form S-1 (Registration No. 333-55268), filed on February 9, 2001,
                    as amended)

          10.14     The Phoenix Companies, Inc. Nonqualified Supplemental Executive Retirement Plan, as amended
                    and restated effective January 1, 2003 *

          10.15     Phoenix Investment Partners 2001 Phantom Option Plan *

          10.16     Phoenix Investment Partners 2002 Phantom Option Plan *

          10.17     Phoenix Investment Partners, Ltd 2002 Management Incentive Plan - Corporate *

          10.18     Phoenix Investment Partners, Ltd 2002 - Associate Incentive Plan *

          10.19     Phoenix Investment Partners, Ltd 2002 Investment Incentive Plan - DPIM Fixed Income *

          10.20     Stockholder Rights Agreement, dated as of June 19, 2001 (incorporated herein by reference
                    to Exhibit 10.24 to The Phoenix Companies, Inc. Registration Statement on Form S-l
                    (Registration No. 333 73896), filed on November 21, 2001, as amended)


                                                      E-2



          10.21     Binder of Reinsurance, dated as of September 30, 1999, between Phoenix Home Life Mutual
                    Insurance Company, American Phoenix Life & Reassurance Company and European Reinsurance
                    Company of Zurich (Bermuda Branch)(+) (incorporated herein by reference to Exhibit 10.36 to
                    The Phoenix Companies, Inc. Registration Statement on Form S-1 (Registration No.
                    333-55268), filed on February 9, 2001, as amended)

          10.22     Amendment No. 1, dated as of February 1, 2000, to the Binder of Reinsurance, dated as of
                    September 30, 1999, between Phoenix Home Life Mutual Insurance Company, American Phoenix
                    Life & Reassurance Company and European Reinsurance Company of Zurich (Bermuda Branch)( +)
                    (incorporated herein by reference to Exhibit 10.37 to The Phoenix Companies, Inc.
                    Registration Statement on Form S-l (Registration No. 333-55268), filed on February 9, 2001,
                    as amended)

          10.23     Stock Purchase Agreement, dated as of June 23, 1999, between Banco Suquia S.A. and PM
                    Holdings, Inc. (incorporated herein by reference to Exhibit 10.41 to The Phoenix Companies,
                    Inc. Registration Statement on Form S-l (Registration No. 333-55268), filed on February 9,
                    2001, as amended)

          10.24     Acquisition Agreement, dated as November 10, 1999, between Selling Management Shareholders,
                    Aberdeen Asset Management PLC, The Standard Life Assurance Co., The Non-Selling Management
                    Shareholders, Lombard International Assurance SA and PM Holdings, Inc. (incorporated herein
                    by reference to Exhibit 10.43 to The Phoenix Companies, Inc. Registration Statement on Form
                    S-l (Registration No. 333-55268), filed on February 9, 2001, as amended)

          10.25     Stock Purchase Agreement, dated as of November 12, 1999, by and between TCW/EMCO Holding
                    LLC and PM Holdings, Inc. (incorporated herein by reference to Exhibit 10.44 to The Phoenix
                    Companies, Inc. Registration Statement on Form S-l (Registration No. 333-55268), filed on
                    February 9, 2001, as amended)

          10.26     Stock Purchase and Exchange Agreement, dated as of December 9, 1999, by and among GE
                    Financial Assurance Holdings, Inc., GE Life and Annuity Assurance Company, PM Holdings,
                    Inc. and Phoenix Group Holdings, Inc. (incorporated herein by reference to Exhibit 10.45 to
                    The Phoenix Companies, Inc. Registration Statement on Form S-l (Registration No.
                    333-55268), filed on February 9, 2001, as amended)

          10.27     Amendment No.1, dated as of December 29, 1999, to the Stock Purchase and Exchange
                    Agreement, dated as of December 9, 1999, by and among GE Financial Assurance Holdings,
                    Inc., GE Life and Annuity Assurance Company, PM Holdings, Inc. and Phoenix Group Holdings,
                    Inc. (incorporated herein by reference to Exhibit 10.46 to The Phoenix Companies, Inc.
                    Registration Statement on Form S-l (Registration No. 333- 55268), filed on February 9,
                    2001, as amended)

          10.28     Amendment No.2, dated as of February 23, 2000, to the Stock Purchase and Exchange
                    Agreement, dated as of December 9, 1999, by and among GE Financial Assurance Holdings,
                    Inc., GE Life and Annuity Assurance Company, PM Holdings, Inc. and Phoenix Group Holdings,
                    Inc. (incorporated herein by reference to Exhibit 10.47 to The Phoenix Companies, Inc.
                    Registration Statement on Form S-1 (Registration No. 333- 55268), filed on February 9,
                    2001, as amended)

          10.29     Amendment No.3, dated as of April 1, 2000, to the Stock Purchase and Exchange Agreement,
                    dated as of December 9, 1999, by and among GE Financial Assurance Holdings, Inc., GE Life
                    and Annuity Assurance Company, PM Holdings, Inc. and Phoenix Group Holdings, Inc.
                    (incorporated herein by reference to Exhibit 10.48 to The Phoenix Companies, Inc.
                    Registration Statement on Form S-1 (Registration No. 333-55268), filed on February 9, 2001,
                    as amended)

          10.30     Amendment No.4, dated as of April 1, 2000, to the Stock Purchase and Exchange Agreement,
                    dated as of December 9, 1999, by and among GE Financial Assurance Holdings, Inc., GE Life
                    and Annuity Assurance Company, PM Holdings, Inc. and Phoenix Group Holdings, Inc.
                    (incorporated herein by reference to Exhibit 10.49 to The Phoenix Companies, Inc.
                    Registration Statement on Form S-l (Registration No. 333-55268), filed on February 9, 2001,
                    as amended)

          10.31     Amendment No.5, dated as of April 1, 2000, to the Stock Purchase and Exchange Agreement,
                    dated as of December 9, 1999, by and among GE Financial Assurance Holdings, Inc., GE Life
                    and Annuity Assurance Company, PM Holdings, Inc. and Phoenix Group Holdings, Inc.
                    (incorporated herein by reference to Exhibit 10.50 to The Phoenix Companies, Inc.
                    Registration Statement on Form S-l (Registration No. 333-55268), filed on February 9, 2001,
                    as amended)


                                                      E-3



          10.32     Amendment No.6, dated as of April 1, 2000, to the Stock Purchase and Exchange Agreement,
                    dated as of December 9, 1999, by and among GE Financial Assurance Holdings, Inc., GE Life
                    and Annuity Assurance Company, PM Holdings, Inc. and Phoenix Group Holdings, Inc.
                    (incorporated herein by reference to Exhibit 10.51 to The Phoenix Companies, Inc.
                    Registration Statement on Form S-l (Registration No. 333-55268), filed on February 9, 2001,
                    as amended)

          10.33     Amendment No.7, dated as of October 31, 2000, to the Stock Purchase and Exchange Agreement,
                    dated as of December 9, 1999, by and among GE Financial Assurance Holdings, Inc., GE Life
                    and Annuity Assurance Company, PM Holdings, Inc. and Phoenix Group Holdings, Inc.
                    (incorporated herein by reference to Exhibit 10.52 to The Phoenix Companies, Inc.
                    Registration Statement on Form S-1 (Registration No. 333- 55268), filed on February 9,
                    2001, as amended)

          10.34     Subordination Agreement, dated as of June 11, 2001 between Phoenix Home Life Mutual
                    Insurance Company and Phoenix Investment Partners, Ltd. (incorporated herein by reference
                    to Exhibit 10.64 to The Phoenix Companies, Inc. Registration Statement on Form S-l
                    (Registration No. 333-55268), filed on February 9, 2001, as amended)

          10.35     Standstill Agreement, dated May 18, 2001, between The Phoenix Companies, Inc. and State
                    Farm Mutual Insurance Company (incorporated herein by reference to Exhibit 4.2 to The
                    Phoenix Companies, Inc. Registration Statement on Form S-1 (Registration No. 333-55268),
                    filed on February 9, 2001, as amended)

          10.36     Shareholder's Agreement, dated as of June 19, 2001, between The Phoenix Companies, Inc. and
                    State Farm Mutual Insurance Company (incorporated herein by reference to Exhibit 10.56 to
                    The Phoenix Companies, Inc. Registration Statement on Form S-1 (Registration No.
                    333-73896), filed on November 21, 2001, as amended)

          10.37     Acquisition Agreement, dated as of November 12, 2001, by and among Kayne Anderson Rudnick
                    Investment Management, LLC, the equity holders named therein and Phoenix Investment
                    Partners, Ltd. (incorporated herein by reference to Exhibit 10.57 to The Phoenix Companies,
                    Inc. Registration Statement on Form S-1 (Registration No. 333-73896), filed on November 21,
                    2001, as amended)

          10.38     Subordination Agreement, dated as of December 27, 2001 between The Phoenix Companies, Inc.
                    and Phoenix Investment Partners, Ltd. (incorporated herein by reference to Exhibit 10.64 to
                    The Phoenix Companies, Inc. annual report of Form 10-K filed March 27, 2001)

          10.39     Subordination Agreement, dated as of January 29, 2002 between The Phoenix Companies, Inc.
                    and Phoenix Investment Partners, Ltd. (incorporated herein by reference to Exhibit 10.65 to
                    The Phoenix Companies, Inc. annual report of Form 10-K filed March 27, 2001)

          10.40     Supplemental Retirement Plan Agreement, dated as of December 18, 2001, between The Phoenix
                    Companies, Inc. and Simon Y. Tan (incorporated herein by reference to Exhibit 10.68 to The
                    Phoenix Companies, Inc. annual report of Form 10-K filed March 27, 2001)

          10.41     Executive Employment Agreement, dated as of January 1, 2003, between The Phoenix Companies,
                    Inc. and Dona D. Young (incorporated herein by reference to Exhibit 99.1 to The Phoenix
                    Companies, Inc. current report on Form 8-K dated January 1, 2003)

          10.42     Employment Continuation Agreement, dated January 1, 2003, between The Phoenix Companies,
                    Inc. and Dona D. Young (incorporated herein by reference to Exhibit 99.2 to The Phoenix
                    Companies, Inc. current report on Form 8-K dated January 1, 2003)

          10.43     Change of Control Agreement, dated February 1, 2001, with Philip R. McLoughlin
                    (incorporated herein by reference to Exhibit 10.22 to The Phoenix Companies, Inc.
                    Registration Statement on Form S-l (Registration No. 333-73896), filed on November 21,
                    2001, as amended)

          10.44     Employment-Related Agreement, dated as of February 1, 2001, between Phoenix Home Life
                    Mutual Insurance Company and Philip R. McLoughlin (incorporated herein by reference to
                    Exhibit 10.61 to The Phoenix Companies, Inc. Registration Statement on Form S-l
                    (Registration No. 333-55268), filed on February 9, 2001, as amended)

          10.45     Statement of Clarification and Intent, dated September 4, 2002, between Philip R.
                    McLoughlin and The Phoenix Companies, Inc. (incorporated herein by reference to Exhibit
                    99.7 to The Phoenix Companies, Inc. current report on Form 8-K dated September 30, 2002)


                                                      E-4



          10.46     General Release, dated September 4, 2002, between Philip R. McLoughlin and The Phoenix
                    Companies, Inc. (incorporated herein by reference to Exhibit 99.7 to The Phoenix Companies,
                    Inc. current report on Form 8-K dated September 30, 2002)

          10.47     Consultant's Agreement dated December 18, 2002, between Philip R. McLoughlin and Phoenix
                    Investment Partners, Ltd. *

          10.48     Retirement and Transition Agreement, dated September 27, 2002, between Robert W. Fiondella
                    and The Phoenix Companies, Inc. (incorporated herein by reference to Exhibit 99.2 to The
                    Phoenix Companies, Inc. current report on Form 8-K dated September 30, 2002)

          10.49     Amendment dated February 10, 2003 to Retirement and Transition Agreement between The
                    Phoenix Companies, Inc. and Robert W. Fiondella *

          10.50     Change in Control Agreement dated as of November 6, 2000 between Phoenix Home Life Mutual
                    Insurance Company and Michael J. Gilotti *

          10.51     Severance Agreement dated December 20, 2000 between Phoenix Home Life Mutual Insurance
                    Company and Michael J. Gilotti *

          10.52     Change in Control Agreement dated as of January 1, 2003, between The Phoenix Companies,
                    Inc. and Michael J. Gilotti *

          10.53     2002 Incentive Plan for Michael J. Gilotti *

          10.54     Change in Control Agreement dated as of February 1, 2001 between Phoenix Investment
                    Partners, Ltd. and Michael E. Haylon *

          10.55     Severance Agreement dated as of February 1, 2001 between Phoenix Investment Partners, Ltd.
                    and Michael E. Haylon *

          10.56     Change in Control Agreement dated as of January 1, 2003, between The Phoenix Companies,
                    Inc. and Michael E. Haylon *

          10.57     2002 Incentive Plan for Simon Y. Tan *

          10.58     Retirement and Transition Agreement dated February 19, 2003, between The Phoenix Companies,
                    Inc. and Simon Y. Tan *

          10.59     General Release, dated February 19, 2003, between Simon Y. Tan and The Phoenix Companies,
                    Inc. *

             12     Ratio of Earnings to Fixed Charges*

             21     Subsidiaries of the Registrant *

             23     Consent of PricewaterhouseCoopers LLP*

           99.1     Certification pursuant to 18 U.S.C.ss.1350 of Dona D. Young, Chief Executive Officer *

           99.2     Certification pursuant to 18 U.S.C.ss.1350 of Coleman D. Ross, Chief Financial Officer *

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

  *     Filed herewith

(+)     Portions subject to confidential treatment request.

        Phoenix will furnish any exhibit upon the payment of a reasonable fee, which fee shall be
        limited to Phoenix's reasonable expenses in furnishing such exhibit.






                                                      E-5






















                                      THIS PAGE INTENTIONALLY LEFT BLANK

EX-10.14

                                                 EXHIBIT 10.14

                                          THE PHOENIX COMPANIES, INC.
                              NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN





                                                                                                 Exhibit 10.14











                                            THE PHOENIX COMPANIES, INC.
                                NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                                 as amended and restated effective January 1, 2003










                                                                                                 Exhibit 10.14


ARTICLE I.    PURPOSE AND EFFECTIVE DATE

    1.1       Purpose.  The Phoenix Companies, Inc. Nonqualified Supplemental Executive Retirement Plan (the
"Supplemental Plan") is intended to provide retirement benefits for certain current and former employees which
are not provided under the Employee Pension Plan (the "Employee Pension Plan") by reason of (a) the exclusion
from the definition of Earnings of Incentive Compensation under an Incentive Compensation Plan designated in
Section 2.7 hereof; (b) the limitation on Earnings that may be taken into account under the Employee Pension
Plan as set forth in Section 401(a)(17) of the Internal Revenue Code; or (c) the exclusion from the definition
of Earnings of amounts deferred under any other deferred compensation program of the Employer. The Supplemental
Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation
for a select group of management or highly compensated employees.

    1.2       Effective Date.  The Supplemental Plan was first effective January 1, 1989.  This amendment and
restatement shall be effective January 1, 2003.

ARTICLE II.   DEFINITIONS

    2.1       "Beneficiary" shall mean the Beneficiary designated under the Employee Pension Plan, except that
the Participant may designate a Beneficiary hereunder by delivering to the Plan Administrator a written
designation of Beneficiary specifically made with respect to this Supplemental Plan.

    2.2       "Benefit Plans Committee" shall mean the committee appointed by and serving at the pleasure of
the Board of Directors of the Employer to administer the Supplemental Plan.

    2.3       "Code" shall mean the Internal Revenue Code of 1986, as amended.

    2.4       "Employee Pension Plan" shall mean The Phoenix Companies, Inc. Employee Pension Plan, a defined
benefit pension plan maintained by the Employer, as it may be amended from time to time.

    2.5       "Employer" shall mean Phoenix Life Insurance Company.

    2.6       "Excess Benefit Plan" shall mean The Phoenix Companies, Inc. Excess Benefit Plan, a plan
maintained by the Employer for the purpose of providing benefits for certain Employees in excess of the
limitations imposed by Section 415 of the Internal Revenue Code.

    2.7       "Incentive Compensation" shall mean compensation payable under the Mutual Incentive Plan, the
Investment Incentive Plan, and such other incentive compensation arrangements as the Employer may designate
from time to time as approved by the Benefit Plans Committee.

    2.8       "Plan Administrator" shall mean the Benefit Plans Committee or the person designated as such by
the Benefit Plans Committee.




                                                                                                 Exhibit 10.14


    2.9       "Supplemental Plan" shall mean The Phoenix Companies, Inc. Nonqualified Supplemental Executive
Retirement Plan as is set forth in this document as it may be amended from time to time.

    Unless the context otherwise indicates, words and phrases capitalized and not otherwise defined herein are
terms defined in the Employee Pension Plan and have the same meaning ascribed to them under the Employee
Pension Plan.

ARTICLE III.  ELIGIBILITY

    3.1       A Vice President or more senior officer of the Employer or any of its subsidiaries that have
adopted this Supplemental Plan or a Career Agency, Ordinary Brokerage or Group Sales Manager employed by the
Employer who is eligible for the Managers Deferred Compensation Program, whose retirement benefits under the
Employee Pension Plan are limited by reason of the exclusion of Incentive Compensation or deferred compensation
amounts from the definition of Earnings or the limitation on Earnings set forth in Section 401(a)(17) of the
Code shall be eligible for benefits under this Supplemental Plan. Employees of Phoenix Investment Partners,
Ltd. in grades 17 through 24 whose retirement benefits under the Employee Pension Plan are limited by reason of
the exclusion of Incentive Compensation or deferred compensation amounts from the definition of Earnings or the
limitation on Earnings set forth in Section 401(a)(17) of the Code became eligible to participate in this
Supplemental Plan effective November 1, 1995. Former Home Life Employees became eligible to participate in this
Supplemental Plan effective January 1, 1995, except for certain Former Home Life Employees to whom a Plant
Closing Benefit is payable pursuant to Section 4.4 of this Supplemental Plan. Employees of Phoenix Equity
Planning Corporation ("PEPCO"), Phoenix Investment Counsel, Inc. ("PIC") and Phoenix Investment Partners, Ltd.
("PXP") who were hired by Phoenix Duff & Phelps Corporation (now PXP) after December 31, 1996 became eligible
to participate in this Supplemental Plan as of January 1, 2000. Employees of Zweig/Glaser Advisers, LLC became
eligible to participate in this Supplemental Plan as of January 1, 2000.

ARTICLE IV.   BENEFITS

    4.1       The amount of monthly benefit provided under this Supplemental Plan shall be the excess of (a)
over (b) where:

              (a)      is the amount of monthly benefit that would have been provided under the Employee
                       Pension Plan if the exclusion of Incentive Compensation or deferred compensation amounts
                       from the definition of Earnings and the limitation on Earnings set forth in Section
                       401(a)(17) of the Code did not apply; provided, however, that in determining the amount
                       of a Participant's Final Average Earnings, the amount of Incentive Compensation derived
                       from the Mutual Incentive Plan which shall be taken into account shall be equal to
                       such annual Incentive Compensation received by the Participant averaged over any three
                       (3) full calendar years within the last five (5) consecutive full calendar years that
                       produces the highest average; and

                                                      -2-


                                                                                                 Exhibit 10.14


              (b)      is the amount of monthly benefit payable under the Employee Pension Plan.

    4.2       Notwithstanding 4.1 to the contrary, the amount of monthly benefit payable to a Participant under
this Supplemental Plan shall be reduced to the extent that the aggregate monthly benefit payable to the
Participant under the Employee Pension Plan, the Excess Benefit Plan and this Supplemental Plan exceeds the
amount of monthly benefit that would have been provided under the Employee Pension Plan if the exclusion of
Incentive Compensation or deferred compensation from the definition for Earnings, the limitation on Earnings
set forth in Section 401(a)(17) of the Code and the limitations imposed by Section 415 of the Code did not
apply.

    4.3       (a)      To the extent that 4.1 requires the determination of the amount of monthly benefit
                       payable under the Employee Pension Plan, only the benefit payable with respect to
                       Service credited on and after January 1, 1993 shall be taken into account for purposes
                       of calculating the benefit payable under this Supplemental Plan to a Former Home Life
                       Employee.

              (b)      The amount of monthly benefit payable under Section 4.1 to an Employee of PIC, PEPCO or
                       PXP who was ineligible to participate in the Employee Pension Plan for the period
                       January 1, 1997, through December 31, 1999, shall be computed to include an additional
                       amount equal to the difference between the benefit such officer actually accrued under
                       the Employee Pension Plan as of his or her Annuity Commencement Date and the benefit
                       such officer would have accrued had he or she not been excluded from participation in
                       the Employee Pension Plan for such period.

    4.4       In addition to the benefit payable pursuant to 4.1 and notwithstanding the provisions of 4.3 to
the contrary, this Supplemental Plan shall also pay to each Employee Pension Plan Participant identified in
Section 2.05(g) of the Employee Pension Plan as not being a Plant Closing Eligible Employee, the Plant Closing
Benefit that would have been payable to such Employee Pension Plan Participant under Section 3.8 of the
Employee Pension Plan had such Employee Pension Plan Participant not been excluded from the definition of Plant
Closing Eligible Employee.

    4.5       For purposes of 4.1 above, Incentive Compensation shall be deemed Earnings with respect to the
year in which such Incentive Compensation is actually paid or deferred.

    4.6       The payment of benefits to which a Participant or Beneficiary shall be entitled under this
Supplemental Plan shall be made in the same form and manner and at the same time as is applicable or elected
under the Employee Pension Plan. Notwithstanding the foregoing, the payment of benefits to a Participant, who
has indicated in writing, including email, to the Plan Administrator or the President after August 1, 2002 and
before January 1, 2003 such Participant's intention to retire, shall be made in accordance with the terms of
the Supplemental Plan in effect on December 31, 2002.

                                                      -3-


                                                                                                 Exhibit 10.14


    4.7       Benefits accrued under this Supplemental Plan before March 1, 2003 are subject to cost of living
adjustments as described in the Employee Pension Plan.

    4.8       The provisions of the Employee Pension Plan concerning suspension of benefits upon re-employment
are applicable to the benefits payable under this Supplemental Plan.

    4.9       Any benefit payable under the Employee Pension Plan shall be solely in accordance with the terms
and provisions thereof, and nothing in this Supplemental Plan shall operate or be construed in a way to modify,
amend or affect the terms and provisions of the Employee Pension Plan.

    4.10      If the spouse of a Participant in the Supplemental Plan is entitled to a death benefit under the
Employee Pension Plan, said spouse shall be entitled to receive from the Employer a death benefit under this
Supplemental Plan equal to the difference between (a) the death benefit that would be payable to said spouse
under the Employee Pension Plan as of the date of the Participant's death if such benefit were calculated based
on the benefit described in this Article IV; and (b) the death benefit actually payable to said spouse under
the Employee Pension Plan as of the date of the Participant's death, calculated in accordance with the terms of
the Employee Pension Plan. No death benefit other than that set forth in this Section 4.10 shall be payable
under this Supplemental Plan if a Participant dies prior to the commencement of benefit payments under this
Supplemental Plan.

ARTICLE V.    VESTING

    5.1       Except for Employee Pension Plan Participants to whom a Plant Closing Benefit is payable under
Section 4.4 of this Supplemental Plan who shall be fully vested in said Plant Closing Benefit, and except for
Participants who are Employees of Phoenix American Life Insurance Company ("PAL"), a participating Employer in
this Supplemental Plan, whose failure to meet the conditions for payment of benefits hereunder is by reason of
PAL's termination of participation in this Plan on account of its sale by the Employer, a Participant shall
have a vested, non-forfeitable interest in his or her Supplemental Plan benefits upon such Participant's
attainment of Normal Retirement Age under the Employee Pension Plan or on earlier termination of employment by
death. Otherwise, a Participant shall be fully vested in his or her benefits under this Supplemental Plan upon
completion of five (5) Years of Vesting Service, as defined under the Employee Pension Plan.

ARTICLE VI.   CLAIMS FOR BENEFITS

    6.1       Claims for benefits under the Supplemental Plan may be filed with the Plan Administrator on forms
supplied by the Plan Administrator.  Written or electronic notice of the disposition of a claim shall be
furnished to the claimant within ninety (90) days after the application is filed (or within one hundred eighty
(180) days if special circumstances require an extension of time for processing the claim and if written notice
of such extension and circumstances are communicated to the claimant within the initial ninety (90)-day
period). In the event the claim is wholly or partially denied, the reasons for the denial shall be specifically
set forth in the notice in language calculated to be understood by the claimant, pertinent provisions of the
Supplemental Plan on which the decision is based shall be cited, and, where appropriate, a

                                                      -4-


                                                                                                 Exhibit 10.14


description of any additional material or information necessary to perfect the claim, and an explanation of why
such material or information is necessary, will be provided. In addition, the claimant shall be furnished with
an explanation of the Supplemental Plan's claims review procedure and the time limits applicable to such
procedures, including a statement of the claimant's right to bring a civil action under Section 502(a) of ERISA
following an adverse benefit determination on review. A claimant must request a review of a denied claim in
accordance with the procedures described in the following paragraph before the claimant is permitted to bring a
civil action for benefits.

              Any Employee, former Employee, or authorized representative or Beneficiary of either, who has
been denied a benefit by a decision of the Plan Administrator shall be entitled to request the Plan
Administrator to give further consideration to his claim by filing with the Plan Administrator (on a form which
may be obtained from the Plan Administrator) a request for review. Such request, together with a written
statement of the reasons why the claimant believes his claim should be allowed, shall be filed with the Plan
Administrator no later than sixty (60) days after receipt of the notification provided for above. If such
request is so filed, the claimant or his representative may submit written comments, documents, records and
other information relating to the claim to the Plan Administrator within sixty (60) days after receipt of the
notification provided for above. The claim for review shall be given a full and fair review that takes into
account all comments, documents, records and other information submitted that relates to the claim, without
regard to whether such information was submitted or considered in the initial benefit determination. The Plan
Administrator shall provide the claimant or his representative with written or electronic notice of the final
decision as to the allowance of the claim within sixty (60) days of receipt of the request for review (or
within one hundred twenty (120) days if special circumstances requires an extension of time for processing the
request and if written notice of such extension and circumstances is given to the claimant or his
representative within the initial sixty (60)-day period). Such communication shall be written in a manner
calculated to be understood by the claimant and shall include specific reasons for the decision, specific
references to the pertinent Supplemental Plan provisions on which the decision is based, a statement of the
claimant or his representative's right to bring a civil action under Section 502(a) of ERISA and a statement
that the claimant or his beneficiary is entitled to receive, upon request and free of charge, reasonable access
to and copies of, all documents, records and other information relevant to the claim for benefits. A document
is relevant to the claim for benefits if it was relied upon in making the determination, was submitted,
considered or generated in the course of making the determination or demonstrates that benefit determinations
are made in accordance with the Supplemental Plan and that Supplemental Plan provisions have been applied
consistently with respect to similarly situated claimants.

    6.2       Any payment to any Participant, or to such Participant's legal representative or Beneficiary, in
accordance with the provisions of this Supplemental Plan, shall be in full satisfaction of all claims hereunder
against the Employer. The Plan Administrator may require such Participant, legal representative, or
Beneficiary, as a condition precedent to such payment, to execute a receipt and release therefor in such form
as it shall determine. If the Plan Administrator shall receive evidence satisfactory to the Plan Administrator
that any payee under this Supplemental Plan is a minor, or is legally, physically, or mentally incompetent to
receive and to give valid release for any payment due him or her under this Supplemental Plan, any such
payment, or any part thereof, may, unless claim therefor shall have been made to the Plan

                                                      -5-


                                                                                                 Exhibit 10.14


Administrator by a duly appointed executor, administrator, guardian, committee, or other legal representative
of such payee, be paid by the Plan Administrator to such payee's spouse, child, parent or other blood relative,
or to any person, persons or institutions deemed by the Plan Administrator to have incurred expense for or on
behalf of such payee, and any payment so made shall, to the extent thereof, be in full settlement of all
liability in respect of such payee. If a dispute arises as to the proper recipient of any payments, the Plan
Administrator in its sole discretion may withhold or cause to be withheld such payments until the dispute shall
have been determined by a court of competent jurisdiction or shall have been settled by the parties concerned.

    6.3       If any benefits payable under this Supplemental Plan to a Participant, or to such Participant's
legal representative or Beneficiary, cannot be paid by reason that such person cannot be located for three (3)
years after reasonable efforts have been made to locate such person, the Plan Administrator may declare such
benefits forfeited and return such benefits to the Employer; provided, however, that in the event such
Participant, or such Participant's legal representative or Beneficiary, is subsequently located or files a
claim for benefits, such amount plus interest shall be reinstated to the Participant's account for the benefit
of such Participant, or such Participant's legal representative or Beneficiary, as the case may be.

ARTICLE VII.  AMENDMENT AND TERMINATION

    7.1       The Benefit Plans Committee shall have the right to amend this Supplemental Plan at any time and
from time to time, including a retroactive amendment, by resolution adopted by it at a meeting duly called or
by unanimous written consent in accordance with the Employer's Articles of Incorporation, Bylaws and applicable
law. Any such amendment shall become effective upon the date stated therein, and shall be binding on all
Participants and Beneficiaries, except as otherwise provided in such amendment; provided, however that said
amendment shall not adversely affect benefits payable to a Participant or Beneficiary where the cause giving
rise to such benefit (e.g., retirement) has already occurred.

    7.2       The Employer has established this Supplemental Plan with the bona fide intention and expectation
that from year to year it will deem it advisable to continue it in effect. However, the Employer, in its sole
discretion, reserves the right to terminate the Supplemental Plan in its entirety at any time without the
consent of any Participant; provided, however, that in such event, benefits shall not be affected where the
cause giving rise to such benefit (e.g. retirement) has already occurred. All other benefits accrued hereunder
shall immediately be forfeited. Any such termination shall be accomplished by resolution of the Benefit Plans
Committee adopted at a meeting duly called or by unanimous written consent in accordance with the Employer's
Articles of Incorporation, Bylaws and applicable law.

ARTICLE VIII. SOURCE OF BENEFIT PAYMENTS

    8.1       No special or separate fund shall be established by the Employer and no segregation of assets
shall be made to assure the payment of benefits under the Supplemental Plan. No Participant shall have any
right, title, or interest whatsoever in any specific asset of the Employer. Nothing contained in this
Supplemental Plan and no action taken pursuant to its provisions shall create or be construed to create a trust
of any kind, or a fiduciary relationship,

                                                      -6-


                                                                                                 Exhibit 10.14


between the Employer and a Participant or any other person. To the extent that any person acquires a right to
receive payments under this Supplemental Plan, such right shall be no greater than the right of an unsecured
general creditor of the Employer.

ARTICLE IX.   GENERAL

    9.1       To the extent permitted by law, the right of any Participant or Beneficiary to any benefit or
payment hereunder shall not be subject in any manner to attachment or other legal process, and no such benefit
or payment shall be subject to anticipation, alienation, sale, transfer, assignment, or encumbrance.

    9.2       The Supplemental Plan shall be operated and administered by the Plan Administrator or its duly
authorized representative.  The Plan Administrator shall have sole discretionary authority to determine all
questions arising in connection with the Supplemental Plan, to interpret the provisions of the Supplemental
Plan and to construe all of its terms, to adopt, amend and rescind rules and regulations for the administration
of the Supplemental Plan and to make all determination in connection with the Supplemental Plan as may be
necessary or advisable. All such actions of the Plan Administrator shall be conclusive and binding on all
persons.

    9.3       This Supplemental Plan shall be governed by and construed in accordance with the laws of the
State of Connecticut other than and without reference to any provisions of such laws regarding choice of laws
or conflict of laws, to the extent such laws are not pre-empted by the Employee Retirement Income Security Act
of 1974, as amended.

    9.4       The establishment of this Supplemental Plan shall not be construed as giving to any Participant,
Employee or any person whomsoever, any legal, equitable or other rights against the Employer, or its officers,
directors, agents or shareholders, or as giving to any Participant or Beneficiary any interest in the assets or
business of the Employer or giving any Employee the right to be retained in the employment of the Employer. All
Employees and Participants shall be subject to discharge to the same extent they would have been if this
Supplemental Plan had never been adopted.

    9.5       The Employer may withhold from a payment any federal, state or local taxes required by law to be
withheld with respect to such payments and such sums as the Employer may reasonably estimate are necessary to
cover taxes for which the Employer may be liable and which may be assessed with regard to such payment.

    9.6       The illegality of any particular provision of this document shall not affect the other provisions
and the document shall be construed in all respects as if such invalid provision were omitted.

ARTICLE X.    PARTICIPATING EMPLOYERS

    10.1      Adoption of Supplemental Plan by Other Employers.  With the consent of the Benefit Plans
Committee, any other corporation may adopt the Supplemental Plan and all of the provisions hereof and
participate herein as a Participating Employer by a properly executed document evidencing said intent and will
of such Participating Employer.

                                                      -7-


                                                                                                 Exhibit 10.14


    10.2      Requirements of Participating Employers.

              (a)      Benefits payable under the Supplemental Plan to employees of the Participating Employer
                       are funded through the Participating Employer's general assets.  The Participating
                       Employer agrees to pay and assumes all liability with respect to all benefits payable
                       under the Supplemental Plan to past, present and future employees of the Participating
                       Employer, their spouses and other dependents and beneficiaries in accordance with the
                       terms of the Supplemental Plan.  Notwithstanding the foregoing, Phoenix Life Insurance
                       Company and not Phoenix Equity Planning Corporation nor Phoenix Investment Counsel, Inc.
                       shall pay and assume liability for benefits payable under the Supplemental Plan to
                       Employees of Phoenix Equity Planning Corporation and Phoenix Investment Counsel, Inc.
                       with respect to service completed before January 1, 1996.

              (b)      The Plan Administrator shall keep separate books and records concerning the
                       contributions and benefits payable under the Supplemental Plan with respect to the
                       Participating Employer and the Employees of the Participating Employer.

              (c)      The Participating Employer shall pay to Phoenix Life Insurance Company its proportionate
                       share of any administrative expenses of the Supplemental Plan which are to be paid by
                       the Employer.

    10.3      Designation of Agent.  Each Participating Employer shall be deemed to have designated irrevocably
the Benefit Plans Committee and the Plan Administrator as its agents.

    10.4      Plan Amendment.

              (a)      Subject to the provisions of paragraph (b) hereof, each Participating Employer hereby
                       delegatesto the Employer the right at any time to amend the Supplemental Plan in
                       accordance with the terms of the Supplemental Plan, provided that any such amendment
                       could not affect the Participating Employer's share of the cost of the Supplemental
                       Plan.  If an amendment could significantly affect the Participating Employer's share of
                       the cost of the Supplemental Plan, then such amendment shall not be effective with
                       respect to the Participating Employer until approved by the Participating Employer. Any
                       such amendment shall be adopted by the Participating Employer's Benefit Plans Committee
                       unless such amendment could significantly affect the Participating Employer's share of
                       the cost of the Supplemental Plan, as determined by the Participating Employer's
                       Benefit Plans Committee, in which case such amendment shall be adopted by the
                       Participating Employer's Board of Directors in accordance with the

                                                      -8-


                                                                                                 Exhibit 10.14


                       Participating Employer's Articles of Incorporation, Bylaws and applicable law and shall
                       become effective as provided therein upon its execution.

              (b)      No amendment to the Supplemental Plan shall be effective with respect to the
                       Participating Employer until 45 days after a copy of the amendment shall have been
                       delivered to the Participating Employer, unless the Participating Employer shall have
                       waived its right to receive such advance copy of the amendment.

    10.5      Withdrawal of a Participating Employer.  A Participating Employer may terminate its participation
in the Supplemental Plan by giving the Benefit Plans Committee prior written notice specifying a termination
date which shall be the last day of a month at least 30 days subsequent to the date such notice is delivered to
the Benefit Plans Committee, unless the Benefit Plans Committee shall have waived its right to such notice. The
Benefit Plans Committee may terminate a Participating Employer's participation in the Supplemental Plan as of
any termination date by giving the Participating Employer prior written notice specifying a termination date
which shall be the last day of a month at least 30 days subsequent to the date such notice is delivered to the
Participating Employer, unless the Participating Employer shall have waived its right to such notice.

    10.6      Plan Administrator's Authority.  The Plan Administrator shall have all of the duties and
responsibilities authorized by the Supplemental Plan and shall have the authority to make any and all rules,
regulations and decisions necessary or appropriate to effectuate the terms of the Supplemental Plan, which shall
be binding upon each Participating Employer and all Participants.

                                                      -9-

EX-10.15

                                                 EXHIBIT 10.15

                                           2001 PHANTOM OPTION PLAN






                                                                                                 Exhibit 10.15


                                            PHOENIX INVESTMENT PARTNERS
                                             2001 PHANTOM OPTION PLAN



Plan Objectives

          -    Meet the competitive need for a long-term incentive plan based on our success in building PXP's
               value.

          -    Provide the ability to attract and retain capable staff with a competitive compensation
               opportunity.

          -    Provide assurance to The Phoenix Companies shareholders that PXP associates are incented to
               maximize PXP's profitability.

          -    Demonstrate to external constituents our commitment to the long-term success of PXP.

Plan Concept

          -    The plan is designed to provide a long-term incentive based on the success of PXP.

          -    Option value will be based on a formula that incorporates changes in operating income (adjusted
               for change in amortization of goodwill and intangibles during the plan period) and revenue.
               Weighting for valuation purposes will be 2/3 operating income before increased amortization
               of goodwill and other intangibles and 1/3 revenue.

Vesting
          -    33 1/3% on the first three anniversaries of each grant.

Term
          -    5 years from date of grant.

Valuation
          -    Phantom Option valuations will be calculated periodically.

Exercise
          -    Vested Phantom Options may be exercised and cashed out at any time, based on the most recent
               valuation.

                                                       1


                                                                                                 Exhibit 10.15


Tax
          -    Tax will be withheld at the ordinary income tax rate when Phantom Options are cashed out

Hypothetical Value Illustration

          -    Phantom Options will be valued quarterly using 2/3 operating income and 1/3 revenue. Based on a
               15% growth rate in operating income and revenue each year, Phantom Options granted in 2001 with
               a strike price of $13.35, will grow in value as demonstrated in the table below:

- --------------------------- --------------- ------------ ----------- ------------ ----------- -----------
                            July 1, 2001     7/1/2002     7/1/2003    7/1/2004     7/1/2005    7/1/2006
- --------------------------- --------------- ------------ ----------- ------------ ----------- -----------
Phantom Strike Price            $13.35
- --------------------------- --------------- ------------ ----------- ------------ ----------- -----------
Percent Growth                                  15%         15%          15%         15%          15%
- --------------------------- --------------- ------------ ----------- ------------ ----------- -----------
Phantom Share Value                           $15.35       $17.65      $20.30       $23.35      $26.85
- --------------------------- --------------- ------------ ----------- ------------ ----------- -----------
Phantom Option Value                           $2.00        $4.30       $6.95       $10.00      $13.50
- --------------------------- --------------- ------------ ----------- ------------ ----------- -----------



Non-Transferability

          -    Other than under circumstances of death or disability, Phantom Options may not be assigned,
               transferred, or pledged to another person.

Termination

          -    Phantom Options fully vest on termination due to retirement, death or disability and may be
               cashed out  at any time prior to the end of the option term or within three years following
               termination, whichever period is shorter.

          -    For individuals terminating for any reason other than cited above, all unvested options are
               forfeited. Vested Options will be cashed out at termination.

Impact On Benefits

          -    Payments made under the Plan will not be used for determining pay-related benefits under the
               qualified benefit plans maintained by the Company.

Other

          -    The Company may amend or terminate this plan at any time without advance notice. No consent of
               any employee is required to terminate, modify or change this plan. All payments are made at the
               discretion of the Company.

                                                       2

EX-10.16

                                                 EXHIBIT 10.16

                                           2002 PHANTOM OPTION PLAN





                                                                                                 Exhibit 10.16



                                            PHOENIX INVESTMENT PARTNERS
                                             2002 PHANTOM OPTION PLAN



Plan Objectives

          -    Meet the competitive need for a long-term incentive plan based on our success in building PXP's
               value

          -    Provide the ability to attract and retain capable staff with a competitive compensation
               opportunity

          -    Provide assurance to The Phoenix Companies shareholders that PXP associates are incented to
               maximize PXP's profitability

          -    Demonstrate to external constituents our commitment to the long-term success of PXP

Plan Concept

          -    The plan is designed to provide a long-term incentive based on the success of PXP.

          -    Option value will be based on a formula that incorporates changes in  operating income (before
               amortization of intangibles) and revenue.  Weighting for valuation purposes will be 2/3
               operating income and 1/3 revenue.

Vesting
          -    33 1/3% on the first three anniversaries of each grant

Term
          -    January 1, 2002 through March 31, 2007

Valuation
          -    Phantom Option valuations will be calculated and published quarterly.

Cash Out
          -    Vested Phantom Options may be cashed out only during the open window period from March 1 through
               March 31 each year

          -    The immediately preceding December 31 share value will be used to calculate the option value for
               the open window period
Tax
          -    Federal, state, local and FICA taxes (as applicable) will be withheld at the ordinary income tax
               rate when Phantom Options are cashed out

                                                       1



                                                                                                 Exhibit 10.16


Hypothetical Value Illustration

          -    Phantom Options will be valued quarterly using 2/3 operating income and 1/3 revenue. Based on a
               10% growth rate in operating income and revenue each year, Phantom Options granted in 2002 with
               a strike price of $10.30, will grow in value as demonstrated in the table below:

- --------------------------- --------------- ------------- ------------ ------------- ------------ -----------
                               1/1/2002       1/1/2003      1/1/2004     1/1/2005      1/1/2006    1/1/2007
- --------------------------- --------------- ------------- ------------ ------------- ------------ -----------
Phantom Share Price             $10.30
- --------------------------- --------------- ------------- ------------ ------------- ------------ -----------
Percent Growth                                   10%          10%           10%          10%          10%
- --------------------------- --------------- ------------- ------------ ------------- ------------ -----------
Phantom Share Value                            $11.33        $12.46       $13.71        $15.08      $16.59
- --------------------------- --------------- ------------- ------------ ------------- ------------ -----------
Phantom Option Value                            $1.03         $2.16        $3.41         $4.78       $6.29
- --------------------------- --------------- ------------- ------------ ------------- ------------ -----------



Non-Transferability

          -    Other than under circumstances of death or disability, Phantom Options may not be assigned,
               transferred, or pledged to another person.

Termination

          -    Phantom Options fully vest on termination due to retirement, death or disability. They may be
               cashed out at any time prior to the end of the option term or within three years following
               termination, whichever period is shorter based on the most recent quarterly valuation.

          -    For individuals terminating for any reason other than cited above, all unvested options are
               forfeited. Vested Options will be cashed out at termination based on the most recent quarterly
               valuation.

Impact On Benefits

          -    Payments made under the Plan will not be used for determining pay-related benefits under the
               qualified benefit plans maintained by the Company.

Other

          -    The Company may amend or terminate this plan at any time without advance notice.  No consent of
               any employee is required to terminate, modify or change this plan. All payments are made at the
               discretion of the Company.

                                                       2

EX-10.17

                                                 EXHIBIT 10.17

                                       PHOENIX INVESTMENT PARTNERS, LTD.

                                         2002 MANAGEMENT INCENTIVE PLAN


                                                   CORPORATE





                                                                                                 Exhibit 10.17







                                       PHOENIX INVESTMENT PARTNERS, LTD.
                                        2002 MANAGEMENT INCENTIVE PLAN


                                                 CORPORATE







                                                                                                 Exhibit 10.17


                                     2002 Management Incentive Plan




PURPOSE

Phoenix Investment Partners' 2002 Management Incentive Plan provides an opportunity for Company officers to
enhance their compensation if Phoenix Investment Partners meets or exceeds its plan objectives.


PLAN SUMMARY

    •   Company incentive pool based on earnings
    •   Line of business and Corporate performance matrix
    •   Individual award


PLAN COMPONENTS

•    Company Incentive Pool - A Company incentive pool will be determined based on PXP cash operating earnings.
     At target, the pool will be funded in an amount equal to the sum of the target incentives for all
     participants in the Management Incentive Plan and the Investment Incentive Plan. This pool will increase
     or decrease by 35% of any change in cash operating earnings.

•    Pool Allocation - Once Company financial results are determined, the Company pool will be allocated in
     proportion to the sum of the target incentives for all participants in the Management Incentive Plan and
     the Investment Incentive Plan. Allocation to the three lines of business (Retail, Institutional, AFP) and
     Corporate within MIP will be based on relative success determined by using the performance matrices. (See
     Exhibit A for pool allocation example)

•    Performance Matrix - Performance matrices are established for Retail, Institutional and Corporate. These
     performance matrices are designed to help us focus on meeting or exceeding plan. (See Exhibit B for your
     Performance Matrix)

•    Incentive Payment Calculation - Subject to the size of the funded pool, participants will receive up to
     200% of their target incentive, with 75% of the total incentive award based on the performance matrix and
     25% based on management discretion. (See Exhibit C for calculation example)



                                                       2


                                                                                                 Exhibit 10.17

INCENTIVE TARGET

Annually, target incentive awards are established for each participant.  Your target incentive award for 2002
is $. Your actual incentive award can range from a minimum of $0 to a maximum of $.


ELIGIBILITY

Eligibility is limited to all officers who do not participate in the Investment Incentive Plan or sales related
plans.

Participants who leave the company during the plan year will not receive an incentive payment. In addition,
participants must be employed by the company on the day the bonus is paid. In the event of a termination during
the plan year due to disability, death, or retirement, a pro-rata payment will be made.

Employees who are promoted to officer after the beginning of the plan year will be eligible for a pro-rata
award based on the number of months as a plan participant. New employees hired as officers will receive a
pro-rata award. Any employees who become eligible for participation after the end of the third quarter will not
be eligible for an award in that year.

Officers transferring from Phoenix Home Life will not be prorated and will receive full year payout.


PROCESS FOR DETERMINING INCENTIVE PLAN AWARDS

Following the close of the plan year, overall results will be determined. Recommendations for individual awards
will be submitted by the LOB heads to the Chief Executive Officer. The Chief Executive Officer may at his
discretion, modify awards based on individual contribution. Regardless of eligibility criteria stated above,
employees have no right or entitlement to any incentive award or calculation until conditions stated in the
plan are met, approvals are received and payments are made. The Company may amend or terminate this plan at any
time without advance notice. No consent of any employee is required to terminate, modify or change this plan.
Incentives will be paid subject to normal withholdings and plan deferrals as soon as is practical after
approval by the Chief Executive Officer. All incentive plan awards are paid at the discretion of the Company.

IMPACT ON BENEFITS

Incentive payments made under the plan will not be used to determine pay-related benefits under the qualified
or non-qualified benefit plans maintained by the Company.

                                                       3


                                                                                                 Exhibit 10.17

                                                                                        Exhibit A




                                          Incentive Pool Allocation



                                                     Cash
                                                  Operating
                                                   Earnings
                                              /                 \
                                             /                   \
                                         MIP                     IIP
                                          /                        \
                                         /                          \
                                 LOB &                               Teams
                              Corporate
                                     /                                 \
                                    /                                   \
                         Individual                                     Individual



                                                       4


                                                                                                 Exhibit 10.17


                                                                                                    Exhibit B



                                              2002 Corporate MIP Performance Matrix
                                                    Non-Discretionary Portion





                            --------------------------------------------------------------------------------
                 115%         90%      100%     115%     140%     160%    180%     200%     200%     200%
                            --------------------------------------------------------------------------------
                 110%         80%       90%     100%     115%     140%    160%     200%     200%     200%
                            --------------------------------------------------------------------------------
                 105%         70%       80%      90%     100%     115%    140%     175%     200%     200%
                            --------------------------------------------------------------------------------
Revenue*         100%         55%       65%      75%      85%     100%    125%     150%     175%     200%
                            --------------------------------------------------------------------------------
                  96%         40%       50%      60%      75%      85%    115%     140%     165%     190%
                            --------------------------------------------------------------------------------
                  92%         30%       40%      50%      60%      75%    100%     125%     150%     175%
                            --------------------------------------------------------------------------------
                  88%         20%       30%      40%      50%      65%     90%     115%     140%     165%
                            --------------------------------------------------------------------------------

(% of Plan)                   85%       90%      95%     100%     104%    112%     120%     128%     136%

                                                        Cash Operating Earnings **


* Operating revenue including management fees, ancillary fees and other operating income fees
** Pre-tax income before MIP, IIP, amortization of intangibles and net interest expense




                                                                                                 Exhibit 10.17

                                                                                                     Exhibit C


                                           Management Incentive Plan

                                  Corporate Calculation Example at Target


Participant Assumptions

Bonus target - $12,000
Performance Component - 75%
Discretionary Component - 25%
Performance Matrix Portion - $12,000 x 75% = $9,000
Discretionary Portion - $12,000 x 25% = $3,000

Performance Matrix

Revenue - 100% of target
Cash Operating Earnings  - 100% of target
(Based on Performance Matrix in Exhibit B the payout for the non-discretionary portion is 100%)

Management Discretion

100% of target

Company Cash Operating Earnings Pool

100% of target incentive pool available

Calculation

Performance Matrix Portion x Matrix Result = Payout
                                                                       $9,000 x 100% =  $9,000

Discretionary Portion x Management Discretion = Payout
                                                                       $3,000 x 100% =  $3,000
                                                                                        ------

                                                                        Sub Total    = $12,000

Available pool based on company pool                                                 = $12,000

Incentive plan payout                                                                = $12,000

EX-10.18

                                                 EXHIBIT 10.18

                                          PHOENIX INVESTMENT PARTNERS
                                         2002 ASSOCIATE INCENTIVE PLAN

                                                    «NAME»





                                                                                                 Exhibit 10.18









                                         PHOENIX INVESTMENT PARTNERS
                                        2002 ASSOCIATE INCENTIVE PLAN

                                                  «NAME»




                                                                                                 Exhibit 10.18


                                       2002 Associates Incentive Plan



PURPOSE

Phoenix Investment Partners' 2002 Management Incentive Plan provides an opportunity for Company
non-officers to enhance their compensation if Phoenix Investment Partners meets or exceeds its
profitability objectives.


PLAN SUMMARY

Target and maximum incentive awards are established for each individual as a percentage of base salary at
the beginning of each year.  Performance relative to cash operating earnings and revenue goals are measured
and payouts are made in the first quarter after final results are known.


PERFORMANCE MATRIX

                 ---------------------------------------------------------------------------------------
                    115%     125%     135%    150%     165%     175%     200%     200%    200%     200%
                 ---------------------------------------------------------------------------------------
                    110%     100%     110%    125%     140%     150%     175%     200%    200%     200%
                 ---------------------------------------------------------------------------------------
                    105%      75%      85%    100%     115%     125%     150%     175%    200%     200%
                 ---------------------------------------------------------------------------------------
Revenue*            100%      55%      65%     75%      85%     100%     125%     150%    175%     200%
                 ---------------------------------------------------------------------------------------
                     96%      40%      50%     60%      75%      85%     115%     140%    165%     190%
                 ---------------------------------------------------------------------------------------
                     92%      30%      40%     50%      60%      75%     100%     125%    150%     175%
                 ---------------------------------------------------------------------------------------
                     88%      20%      30%     40%      50%      65%      90%     115%    140%     165%
                 ---------------------------------------------------------------------------------------

(% of Plan)                   85%      90%     95%     100%     104%     112%     120%    128%     136%

                 Cash Operating
                 Earnings**



* Operating revenue including management fees, ancillary fees and other operating income fees
** Pre-tax income before MIP, IIP, amortization of intangibles and net interest expense



                                                                                                 Exhibit 10.18


INCENTIVE TARGET

Incentive targets are expressed as a percent of base salary and are based on exempt and non-exempt status.
Target and maximum incentives are as follows:

Incentive as Percent of Salary
                                                        Target                                 Maximum
Exempt                                                    5%                                     10%
Non-exempt                                               2.5%                                    5%

ELIGIBILITY

Eligibility is limited to all Corporate and Retail non-officers who do not participate in the Management
Incentive Plan, Investment Incentive Plan or sales related plans.  Participants who leave the company
during the plan year will not receive an incentive payment.  In addition, participants must be employed by
the company on the day the bonus is paid.  In the event of a termination during the plan year due to
disability, death, or retirement, a pro-rata payment will be made.

New employees will receive a pro-rata award.  Any employees who become eligible for participation after the
end of the third quarter will not be eligible for an award in that year.


PROCESS FOR DETERMINING INCENTIVE PLAN AWARDS

Following the close of the plan year, overall results will be determined.  The Compensation Committee of
the Board of Directors may at its discretion, modify awards.  Regardless of eligibility criteria stated
above, employees have no right or entitlement to any incentive award or calculation until conditions stated
in the plan are met, approvals are received and payments are made.  The Company may amend or terminate this
plan at any time without advance notice.  No consent of any employee is required to terminate, modify or
change this plan.  After the approval by the Compensation Committee of the Board of Directors, incentives
will be paid subject to normal withholdings and plan deferrals.   All incentive awards are paid at the
discretion of the Company.


IMPACT ON BENEFITS

Incentive payments made under the Plan will not be used for determining pay-related benefits under the
qualified benefit plans maintained by the company.

EX-10.19

                                                 EXHIBIT 10.19

                                       PHOENIX INVESTMENT PARTNERS, LTD.
                                         2002 INVESTMENT INCENTIVE PLAN

                                               DPIM FIXED INCOME



                                                    «NAME»





                                                                                                  Exhibit 10.19





                                      PHOENIX INVESTMENT PARTNERS, LTD.
                                       2002 INVESTMENT INCENTIVE PLAN

                                               DPIM FIXED INCOME



                                                   «NAME»





                                                                                                  Exhibit 10.19


                                     2002 Investment Incentive Plan



PURPOSE

Phoenix Investment Partners' 2002 Investment Incentive Plan provides an opportunity for Investment Plan
participants to significantly enhance their compensation if Phoenix Investment Partners achieves its plan and
their investment team meets expectations.


PLAN SUMMARY


      •   Company incentive pool based on earnings
      •   Investment team pool based on team performance
      •   Individual awards


PLAN COMPONENTS

•    Company Incentive Pool - A Company incentive pool will be determined based on PXP cash operating
     earnings.  At target, the pool will be funded in an amount equal to the sum of the target incentives for
     all participants in the Management Incentive Plan and the Investment Incentive Plan. This pool will
     increase or decrease by 35% of any change in cash operating earnings.

•    Pool Allocation - Once Company financial results are determined, the Company pool will be allocated in
     proportion to the sum of the target incentives for all participants in the  Management Incentive Plan and
     the Investment Incentive Plan.  Allocation to the individual investment plans will be based on relative
     success of each investment incentive plan.  (See Exhibit A for pool allocation example)

•    Investment Team Objectives - At the beginning of each year, expectations are set for each team, which
     emphasize specific peer group or index measures.  (See Exhibit B for your performance expectations)

•    Incentive Calculation - The total incentive award is calculated in the following steps:
          1. Company pool created based on adjusted cash operating earnings and allocated between MIP and IIP
          2. IIP pool allocated to all investment teams based on their performance relative to benchmarks and
             peer groups
          3. 70% of the award is based on team performance and 30% is based on discretion
         (See Exhibit C for calculation example)




                                                                                                  Exhibit 10.19


•    Discretionary Award - In determining the discretionary award consideration will be given, but not
     limited to, New Revenue Generation, Investment Performance, Sales Effort, Product Development and Expense
     Control.  Consideration may also be given to rankings in other related peer groups and indexes.

INCENTIVE TARGET

Annually, target incentive awards are established for each participant. Your target incentive award for 2002
is $«TARGET».  Your actual incentive award can range from a minimum of  $0 to a maximum of $«MAX».

ELIGIBILITY

Your eligibility for this plan is based on your role in substantially influencing the achievement of Company
and investment results. If your employment is terminated for any reason (voluntary or involuntary) other than
death, disability or retirement you will not receive a bonus payment. In the event of termination during the
plan year due to death, disability, or retirement, a pro-rata payment will be made. Employees who become
eligible for participation in the plan during the plan year will be eligible for a pro-rata award based on the
number of months as a plan participant. You must be actively employed by the Company on the day the award is
paid. The Plan does not provide for any pro-rata distribution except as outlined above.



PROCESS FOR DETERMINING INCENTIVE PLAN AWARDS

Following the close of the plan year, investment results and business growth will be determined.
Recommendations for individual awards will be based on overall investment results, on your contribution to
achieving those results, and on business growth.

These recommendations will be submitted to the Chief Executive Officer.  The Chief Executive Officer may at his
discretion, modify awards based on individual contribution or overall investment and Company results.
Regardless of eligibility criteria stated above, employees have no right or entitlement to any incentive award
or calculation until conditions stated in the plan are met, approvals are received and payments are made. The
Company may amend or terminate this plan at any time without advance notice. No consent of any employee is
required to terminate, modify or change this plan. Incentives will be paid subject to normal withholdings and
plan deferrals as soon as is practical after approval by the Chief Executive Officer. All incentive plan awards
are paid at the discretion of the Company.

IMPACT ON BENEFITS

Incentive payments made under the plan will not be used to determine pay-related benefits under the qualified or
non-qualified benefit plans maintained by the Company.




                                                                                                  Exhibit 10.19


                                                                                                      Exhibit A




                                          Incentive Pool Allocation



                                                     Cash
                                                  Operating
                                                   Earnings
                                              /                 \
                                             /                   \
                                         MIP                     IIP
                                          /                        \
                                         /                          \
                                 LOB &                           Teams
                              Corporate
                                     /                                 \
                                    /                                   \
                         Individual                                     Individual





                                                                                                  Exhibit 10.19


                                         DPIM Fixed Income Plan



The components of the Plan are as follows:



                        Components                                                Weighting


           Performance vs. Mercer Core Investment
                        Grade Universe                                               35%

             Performance vs. Lehman Aggregate                                        35%

                        Discretion                                                   30%
                                                                                     ---

                           Total                                                    100%




                                                                                                  Exhibit 10.19

                                                                                                      Exhibit B

                                              DPIM Fixed Income


                                          Performance Expectations



Target Peer Ranking                 Top 40% measured over a one-year period and top 34% measured over a
                                    three-year period.

                                    For 2002 this will be measured on a one-year basis.  For 2003 this will be
                                    measured over a one- and two-year basis.  For 2004 and thereafter this will
                                    be measured over a one- and three-year basis.



Target Performance
vs. Index                           35 bp above Lehman Aggregate over one-year and three-year periods.


                                    For 2002 this will be measured on a one-year basis.  For 2003 this will be
                                    measured over a one- and two-year basis.  For 2004 and thereafter this will
                                    be measured over a one- and three-year basis.




                                    Refer to attached.





                                                                                                  Exhibit 10.19


                                             Investment Incentive Plan

                                                 Team Award Scale




                                                      Percent of Maximum

      Peer Group Ranking                     One Year Period          Three Year Period

             20%                                                                100%
             22%                                                                 92%
             24%                                                                 85%
             26%                                                                 78%
             28%                                                                 71%
             30%                               100%                              64%
             32%                                90%                              57%
             34%                                80%                              50%
             36%                                70%                              44%
             38%                                60%                              38%
             40%                                50%                              31%
             42%                                40%                              25%
             44%                                30%                              19%
             46%                                20%                              12%
             48%                                10%                              6%
             50%                                0%                               0%

Target peer ranking                  One year - 40%                       Three year - 34%








                                                                                                  Exhibit 10.19


                                                 DPIM Fixed Income

                                             Lehman Index Measurement



                 The following table shows the bonus amount paid as a percentage of maximum for one
                 and three year performance relative to the Lehman Aggregate Bond Index:

                                    Basis Points Above Index       Percent of Maximum

                                                 10                          0
                                                 11                          2
                                                 12                          4
                                                 13                          6
                                                 14                          8
                                                 15                         10
                                                 16                         12
                                                 17                         14
                                                 18                         16
                                                 19                         18
                                                 20                         20
                                                 21                         22
                                                 22                         24
                                                 23                         26
                                                 24                         28
                                                 25                         30
                                                 26                         32
                                                 27                         34
                                                 28                         36
                                                 29                         38
                                                 30                         40
                                                 31                         42
                                                 32                         44
                                                 33                         46
                                                 34                         48
                                                 35                         50
                                                 36                         52
                                                 37                         54
                                                 38                         56
                                                 39                         58
                                                 40                         60
                                                 41                         62
                                                 42                         64
                                                 43                         66
                                                 44                         68



                                                                                                  Exhibit 10.19


                                     Basis Points Above Index       Percent of Maximum

                                                 45                         70
                                                 46                         72
                                                 47                         74
                                                 48                         76
                                                 49                         78
                                                 50                         80
                                                 51                         82
                                                 52                         84
                                                 53                         86
                                                 54                         88
                                                 55                         90
                                                 56                         92
                                                 57                         94
                                                 58                         96
                                                 59                         98
                                                 60                        100




                                                                                                  Exhibit 10.19


                                                                                                    Exhibit C

                                                 DPIM Fixed Income

                                        Incentive Plan Calculation Example


Example Company Assumptions
Actual Company pool is 80% of plan

Example Participant  Assumptions
Bonus Target - $50,000
Bonus Maximum - $100,000

Example Team Performance  Assumptions
                                                 % of Peer            Lehman
Fund performance relative to benchmarks            Group           Basis Points
                                                                   Above Index
                                                ------------      ---------------
One year period                                     40%               39 bps
Three year period                                   34%               43 bps

Maximum Incentive Award
                                                  Weight          Max Incentive
                                                ------------      ---------------
Team performance                                    70%              $70,000
Management discretion                               30%              $30,000
                                                    ---              -------
Total                                              100%              $100,000

Calculation Example
                                                                                    % of Max        Example
Team Performance                                  Weight        Max Incentive        Payout         Payout
                                                ------------    ---------------    -----------    ------------

Peer group one year performance                    17.5%           $17,500            50%*           $8,750
Peer group three year performance                  17.5%           $17,500            50%*           $8,750
Benchmark one-year performance                     17.5%           $17,500            58%*          $10,150
Benchmark three-year performance                   17.5%           $17,500            66%*          $11,550
                                                   -----           -------            ----          -------
Team Total                                          70%            $70,000                          $39,200

Management Discretion                               30%            $30,000            60%**         $18,000
Sub Total                                                                                           $57,200

In this example the final payout is subject to adjustment depending on the size of the company earnings pool and
the performance of this team relative to all the other IIP teams.

* Values derived from the Team Award Scales and the Lehman Index Measurement based on example performance.
** Based on subjective evaluation of individual's contribution.

EX-10.47

                                                 EXHIBIT 10.47

                                            CONSULTANT'S AGREEMENT





                                                                                                 Exhibit 10.47



                                              CONSULTANT'S AGREEMENT



         1.     It is hereby agreed by and between PHOENIX INVESTMENT PARTNERS, LTD. (hereinafter "PXP") and
Philip R. McLoughlin (hereinafter "Consultant") that the Consultant shall perform the consulting services
hereinafter set forth (the "Project") under the following terms and conditions.

         2.     This Agreement shall take effect upon execution  hereof by the Parties and shall remain in
effect until December 31, 2004, at which time this Agreement shall automatically terminate unless renewed, upon
written notice by PXP, or terminated sooner as provided in Paragraph 10.

         3.     Consultant shall have the status of an independent contractor and shall not be an employee of
PXP for the work done hereunder. Consultant acknowledges he is customarily engaged in an independently
established trade, occupation, profession or business of the same nature as that involved in the service
performed. PXP shall have no right to direct or control the means, method or manner of performance; PXP's
concern is with the results of the work. Similarly, PXP will not control the number of hours Consultant devotes
to the Project.

         4.     Consultant shall be entitled to no employee benefits from PXP. Consultant shall be responsible
for payment of all taxes, including but not limited to income and sales taxes and Social Security
contributions, for the fees payable hereunder.

         5.     All records, information, proprietary programs, specifications, techniques and documentation,
created directly or indirectly by reason of the Project shall be the sole property of PXP. Consultant shall
have no right or authority to sell, give or disclose any such information, records, proprietary programs,
specifications, techniques and documentation, or any portion thereof to any other person or entity. All such
records, information, proprietary programs, specifications, techniques and documentation, are subject to this
clause whether stored on paper, magnetic tape, disk or other electronic storage device.

         6.       All records, information, proprietary programs, specifications, techniques and documentation
which are disclosed or made available to the Consultant by PXP pursuant to this Agreement are trade secrets,
confidential, and are the sole property of PXP. The Consultant shall not disclose or make available to any
third party, without the prior written consent of PXP, such records, information, programs, specifications,
techniques or documentation. Consultant agrees to return all records, information, proprietary programs,
specifications, techniques and documentation to PXP upon the termination or expiration of this Agreement.

         7.       The Consultant agrees to use his best efforts in this Project. Consultant will provide the
following services on the Project:




                                                                                                 Exhibit 10.47


                  A.   Advise executive management of PXP, and The Phoenix Companies, Inc. ("PNX") on the
management of the PXP and its relationship with its affiliated investment managers (the "Partners"), mutual
funds and other related entities;

                  B.   Act as an officer or director of PXP or one or more of its affiliates, if requested by
the President and Chief Operating Officer of PNX;

                  C.   Assist in the identification and selection of Consultant's successor as of the principal
executive officer of PXP;

                  D.   Serve as Chairman of the Board, director, trustee, or officer on behalf of PXP in its
affiliated mutual funds, or fund managers; and

                  E.   Until March 31, 2003,  assist in the day to day  management  of the business  affairs of
PXP and its affiliates, under the direction of the President and Chief Operating Officer of PNX.

         8.       Consultant will complete this assignment by December 31, 2004 unless the term of this
contract is extended by written agreement of both parties. Consultant will be paid a payment on the first
business day of each month equal to:

                  A.   one twelfth of his annual salary, at the date of his retirement from PXP, for the period
beginning upon the effective date of this contract and ending on March 31, 2003; and

                  B.   TWENTY THOUSAND EIGHT HUNDRED THIRTY THREE ($20,833.00) for the period commencing on
April 1, 2003 through the termination of this contract.

                  PXP will reimburse Consultant for any reasonable out-of-pocket expenses which would otherwise
qualify for reimbursement under PXP policies and procedures. Consultant will submit monthly bills to the
President and Chief Operating Officer of PNX for services on appropriate letterhead with documentation for such
expenses.

         9.       There are no additional payments provided for in this Agreement. The Consultant shall pay all
travel and lodging expenses while traveling to and from PXP's Hartford office if such travel is less than 100
miles on a round-trip basis. If such travel to and from PXP's Hartford office is more than 100 miles,
Consultant will be reimbursed at the normal PXP mileage rate. Notwithstanding the above, PXP shall pay
reasonable travel and lodging expenses which would otherwise qualify for reimbursement under PXP polices and
procedures. Such expenses shall be payable every thirty (30) days. Consultant shall be entitled to use a
company car with a driver on the same terms as any Executive Vice President of PNX until March 31, 2003. After
March 31, 2003 Consultant will not be provided a company car or driver.

         10.      This Agreement may be terminated at any time with or without cause by either Party upon
thirty (30) days written notice sent to the address in Paragraph 12 with no further liability of PXP for
continued payments. However, the obligations of Consultant under Paragraphs 5, 6, 13 and 15 shall survive the
expiration or termination of this agreement.

                                                       2


                                                                                                 Exhibit 10.47

         11.      Failure by PXP to enforce its rights hereunder shall not be deemed a waiver by PXP of its
ability to enforce such rights in the future.

         12.      Notice when required shall be given in writing to the Parties at the following address:

                  The Consultant:                         Philip R. McLoughlin
                                                          39 Joshua Drive
                                                          West Simsbury, CT  06095

                  The Phoenix Companies, Inc.             Attention:  General Counsel
                                                          One American Row
                                                          P.O. Box 5056
                                                          Hartford, CT  06102-5056

         13.      Consultant agrees that he shall not directly or indirectly solicit for employment or hire as
an employee or independent contractor an employee of PXP, PNX, or partner of any affiliate of PNX during the
term of this agreement nor for a period of two (2) years after its termination unless agreed to by both
Parties.

         14.      The term and conditions of this Agreement are confidential and both Parties agree not to
disclose the terms of the Agreement to any third party except: (a) the parties respective financial and legal
advisors to enforce its terms; (b) if required by an appropriate governmental or regulatory entity or by law;
or (c) if reasonably requested by a Board of an affiliated mutual fund.

         15.      This document constitutes the entire agreement of the Parties and shall be modified or
amended only in writing executed by both Parties. Only the President and Chief Operating Officer of PNX, or her
authorized designate has the authority to amend this Agreement. This agreement is not assignable by either
Party and shall be construed under the laws of the State of Connecticut.

         17.      This contract shall supercede all other agreements between Consultant, PXP and PNX or other
affiliates for consulting services. All such agreements are void effective as of the date of this agreement.

         18.      Consultant shall have authority to sign contracts binding PXP but shall not exercise such
authority for obligations binding PXP in amounts in excess of $100,000, without the prior written authorization
from the President and Chief Operating Officer of PNX.

         19.      If Consultant is elected or appointed an officer of PXP or another member of the PNX group,
Consultant will be entitled to the same indemnification as any other officer or director of such company. If
Consultant is not elected an officer, Consultant will be indemnified by PXP to the same extent as if he were an
officer of PXP. In either event, such indemnification shall be retroactive to September 1, 2002.



                                                       3


                                                                                                 Exhibit 10.47

Executed this  18th  day of  December, 2002 at Hartford, Connecticut.


THE PHOENIX COMPANIES, INC. FOR                           CONSULTANT
PHOENIX INVESTMENT PARTNERS, LTD.


By:   /s/ Tracy L. Rich                                   /s/ Philip R. McLoughlin   



                                                      4

EX-10.49

                                                 EXHIBIT 10.49

                                      RETIREMENT AND TRANSITION AGREEMENT





                                                                                                 Exhibit 10.49




February 10, 2003


Robert W. Fiondella
29 Summerberry Circle
Bristol, CT  06010

                              Re:  Retirement and Transition Agreement

Dear Bob:

This letter sets forth our agreement to amend your Retirement and Transition Agreement (the "Agreement") dated
September 27, 2002 to change your retirement date to March 31, 2003. In addition, we intend to continue to
provide an office, secretarial support, and access to a company provided driver and car through June 30, 2003
on the same terms and conditions as the Agreement currently contemplates. You will also be paid a consulting
fee, on the first day of each month, equal to your current monthly salary for the period commencing April 1,
2003 and ending June 30, 2003. In consideration for these amendments, we expect you to make yourself available
to provide advice and counsel on management transition matters until June 30, 2003. The terms of the Agreement
remain unaltered in all other respects.

If this letter accurately describes your understanding of our proposal, please sign both copies of this letter
on the line below and return one copy to me.

Very truly yours,



Tracy L. Rich



Acknowledged:



- ------------------------------------------------------              ---------------------------------------
                 Robert W. Fiondella                                                Dated

EX-10.50

                                                 EXHIBIT 10.50

                                                   AGREEMENT





                                                                                                  Exhibit 10.50






                                                   AGREEMENT

         AGREEMENT, dated as of November 6, 2000, by and between Phoenix Home Life Mutual Insurance Company,
a New York life insurance company having its executive offices at One American Row, Hartford, Connecticut
06115 (the "Company"), and Michael J. Gilotti, (the "Executive") residing in Avon.

                                             W I T N E S S E T H :
                                             - - - - - - - - - -

                  WHEREAS,  the Company's board of directors  recognizes that the business strategies and plans
of the Company or, in the event of the Company's demutualization, of its sole shareholder (the "Holding
Company" and the Holding Company and the Company together, collectively with their subsidiaries, "Phoenix") may
require management of the Company to pursue a merger or other business combination of the Company or the
Holding Company with another company, which business combination could result in a change in control of the
Company, a consequence of which could be adjustments in the Company's management, including career changes for
executives of the Company, the prospect of which is unsettling to the Company's management, including the
Executive and other executives of the Company; and

                  WHEREAS, the Company's board of directors desires to assure a continuing dedication by the
Executive to his/her duties to the Company notwithstanding the Company's and the Holding Company's strategies
and prospects respecting a business combination and, in particular, believes it imperative, should the Company
or the Holding Company pursue a proposal with respect to a business combination, for the Executive, without
being influenced by the uncertainties of his/her own situation, to assess and advise the Company's board of
directors whether such proposal (or any alternative) would be in the best interest of the Company and its
policyholders and to assist the Company in taking such other actions regarding such proposal as might be
appropriate; and

                  WHEREAS, for this reason the Company's board of directors has determined that it is in the
best interests of the Company and its policyholders for the Company to provide for payment to the Executive of
appropriate compensation, in addition to that which the Company has otherwise provided for the Executive, in
the event the Executive's employment with the Company should terminate under the circumstances described in
this Agreement;

                  NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which each party hereby acknowledges, the Company and the
Executive hereby agree as follows:

SECTION 1. EFFECTIVE DATE AND TERM OF AGREEMENT.

                  (a)      This Agreement is effective and binding on both parties as of the date hereof and,
subject to Section 2(b) hereof and to Section 2(c) hereof, shall continue to apply in accordance with its terms
to a termination of Executive's employment with the Company occurring on or before December 31, 2002; provided,
however, that, as of January 1, 2001, and each January 1 thereafter, this Agreement shall automatically be
extended to apply in accordance with its terms to a termination of Executive's employment with the Company
occurring on or before one (1) additional year has elapsed unless, not later than September 30 of the preceding
year, the Company shall have given notice that it does not wish so to extend this Agreement; and provided,
further, that, notwithstanding any such notice by the Company not to so extend this Agreement, if a Change in
Control (as hereinafter defined) shall have occurred, during the original or extended period, this Agreement
shall continue to apply in accordance with its terms to a termination of` Executive's employment with the
Company occurring on or before the expiration of three (3) years after the occurrence of

                                                       1


                                                                                                  Exhibit 10.50


such Change in Control. Notwithstanding the present effectiveness of this Agreement and except to the extent
expressly otherwise provided in Sections 1(d) and 2(b) of this Agreement, the provisions of Sections 3 and 4 of
this Agreement shall become operative only when, as and if there has been a Change in Control.

                  (b)      For purposes of this Agreement, a change in control of the Company (a "Change in
Control") shall be deemed to have occurred upon the first occurrence after the date hereof of any of the
following events:
                           (i)     the occurrence of such a change in control of the direction and
administration of the Company's or the Holding Company's business as would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), as in effect on the date hereof and any successor provision of the regulations
under the Exchange Act, if the Company or the Holding Company were required at the time of such occurrence to
report under such provisions (whether or not the Company is subject to the reporting provisions of Section 12
of the Exchange Act and to such reporting requirement); or

                           (ii)    if the individuals who, at the beginning of the period commencing two (2)
years earlier, constituted the Company's or the Holding Company's board of directors cease for any reason to
constitute at least a majority of the such company's board of directors provided however, that any person who
is a "Continuing Director" (as defined below) shall be deemed for this purpose to have been a member of the
board on the first day of such two-year period; or

                           (iii)   the Company's or the Holding Company's board of directors shall approve a
sale of all or substantially all of the assets of the Company or the Holding Company, as the case may be, and
such transaction shall have been consummated; or

                           (iv)    if at the time the Company is a stock corporation and, prior to the fifth
anniversary of the effective date of its demutulization, five percent (5%) or, if after such fifth anniversary,
ten percent (10%) (or, in either case, such higher percentage (not to exceed twenty percent (20%)) at which
approval by the New York Insurance Department is required to effect such an acquisition) or more of the
combined voting power of securities of the Company or of the Holding Company are acquired by an individual,
entity, any employee benefit plan sponsored or maintained by the Company or a Subsidiary, or group acting in
concert, in each case, other than the Holding Company or any of its subsidiaries; or

                           (v)     at any date after the date hereof, the Company or the Holding Company is
voluntarily or involuntarily dissolved or liquidated or otherwise ceases business operations; or

                           (vi)    the Company's or the Holding Company's board of directors shall approve any
merger, consolidation or like business combination or reorganization of the Company or the Holding Company, as
the case may be, such transaction shall have been consummated and a majority of the individuals who constituted
directors of the Company or the Holding Company on the day the board of directors approved such transaction
cease for any reason, at any time within two (2) years after the consummation of such transaction, to
constitute a majority of such board of directors or of the board of directors of any successor company
resulting from such merger, consolidation, or like business combination or reorganization; provided, however,
that any person who is a "Continuing Director" (as defined below) shall be deemed for this purpose to have been
a member of the board on the first day of such two-year period.

For purposes of this Agreement, "Continuing Directors" shall mean (i) the directors of the Company in office on
the date hereof or, in the case of the Holding Company, its directors immediately preceding any demutualization
of the Company and (ii) any successor to any such director, or any additional director, who (A) after the date
hereof was nominated or selected by a majority of the Continuing Directors in office at the time of his/her
nomination or selection (other than any such nomination or selection of an individual as a director of the
Company, the Holding Company or any successor to the Company or the Holding Company who was so nominated or
selected in connection with the settlement of a threatened or actual proxy contest involving or, a proposed or
consummated merger, consolidation or like business combination or reorganization of, the

                                                       2


                                                                                                  Exhibit 10.50


Company or the Holding Company or (B) who has been accepted in writing as a Continuing Director for purposes of
this Agreement by Executive.

                  (c)      It is hereby provided, however, that in no event shall the reorganization of the
Company from a mutual to a stock company, the acquisition of its shares by the Holding Company or the initial
public offering of the shares of the Holding Company be treated, individually or collectively, as a "Change in
Control" for purposes of this Agreement and in no event shall any benefits be payable hereunder as a result of
any such events.

                  (d)      The Company shall be obligated to make the payments and provide the benefits
described in Section 4 hereof following, and the provisions of Section 3 hereof shall apply to, a Change in
Control only if such Change in Control shall have occurred within the period of Executive's employment with the
Company. Except as provided in the next following sentence, if the Executive ceases employment prior to the
occurrence of a Change in Control, the Company's and Executive's obligations shall terminate automatically upon
such termination and, except as provided in Section 5(a) hereof, neither party shall have any obligation to the
other hereunder. If the Company terminates the Executive's employment during the period established under
Section 2(b) of this Agreement other than for Cause, the Executive shall, solely for purposes of determining
his/her right to severance benefits under this Agreement, be deemed to have remained employed by the Company
until the day following the Change in Control and to have then been terminated by the company without Cause.

SECTION 2.  EMPLOYMENT OF EXECUTIVE.

                  (a)      Except as provided in Section 2(b) below, nothing in this Agreement shall affect
any right which the Executive may otherwise have to terminate his/her employment from the Company, nor shall
anything in this Agreement affect any right which the Company may have to terminate the Executive's employment
at any time in any lawful manner, subject to the Company's obligations at law and to make the payments and
provide the benefits to the Executive pursuant to Section 4 of this Agreement. It is agreed and understood that
this Agreement supercedes any prior severance agreement which related to change of control or other business
events as determined by the Company and, which provided benefits substantially similar to those provided under
this Agreement. Any such prior agreement entered into between the Company or a subsidiary of the Company and
the Executive shall be deemed to be terminated and shall be of no force or effect upon the execution of this
Agreement.

                  (b)      In the event any person or organization commences any steps necessary in accordance
with law to effect a Change in Control (including, without limitation, the solicitation of proxies with respect
to the election of directors in opposition to the nominees of the board of directors of the Company or the
Holding Company or, if the Company is converted to a stock company, the commencement of a tender or exchange
offer for the percentage of the Company's or Holding Company's voting securities as described in Section
1(b)(iv) hereof,), the Executive agrees that, in order to receive the benefits provided by this Agreement,
he/she will not voluntarily leave the employ of the Company and will continue to perform his/her regular duties
and to render his/her services on a full-time basis to the Company and the Company agrees to continue to employ
the Executive in each case, until such person or organization has abandoned or terminated its efforts to effect
a Change in Control (as determined by the Board of Directors) or until a Change in Control has occurred.

                  (c)      Should the Executive voluntarily terminate his/her employment before any effort to
effect a Change in Control has commenced, or after any such effort has been abandoned or terminated without
effecting a Change in Control and at a time when no other such effort is then in process, this Agreement shall
at such time lapse and be of no further force or effect.


                                                       3


                                                                                                  Exhibit 10.50

SECTION 3.TERMINATION FOLLOWING CHANGE IN CONTROL.

                  (a)      If a Change in Control of the Company shall have occurred, the Executive shall be
entitled to the benefits provided in Section 4 hereof upon any subsequent termination of his/her employment
within three (3) years following such Change in Control, unless (i) in connection with such termination, the
Executive becomes employed with a former division of the Company or the Holding Company or a subsidiary of
either as a result of a sale or spin-off of such division or subsidiary, on substantially equivalent terms as,
or better terms than, those in effect immediately prior to the Change in Control, or (ii) such termination is
(A) due to the Executive's death or Retirement (as hereinafter defined) or (B) by reason of discharge by the
Company by reason of the Executive's Disability (as hereinafter defined) or for Cause (as hereinafter defined),
(C) or by the Executive other than for Good Reason as herein after defined.

                  (b)      If following a Change in Control, the Executive's employment shall be terminated by
the Company for Cause or by the Executive for other than Good Reason, the Company shall pay to the Executive
his/her full Base Salary (as hereinafter defined) through the Date of Termination (as defined in Section 3(e)
hereof) at the rate in effect at the time Notice of Termination (as defined in Section 3(d) hereof) is given
and any amounts and benefits to be paid to the Executive in accordance with the terms of his/her employment
(notwithstanding that a Change in Control shall have occurred), including any vested benefits under any Phoenix
employee benefit and the Company shall have no further obligations to the Executive under this Agreement.

                  (c)      For purposes of this Agreement:

                           (i)  "Disability" shall mean such physical or mental condition of the Executive as
shall have rendered the Executive unable (with reasonable accommodation by the Company), for a period of more
than one hundred eighty (180) days, to perform the essential functions of his/her job and as leads the
Company's board of directors, in its sole discretion, to determine to remove the Executive from his/her
position and to appoint his/her successor in order to provide, in the judgment of such board for the proper
conduct of the Company's business. Notwithstanding the foregoing, no termination shall be treated as on account
of Disability unless the Executive is eligible at the time of such termination to receive benefits under the
Company's Short Term Disability Plan or Long Term Disability Plan in accordance with the terms of those plans.

If the Executive is entitled to benefits under either or both of such plans, he/she shall be entitled to
receive the benefits provided thereunder, and shall be entitled to receive the payments and benefits provided
by Section 4 hereof, provided that, in the event that at any time prior to the earlier of (A) the first
anniversary of the Executive's Date of Termination and (B) the third anniversary of the date on which the
Change in Control occurred, Executive is no longer eligible for benefits provided under either the Company's
Short Term Disability Plan or Long Term Disability Plan, he/she shall be entitled to the benefits provided
under Section 4 of this Agreement as though his/her employment were terminated by the Company without Cause on
the date upon which his/her eligibility for such benefits ceases unless the Company shall offer him employment,
to commence immediately, at least the same or greater duties and responsibilities as he/she received, held or
performed immediately prior to his/her termination for Disability. It is hereby provided that, if the Executive
returns to work as provided above, the Executive shall be entitled to exercise the right to terminate his/her
employment as provided in Section 3(c)(iv)(F) hereof within a thirty-day period following the first anniversary
of his/her return to work. It is further provided that, if the Executive is no longer eligible for Disability
benefits as described above after the expiration of the time period described in "(A)" and "(B)" above, he/she
shall be entitled to fifty (50%) of the payments and one half the benefit continuation period provided under
Section 4 hereof in the same manner and subject to the same conditions as otherwise described above upon
cessation of Disability.

                           (ii)  "Retirement" shall mean that the Executive shall have retired after reaching
the normal or (at the Executive's election) an early retirement date provided in the Company's retirement plans
as in effect on the date of the Change in Control.

                                                       4


                                                                                                  Exhibit 10.50


                           (iii)  "Cause" shall mean any one of the following events:

                                    (A)      the conviction of the Executive in a court of law of a felony or
of any crime involving the misuse or misappropriation of money or other property of another; or

                                    (B)      the Executive's failure or refusal to perform legal directives of
the Company's board of directors or executive officers of the Company, as applicable, which directives are
consistent with the scope and nature of the Executive's employment duties and responsibilities and which
failure or refusal is not remedied by the Executive within thirty (30) days after notice of such
non-performance is given to Executive; or

                                    (C)      the performance by the Executive of any act inconsistent with the
Executive's duties hereunder that results in a material adverse effect on Phoenix; or

                                    (D)      any willful misconduct or illegal conduct by the Executive that
has a material adverse effect on Phoenix; or

                                    (E)     any action by the Executive which  materially violates Phoenix's
conflict of interest policy, as in effect of the date immediately prior to the Change in Control.

Notwithstanding the foregoing provisions of this subparagraph, the Executive shall not be deemed to have been
terminated for Cause for the purposes of this Agreement by reason of any imperfection in the performance of
his/her duties to the Company, unless and until (i) there shall have been delivered to the Executive a
resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the
Company's board of directors of the Company (or that of its successor) at a meeting called and held for such
purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his/her
counsel, to be heard before the board of directors), finding in the good faith opinion of the board of
directors that the Executive was guilty of conduct so constituting Cause and stating the particulars thereof in
detail; and (ii) the Executive shall have had a reasonable period, not to exceed sixty (60) days to remedy any
correctable problem. In the event of termination of the Executive's employment for Cause, the Executive shall
be entitled to such benefits, if any, under the Company's retirement, insurance and other benefit plans and
programs as may be provided thereby, in such circumstances, as if the Executive and the Company had not entered
into this Agreement.

                           (iv) "Good Reason" shall mean:

                                    (A)     without the Executive's express written consent, any reduction in
his/her title or any material reduction in his/her position, duties or responsibilities from the title,
position, duties or responsibilities held or exercised by the Executive prior to the Change in Control; or

                                    (B)     a change of more that twenty-five miles in the location where
the Executive regularly provides his/her services to the Company without the Executive's consent; or

                                    (C)     a reduction by the Company of the Executive's Base Salary (as
hereinafter defined) or Target Incentive Compensation (as hereinafter defined); or

                                    (D)(1)  a  material reduction in the benefits provided or the contributions
made by the Company under any qualified or non-qualified pension, retirement or defined contribution plans in
which the Executive participated immediately prior to the Change in Control, (2) a material reduction in the
health or long term disability benefits available to the Executive and his/her eligible dependents from those
benefits in effect immediately prior to the Change in Control or a material change in the conditions for the
Executive to become eligible for the same post-retirement health benefits provided to retirees immediately
prior to the Change in Control or, (3) a material reduction in the aggregate value of other welfare benefits
available to the Executive immediately prior to the Change in Control;

                                                       5


                                                                                                  Exhibit 10.50


                                    (E)     a material reduction in the long-term incentive compensation
opportunities made available to the Executive from those opportunities made available, on average, during the
three year period ended with the last day of the last fiscal year ended prior to the Change of Control;

                                    (F)     any purported termination by the Company of the Executive's
employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section
3(d) hereof; provided however, that, notwithstanding anything else contained herein to the contrary, any
termination of employment by the Executive for any reason within the thirty-day period following the first
anniversary of the date on which a Change in Control occurs shall, for all purposes of the Agreement, be
treated as a termination for Good Reason.

                            (v)     "Base Salary" shall mean the annual salary paid to the Executive
immediately prior to the Change in Control of the Company.

                           (vi)     "Target Incentive Compensation" shall mean the target incentive award(s)
that may be earned by achievement of specified performance objectives, under the annual and long term incentive
compensation plan or plans in which the Executive participated immediately prior to the Change in Control of
the Company.

                    (d)     Any purported termination of the Executive's employment by the Company by reason
of the Executive's Disability or for Cause, or by the Executive for Good Reason, shall be communicated by
written Notice of Termination to the other party hereto in accordance with Section 5(f) hereof. For purposes of
this Agreement, a "Notice of Termination" shall mean a notice given by the Executive or by the Company, as the
case may be, which shall indicate the specific basis for termination and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for the determination of the payments required to be
made under this Agreement; provided, however, that the Executive shall not be entitled to give a Notice of
Termination to the effect that he/she is terminating his/her employment with the Company for Good Reason after
the expiration of ninety (90) days following the last to occur of the events claimed by him to constitute Good
Reason.

                   (e)      For purposes of this Agreement, "Date of Termination" shall mean (i) if the
Executive's employment is terminated for Disability, thirty (30) days after Notice of Termination is given
(provided that the Executive shall not have returned to the full-time performance of his/her duties during such
thirty-day period) and (ii) if the Executive's employment is terminated for Cause or Good Reason, the date
specified in the Notice of Termination, which shall be not more than thirty (30) days after such Notice of
Termination is given. If within twenty (20) days after any Notice of Termination is given, the party who
receives such Notice of Termination notifies the other party that a Dispute (as defined below) exists, the
parties agree to pursue promptly the resolution of such dispute with reasonable diligence. Pending the
resolution of any such Dispute, the Company shall make the payments and provide the benefits provided for in
Section 4 hereof to the Executive. In the event that it is finally determined, either by mutual written
agreement of the parties, by a binding arbitration award or by a final judgment, order or decree of a court of
competent jurisdiction (which is not appealable or as to which the time for appeal therefrom has expired and
from which no appeal has been perfected), that a challenged termination by the Company by reason of the
Executive's Disability or for Cause was justified, or that a challenged termination by the Executive for Good
Reason was not justified, then all sums paid by the Company to the Executive from the Date of Termination
specified in the Notice of Termination until final resolution of the Dispute pursuant to this Section 3(f),
less any amount otherwise required to be paid to the Executive in such circumstances under the terms of his/her
employment, shall be repaid promptly by the Executive to the Company, with interest from the time of payment to
the Executive to the date of repayment to the Company at the "prime rate" from time to time announced by The
Chase

                                                       6


                                                                                                  Exhibit 10.50


Manhattan Bank, N.A. to be in effect during such period for loans to commercial borrowers. In the event that it
is finally determined that a challenged termination by the Company by reason of the Executive's Disability or
for Cause was not justified, or that a challenged termination by the Executive for Good Reason was justified,
then the Executive shall be entitled to retain all sums paid to the Executive pending resolution of the
Dispute.

                  (f)      For purposes of this Agreement, "Dispute" shall mean (i) in the case of the
Company's termination of Executive's employment as an executive of the Company for Disability or Cause, that
the Executive challenges the existence of Disability or Cause and (ii) in the case of the Executive's
termination of his/her employment with the Company for Good Reason, that the Company challenges the existence
of Good Reason.

SECTION 4.  PAYMENTS AND BENEFITS UPON TERMINATION.

                  (a)      If required  pursuant to Section 3(a) hereof,  the Company will pay to the Executive
as compensation for services rendered:

                  (i)      Severance Benefits:

                  (A)      not later than the fifteenth day after the Date of Termination, the Executive's
Base Salary through the Date of Termination, any accrued and unpaid vacation time, and any other benefits then
earned and payable to Executive through the Date of Termination in accordance with the terms of his/her
employment; and

                  (B)      a lump sum severance payment equal to two (2) times the sum of (1) and (2),

                           (1)     the Executive's Base Salary and,

                           (2)     an  amount equal to the highest of the last three (3) years of incentive
compensation under the Company's Mutual Incentive Plan (or any successor plan) or similar annual incentive plan
applicable to the Executive; and

                  (C)      a lump sum severance payment equal to a full payment of all current long term cash
cycles under the company's Long Term Incentive Plan. The payment will be calculated based on a straight line
projection of the results to date of all current cash cycles, or the average payout of the last two completed
long term cycles, expressed as a percent of target, whichever is higher. Payment for each cycle will be
calculated as if the Executive was a plan participant for the full term of each of his/her current long term
cash cycles.

                  (D)      except as provided below, a lump sum severance payment equal to the excess of

                           (1)     the present value of the retirement benefits (whether or not otherwise
vested) the Executive would have accrued under the Company's qualified and non-qualified defined benefit
retirement plans in which the Executive was participating at the Date of Termination (the "Applicable
Retirement Plans") had he/she continued to work for the Company for two (2) additional years from his/her Date
of Termination at the same rate of compensation that would otherwise be taken into account for purposes of
determining his/her accrued benefits at the Date of Termination and received as compensation for such services
the severance benefits payable under sub-clause (B) of this Section 4 and achieved the age that he/she would
have achieved at the end of such two (2) year period over

                           (2)     the present value on the Date of Termination of all the Executive's vested
accrued  benefits under such Applicable Retirement Plans.

                                                       7


                                                                                                  Exhibit 10.50


For this purpose, all calculations of present value shall be made based on the actual assumptions used on the
date immediately prior to the occurrence of a Change in Control under whichever of the Applicable Retirement
Plans the benefits would otherwise have been provided.

It is hereby provided that if, as of the Executive's Termination Date, the Executive has satisfied the
requirements for early retirement eligibility as provided under the Applicable Retirement Plans, then, at the
Executive's option, in lieu of the lump sum benefit described above, the value of such benefit shall be payable
in the form of a non-qualified monthly annuity determined as provided under the Applicable Retirement Plans and
payable in the same benefit form and at the same time as other benefits under such Applicable Retirement Plans.

                  (E)      a lump sum  severance  payment  equal to the  present  value of the two (2) years of
Company matching  contributions under the Company's qualified and non-qualified  defined  contribution  savings
plans based on the level of matching contribution in effect for the Executive on the Date of Termination.

                  (ii)     Continuation of Benefits. Effective with the Date of Termination, the Executive
shall be entitled after the Date of Termination until the second year anniversary of the Date of Termination
(the "End Date"), to continue participation in all of the Company's group health, group life employee benefits
and long term disability plans (the "Group Benefit Plans"). To the extent any such benefits cannot be provided
under the terms of the applicable plan, policy or program, the Company shall provide a comparable benefit under
another plan or from the Company's general assets. The Executive's participation in the Group Benefit Plans
will be on the same terms and conditions (including, without limitation, any condition that the Executive make
contributions toward the cost of such coverage on the same terms and conditions generally applicable to
similarly situated employees and, including coverage eligibility for the Executive's spouse and dependent
children) that would have applied had the Executive continued to be employed by the Company through the End
Date.

                  (iii)    Outplacement Services. The Executive shall be provided at the Company's expense
with outplacement services customary for executives at his/her level (including, without limitation, office
space and telephone support services) provided by a qualified and experienced third party provider mutually
selected by the Company and the Executive.

                  (iv)     Deemed Vesting for Certain Benefits. Effective as of the Date of Termination, the
Executive shall be deemed to have met all service and other requirements for full vesting of benefits under all
company stock option or other stock or equity compensation plans in which the Executive participates to the
extent that the Executive had not already vested in such benefits as of the Date of Termination. The value of
any benefits as reasonably determined by the Company and not otherwise payable under such above-referenced
plans, shall be payable hereunder as a lump sum at the same time and in the same manner as amounts specified in
Section 4(a)(i) above.

                  (b)      Certain Further Payments by the Company.

                           (i)     In the event that any amount or benefit paid or distributed to, or on
behalf of the Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid
or distributed to or on behalf of the Executive by the Company or any affiliated company (collectively, the
"Covered Payments"), are or become subject to the tax (the "Excise Tax") imposed under Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code"), or any similar tax that may hereafter be imposed, the
Company shall pay to the Executive at the time specified in Section 4(b)(iv) below an additional amount (the
"Tax Reimbursement Payment") such that the net amount retained by the Executive with respect to such Covered
Payments, after deduction of any Excise Tax on the Covered Payments and any Federal, state and local income or
employment tax and Excise Tax on the Tax Reimbursement Payment provided for by this

                                                       8


                                                                                                  Exhibit 10.50


Section 4(b), but before deduction for any Federal, state or local income or employment tax withholding on such
Covered Payments, shall be equal to the amount of the Covered Payments.



                           (ii)     For purposes of determining whether any of the Covered Payments will be
subject to the Excise Tax and the amount of such Excise Tax:

                           (A)     such Covered Payments will be treated as "parachute  payments" within the
meaning of Section 280G of the Code, and all "parachute payments" in excess of the "base amount" (as defined
under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the
extent that, in the good faith judgment of the Company's independent certified public accountants appointed
prior to the Change in Control Date or tax counsel selected by such Accountants (the "Accountants"), the
Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not
constitute "parachute payments" or represent reasonable compensation for personal services actually rendered
(within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the "base amount," or such "parachute
payments" are otherwise not subject to such Excise Tax, and

                           (B) the value of any non-cash benefits or any deferred payment or benefit shall be
determined by the Accountants in accordance with the principles of Section 280G of the Code.

                           (iii)   For purposes of determining the amount of the Tax Reimbursement Payment,
the Executive shall be deemed to pay:

                           (A)     Federal income taxes at the highest applicable marginal rate of Federal
income taxation for the calendar year in which the Tax Reimbursement Payment is to be made, and

                           (B)     any applicable state and local income taxes at the highest applicable
marginal rate of taxation for the calendar year in which the Tax Reimbursement Payment is to be made, net of
the maximum reduction in Federal Income taxes which could be obtained from the deduction of such state or local
taxes if paid in such year.

                           (iv)    In the event that the Excise Tax is subsequently determined by the
Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to be less than the
amount taken into account hereunder in calculating the Tax Reimbursement Payment made, the Executive shall
repay to the Company, at the time that the amount of such reduction in the Excise Tax is finally determined,
the portion of such prior Tax Reimbursement Payment that would not have been paid if such Excise Tax had been
applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment
at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any
portion of the Tax Reimbursement Payment to be refunded to the Company has been paid to any Federal, state or
local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has
been made to the Executive, and interest payable to the Company shall not exceed interest received or credited
to the Executive by such tax authority for the period it held such portion. The Executive and the Company shall
mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if
the Executive's good faith claim for refund or credit is denied.

                  In the event that the Excise Tax is later determined by the Accountants or pursuant to any
proceeding or negotiations with the Internal Revenue Service to exceed the amount taken into account hereunder
at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the
existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), the Company
shall make an additional Tax Reimbursement Payment in respect of such excess (plus any interest or penalty
payable with respect to such excess) at the time that the amount of such excess is finally determined.

                                                       9


                                                                                                  Exhibit 10.50


                           (v)     The Tax Reimbursement Payment (or portion thereof) provided for in Section
4(b)(i) above shall be paid to the Executive not later than ten (10) business days following the payment of the
Covered Payments; provided, however, that if the amount of such Tax Reimbursement Payment (or portion thereof)
cannot be finally determined on or before the date on which payment is due, the Company shall pay to the
Executive by such date an amount estimated in good faith by the Accountants to be the minimum amount of such
Tax Reimbursement Payment and shall pay the remainder of such Tax Reimbursement Payment (together with interest
at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined, but
in no event later than 45 calendar days after payment of the related Covered Payment. In the event that the
amount of the estimated Tax Reimbursement Payment exceeds the amount subsequently determined to have been due,
such excess shall constitute a loan by the Company to the Executive, payable of the fifth business day after
written demand by the Company for payment (together with interest at the rate provided in Section 1274(b)(2)(B)
of the Code).

SECTION 5. GENERAL

                            (a)    The Executive, after termination of his/her employment by the Company,
shall retain in confidence any confidential or proprietary information known to him concerning Phoenix and its
business so long as such information is not publicly disclosed and shall not use such information in any way
injurious to Phoenix except for any disclosure to which an authorized officer of the Holding Company has
consented or any disclosure or use required by any order of any governmental body or court (including legal
process). If requested, the Executive shall return to Phoenix any memoranda, documents or other materials
possessed by the Executive and containing confidential or proprietary information of Phoenix. Further, the
Executive agrees not to induce, encourage or solicit either directly or indirectly, any employee, officer,
agent, broker, registered representative, manager, to terminate his/her relationship with the Company, its
subsidiaries or affiliates for a period of eighteen (18) months.

                           (b)     If litigation shall be brought to enforce or interpret any provision
contained herein or any third party shall commence any litigation challenging the validity or enforceability of
this Agreement, the Company shall pay the Executive for attorneys' fees and disbursements reasonably incurred
by the Executive in connection with such litigation promptly upon presentation thereof and the Company shall
pay prejudgment interest to Executive, if any, calculated at the prime rate (as provided by section 3(e)
hereof) from the date that payment should have been made under this Agreement to the date of payment.

                           (c)     The Company's obligation to make the payments and to provide the benefits
to the Executive required hereby are absolute and unconditional and shall not be affected by any setoff, claim,
counterclaim, recoupment or other right which the Company may have against the Executive or anyone else. All
amounts payable by the Company hereunder shall be payable without notice or demand. The Executive shall not be
required to seek or take any employment or undertake any other business activities in order to mitigate the
payments and benefits required to be provided to the Executive pursuant to this Agreement and the payments and
benefits so required to be provided to the Executive shall not be mitigated by any earnings of the Executive
resulting from any employment or other business activities the Executive may undertake after the termination of
his/her employment with the Company.

                           (d)     The Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the
Company or the Holding Company, by written agreement to assume expressly and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, the term "Company" shall mean the Company as herein before defined
and any successor to its business and/or assets as aforesaid which executes and delivers the agreement required
by this Section 5(c) or which otherwise becomes bound by the terms and provisions of this Agreement by
operation of law.

                                                      10


                           (e)     This Agreement shall inure to the benefit of and be enforceable by the
Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Executive should die while any amounts or other benefits would still be payable
or made available to the Executive hereunder if he/she had continued to live, all such amounts, or benefits,
unless otherwise provided herein, shall be paid or otherwise made available in accordance with the terms of
this Agreement to the Executive's devisee, legatee or other designee or, if there be no such designee, to the
Executive's estate.
                           (f)     For the purposes of this  Agreement,  notices and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered
by hand or upon receipt if mailed by United States registered mail, return receipt requested, postage prepaid,
or by a nationally recognized overnight courier service (appropriately marked for overnight delivery). Such
notices and communications are to be addressed as follows:

                  If to the Executive:      Michael J. Gilotti
                                            46 Meadow Ridge
                                            Avon, Connecticut 06001

                  If to the Company:        Phoenix Home Life Mutual Insurance Company
                                            1 American Row
                                            Hartford, CT  06102-5056
                  Attention:                General Counsel

or to such other address as either party may have furnished to the other in writing in accordance herewith,
except that notice of change of address shall be effective only upon receipt.

                           (g)     This Agreement constitutes the entire agreement and understanding between
the Executive and the Company concerning termination of the Executive's employment with the Company subsequent
to a Change in Control; the parties hereby acknowledging, however, that this Agreement provides for certain
payments and benefits to the Executive to be determined by the Company's employee benefit programs and plans
and, to the extent so provided, such programs and plans constitute part of the agreement and understanding
between Executive and the Company concerning termination of Executive's employment with the Company subsequent
to a Change in Control. No assurances or representations, oral or otherwise, express or implied, with respect
to the subject matter hereof have been made by either party which are not set forth expressly in this
Agreement.

                           (h)     No provisions of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing, signed by the Executive and an
authorized officer of the Company. No waiver by either party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of any similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. The validity, interpretation, construction and performance of this Agreement shall be
governed by the laws of the State of Connecticut without giving effect to the provisions, principles, or
policies thereof relating to choice or conflict of laws.

                           (i)     The invalidity or unenforceability of any provisions of this Agreement in
any circumstance shall not affect the validity or enforceability of such provision in any other circumstance or
the validity or enforceability of any other provision of this Agreement, and except to the extent such
provision is invalid or unenforceable, this Agreement shall remain in full force and effect. Any provision in
this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the
remaining provisions hereof in such jurisdiction, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

                                                      11


                                                                                                  Exhibit 10.50


                           (j)     Any dispute or controversy arising under or in connection with this
Agreement shall be settled by arbitration in accordance with the rules of the American Arbitration Association
then in effect and any such arbitration award shall be final and binding on the parties. Judgment may be
entered on the arbitrator's award in any court of competent jurisdiction. In the event of any breach or
threatened breach of the provisions of Section 5(a) hereof by the Executive, Phoenix, in addition to any other
rights and remedies it may have, shall be entitled to seek an injunction from any court having equity
jurisdiction without being required to post a bond or other security and without having to prove the inadequacy
of the available remedies at law, it being acknowledged and agreed that any such breach or threatened breach by
the Executive will cause irreparable injury to Phoenix and that money damages will not provide an adequate
remedy to Phoenix.

                           (k)     This Agreement may be executed in more than one counterpart, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument and
agreement.


                  IN WITNESS  WHEREOF,  the parties  have  executed  this  Agreement  on the day and year first
above written.


     Phoenix Home Life Mutual                                          [Print Name Below Signature]
     Insurance Company

     By: /s/ Carl T. Chadburn                                          By: /s/ Michael J. Gilotti  

     Its: Executive Vice President                                     Name:

                                                                       Title: Senior Vice President

                                                      12

EX-10.51

                                                 EXHIBIT 10.51

                                               GILOTTI CONTRACT





                                                                                                 Exhibit 10.51



                                                                                December 20, 2000

Michael Gilotti
Hartford, Connecticut

         This letter (the Contract) sets forth the commitment of Phoenix Home Life Mutual Insurance Company to
you in order to encourage you to remain in the Company's employment. The initial term of this contract shall
extend from January 1, 2001 through January 1, 2004. The contract will be automatically extended for an
additional twelve (12) months on January 2, 2004, and on each January 2 thereafter, unless the Company has
given notice not later than September 30 of the preceding year, that it does not wish to so extend this
Contract.

         If the Company terminates your employment for reasons other than for "Cause" or you terminate your
employment for "Good Reason," as defined in the Change in Control Agreement (the Agreement) dated November 6,
2000; the Company shall pay you the same severance and other termination benefits that would be payable to you
under the provisions of Sections 3 and 4 of the Agreement, assuming for this purpose that a Change in Control
(as defined therein) had occurred on the date immediately preceding the date of your termination; provided that
the benefits under the Contract shall be reduced by any duplicate benefits payable under the Agreement.
Further, the calculation of benefits under Section 4(a)(i)(B)(3) of the Agreement is hereby amended to include
an amount equal to the highest of the last three (3) award payments under the Company's Long Term Incentive
Plan (or any successor plan), or similar long term incentive plan applicable to the executive.

         Payment of any severance or termination benefits hereunder shall be subject to all of the other
provisions of the Agreement. This Contract and the Agreement constitute the entire agreement between the
parties with respect to the matters referred to herein. No other agreement relating to the terms of your
employment by the Company, oral or otherwise, shall be binding between the parties unless it is in writing and
signed by the party against whom enforcement is sought. There are no promises, representations, inducements or
statements between the parties other than those that are expressly contained herein. This Contact may not be
altered, modified or amended except by a written instrument signed by each of the parties hereto. The Company
shall require any successor before or after demutualization (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the Company or the
Holding Company, by written agreement to assume expressly and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it if no such succession had taken
place. This Contract shall also inure to the benefit of your heirs, executors, administrators and legal
representatives.

         If this letter properly sets forth our understanding regarding the above matters, please sign both
copies of this letter, return one to me and keep one for your records.



Agreed:                                                  PHOENIX MUTUAL LIFE INSURANCE COMPANY

/s/ Michael J. Gilotti                                   By /s/ Carl T. Chadburn

Michael Gilotti                                          Carl T. Chadburn, Executive Vice President

EX-10.52

                                                 EXHIBIT 10.52

                                          CHANGE IN CONTROL AGREEMENT



                                                                                                  Exhibit 10.52



                                          Change in Control Agreement

         This Change in Control Agreement (this "Agreement") is effective as of  January 1, 2003, and is
between The Phoenix Companies, Inc., a Delaware corporation (the "Company"), and  Michael J. Gilotti (the
"Executive").

         The Company or one of its Affiliates (as defined below) has employed the Executive in an officer
position and has determined that the Executive holds a critical position with the Company and/or such
Affiliate.

         The Company believes that, in the event it is confronted with a situation that could result in a
change in ownership or control of the Company, continuity of management will be essential to its ability to
evaluate and respond to such situation in the best interests of its shareholders.

         The Company understands that any such situation will present significant concerns for the Executive
with respect to the Executive's financial and job security. The Company desires to assure the Company and its
Affiliates of the Executive's services during the period in which it is confronting such a situation, and to
provide the Executive certain financial assurances to enable the Executive to perform the responsibilities of
the Executive's position without undue distraction and to exercise the Executive's judgment without bias due to
the Executive's personal circumstances. To achieve these objectives, the Company and the Executive desire to
enter into an agreement providing the Company and its Affiliates and the Executive with certain rights and
obligations upon the occurrence of a Change of Control (as defined below).

         The Company and the Executive therefore agree as follows:

         1.   Operation of Agreement. (a) Term. The initial term of this Agreement shall commence on the date of
this Agreement and continue until the third anniversary of the date of this Agreement. Thereafter, the term of
this Agreement will automatically renew for up to two successive and consecutive additional one-year periods
following the end of its initial term and any extended term, unless the Company or the Executive gives the
other party written notice at least 12 months prior to the date the term would otherwise renew that it or the
Executive does not want the term to be so extended; provided that the Company may not deliver a notice of
nonrenewal after a Change of Control. At the option of the Company, which shall be exercised by the affirmative
action of its Board of Directors (the "Board") or a duly authorized committee thereof, the term of this
Agreement may also be extended after such two renewal periods for such period or periods as the Board or such
committee shall specify. Notwithstanding anything to the contrary in this Agreement, the term of this Agreement
shall in all events expire (regardless of when the term would otherwise have expired) on the second anniversary
of a Change of Control; provided that any payment obligations hereunder



                                                                                                  Exhibit 10.52

resulting from the Executive's termination of employment prior to the expiration of the term or from an event
covered under Section 7(e) shall continue in full force and effect following the expiration of the term.

         (b)   Effective Date. If a Change of Control occurs during the term of this Agreement, this Agreement
shall govern the terms and conditions of the Executive's employment and the benefits and compensation to be
provided to the Executive commencing on the date on which a Change of Control occurs (the "Effective Date") and
ending on the second anniversary of the Effective Date; provided that if the Executive is not employed by the
Company or one of its Affiliates on the Effective Date, this Agreement shall be void and without effect, shall
not constitute a contract of employment or a guarantee of employment for any period of time, and shall not
limit in any way the right of the Company or its Affiliates to change the terms and conditions of the
Executive's employment or to terminate the Executive's employment. Notwithstanding the preceding sentence, in
the event that the Executive's employment with the Company and its Affiliates is terminated in connection with
a Change of Control (which shall in all events be deemed the case if such termination is within 90 days prior
to the Effective Date and deemed not to be the case if such termination is more than 180 days before the
Effective Date) without Cause or for Good Reason (as such terms are defined in Sections 6(c) and 6(d) below,
but without regard to the requirement under Section 6(d) that such termination occur after the Effective Date),
the Executive shall be entitled to receive the benefits provided under Section 7(c), but only to the extent
that such benefits are in excess of those previously received by the Executive as a result of the Executive's
prior termination, and amounts due under Section 7(e).

         2.    Definitions.

         (a)   Affiliate. An "Affiliate" shall mean any corporation, partnership, limited liability company,
trust or other entity which directly, or indirectly through one or more intermediaries, controls, is under
common control with, or is controlled by, the Company.

         (b)   Change of Control. For the purposes of this Agreement, a "Change of Control" shall mean the
first occurrence of:

               (i)     any Person acquires "beneficial ownership" (within the meaning of Rule 13d-3 under the
         Securities Exchange Act of 1934, as amended (the "Exchange Act")), directly or indirectly, of
         securities of the Company representing 25% or more of the combined Voting Power of the Company's
         securities;

               (ii)    within any 24-month period, the persons who were directors of the Company at the
         beginning of such period (the "Incumbent Directors") shall cease to constitute at least a majority
         of the Board or the board of directors of any successor to the Company; provided that any director
         elected or nominated for election to the Board by a majority of the Incumbent Directors then still in
         office shall be deemed to be an Incumbent Director for purposes of this subclause 2(b)(ii);


                                                       2


                                                                                                  Exhibit 10.52

               (iii)   the effective date of any merger, consolidation, share exchange, division, sale or
         other disposition of all or substantially all of the assets of the Company which is consummated (a
         "Corporate Event"), if immediately following the consummation of such Corporate Event the stockholders
         of the Company immediately prior to such Corporate Event do not hold, directly or indirectly, a
         majority of the Voting Power, in substantially the same proportion as prior to such Corporate Event,
         of (x) in the case of a merger or consolidation, the surviving or resulting corporation or (y) in the
         case of a division or a sale or other disposition of assets, each surviving, resulting or acquiring
         corporation which, immediately following the relevant Corporate Event, holds more than 25% of the
         consolidated assets of the Company immediately prior to such Corporate Event;

               (iv)    the approval by stockholders of the Company of a plan of liquidation with respect to the
         Company; or

               (v)     any other event occurs which the Board declares to be a Change of Control.

         (c)   Person. For purposes of the definition of Change of Control, "Person" shall have the same
meaning ascribed to such term in Section 3(a)(9) of the Exchange Act, as supplemented by Section 13(d)(3) of
the Exchange Act, and shall include any group (within the meaning of Rule 13d-5(b) under the Exchange Act);
provided that "Person" shall not include (i) the Company or any of its Affiliates, or (ii) any employee benefit
plan (including an employee stock ownership plan) sponsored by the Company or any of its Affiliates.

         (d)   Voting Power. "Voting Power" shall mean such number of Voting Securities as shall enable the
holders thereof to cast all the votes which could be cast in an annual election of directors of a company, and
"Voting Securities" shall mean all securities entitling the holders thereof to vote in an annual election of
directors of a company.

         3.    Employment Period. The period during which the Executive remains employed with the Company or
any Affiliate following the Effective Date through the expiration of the term of this Agreement shall be
referred to herein as the "Employment Period."

         4.    Business Time. During the Employment Period, the Executive shall devote substantially
Executive's full business time and efforts to the performance of Executive's duties on behalf of the Company,
except for (i) time spent in managing the Executive's personal, financial and legal affairs and serving on
civic or charitable boards or committees, in each case only if and to the extent not substantially interfering
with the performance of such responsibilities, and (ii) periods of vacation and sick leave to which the
Executive is entitled. It is expressly understood and agreed that the Executive's continuing to serve on any
boards and committees on which the Executive is serving or with which the Executive is otherwise associated
immediately preceding the Effective Date shall not be deemed to interfere with the performance of the
Executive's services to the Company and its Affiliates. Moreover, so long as the following activities do not


                                                       3


                                                                                                  Exhibit 10.52

(individually or in the aggregate) materially interfere with the performance of the Executive's duties with the
Company and are conducted in compliance with the Company's Code of Conduct (as in effect from time to time),
the Executive may (i) participate in charitable, civic, educational, professional, community or industry
affairs or serve on the boards of directors or advisory boards of other not for profit companies, and (ii)
manage his/her and his/her family's personal investments. Executive may serve on the boards of directors or
similar governing bodies of any for profit entity with the prior written consent of the Company's Chief
Executive Officer as long as such service is not in violation of the Company's Code of Conduct.

         5.    Compensation. (a) Base Salary. During the Employment Period, the Executive shall receive a base
salary at a monthly rate at least equal to the monthly salary paid to the Executive immediately prior to the
Effective Date. The base salary may be increased (but not decreased) at any time and from time to time by
action of the Board or any committee thereof, the board of directors of any Affiliate or any committee thereof
in the event the Executive is employed by an Affiliate, and any individual having authority to take such action
in accordance with the Company's or any Affiliate's regular practices. The Executive's base salary, as it may
be increased from time to time, shall hereafter be referred to as the "Base Salary".

         (b)   Total Compensation. During the Employment Period, the total compensation opportunities made
available to the Executive in such year in the form of short-term incentive compensation and long-term
incentive compensation ("Total Compensation") shall not be less than the Total Compensation made available to
the Executive immediately prior to the Effective Date. For purposes of this Section 5(b), the amount of Total
Compensation made available to the Executive, whether prior to or after a Change of Control, shall be
conclusively determined by an independent compensation consultant selected by the Company prior to the
occurrence of a Change of Control (or, if that entity is no longer able to serve or declines to serve in such
capacity, such other independent compensation consultant that has no existing client relationship with the
Company and its Affiliates as shall be selected by the designated consultant and reasonably acceptable to the
Board (either such consultant hereinafter referred to as the "Compensation Consultant")), using methods of
valuation and comparison commonly used in competitive compensation practices, which shall be consistently
applied. The Company shall provide the Compensation Consultant with any and all data that the consultant shall
reasonably request in order to make its evaluations hereunder.

         6.    Termination. (a) Death, Disability or Retirement. This Agreement shall terminate automatically
upon the Executive's death, termination due to "Disability" (as defined below), or voluntary retirement (other
than for Good Reason, as defined below) under any of the retirement plans of the Company or its Affiliates
applicable to the Executive as in effect from time to time. For purposes of this Agreement, "Disability" shall
mean the Executive's inability to perform his or her material duties for six consecutive months due to a
physical or mental incapacity.

         (b)   Voluntary Termination. Notwithstanding anything in this Agreement to the contrary, the Executive
may voluntarily terminate employment for any reason (including early retirement pursuant to any retirement plan
of the Company or any of its

                                                       4


                                                                                                  Exhibit 10.52

Affiliates as in effect from time to time and applicable to the Executive), upon not less than 60 days' written
notice (or such lesser period of notice as the Company shall specify) to the Company or the entity employing
the Executive, as applicable; provided that any termination by the Executive pursuant to Section 6(d) hereof on
account of Good Reason (as defined below) shall not be treated as a voluntary termination under this Section
6(b).

         (c)   Cause. The Company and each of its Affiliates that employs the Executive may terminate the
Executive's employment for Cause. For purposes of this Agreement, "Cause" means (i) the Executive's conviction
or plea of nolo contendere to a felony (other than with respect to a traffic violation or an incident of
vicarious liability); (ii) an act of willful misconduct (including, without limitation, a willful material
violation of the Company's Code of Conduct) on Executive's part with regard to the Company or its Affiliates
having a material adverse impact on the Company or its Affiliates, and (iii) the Executive's failure in good
faith to attempt or refusal to perform legal directives of the Board or executive officers of the Company, as
applicable, which directives are consistent with the scope and nature of the Executive's employment duties and
responsibilities and which failure or refusal is not remedied by the Executive within thirty (30) days after
notice of such non-performance is given to the Executive. The Executive shall be provided an opportunity,
together with his or her counsel, to be heard before the Board prior to termination and after such notice. If
the majority of the members of the Board do not confirm, through a duly-adopted resolution following such
opportunity, that the Company had grounds for a "Cause" termination, the Executive shall have the option to
treat his or her employment as not having terminated or as having been terminated pursuant to a termination
without Cause. No event shall constitute grounds for a "Cause" termination in the event that the Company fails
to take action within 90 days after the Company's Chairman or the Chairman of the Company's Audit Committee
obtains knowledge of the occurrence of such event. Additionally, for purposes of clause (ii) of this
definition, no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or
omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's act,
or failure to act, was in the best interest of the Company and its subsidiaries.

         (d)   Good Reason. After the Effective Date, the Executive may resign from employment at any time for
Good Reason. For purposes of this Agreement, "Good Reason" means the occurrence after the Effective Date of any
of the following, without the express written consent of the Executive:

               (i)     the assignment to the Executive of duties inconsistent with the Executive's position or
         any reduction in the Executive's title or any material reduction in the Executive's position, duties
         or responsibilities from the title, position, duties or responsibilities held or exercised by the
         Executive prior to the Effective Date;

               (ii)    any requirement that the Executive change the location where the Executive regularly
         provides services to the Company outside of the Hartford, Connecticut metropolitan area (i.e., the
         area within a thirty five (35) mile radius of downtown Hartford);

                                                       5


                                                                                                  Exhibit 10.52

               (iii)   a reduction by the Company of the Executive's Base Salary or Total Compensation
         opportunity or a reduction in the employee benefits provided to the Executive under the Company's
         employee benefit plans (unless the Executive is provided with substantially equivalent replacement
         benefits); or

               (iv)    any failure to obtain the assumption and agreement to perform this Agreement by a
         successor as contemplated by Section 12(b).

         (e)   Notice of Termination. Any termination by the Company and/or its Affiliates for Cause or by the
Executive for Good Reason shall be communicated by Notice of Termination to the other party hereto given in
accordance with Section 13(e). For purposes of this Agreement, a "Notice of Termination" means a written notice
given, (i) in the case of a termination for Cause, within 10 business days of the Company and any Affiliate
that employs the Executive having actual knowledge of the events giving rise to such termination, or (ii) in
the case of a termination for Good Reason, within 10 business days of the Executive's having actual knowledge
of the events giving rise to such termination. Any such Notice of Termination shall (x) indicate the specific
termination provision in this Agreement relied upon, (y) set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's employment under the provision so
indicated, and (z) if the termination date is other than the date of receipt of such notice, specify the
termination date of this Agreement (which date shall be not more than 15 days after the giving of such notice).

         (f)   Date of Termination. For the purpose of this Agreement, the term "Date of Termination" means (i)
in the case of a termination for which a Notice of Termination is required, the date of receipt of such Notice
of Termination or, if later, the date specified therein, as the case may be, and (ii) in all other cases, the
actual date on which the Executive's employment terminates during the Employment Period.

         7.    Obligations of the Company or an Affiliate upon Termination. (a) Death or Disability. If the
Executive's employment is terminated during the Employment Period by reason of the Executive's death or
Disability, this Agreement shall terminate without further obligations to the Executive or the Executive's
legal representatives under this Agreement other than those obligations accrued hereunder at the Date of
Termination, and the Company or the Affiliate that employs the Executive shall pay to the Executive (or the
Executive's beneficiary or estate), at the times determined below (i) the Executive's full Base Salary through
the Date of Termination (the "Earned Salary"), (ii) any vested amounts or benefits owing to the Executive under
or in accordance with the terms and conditions of any otherwise applicable employee benefit plans, agreements
and programs and any accrued vacation pay not yet paid (the "Accrued Obligations"), and (iii) any other
benefits payable in such situation under the plans, agreements, policies or programs of the Company and its
Affiliates (the "Additional Benefits").

         Any Earned Salary shall be paid in cash in a single lump sum as soon as practicable, but in no event
more than 30 days (or at such earlier date required by law), following the Date of Termination. Accrued
Obligations and Additional Benefits shall be paid in accordance with the terms of the applicable plan, program
or arrangement.

                                                       6


                                                                                                  Exhibit 10.52

          (b)  Cause and Voluntary Termination. If, during the Employment Period, the Executive's employment
shall be terminated for Cause or voluntarily terminated by the Executive (other than on account of Good
Reason), the Company or the Affiliate that employs the Executive shall pay the Executive (i) the Earned Salary
in cash in a single lump sum as soon as practicable, but in no event more than 30 days (or at such earlier date
required by law), following the Date of Termination, and (ii) the Accrued Obligations and Additional Benefits
in accordance with the terms of the applicable plan, program or arrangement.

         (c)   Termination by the Company or the Affiliate that employs the Executive other than for Cause and
Termination by the Executive for Good Reason. If, during the Employment Period, the Company or the Affiliate
that employs the Executive terminates the Executive's employment other than for Cause or the Executive
terminates his or her employment for Good Reason:

               (i)     Pension Service Credit and Payment. The Executive's accrued benefit under any qualified
         or nonqualified defined benefit type pension plan or arrangement of the Company, including, without
         limitation, the Employee Pension Plan or any successor plan and/or the Supplemental Executive
         Retirement Plan or any successor plan (all such plans, the "Pension Plans") shall, to the extent not
         previously vested, be deemed vested as of the Date of Termination. In addition, the Company shall pay
         to the Executive an amount equal to the lump sum value (based on the actuarial assumptions used under
         the respective plan) of two and one half years of additional service and age credit for pension
         purposes under the Pension Plans (with the Base Salary used for the last two and one half years of the
         salary component of "final average earnings" for purposes of this calculation), which payments shall
         be made within thirty (30) days after termination of employment.

               (ii)    Additional Lump Sum Payments. In lieu of (and not in addition to) any severance benefits
         payable to the Executive under any other plan, policy or program of the Company or any Affiliate
         (each, a "Severance Policy") or under any written agreement, between the Executive and the Company
         (each, a "Prior Agreement"), the Company shall pay to the Executive (or cause the Executive to be
         paid), at the times determined below, the following amounts:

               (A)     the Executive's Earned Salary;

               (B)     a cash amount (the "Severance Amount") equal to two and one half times the sum of (x)
                       the Executive's annual rate of Base Salary as then in effect and (y) the greater of (1)
                       an amount equal to the average of the Executive's annual incentive compensation earned
                       under the Company's Mutual Incentive Plan (or any successor plan) or similar annual
                       incentive plan applicable to the Executive (collectively, the "MIP") in respect of the
                       Executive's services performed in the last three full fiscal years completed prior to
                       the Change of Control, and (2) the MIP target applicable to

                                                       7


                                                                                                  Exhibit 10.52

                       the Executive for the year in which the Executive's employment terminates; and

               (C)     the Accrued Obligations and Additional Benefits.

         The Earned Salary and Severance Amount shall be paid in cash in a single lump sum as soon as
         practicable, but in no event more than 30 days (or at such earlier date required by law), following
         the Date of Termination. Accrued Obligations shall be paid in accordance with the terms of the
         applicable plan, program or arrangement. Notwithstanding the foregoing, the Executive may elect in
         writing to receive the benefits payable under any Severance Policy that would otherwise be available
         to him or her, or the termination benefits under any Prior Agreement to which he or she is a party, in
         each case in lieu of receiving the benefits payable hereunder.

               (iii)   Continuation of Benefits. The Executive (and, to the extent applicable, the Executive's
         dependents) shall be entitled, after the Date of Termination until two and one half years from the
         Date of Termination (the "End Date"), to continue participation in all of the employee and executive
         plans providing medical, dental and long-term disability benefits that the Executive participated in
         prior to the Date of Termination (collectively, the "Continuing Benefit Plans"); provided that the
         participation by the Executive (and, to the extent applicable, the Executive's dependents) in any
         Continuing Benefit Plan shall cease on the date, if any, prior to the End Date on which the Executive
         becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent
         employer ("Prior Date"). The Executive's participation in the Continuing Benefit Plans will be on the
         same terms and conditions that would have applied had the Executive continued to be employed by the
         Company or the Affiliate that employs the Executive through the End Date or the Prior Date. To the
         extent any such benefits cannot be provided under the terms of the applicable plan, policy or program,
         the Company shall provide (or shall cause to be provided) a comparable benefit under another plan or
         from its general assets; provided that the Company shall pay the Executive additional cash payments to
         the extent necessary for the Executive to receive the same net after-tax benefits that the Executive
         would have received under such plans if the Executive had continued to receive such plan benefits
         while employed with the Company.

               (iv)    Deemed Vesting for Certain Benefits. The Executive shall be deemed to have met all
         service and other requirements for full vesting of benefits under all stock option or other stock or
         equity compensation plans of the Company in which the Executive participates and the stock options
         held by the Executive shall remain exercisable for the lesser of two years or the duration of their
         normal terms.

               (v)     Pro-Rata Payment of MIP and Long-Term Incentive Plan. The Company shall pay to the
         Executive a cash amount equal to a pro rata portion of (i) the higher of the Executive's target or
         actually earned annual incentive award under the MIP for the fiscal year in which the Executive's Date
         of Termination

                                                       8


                                                                                                  Exhibit 10.52

         occurs and (ii) any awards made to the Executive under the Company's long-term incentive plan (or any
         successor plan) determined as if the targets applicable to such awards were achieved. The pro-rata
         portion of each award shall be determined by multiplying the value of the award (i.e., in the case of
         the MIP, the amount actually earned, and in the case of the long term incentive awards, the target
         amounts) times a fraction, the numerator of which is the number of days during the performance period
         applicable to each such award prior to the Date of Termination and the denominator of which is the
         number of days in the performance period applicable to each such award. Notwithstanding the foregoing,
         any amount payable under this subparagraph in respect of the annual incentive award or in respect of
         any long-term incentive plan shall be inclusive of the amounts, if any, otherwise payable to the
         Executive under the MIP and long-term incentive plans for the year in which the Date of Termination
         occurs.

               (vi)    Savings and Investment Plans. If and to the extent the Executive is a participant in the
         Savings and Investment Plans or any successor plan thereto ("SIP") and/or the Excess Investment Plan
         or any successor plan thereto ("EIP"), the Company shall pay the Executive a lump sum amount equal to
         the amount that the Company would have contributed to the SIP or credited to the EIP, over the two and
         one half years following the Executive's Date of Termination assuming that the Executive were
         contributing to each such plan during such period at the rate in effect immediately prior to the Date
         of Termination (or, if greater, at the rate in effect immediately prior to the Change of Control).

               (vii)   Outplacement. The Company shall provide the Executive with outplacement services at a
         level commensurate with the Executive's position.

         (d)   Discharge of the Company's and its Affiliates' Obligations. Except as expressly provided in the
last sentence of this Section 7(d), the amounts payable to the Executive pursuant to this Section 7 (whether or
not reduced pursuant to Section 7(e)) following termination of the Executive's employment shall be in full and
complete satisfaction of the Executive's rights under this Agreement and any other claims the Executive may
have in respect of the Executive's employment by the Company and its Affiliates. Such amounts shall constitute
liquidated damages with respect to any and all such rights and claims and, upon the Executive's receipt of such
amounts, the Company and its Affiliates shall be released and discharged from any and all liability to the
Executive in connection with this Agreement or otherwise in connection with the Executive's employment by the
Company and its Affiliates. Notwithstanding the foregoing, (i) the Executive shall retain all rights with
respect to the Company's continuing obligations to indemnify the Executive as a former officer or director of
the Company or its Affiliates, and to provide directors and officers liability insurance, to the fullest extent
permitted under the Company's certificate of incorporation and by-laws or any other arrangement and (ii) to the
extent the Executive is entitled to greater rights with respect to any category of severance payments or
benefits in any similar situation under any other arrangement with the Company, the Executive shall be entitled
to such greater rights.

                                                       9


                                                                                                  Exhibit 10.52

         (e)   Modification of Payments by the Company and its Affiliates.

               (i)     Application of Section 7(e). In the event that any amount or benefit paid or distributed
         to, or on behalf of, the Executive pursuant to this Agreement, taken together with any amounts or
         benefits otherwise paid or distributed to, or on behalf of, the Executive by the Company, its
         Affiliates and their successors, including any acquiror of the Company or its Affiliates (or any
         person or entity required to be aggregated with the Company or its Affiliates for purposes of Section
         280G of the Internal Revenue Code of 1986, as amended (the "Code")) under any other plan, agreement,
         or arrangement (collectively, the "Covered Payments"), would be an "excess parachute payment" as
         defined in Section 280G of the Code, and would thereby subject the Executive to the tax (the "Excise
         Tax") imposed under Section 4999 of the Code (or any similar tax that may hereafter be imposed), the
         Company shall pay (or cause to be paid) to the Executive at the time specified in Section 7(e)(iv)
         below an additional amount (the "Tax Reimbursement Payment") such that the net amount retained by the
         Executive with respect to such Covered Payments, after deduction of any Excise Tax on the Covered
         Payments and any Federal, state and local (including foreign) income tax, payroll tax and Excise Tax
         on the Tax Reimbursement Payment provided for by this Section 7(e), but before deduction for any
         Federal, state or local (including foreign) income or employment tax withholding on such Covered
         Payments, shall be equal to the amount of the Covered Payments; provided that if the aggregate value
         of all Covered Payments exceeds the maximum amount which can be paid to the Executive without the
         Executive incurring an Excise Tax (the "Cap Amount") by less than 10% (ten per cent) of the Cap
         Amount, the amounts payable to the Executive under this Section 7 shall be reduced (but not below
         zero) to the maximum amount which may be paid hereunder without the Executive becoming subject to such
         an Excise Tax as a result of all Covered Payments (such reduced payments to be referred to as the
         "Payment Cap"). In the event that Executive receives reduced payments and benefits hereunder,
         Executive shall have the right to designate which of the payments and benefits otherwise provided for
         in this Agreement that the Executive will receive in connection with the application of the Payment
         Cap.

               (ii)    Application of Section 280G. For purposes of determining whether any of the Covered
         Payments will be subject to the Excise Tax and the amount of such Excise Tax,

               (A)     such Covered Payments will be treated as "parachute payments" within the meaning of
                       Section 280G of the Code, and all "parachute payments" in excess of the "base amount"
                       (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the
                       Excise Tax, unless, and except to the extent that, in the good faith judgment of the
                       Company's independent certified public accountants appointed prior to the Effective Date
                       or tax counsel selected by such accountants (the "Accountants"), it is more likely than
                       not that such Covered Payments (in whole or in part) either do

                                                       10


                                                                                                  Exhibit 10.52

                       not constitute "parachute payments" or represent reasonable compensation for personal
                       services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in
                       excess of the portion of the "base amount allocable to such Covered Payments," or such
                       "parachute payments" are otherwise not subject to such Excise Tax, and

               (B)     the value of any non-cash benefits or any deferred payment or benefit shall be
                       determined by the Accountants in accordance with the principles of Section 280G of the
                       Code.

               (iii)   Adjustments in Respect of the Payment Cap. If the Executive receives reduced payments
         and benefits under this Section 7(e) (or this Section 7(e) is determined not to be applicable to the
         Executive because the Accountants conclude that Executive is not subject to any Excise Tax) and it is
         established pursuant to a final determination of a court or an Internal Revenue Service proceeding (a
         "Final Determination") that, notwithstanding the good faith of the Executive and the Company in
         applying the terms of this Agreement, the aggregate "parachute payments" within the meaning of Section
         280G of the Code paid to the Executive or for the Executive's benefit are in an amount that would
         result in the Executive being subject to an Excise Tax, then the Accountants shall determine whether
         the Executive should have received the Tax Reimbursement Payment described in Section 7(e)(i), or
         whether the amounts payable to the Executive hereunder would still have been reduced pursuant to
         Section 7(e)(i). If the Tax Reimbursement Payment would have been due, the Accountants shall determine
         the amount of any interest and penalties that may be imposed on the Executive by reason of having
         failed to have timely paid any Excise Tax (the "Penalty Amount"), and the amount of the Tax
         Reimbursement Payment due, treating the Penalty Amount as a Covered Payment. In the event a Tax
         Reimbursement Payment is due, the Company shall promptly (but in no event later than 10 business days
         after the Accountants have determined and informed the Company) pay the Executive such Tax
         Reimbursement Payment (as calculated in accordance with the immediately preceding sentence) and the
         Penalty Amount. If the Executive would still be subject to a reduction in the Covered Payments due
         hereunder, the Accountants shall determine the amount by which the Covered Payments exceeded the Cap
         Amount and the Executive shall have an obligation (to the extent permitted under applicable law) to
         repay such excess to the Company on demand, together with interest on such amount at the applicable
         Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the
         date of repayment by the Executive. It is expressly understood that such excess is not in the nature
         of a personal loan to the Executive, but rather a payment made to the Executive as a "mistake in
         fact." If the Executive receives reduced payments and benefits by reason of this Section 7(e) and it
         is established pursuant to a Final Determination that the Executive could have received a greater
         amount without exceeding the Cap Amount, then the Company shall promptly thereafter pay the Executive
         the aggregate additional amount which could have been paid without exceeding the Cap Amount, together

                                                       11


                                                                                                  Exhibit 10.52

         with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the
         Code) from the original payment due date to the date of actual payment by the Company. For greater
         clarity, if the Executive receives a Tax Reimbursement Payment under Section 7(e)(i), then this
         Section 7(e)(iii) shall not apply.

               (iv)    Timing. The Tax Reimbursement Payment (or portion thereof) provided for in Section
         7(e)(i) above shall be paid to the Executive not later than ten (10) business days following the
         payment of the Covered Payments; provided that if the amount of such Tax Reimbursement Payment (or
         portion thereof) cannot be finally determined on or before the date on which payment is due, the
         Company shall pay to the Executive by such date an amount estimated in good faith by the Accountants
         to be the minimum amount of such Tax Reimbursement Payment and shall pay the remainder of such Tax
         Reimbursement Payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the
         Code) as soon as the amount thereof can be determined, but in no event later than 45 calendar days
         after payment of the related Covered Payment. In the event that the amount of the estimated Tax
         Reimbursement Payment exceeds the amount subsequently determined to have been due, the Executive shall
         repay such excess to the Company (to the extent permitted under applicable law), payable as of the
         fifth business day after written demand by the Company for payment (together with interest at the rate
         provided in Section 1274(b)(2)(B) of the Code). It is expressly understood that such excess is not in
         the nature of a personal loan to the Executive.

               (v)     Survival. The provisions of this Section 7(e) of the Agreement shall survive the
         termination of the Executive's employment hereunder and the termination of this Agreement with regard
         to any event that occurred prior thereto.

         8.    Non-exclusivity of Rights. Except as expressly provided herein, nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other
plan or program provided by the Company or any of its Affiliates and for which the Executive may qualify, nor
shall anything herein limit or otherwise prejudice such rights as the Executive may have under any other
agreements with the Company or any of its Affiliates, including employment agreements, stock option agreements,
and other stock or equity compensation agreements. Amounts which are vested benefits or which the Executive is
otherwise entitled to receive under any plan or program of the Company or any Affiliate at or subsequent to the
Date of Termination shall be payable in accordance with such plan or program.

         9.    No Offset. The obligation of the Company or any of its Affiliates to make the payments provided
for in this Agreement and otherwise to perform the obligations hereunder shall not be diminished or otherwise
affected by any circumstances, including, but not limited to, any set-off, counterclaim, recoupment, defense or
other right which the Company or any of its Affiliates may have against the Executive or others, whether by
reason of the subsequent employment of the Executive or otherwise.

                                                       12


                                                                                                  Exhibit 10.52

         10.   Legal Fees and Expenses. If the Executive asserts any claim in any contest (whether initiated by
the Executive or by the Company or any of its Affiliates) as to the validity, enforceability or interpretation
of any provision of this Agreement or to enforce and/or collect any payment or benefit payable hereunder, the
Company shall pay the Executive's legal expenses (or cause such expenses to be paid) including, but not limited
to, the Executive's reasonable attorney's fees, on a monthly basis, upon presentation of proof of such expenses
in a form acceptable to the Company; provided that the Executive shall reimburse the Company for such amounts
(to the extent permitted under applicable law), plus simple interest thereon at the 90-day United States
Treasury Bill rate as in effect from time to time, compounded annually, if the arbitrator determines that the
Executive's claims were substantially frivolous or brought in bad faith.

         11.   Surviving Agreements. This Agreement provides for certain payments and benefits to the Executive
to be determined by the employee benefit plans and programs, incentive plans, stock option, and other stock or
equity compensation plans of the Company and its Affiliates. To the extent so provided, such programs and plans
constitute part of the agreement and understanding between the Executive and the Company and are incorporated
herein and made a part hereof. The Executive and the Company hereby reaffirm their respective commitments under
such programs and plans, and again agree to be bound by each of the covenants contained therein for the benefit
of the Company in consideration of the benefits made available to the Executive hereby.

         12.   Successors. (a) This Agreement is personal to the Executive and, without the prior written
consent of the Company, shall not be assignable by the Executive otherwise than by will or the laws of descent
and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal
representatives and his or her estate.

         (b)   This Agreement shall inure to the benefit of and be binding upon the Company and shall be
assignable, in writing, by the Company only to the acquiror of all or substantially all, of the assets of the
Company. The Company shall require any successor to all or substantially all of the business and/or assets of
the Company, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or
otherwise, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as
the Company would be required to perform if no such succession had taken place.

         13.   Miscellaneous. (a) Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Connecticut, applied without reference to principles of conflict of
laws.

         (b)   Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall
be resolved by binding arbitration. The arbitration shall be held in Hartford, Connecticut and except to the
extent inconsistent with this Agreement, shall be conducted in accordance with the Expedited Employment
Arbitration Rules of the American Arbitration Association then in effect at the time of the arbitration (or
such other rules as the parties may agree to in writing), and otherwise in accordance with principles which
would be applied by a court of law or equity. The arbitrator shall be

                                                      13


                                                                                                  Exhibit 10.52

acceptable to both the Company and the Executive. If the parties cannot agree on an acceptable arbitrator, the
dispute shall be heard by a panel of three arbitrators, one appointed by each of the parties and the third
appointed by the other two arbitrators. The costs and expenses of the arbitration shall be paid by the Company.

         (c)   Amendments. This Agreement may not be amended or modified otherwise than by a written agreement
executed by the parties hereto or their respective successors and legal representatives.

         (d)   Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto
with respect to the matters referred to herein, and completely supersedes and replaces any prior agreement
between the Executive and the Company concerning the subject matter herein. No other agreement relating to the
terms of the Executive's employment by the Company or any of its Affiliates, oral or otherwise, shall be
binding between the parties unless it is in writing and signed by the party against whom enforcement is sought.
Except as expressly provided herein, nothing in this Agreement shall be construed or interpreted to enhance,
increase, reduce or diminish any rights, duties or obligations of the Executive under any individual agreement
between the Executive and the Company or any of its affiliates, or under any employee benefit plan program or
procedure established by the Company or any of its affiliates. There are no promises, representations,
inducements or statements between the parties other than those that are expressly contained herein. The
Executive acknowledges that the Executive is entering into this Agreement of the Executive's own free will and
accord, and with no duress, that the Executive has read this Agreement and that the Executive understands it
and its legal consequences.

         (e)   Notices. All notices and other communications hereunder shall be in writing and shall be given
by hand-delivery to the other party or by registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:

If to the Executive:                        at the home address of the Executive noted on the records of the
                                            Company


If to the Company:                          The Phoenix Companies, Inc.
                                            One American Row
                                            PO Box 5056
                                            Hartford, CT 06120-5056
                                            Attn.: Tracy L. Rich, General Counsel

or to such other address as either party shall have furnished to the other in writing in accordance herewith.
Notice and communications shall be effective when actually received by the addressee.

                                                      14


                                                                                                  Exhibit 10.52

         (f)   Tax Withholding. The Company shall withhold (or cause such withholding) from any amounts payable
under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any
applicable law or regulation.

         (g)   Severability; Reformation. In the event that one or more of the provisions of this Agreement
shall become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.

         (h)   Waiver. Waiver by any party hereto of any breach or default by the other party of any of the

terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or
different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from
any course of dealing between the parties hereto or from any failure by either party hereto to assert its or
the Executive's rights hereunder on any occasion or series of occasions.

         (i)   Confidentiality. The Executive, after termination of the Executive's employment, shall retain in
confidence any confidential or proprietary information known to the Executive concerning the Company and its
Affiliates and their business so long as such information is not publicly disclosed and shall not use such
information in any way injurious to the Company or its Affiliates except for any disclosure to which an
authorized officer of the Company or such Affiliate has consented or any disclosure or use required by any
order of any governmental body or court (including legal process). If requested, the Executive shall return to
the Company and its Affiliates any memoranda, documents or other materials possessed by the Executive and
containing confidential or proprietary information of the Company and its Affiliates. Notwithstanding the
preceding sentence, the Executive shall not be required to return to the Company or its Affiliates, any
memoranda, documents or other materials containing confidential or proprietary information of the Company or
its Affiliates, if such materials were provided to the Executive in his or her capacity as a director of the
Company or its Affiliates.

         (j)   Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.

         (k)   Captions. The captions of this Agreement are not part of the provisions hereof and shall have no
force or effect.


                                                      15


                                                                                                  Exhibit 10.52

                  IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and the Company has
caused this Agreement to be executed in its name on its behalf, and its corporate seal to be hereunto affixed
and attested by its Secretary, all as of the day and year first above written.

                                    PHOENIX COMPANIES, INC.


                                    By: /s/ Bonnie J. Malley   
                                    Title: Senior Vice President

WITNESSED:

_____________________



                                    PHOENIX LIFE INSURANCE COMPANY


                                    By: /s/ Bonnie J. Malley   
                                    Title: Senior Vice President

WITNESSED:

____________________]



                                    EXECUTIVE:                              DATE:


                                    /s/ Michael J. Gilotti                  2/28/03  

WITNESSED:

_____________________



                                                      16

EX-10.53

                                                 EXHIBIT 10.53

                                2002 COMPENSATION PROGRAM – MICHAEL GILOTTI


                                                                                                  Exhibit 10.53

                            2002 Compensation Program – Michael Gilotti

Introduction
The 2002 compensation program will consist of four components:
1.   A base salary payable on a biweekly basis
2.   Beginning with the performance year 2000, participant in Phoenix's Long Term Incentive Program (LTI) as
     follows:
     •   Participant in the 2000-2002 LTI plan at a target of 45%, payment 2003
     •   Participant in the 2001-2003 LTI plan at a target of 45%, payment 2004
     •   Participant in the 2002-2004 LTI plan at a target of 45%, payment 2005
3.   Stock Options - You will be eligible to receive a grant from the Phoenix Companies, Inc Stock Incentive
     Plan similar to other participants at your level.
4.   An Annual Incentive plan based on predefined goals identified in Exhibit I

This document is intended to define the Annual Incentive Plan component.

Eligibility
This annual incentive plan is exclusively for Michael Gilotti.

Performance Period
January, 2002 to December 31, 2002

Annual Incentive Plan
•   Sales goals as defined in exhibit I will constitute 70% of the incentive component based on 2002
    Annuity results.
•   15% will be based on company performance as measured by ROE for the performance year 2002.
•   15% will be based on expense management with the goal to reduce the company's planned controllable expenses.
•   Actual payment will occur in first quarter 2003.

Employee Benefits
Pension SERP benefits will include the annual incentive payment as defined in this program document as eligible
earnings. All other benefits will use base salary as eligible earnings.

Termination
In order to receive any payments under this plan you must be an active employee in good standing on the annual
incentive payment date.

Death and Disability
If your employment ends as a result of death, disability or retirement, you will receive your annual incentive
as follows: your annual incentive will be calculated by prorating the percentage of target earned according to
the number of months that you were actively at work. If you leave in the middle of the month, you will receive
full credit for that month of service. Any such annual incentive payment will be paid in the first quarter of
the subsequent year.

Right to amend plan
The company specifically reserves the right to change or terminate the program at any time. No adverse changes
will be made retroactively, but will apply subsequently. No incentive payment is deemed to be earned until paid
by the company.

Amendments to Plan Due to Organizational Changes
This Incentive Plan may be amended, if necessary, to reflect changes in your organizational roles and
responsibilities. Recognition for accomplishments up to the point of organizational change will be given and
any changes to the plan will reflect new and/or additional responsibilities. No adverse changes will be made.



                                                                                                  Exhibit 10.53
                                                                                                      Exhibit I

                               2002 Annual Incentive Plan – Michael Gilotti
                                    Target is 155% of Base Salary = $589,000

- ----------------------------- --------- -----------------------------------------------------------------------
        Criteria              Weighting
                               (% of                             Objectives & Thresholds
                               Total
                               Bonus)
- ----------------------------- --------- ---------------- -------------- ------------- ------------ ------------
                                          Threshold       T-minus       Target        T-Plus      T-Superior
- ----------------------------- --------- ------------- -------------- ------------- ------------ -------------
                                         $1.0 billion  $1.2 billion  $1.4 billion  $1.6 billion  $1.8 billion
VA Sales                         70%    ------------- -------------- ------------- ------------ -------------
(excludes PFG, internal                      50%           75%           100%          150%          200%
exchange, institutional                     Credit        Credit        Credit        Credit        Credit
annuity sales:
includessingle
premium variable life)
- ----------------------------- --------- ------------- -------------- ------------- ------------ -------------
                                             5.5%          6.0%          6.5%          7.0%          7.5%
ROE after FIT –                  15%    ------------- -------------- ------------- ------------ -------------
Cash Operating Income                        50%           75%           100%          150%          200%
From Life and Annuity                       Credit        Credit        Credit        Credit        Credit
(GAAP Management Report
basis) See note below
- ----------------------------- --------- ------------- -------------- ------------- ------------ -------------
                                            66.2%         65.2%        64.2%         63.2%          62.2%
Expense Management               15%    ------------- -------------- ------------- ------------ -------------
Total Company controllable                   50%           75%           100%          150%          200%
expenses excluding PXP as                   Credit        Credit        Credit        Credit        Credit
a % of Total Company
revenue excluding; PXP,
Participating Life and Net
Investment Income
- ----------------------------- --------- ------------- -------------- ------------- ------------ -------------
•  Potential Award                         $294,500      $441,750      $589,000      $883,500     $1,178,000
- ----------------------------- --------- ------------- -------------- ------------- ------------ -------------


     Note: No incentive award based on Return On Equity (ROE) will be earned unless the Total Company ROE from
     Continuing Operations (Total Operating Income exclusive of Venture Capital and PXP) is 4.5% or higher
     (GAAP Management Report basis).

EX-10.54

                                                 EXHIBIT 10.54

                                                   AGREEMENT



                                                                                                  EXHIBIT 10.54



                                                Agreement

                  AGREEMENT, dated as of February 1, 2001, by and between Phoenix Investment Partners, Ltd.
having its executive offices at 56 Prospect Street, Hartford, CT 06115 (the "Company"), and Michael Haylon,
(the "Executive") residing in West Hartford, Connecticut.

                                             W I T N E S S E T H :
                                             - - - - - - - - - -

                  WHEREAS, the Company's board of directors recognizes that the business strategies and plans
of the Company, the Company's parent, Phoenix Home Life Mutual Insurance Company, a New York life insurance
company having its executive offices at One American Row, Hartford, Connecticut 06115 ("Parent") or, in the
event of Parent's demutualization, of its sole shareholder (the "Holding Company" and, together with the Parent
and the Company, the "Relevant Companies", and the Relevant Companies, together with their subsidiaries,
"Phoenix") may require management of a Relevant Company to pursue a merger or other business combination of the
Relevant Company with another company, which business combination could result in a change in control of the
Company, a consequence of which could be adjustments in the Company's management, including career changes for
executives of the Company, the prospect of which is unsettling to the Company's management, including the
Executive and other executives of the Company; and

                  WHEREAS, the Company's board of directors desires to assure a continuing dedication by the
Executive to the Executive's duties to the Company notwithstanding the Relevant Companies' strategies and
prospects respecting a business combination and, in particular, believes it imperative, should a Relevant
Company pursue a proposal with respect to a business combination, for the Executive, without being influenced
by the uncertainties of the Executive's own situation, to assess and advise the Company's board of directors
with respect to such proposal (or any alternative) and to assist the Company in taking such other actions
regarding such proposal as might be appropriate; and

                  WHEREAS, for this reason the Company's board of directors has determined that it is in the
best interests of the Company for the Company to provide for payment to the Executive of appropriate
compensation, in addition to that which the Company has otherwise provided for the Executive, in the event the
Executive's employment with the Company should terminate under the circumstances described in this Agreement;

                                                       1


                                                                                                  EXHIBIT 10.54

                  NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which each party hereby acknowledges, the Company and the
Executive hereby agree as follows:

SECTION 1.  EFFECTIVE DATE AND TERM OF AGREEMENT.

                  (a)    This Agreement is effective and binding on both parties as of the date hereof and,
subject to Section 2(b) hereof and to Section 2(c) hereof, shall continue to apply in accordance with its terms
to a termination of the Executive's employment with the Company occurring on or before December 31, 2002;
provided, however, that, as of January 1, 2001, and each January 1 thereafter, this Agreement
shall automatically be extended to apply in accordance with its terms to a termination of the Executive's
employment with the Company occurring on or before one (1) additional year has elapsed unless, not later than
September 30 of the preceding year, the Company shall have given notice that it does not wish so to extend this
Agreement; and provided, further, that, notwithstanding any such notice by the Company not to so extend this
Agreement, if a Change in Control (as hereinafter defined) shall have occurred, during the original or extended
period, this Agreement shall continue to apply in accordance with its terms to a termination of` Executive's
employment with the Company occurring on or before the expiration of three (3) years after the occurrence of
such Change in Control. Notwithstanding the present effectiveness of this Agreement and except to the extent
expressly otherwise provided in Sections 1(d) and 2(b) of this Agreement, the provisions of Sections 3 and 4 of
this Agreement shall become operative only when, as and if there has been a Change in Control.

                  (b)    For purposes of this Agreement, a change in control of the Company (a "Change in
Control") shall be deemed to have occurred upon the first occurrence after the date hereof of any of the
following events:

                         (i)    the occurrence of such a change in control of the direction and administration
of a Relevant Company's business as would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in
effect on the date hereof and any successor provision of the regulations under the Exchange Act, if the
Relevant Company was required at the time of such occurrence to report under such provisions (whether or not
the Relevant Company is subject to the reporting provisions of Section 12 of the Exchange Act and to such
reporting requirement); or

                         (ii)   if the individuals who, at the beginning of the period commencing two (2) years
earlier, constituted a Relevant Company's board of directors cease for any reason to constitute at least a
majority of such company's board of directors, provided however, that any person who is a "Continuing Director"
(as defined below) shall be deemed for this purpose to have been a member of the board on the first day of such
two-year period; or


                                                       2


                                                                                                  EXHIBIT 10.54

                         (iii)  a Relevant Company's board of directors shall approve a sale of all or
substantially all of the assets of such Relevant Company and such transaction shall have been consummated; or

                         (iv)   if at the time the Parent is a stock corporation and, prior to the fifth (5th)
anniversary of the effective date of its demutualization, five percent (5%) or, if after such fifth
anniversary, ten percent (10%) (or, in either case, such higher percentage (not to exceed twenty percent (20%))
at which approval by the New York Insurance Department is required to effect such an acquisition) or more of
the combined voting power of securities of a Relevant Company are acquired by an individual, entity, any
employee benefit plan sponsored or maintained by a Relevant Company or a subsidiary thereof, or group acting in
concert, in each case, other than the Holding Company or any of its subsidiaries; or

                         (v)    at any date after the date hereof, a Relevant Company is voluntarily or
involuntarily dissolved or liquidated or otherwise ceases business operations; or

                         (vi)   a Relevant Company's board of directors shall approve any merger, consolidation
or like business combination or reorganization of such Relevant Company such transaction shall have been
consummated and a majority of the individuals who constituted directors of the Relevant Company on the day the
board of directors approved such transaction cease for any reason, at any time within two (2) years after the
consummation of such transaction, to constitute a majority of such board of directors or of the board of
directors of any successor company resulting from such merger, consolidation, or like business combination or
reorganization; provided, however, that any person who is a "Continuing Director" (as defined below) shall be
deemed for this purpose to have been a member of the board on the first day of such two-year period.

For purposes of this Agreement, "Continuing Directors" shall mean (i) the directors of the Relevant Companies
in office on the date hereof or, in the case of the Holding Company, its directors immediately preceding any
demutualization of the Parent and (ii) any successor to any such director, or any additional director, who (A)
after the date hereof was nominated or selected by a majority of the Continuing Directors of the Relevant
Company of issue in office at the time of his/her/her nomination or selection (other than any such nomination
or selection of an individual as a director of a Relevant Company or any successor to a Relevant Company who
was so nominated or selected in connection with the settlement of a threatened or actual proxy contest
involving or, a proposed or consummated merger, consolidation or like business combination or reorganization
of, such Relevant Company or (B) who has been accepted in writing as a Continuing Director for purposes of this
Agreement by the Executive.

                  (c)    It is hereby provided, however, that in no event shall the reorganization of the
Parent from a mutual to a stock company, the acquisition of the


                                                       3


                                                                                                  EXHIBIT 10.54

Parent's shares by the Holding Company or the initial public offering of the shares of the Holding Company be
treated, individually or collectively, as a "Change in Control" for purposes of this Agreement and in no event
shall any benefits be payable hereunder as a result of any such events.

                  (d)    The Company shall be obligated to make the payments and provide the benefits described
in Section 4 hereof following, and the provisions of Section 3 hereof shall apply to, a Change in Control only
if such Change in Control shall have occurred within the period of Executive's employment with the Company.
Except as provided in the next following sentence, if the Executive ceases employment prior to the occurrence
of a Change in Control, the Company's and Executive's obligations shall terminate automatically upon such
termination and, except as provided in Section 5(a) hereof, neither party shall have any obligation to the
other hereunder. If the Company terminates the Executive's employment during the period established under
Section 2(b) of this Agreement other than for Cause, the Executive shall, solely for purposes of determining
his/her/her right to severance benefits under this Agreement, be deemed to have remained employed by the
Company until the day following the Change in Control and to have then been terminated by the Company without
Cause.

SECTION 2.  EMPLOYMENT OF EXECUTIVE.

                  (a)    Except as provided in Section 2(b) below, nothing in this Agreement shall affect any
right which the Executive may otherwise have to terminate his/her employment from the Company, nor shall
anything in this Agreement affect any right which the Company may have to terminate the Executive's employment
at any time in any lawful manner, subject to the Company's obligations at law and to make the payments and
provide the benefits to the Executive pursuant to Section 4 of this Agreement. It is agreed and understood that
this Agreement supercedes any prior severance agreement which related to change of control and other business
events as determined by a Relevant Company and, which provided benefits substantially similar to those provided
under this Agreement. Any such prior agreement entered into between a Relevant Company or a subsidiary thereof
and the Executive shall be deemed to be terminated and shall be of no force or effect upon the execution of
this Agreement.

                  (b)    In the event any person or organization commences any steps necessary in accordance
with law to effect a Change in Control (including, without limitation, the solicitation of proxies with respect
to the election of directors in opposition to the nominees of the board of directors of the Parent or the
Holding Company or, if the Parent is converted to a stock company, the commencement of a tender or exchange
offer for the percentage of the Parent's or the Holding Company's voting securities as described in Section
1(b)(iv) hereof,), the Executive agrees that, in order to receive the benefits provided by this Agreement,
he/she will not voluntarily leave the employ of the Company and will continue to perform his/her/her regular
duties and to render his/her/her services on a full- time basis to the Company and the Company agrees to
continue to employ the Executive in each case, until such person or organization has abandoned or


                                                       4


                                                                                                  EXHIBIT 10.54

terminated its efforts to effect a Change in Control (as determined by the Company's Board of directors) or
until a Change in Control has occurred.

                  (c)    Should the Executive voluntarily terminate his/her/her employment before any effort to
effect a Change in Control has commenced, or after any such effort has been abandoned or terminated without
effecting a Change in Control and at a time when no other such effort is then in process, this Agreement shall
at such time lapse and be of no further force or effect.

SECTION 3.  TERMINATION FOLLOWING CHANGE IN CONTROL.

                  (a)    If a Change in Control shall have occurred, the Executive shall be entitled to the
benefits provided in Section 4 hereof upon any subsequent termination of his/her/her employment within three
(3) years following such Change in Control, unless (i) in connection with such termination, the Executive
becomes employed with a former division of a Relevant Company or a subsidiary of a Relevant Company as a result
of a sale or spin- off of such division or subsidiary, on substantially equivalent terms as, or better terms
than, those in effect immediately prior to the Change in Control, or (ii) such termination is (A) due to the
Executive's death or Retirement (as hereinafter defined) or (B) by reason of discharge by the Company by reason
of the Executive's Disability (as hereinafter defined) or for Cause (as hereinafter defined), (C) or by the
Executive other than for Good Reason (as hereinafter defined).

                  (b)    If following a Change in Control, the Executive's employment shall be terminated for
Cause or by the Executive for other than Good Reason, the Company shall pay to the Executive his/her/her full
Base Salary (as hereinafter defined) through the Date of Termination (as defined in Section 3(e) hereof) at the
rate in effect at the time Notice of Termination (as defined in Section 3(d) hereof) is given and any amounts
and benefits to be paid to the Executive in accordance with the terms of his/her/her employment
(notwithstanding that a Change in Control shall have occurred), including any vested benefits under any Phoenix
employee benefit plan and the Company shall have no further obligations to the Executive under this Agreement.

                  (c)    For purposes of this Agreement:

                         (i)   "Affiliate" shall mean any corporation, partnership, limited liability company,
trust or other entity which, at the relevant time, directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, the Company.

                         (ii)   "Disability" shall mean such physical or mental condition of the Executive as
shall have rendered the Executive unable (with reasonable accommodation by the Company), for a period of more
than one hundred eighty (180) days, to perform the essential functions of his/her/her job and as leads the
Company's board of directors, in its sole discretion, to determine to remove the Executive from


                                                       5


                                                                                                  EXHIBIT 10.54

his/her/her position and to appoint his/her/her successor in order to provide, in the judgment of such board
for the proper conduct of the Company's business. Notwithstanding the foregoing, no termination shall be
treated as on account of Disability unless the Executive is eligible at the time of such termination to receive
benefits under the Parent's or Relevant Company's Short Term Disability Plan or Long Term Disability Plan (the
"Disability Plans") in accordance with the terms of those Disability Plans.

If the Executive is entitled to benefits under such Disability Plans, he/she shall be entitled to receive the
benefits provided thereunder, and shall be entitled to receive the payments and benefits provided by Section 4
hereof, provided that, in the event that at any time prior to the earlier of (A) the first (1st) anniversary of
the Executive's Date of Termination (as defined in Section 3(e) hereof) and (B) the third (3rd) anniversary of
the date on which the Change in Control occurred, the Executive is no longer eligible for benefits provided
under either Disability Plan, he/she shall be entitled to the benefits provided under Section 4 of this
Agreement as though his/her/her employment were terminated without Cause on the date upon which his/her/her
eligibility for such benefits ceases unless a Relevant Company shall offer him/her employment, to commence
immediately, with at least the same or greater duties and responsibilities as he/she received, held or
performed immediately prior to his/her/her termination for Disability. It is hereby provided that, if the
Executive returns to work as provided above, the Executive shall be entitled to exercise the right to terminate
his/her/her employment as provided in Section 3(c)(iv)(F) hereof within a thirty day period following the first
anniversary of his/her/her return to work. It is further provided that, if the Executive is no longer eligible
for Disability benefits as described above after the expiration of the time period described in "(A)" and "(B)"
above, he/she shall be entitled to fifty (50%) of the payments and one half the benefit continuation period
provided under Section 4 hereof in the same manner and subject to the same conditions as otherwise described
above upon cessation of Disability.

                         (iii)  "Retirement" shall mean that the Executive shall have retired after reaching
the normal or (at the Executive's election) an early retirement date provided in the retirement plan of the
Company or an Affiliate of the Company that is applicable to the Executive as in effect on the date of the
Change in Control.

                         (iv)   "Cause" shall mean any one of the following events:

                                (A)    the conviction of the Executive in a court of law of a felony or of any
crime involving the misuse or misappropriation of money or other property of another; or

                                (B)    the Executive's failure or refusal to perform legal directives of the
Company's board of directors or executive officers of the Company, as applicable, which directives are
consistent with the scope and nature of the Executive's employment duties and responsibilities and which
failure or refusal is not remedied by the Executive within thirty (30) days after notice of such non-
performance is given to Executive; or


                                                       6


                                                                                                  EXHIBIT 10.54

                                (C)   the performance by the Executive of any act inconsistent with the
Executive's duties hereunder that results in a material adverse effect on Phoenix; or

                                (D)   any willful misconduct or illegal conduct by the Executive that has a
material adverse effect on Phoenix; or

                                (E)   any action by the Executive which materially violates Phoenix's conflict
of interest policy, as in effect of the date immediately prior to the Change in Control.

Notwithstanding the foregoing provisions of this subparagraph, the Executive shall not be deemed to have been
terminated for Cause for the purposes of this Agreement by reason of any imperfection in the performance of
his/her/her duties to the Company, unless and until (i) there shall have been delivered to the Executive a
resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the
board of directors of the Company (or that of its successor) at a meeting called and held for such purpose
(after reasonable notice to the Executive and an opportunity for the Executive, together with his/her/her
counsel, to be heard before the board of directors), finding in the good faith opinion of the board of
directors that the Executive was guilty of conduct so constituting Cause and stating the particulars thereof in
detail; and (ii) the Executive shall have had a reasonable period, not to exceed sixty (60) days, to remedy any
correctable problem. In the event of termination of the Executive's employment for Cause, the Executive shall
be entitled to such benefits, if any, under the Relevant Companies' retirement, insurance and other benefit
plans and programs as may be provided thereby and applicable to the Executive, in such circumstances, as if the
Executive and the Company had not entered into this Agreement.

                         (v)    "Good Reason" shall mean:

                                (A)   without the Executive's express written consent, any reduction in
his/her/her title or any material reduction in his/her/her position, duties or responsibilities from the title,
position, duties or responsibilities held or exercised by the Executive prior to the Change in Control
provided, however, that a transfer of the Executive's employment from the Company to an Affiliate of the
Company shall not constitute a reduction in title, position, duties or responsibilities so long as the position
held with such Affiliate provides the Executive with duties, authority and responsibilities at least comparable
to those held by the Executive as an officer of the Company and the Executive's title with the Affiliate is at
least commensurate with the titles held at such time by officers of the Company performing duties and
responsibilities at a comparable level; or


                                                       7


                                                                                                  EXHIBIT 10.54

                                (B)   a change of more than twenty-five (25) miles in the location where the
Executive regularly provides his/her/her services to the Company without the Executive's consent; or

                                (C)   a reduction of the Executive's Base Salary (as hereinafter defined) or
Target Incentive Compensation (as hereinafter defined); or

                                (D)   (1) a material reduction in benefits provided or the contributions made
under any qualified or non-qualified pension, retirement or defined contribution plans in which the Executive
participated immediately prior to the Change in Control, (2) a material reduction in the health or long term
disability benefits available to the Executive and his/her/her eligible dependents from those benefits in
effect immediately prior to the Change in Control or a material change in the conditions for the Executive to
become eligible for the same post-retirement health benefits provided to retirees immediately prior to the
Change in Control or, (3) a material reduction in the aggregate value of other welfare benefits available to
the Executive immediately prior to the Change in Control;

                                (E)   a material reduction in the long-term incentive compensation
opportunities made available to the Executive from those opportunities made available, on average, during the
three (3) year period ended with the last day of the last fiscal year ended prior to the Change of Control,
excluding any time during such three (3) year period when the Company was not a wholly-owned subsidiary of the
Parent.

                                (F)   any purported termination by the Company of the Executive's employment
which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 3(d) hereof;
provided however, that, notwithstanding anything else contained herein to the contrary, any termination of
employment by the Executive for any reason within the thirty-day (30-day) period following the first (1st)
anniversary of the date on which a Change in Control occurs shall, for all purposes of the Agreement, be
treated as a termination for Good Reason.

                         (vi)   "Base Salary" shall mean the annual salary paid to the Executive immediately
prior to the Change in Control.

                         (vii)  "Target Incentive Compensation" shall mean the target incentive award(s) that
may be earned by achievement of specified performance objectives, under the annual and long term incentive
compensation plan or plans in which the Executive participated immediately prior to the Change in Control.

                  (d)    Any purported termination of the Executive's employment by reason of the Executive's
Disability or for Cause, or by the Executive for Good Reason, shall be communicated by written Notice of
Termination to the other party hereto in accordance with Section 5(f) hereof. For purposes of this Agreement, a
"Notice of

                                                       8


                                                                                                  EXHIBIT 10.54

Termination" shall mean a notice given by the Executive or by the Company, as the case may be, which
shall indicate the specific basis for termination and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for the determination of the payments required to be made under this
Agreement; provided, however, that the Executive shall not be entitled to give a Notice of Termination to the
effect that he/she is terminating his/her/her employment for Good Reason after the expiration of ninety (90)
days following the last to occur of the events claimed by him/her to constitute Good Reason.

                  (e)    For purposes of this Agreement, "Date of Termination" shall mean (i) if the
Executive's employment is terminated for Disability, thirty (30) days after Notice of Termination is given
(provided that the Executive shall not have returned to the full- time performance of his/her/her duties during
such thirty-day (30 day) period) and (ii) if the Executive's employment is terminated for Cause or Good Reason,
the date specified in the Notice of Termination, which shall be not more than thirty (30) days after such
Notice of Termination is given. If within twenty (20) days after any Notice of Termination is given, the party
who receives such Notice of Termination notifies the other party that a Dispute (as defined below) exists, the
parties agree to pursue promptly the resolution of such dispute with reasonable diligence. Pending the
resolution of any such Dispute, the Company shall make the payments and provide the benefits provided for in
Section 4 hereof to the Executive. In the event that it is finally determined, either by mutual written
agreement of the parties, by a binding arbitration award or by a final judgment, order or decree of a court of
competent jurisdiction (which is not appealable or as to which the time for appeal therefrom has expired and
from which no appeal has been perfected), that a challenged termination by reason of the Executive's Disability
or for Cause was justified, or that a challenged termination for Good Reason was not justified, then all sums
paid by the Company to the Executive from the Date of Termination specified in the Notice of Termination until
final resolution of the Dispute pursuant to this Section 3(f), less any amount otherwise required to be paid to
the Executive in such circumstances under the terms of the Executive's employment, shall be repaid promptly by
the Executive to the Company, with interest from the time of payment to the Executive to the date of repayment
to the Company at the "prime rate" from time to time announced by The Chase Manhattan Bank, N.A. to be in
effect during such period for loans to commercial borrowers. In the event that it is finally determined that a
challenged termination by reason of the Executive's Disability or for Cause was not justified, or that a
challenged termination for Good Reason was justified, then the Executive shall be entitled to retain all sums
paid to the Executive pending resolution of the Dispute.

                  (f)    For purposes of this Agreement, "Dispute" shall mean (i) in the case of termination of
the Executive's employment for Disability or Cause, that the Executive challenges the existence of Disability
or Cause and (ii) in the case of termination of the Executive's employment for Good Reason, that the Company
challenges the existence of Good Reason.


                                                       9


                                                                                                  EXHIBIT 10.54

SECTION 4.  PAYMENTS AND BENEFITS UPON TERMINATION.

                  (a)    If required pursuant to Section 3(a) hereof, the Company will pay to the Executive as
compensation for services rendered:

                         (i)    Severance Benefits:

                                (A) not later than the fifteenth (15th) day after the Date of Termination, the
Executive's Base Salary through the Date of Termination, any accrued and unpaid vacation time, and any other
benefits then earned and payable to Executive through the Date of Termination in accordance with the terms of
his/her/her employment; and

                                (B)   a lump sum severance payment equal to two (2) times the sum of
(1) and (2),

                                (1)   the Executive's Base Salary and,

                                (2)   an amount equal to the highest of the last three (3) years of short-term
incentive compensation under the annual incentive plan maintained by the Company or an Affiliate of the Company
and applicable to the Executive; and

                                (C)   a lump sum severance payment equal to a full payment of all current long
term cash cycles in which the Executive participated under the Parent's Long Term Incentive Plan. The payment
will be calculated based on a straight line projection of the results to date of all current cash cycles or the
average actual payout to the Executive of the last two completed long term cycles, expressed as a percent of
target, whichever is higher. Payment for each cycle will be calculated as if the Executive was a plan
participant for the full term of each of his/her/her current long term cash cycles.

                                (D)   except as provided below, a lump sum severance payment equal to the
excessof

                                (1)   the present value of the retirement benefits (whether or not otherwise
vested) the Executive would have accrued under the qualified and non-qualified defined benefit retirement plans
in which the Executive was participating at the Date of Termination (the "Applicable Retirement Plans") had the
"Executive" continued to work for the Company for two (2) additional years from the Date of Termination at the
same rate of compensation that would otherwise be taken into account for purposes of determining the
Executive's accrued benefits at the Date of Termination and received as compensation for such services, the
severance benefits payable under sub-clause (B) of this Section 4 and achieved the age that he/she would have
achieved at the end of such two (2) year period, over

                                                       10


                                                                                                  EXHIBIT 10.54

                                (2) the present value on the Date of Termination of all the Executive's vested
accrued benefits under such Applicable Retirement Plans.

For this purpose, all calculations of present value shall be made based on the actual assumptions used on the
date immediately prior to the occurrence of a Change in Control under whichever of the Applicable Retirement
Plans the benefits would otherwise have been provided.

                         It is hereby provided that if, as of the Executive's Termination Date, the Executive
has satisfied the requirements for early retirement eligibility as provided under the Applicable Retirement
Plans, then in lieu of the lump sum benefit described above, the value of such benefit shall be payable, at the
Executive's option, in the form of a non-qualified monthly annuity determined as provided under the Applicable
Retirement Plans and payable in the same benefit form and at the same time as other benefits under such
Applicable Retirement Plans.

                                (E)   a lump sum severance payment equal to the present value of the two (2)
years of matching contributions under the Parent's qualified and non-qualified defined contribution savings
plans or similar plans maintained by the Company or an Affiliate of the Company and applicable to the Executive
based on the level of matching contribution in effect for the Executive on the Date of Termination.

                         (ii)   Continuation of Benefits. Effective with the Date of Termination, the Executive
shall be entitled after the Date of Termination until the two year (2) anniversary of the Date of Termination
(the "End Date"), to continue participation in all of the group health, group life employee benefits and long
term disability plans maintained by the Company or an Affiliate of the Company and applicable to the Executive
on the Date of Termination (the "Group Benefit Plans"). To the extent any such benefits cannot be provided
under the terms of the applicable plan, policy or program, the Company or an Affiliate of the Company shall
provide a comparable benefit under another plan or from the Company's general assets. The Executive's
participation in the Group Benefit Plans will be on the same terms and conditions (including, without
limitation, any condition that the Executive make contributions toward the cost of such coverage on the same
terms and conditions generally applicable to similarly situated employees and, including coverage eligibility
for the Executive's spouse and dependent children) that would have applied had the Executive continued to be
employed by the Company through the End Date.

                         (iii)  Outplacement Services. The Executive shall be provided at the Company's expense
with outplacement services customary for executives at his/her/her level (including, without limitation, office
space and telephone support services) provided by a qualified and experienced third party provider mutually
selected by the Company and the Executive.

                                                       11


                                                                                                  EXHIBIT 10.54

                         (iv)   Deemed Vesting for Certain Benefits. Effective as of the Date of Termination,
the Executive shall be deemed to have met all service and other requirements for full vesting of benefits under
all stock option or other stock or equity compensation plans in which the Executive participates to the extent
that the Executive had not already vested in such benefits as of the Date of Termination. The value of any
benefits as reasonably determined by the Company and not otherwise payable under such above-referenced plans,
shall be payable hereunder as a lump sum at the same time and in the same manner as amounts specified in
Section 4(a)(i) above.

                  (b)    Certain Further Payments by the Company.

                         (i)    In the event that any amount or benefit paid or distributed to, or on behalf of
the Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or
distributed to or on behalf of the Executive by the Company or any Affiliate of the Company (collectively, the
"Covered Payments"), are or become subject to the tax (the "Excise Tax") imposed under Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code"), or any similar tax that may hereafter be imposed, the
Company shall pay to the Executive at the time specified in Section 4(b)(iv) below an additional amount (the
"Tax Reimbursement Payment") such that the net amount retained by the Executive with respect to such Covered
Payments, after deduction of any Excise Tax on the Covered Payments and any Federal, state and local income or
employment tax and Excise Tax on the Tax Reimbursement Payment provided for by this Section 4(b), but before
deduction for any Federal, state or local income or employment tax withholding on such Covered Payments, shall
be equal to the amount of the Covered Payments.

                         (ii)   For purposes of determining whether any of the Covered Payments will be subject
to the Excise Tax and the amount of such Excise Tax:

                                (A)   such Covered Payments will be treated as "parachute payments" within the
meaning of Section 280G of the Code, and all "parachute payments" in excess of the "base amount" (as defined
under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the
extent that, in the good faith judgment of the Company's independent certified public accountants (or, if the
Company does not have its own accounting firm, the Parent's independent certified public accounts) appointed
prior to the Change in Control Date or tax counsel selected by such Accountants (the "Accountants"), the
Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not
constitute "parachute payments" or represent reasonable compensation for personal services actually rendered
(within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the "base amount," or such "parachute
payments" are otherwise not subject to such Excise Tax, and

                                                       12


                                                                                                  EXHIBIT 10.54


                                (B)   the value of any non-cash benefits or any deferred payment or benefit
shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

                         (iii)  For purposes of determining the amount of the Tax Reimbursement Payment, the
Executive shall be deemed to pay:

                                (A)   Federal income taxes at the highest applicable marginal rate of Federal
income taxation for the calendar year in which the Tax Reimbursement Payment is to be made, and

                                (B)   any applicable state and local income taxes at the highest applicable
marginal rate of taxation for the calendar year in which the Tax Reimbursement Payment is to be made, net of
the maximum reduction in Federal Income taxes which could be obtained from the deduction of such state or local
taxes if paid in such year.

                         (iv)   In the event that the Excise Tax is subsequently determined by the Accountants
or pursuant to any proceeding or negotiations with the Internal Revenue Service to be less than the amount
taken into account hereunder in calculating the Tax Reimbursement Payment made, the Executive shall repay to
the Company, at the time that the amount of such reduction in the Excise Tax is finally determined, the portion
of such prior Tax Reimbursement Payment that would not have been paid if such Excise Tax had been applied in
initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the rate
provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any portion of the
Tax Reimbursement Payment to be refunded to the Company has been paid to any Federal, state or local tax
authority, repayment thereof shall not be required until actual refund or credit of such portion has been made
to the Executive, and interest payable to the Company shall not exceed interest received or credited to the
Executive by such tax authority for the period it held such portion. The Executive and the Company shall
mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if
the Executive's good faith claim for refund or credit is denied.

                  In the event that the Excise Tax is later determined by the Accountants or pursuant to any
proceeding or negotiations with the Internal Revenue Service to exceed the amount taken into account hereunder
at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the
existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), the Company
shall make an additional Tax Reimbursement Payment in respect of such excess (plus any interest or penalty
payable with respect to such excess) at the time that the amount of such excess is finally determined.

                         (v)    The Tax Reimbursement Payment (or portion thereof) provided for in
Section 4(b)(i) above shall be paid to the Executive not later than ten (10)

                                                       13


                                                                                                  EXHIBIT 10.54



business days following the payment of the Covered Payments; provided, however, that if the amount of such Tax
Reimbursement Payment (or portion thereof) cannot be finally determined on or before the date on which payment
is due, the Company shall pay to the Executive by such date an amount estimated in good faith by the
Accountants to be the minimum amount of such Tax Reimbursement Payment and shall pay the remainder of such Tax
Reimbursement Payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as
soon as the amount thereof can be determined, but in no event later than forty-five (45) calendar days after
payment of the related Covered Payment. In the event that the amount of the estimated Tax Reimbursement Payment
exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company
to the Executive, payable of the fifth business day after written demand by the Company for payment (together
with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

SECTION 5.  GENERAL

                  (a)    The Executive, after termination of his/her/her employment, shall retain in confidence
any confidential or proprietary information known to him/her concerning Phoenix and its business so long as
such information is not publicly disclosed and shall not use such information in any way injurious to Phoenix
except for any disclosure to which an authorized officer of the Holding Company has consented or any disclosure
or use required by any order of any governmental body or court (including legal process). If requested, the
Executive shall return to Phoenix any memoranda, documents or other materials possessed by the Executive and
containing confidential or proprietary information of Phoenix. Further, the Executive agrees not to induce,
encourage or solicit either directly or indirectly, any employee, officer, agent, broker, registered
representative, manager, to terminate his/her/her relationship with the Company, its subsidiaries or affiliates
for a period of eighteen (18) months.

                  (b)    If litigation shall be brought to enforce or interpret any provision contained herein
or any third party shall commence any litigation challenging the validity or enforceability of this Agreement,
the Company shall pay the Executive for attorneys' fees and disbursements reasonably incurred by the Executive
in connection with such litigation promptly upon presentation thereof and the Company shall pay prejudgment
interest to Executive, if any, calculated at the prime rate (as provided by section 3(e) hereof) from the date
that payment should have been made under this Agreement to the date of payment

                  (c)    The Company's obligation to make the payments and to provide the benefits to the
Executive required hereby are absolute and unconditional and shall not be affected by any setoff, claim,
counterclaim, recoupment or other right which the Company may have against the Executive or anyone else. All
amounts payable by the Company hereunder shall be payable without notice or demand. The Executive shall not be
required to seek or take any employment or undertake any other business activities in order to mitigate the
payments and benefits required to be provided to the Executive

                                                       14


                                                                                                  EXHIBIT 10.54

pursuant to this Agreement and the payments and benefits so required to be provided to the Executive shall not
be mitigated by any earnings of the Executive resulting from any employment or other business activities the
Executive may undertake after the termination of his/her/her employment with the Company.

                  (d)    The Company shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company by
written agreement to assume expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession had taken place. As used in this
Agreement, the term "Company" shall mean the Company as herein before defined and any successor to its business
and/or assets as aforesaid which executes and delivers the agreement required by this Section 5(c) or which
otherwise becomes bound by the terms and provisions of this Agreement by operation of law.

                  (e)    This Agreement shall inure to the benefit of and be enforceable by the Executive's
personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and
legatees. If the Executive should die while any amounts or other benefits would still be payable or made
available to the Executive hereunder if the Executive had continued to live, all such amounts, or benefits,
unless otherwise provided herein, shall be paid or otherwise made available in accordance with the terms of
this Agreement to the Executive's devisee, legatee or other designee or, if there be no such designee, to the
Executive's estate.

                  (f)    For the purposes of this Agreement, notices and all other communications provided for
in this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or
upon receipt if mailed by United States registered mail, return receipt requested, postage prepaid, or by a
nationally recognized overnight courier service (appropriately marked for overnight delivery). Such notices and
communications are to be addressed as follows:

                  If to the Executive:      Michael Haylon
                                            26 Clark Drive
                                            West Hartford, CT  06117

                  If to the Company:        Phoenix Home Life Mutual Insurance Company

                                            One American Row

                                            Hartford, CT 06102-5056

                                            Attention: General Counsel

                                                       15


                                                                                                  EXHIBIT 10.54

or to such other address as either party may have furnished to the other in writing in accordance herewith,
except that notice of change of address shall be effective only upon receipt.

                  (g)    This Agreement constitutes the entire agreement and understanding between the
Executive and the Company concerning termination of the Executive's employment with the Company subsequent to a
Change in Control; the parties hereby acknowledging, however, that this Agreement provides for certain payments
and benefits to the Executive to be determined by the Company's employee benefit programs and plans and, to the
extent so provided, such programs and plans constitute part of the agreement and understanding between
Executive and the Company concerning termination of Executive's employment with the Company subsequent to a
Change in Control. No assurances or representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth expressly in this Agreement.

                  (h)    No provisions of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing, signed by the Executive and an authorized officer of
the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by such other party shall be
deemed a waiver of any similar or dissimilar provisions or conditions at the same or at any prior or subsequent
time. The validity, interpretation, construction and performance of this Agreement shall be governed by the
laws of the State of Connecticut without giving effect to the provisions, principles, or policies thereof
relating to choice or conflict of laws.

                  (i)    The invalidity or unenforceability of any provisions of this Agreement in any
circumstance shall not affect the validity or enforceability of such provision in any other circumstance or the
validity or enforceability of any other provision of this Agreement, and except to the extent such provision is
invalid or unenforceable, this Agreement shall remain in full force and effect. Any provision in this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to
the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions
hereof in such jurisdiction, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.

                  (j)    Any dispute or controversy arising under or in connection with this Agreement shall be
settled by arbitration in accordance with the rules of the American Arbitration Association then in effect and
any such arbitration award shall be final and binding on the parties. Judgment may be entered on the
arbitrator's award in any court of competent jurisdiction. In the event of any breach or threatened breach of
the provisions of Section 5(a) hereof by the Executive, Phoenix, in addition to any other rights and remedies
it may have, shall be entitled to seek an injunction from any court having equity

                                                       16


                                                                                                  EXHIBIT 10.54

jurisdiction without being required to post a bond or other security and without having to prove the inadequacy
of the available remedies at law, it being acknowledged and agreed that any such breach or threatened breach by
the Executive will cause irreparable injury to Phoenix and that money damages will not provide an adequate
remedy to Phoenix.

                  (k) This Agreement may be executed in more than one counterpart, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument and agreement.

                  IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above
written.

Phoenix Investment Partners, Ltd                          [Print Name Below Signature]


By: /s/ Michael E. Haylon                                 By: /s/ Robert W. Fiondella  

Name: Michael E. Haylon                                   Name: Robert W. Fiondella    

Title: Executive Vice President                           Title: Chairman & CEO        

                                                       17

EX-10.55

                                                 EXHIBIT 10.55

                                                     LETTER



                                                                                                  Exhibit 10.55

                                                                                February 1, 2001

Michael Haylon
Hartford,Connecticut

         This letter (the Contract) sets forth the commitment of Phoenix Home Life Mutual Insurance Company to
you in order to encourage you to remain in the Company's employment. The initial term of this contract shall
extend from January 1, 2001 through January 1, 2004. The contract will be automatically extended for an
additional twelve (12) months on January 2, 2004, and on each January 2 thereafter, unless the Company has
given notice not later than September 30 of the preceding year, that it does not wish to so extend this
Contract.

If the Company terminates your employment for reasons other than for "Cause" or you terminate your employment
for "Good Reason," as defined in the Change in Control Agreement (the Agreement) dated February 1, 2001; the
Company shall pay you the same severance and other termination benefits that would be payable to you under the
provisions of Sections 3 and 4 of the Agreement, assuming for this purpose that a Change in Control (as defined
therein) had occurred on the date immediately preceding the date of your termination; provided that the
benefits under the Contract shall be reduced by any duplicate benefits payable under the Agreement. Further,
the calculation of benefits under Section 4(a)(i)(B) of the Agreement is hereby amended to include an amount
equal to the highest of the last three (3) award payments under the Company's Long Term Incentive Plan (or any
successor plan), or similar long term incentive plan applicable to the executive.

Payment of any severance or termination benefits hereunder shall be subject to all of the other provisions of
the Agreement. This Contract and the Agreement constitute the entire agreement between the parties with respect
to the matters referred to herein. No other agreement relating to the terms of your employment by the Company,
oral or otherwise, shall be binding between the parties unless it is in writing and signed by the party against
whom enforcement is sought. There are no promises, representations, inducements or statements between the
parties other than those that are expressly contained herein. This Contact may not be altered, modified or
amended except by a written instrument signed by each of the parties hereto. The Company shall require any
successor before or after demutualization (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the Company or the Holding Company, by
written agreement to assume expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession had taken place. This Contract
shall also inure to the benefit of your heirs, executors, administrators and legal representatives.

If this letter properly sets forth our understanding regarding the above matters, please sign both copies of
this letter, return one to me and keep one for your records.

Agreed:                                     PHOENIX MUTUAL LIFE INSURANCE COMPANY

/s/ Michael Haylon                          By /s/ Carl T. Chadburn  

Michael Haylon                              Carl T. Chadburn, Executive Vice President

EX-10.56

                                                 EXHIBIT 10.56

                                          CHANGE IN CONTROL AGREEMENT



                                                                                                  Exhibit 10.56

                                          CHANGE IN CONTROL AGREEMENT

         This Change in Control Agreement (this "Agreement") is effective as of January 1, 2003, and is between
The Phoenix Companies, Inc., a Delaware corporation (the "Company"), and Michael E. Haylon (the "Executive").

         The Company or one of its Affiliates (as defined below) has employed the Executive in an officer
position and has determined that the Executive holds a critical position with the Company and/or such
Affiliate.

         The Company believes that, in the event it is confronted with a situation that could result in a
change in ownership or control of the Company, continuity of management will be essential to its ability to
evaluate and respond to such situation in the best interests of its shareholders.

         The Company understands that any such situation will present significant concerns for the Executive
with respect to the Executive's financial and job security. The Company desires to assure the Company and its
Affiliates of the Executive's services during the period in which it is confronting such a situation, and to
provide the Executive certain financial assurances to enable the Executive to perform the responsibilities of
the Executive's position without undue distraction and to exercise the Executive's judgment without bias due to
the Executive's personal circumstances. To achieve these objectives, the Company and the Executive desire to
enter into an agreement providing the Company and its Affiliates and the Executive with certain rights and
obligations upon the occurrence of a Change of Control (as defined below).

         The Company and the Executive therefore agree as follows:

         1.   Operation of Agreement. (a) Term. The initial term of this Agreement shall commence on the date
of this Agreement and continue until the third anniversary of the date of this Agreement. Thereafter, the term
of this Agreement will automatically renew for up to two successive and consecutive additional one-year periods
following the end of its initial term and any extended term, unless the Company or the Executive gives the
other party written notice at least 12 months prior to the date the term would otherwise renew that it or the
Executive does not want the term to be so extended; provided that the Company may not deliver a notice of
nonrenewal after a Change of Control. At the option of the Company, which shall be exercised by the affirmative
action of its Board of Directors (the "Board") or a duly authorized committee thereof, the term of this
Agreement may also be extended after such two renewal periods for such period or periods as the Board or such
committee shall specify. Notwithstanding anything to the contrary in this Agreement, the term of this Agreement
shall in all events expire (regardless of when the term would otherwise have expired) on the second anniversary
of a Change of Control; provided that any payment obligations hereunder



                                                                                                  Exhibit 10.56

resulting from the Executive's termination of employment prior to the expiration of the term or from an event
covered under Section 7(e) shall continue in full force and effect following the expiration of the term.

         (b)  Effective Date. If a Change of Control occurs during the term of this Agreement, this Agreement
shall govern the terms and conditions of the Executive's employment and the benefits and compensation to be
provided to the Executive commencing on the date on which a Change of Control occurs (the "Effective Date") and
ending on the second anniversary of the Effective Date; provided that if the Executive is not employed by the
Company or one of its Affiliates on the Effective Date, this Agreement shall be void and without effect, shall
not constitute a contract of employment or a guarantee of employment for any period of time, and shall not
limit in any way the right of the Company or its Affiliates to change the terms and conditions of the
Executive's employment or to terminate the Executive's employment. Notwithstanding the preceding sentence, in
the event that the Executive's employment with the Company and its Affiliates is terminated in connection with
a Change of Control (which shall in all events be deemed the case if such termination is within 90 days prior
to the Effective Date and deemed not to be the case if such termination is more than 180 days before the
Effective Date) without Cause or for Good Reason (as such terms are defined in Sections 6(c) and 6(d) below,
but without regard to the requirement under Section 6(d) that such termination occur after the Effective Date),
the Executive shall be entitled to receive the benefits provided under Section 7(c), but only to the extent
that such benefits are in excess of those previously received by the Executive as a result of the Executive's
prior termination, and amounts due under Section 7(e).

         2.   Definitions.

         (a)  Affiliate. An "Affiliate" shall mean any corporation, partnership, limited liability company,
trust or other entity which directly, or indirectly through one or more intermediaries, controls, is under
common control with, or is controlled by, the Company.

         (b)  Change of Control. For the purposes of this Agreement, a "Change of Control" shall mean the first
occurrence of:

                  (i)    any Person acquires "beneficial ownership" (within the meaning of Rule 13d-3 under the
         Securities Exchange Act of 1934, as amended (the "Exchange Act")), directly or indirectly, of
         securities of the Company representing 25% or more of the combined Voting Power of the Company's
         securities;

                  (ii)   within any 24-month period, the persons who were directors of the Company at the
         beginning of such period (the "Incumbent Directors") shall cease to constitute at least a majority
         of the Board or the board of directors of any successor to the Company; provided that any director
         elected or nominated for election to the Board by a majority of the Incumbent Directors then still in
         office shall be deemed to be an Incumbent Director for purposes of this subclause 2(b)(ii);

                                                       2


                                                                                                  Exhibit 10.56

                  (iii)  the effective date of any merger, consolidation, share exchange, division, sale or
         other disposition of all or substantially all of the assets of the Company which is consummated (a
         "Corporate Event"), if immediately following the consummation of such Corporate Event the stockholders
         of the Company immediately prior to such Corporate Event do not hold, directly or indirectly, a
         majority of the Voting Power, in substantially the same proportion as prior to such Corporate Event,
         of (x) in the case of a merger or consolidation, the surviving or resulting corporation or (y) in the
         case of a division or a sale or other disposition of assets, each surviving, resulting or acquiring
         corporation which, immediately following the relevant Corporate Event, holds more than 25% of the
         consolidated assets of the Company immediately prior to such Corporate Event;

                  (iv)   the approval by stockholders of the Company of a plan of liquidation with respect to
         the Company; or

                  (v)    any other event occurs which the Board declares to be a Change of Control.

         (c)  Person. For purposes of the definition of Change of Control, "Person" shall have the same meaning
ascribed to such term in Section 3(a)(9) of the Exchange Act, as supplemented by Section 13(d)(3) of the
Exchange Act, and shall include any group (within the meaning of Rule 13d-5(b) under the Exchange Act);
provided that "Person" shall not include (i) the Company or any of its Affiliates, or (ii) any employee benefit
plan (including an employee stock ownership plan) sponsored by the Company or any of its Affiliates.

         (d)  Voting Power. "Voting Power" shall mean such number of Voting Securities as shall enable the
holders thereof to cast all the votes which could be cast in an annual election of directors of a company, and
"Voting Securities" shall mean all securities entitling the holders thereof to vote in an annual election of
directors of a company.

         3.   Employment Period. The period during which the Executive remains employed with the Company or any
Affiliate following the Effective Date through the expiration of the term of this Agreement shall be referred
to herein as the "Employment Period."

         4.   Business Time. During the Employment Period, the Executive shall devote substantially Executive's
full business time and efforts to the performance of Executive's duties on behalf of the Company, except for
(i) time spent in managing the Executive's personal, financial and legal affairs and serving on civic or
charitable boards or committees, in each case only if and to the extent not substantially interfering with the
performance of such responsibilities, and (ii) periods of vacation and sick leave to which the Executive is
entitled. It is expressly understood and agreed that the Executive's continuing to serve on any boards and
committees on which the Executive is serving or with which the Executive is otherwise associated immediately
preceding the Effective Date shall not be deemed to interfere with the performance of the Executive's services
to the Company and its Affiliates. Moreover, so long as the following activities do not

                                                       3


                                                                                                  Exhibit 10.56

(individually or in the aggregate) materially interfere with the performance of the Executive's duties with the
Company and are conducted in compliance with the Company's Code of Conduct (as in effect from time to time),
the Executive may (i) participate in charitable, civic, educational, professional, community or industry
affairs or serve on the boards of directors or advisory boards of other not for profit companies, and (ii)
manage his/her and his/her family's personal investments. Executive may serve on the boards of directors or
similar governing bodies of any for profit entity with the prior written consent of the Company's Chief
Executive Officer as long as such service is not in violation of the Company's Code of Conduct.

         5.   Compensation. (a) Base Salary. During the Employment Period, the Executive shall receive a base
salary at a monthly rate at least equal to the monthly salary paid to the Executive immediately prior to the
Effective Date. The base salary may be increased (but not decreased) at any time and from time to time by
action of the Board or any committee thereof, the board of directors of any Affiliate or any committee thereof
in the event the Executive is employed by an Affiliate, and any individual having authority to take such action
in accordance with the Company's or any Affiliate's regular practices. The Executive's base salary, as it may
be increased from time to time, shall hereafter be referred to as the "Base Salary".

         (b)  Total Compensation. During the Employment Period, the total compensation opportunities made
available to the Executive in such year in the form of short-term incentive compensation and long-term
incentive compensation ("Total Compensation") shall not be less than the Total Compensation made available to
the Executive immediately prior to the Effective Date. For purposes of this Section 5(b), the amount of Total
Compensation made available to the Executive, whether prior to or after a Change of Control, shall be
conclusively determined by an independent compensation consultant selected by the Company prior to the
occurrence of a Change of Control (or, if that entity is no longer able to serve or declines to serve in such
capacity, such other independent compensation consultant that has no existing client relationship with the
Company and its Affiliates as shall be selected by the designated consultant and reasonably acceptable to the
Board (either such consultant hereinafter referred to as the "Compensation Consultant")), using methods of
valuation and comparison commonly used in competitive compensation practices, which shall be consistently
applied. The Company shall provide the Compensation Consultant with any and all data that the consultant shall
reasonably request in order to make its evaluations hereunder.

         6.   Termination. (a) Death, Disability or Retirement. This Agreement shall terminate automatically
upon the Executive's death, termination due to "Disability" (as defined below), or voluntary retirement (other
than for Good Reason, as defined below) under any of the retirement plans of the Company or its Affiliates
applicable to the Executive as in effect from time to time. For purposes of this Agreement, "Disability" shall
mean the Executive's inability to perform his or her material duties for six consecutive months due to a
physical or mental incapacity.

         (b)  Voluntary Termination. Notwithstanding anything in this Agreement to the contrary, the Executive
may voluntarily terminate employment for any reason (including early retirement pursuant to any retirement plan
of the Company or any of its

                                                       4


                                                                                                  Exhibit 10.56

Affiliates as in effect from time to time and applicable to the Executive), upon not less than 60 days' written
notice (or such lesser period of notice as the Company shall specify) to the Company or the entity employing
the Executive, as applicable; provided that any termination by the Executive pursuant to Section 6(d) hereof on
account of Good Reason (as defined below) shall not be treated as a voluntary termination under this Section
6(b).

         (c)  Cause. The Company and each of its Affiliates that employs the Executive may terminate the
Executive's employment for Cause. For purposes of this Agreement, "Cause" means (i) the Executive's conviction
or plea of nolo contendere to a felony (other than with respect to a traffic violation or an incident of
vicarious liability); (ii) an act of willful misconduct (including, without limitation, a willful material
violation of the Company's Code of Conduct) on Executive's part with regard to the Company or its Affiliates
having a material adverse impact on the Company or its Affiliates, and (iii) the Executive's failure in good
faith to attempt or refusal to perform legal directives of the Board or executive officers of the Company, as
applicable, which directives are consistent with the scope and nature of the Executive's employment duties and
responsibilities and which failure or refusal is not remedied by the Executive within thirty (30) days after
notice of such non-performance is given to the Executive. The Executive shall be provided an opportunity,
together with his or her counsel, to be heard before the Board prior to termination and after such notice. If
the majority of the members of the Board do not confirm, through a duly-adopted resolution following such
opportunity, that the Company had grounds for a "Cause" termination, the Executive shall have the option to
treat his or her employment as not having terminated or as having been terminated pursuant to a termination
without Cause. No event shall constitute grounds for a "Cause" termination in the event that the Company fails
to take action within 90 days after the Company's Chairman or the Chairman of the Company's Audit Committee
obtains knowledge of the occurrence of such event. Additionally, for purposes of clause (ii) of this
definition, no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or
omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's act,
or failure to act, was in the best interest of the Company and its subsidiaries.

         (d)  Good Reason. After the Effective Date, the Executive may resign from employment at any time for
Good Reason. For purposes of this Agreement, "Good Reason" means the occurrence after the Effective Date of any
of the following, without the express written consent of the Executive:

                  (i)    the assignment to the Executive of duties inconsistent with the Executive's position
         or any reduction in the Executive's title or any material reduction in the Executive's position,
         duties or responsibilities from the title, position, duties or responsibilities held or exercised by
         the Executive prior to the Effective Date;

                  (ii)   any requirement that the Executive change the location where the Executive regularly
         provides services to the Company outside of the Hartford, Connecticut metropolitan area (i.e., the
         area within a thirty five (35) mile radius of downtown Hartford);

                                                       5


                                                                                                  Exhibit 10.56

                  (iii)  a reduction by the Company of the Executive's Base Salary or Total Compensation
         opportunity or a reduction in the employee benefits provided to the Executive under the Company's
         employee benefit plans (unless the Executive is provided with substantially equivalent replacement
         benefits); or

                  (iv)   any failure to obtain the assumption and agreement to perform this Agreement by a
         successor as contemplated by Section 12(b).

         (e)  Notice of Termination. Any termination by the Company and/or its Affiliates for Cause or by the
Executive for Good Reason shall be communicated by Notice of Termination to the other party hereto given in
accordance with Section 13(e). For purposes of this Agreement, a "Notice of Termination" means a written notice
given, (i) in the case of a termination for Cause, within 10 business days of the Company and any Affiliate
that employs the Executive having actual knowledge of the events giving rise to such termination, or (ii) in
the case of a termination for Good Reason, within 10 business days of the Executive's having actual knowledge
of the events giving rise to such termination. Any such Notice of Termination shall (x) indicate the specific
termination provision in this Agreement relied upon, (y) set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's employment under the provision so
indicated, and (z) if the termination date is other than the date of receipt of such notice, specify the
termination date of this Agreement (which date shall be not more than 15 days after the giving of such notice).

         (f)  Date of Termination. For the purpose of this Agreement, the term "Date of Termination" means (i)
in the case of a termination for which a Notice of Termination is required, the date of receipt of such Notice
of Termination or, if later, the date specified therein, as the case may be, and (ii) in all other cases, the
actual date on which the Executive's employment terminates during the Employment Period.

         7.   Obligations of the Company or an Affiliate upon Termination. (a) Death or Disability. If the
Executive's employment is terminated during the Employment Period by reason of the Executive's death or
Disability, this Agreement shall terminate without further obligations to the Executive or the Executive's
legal representatives under this Agreement other than those obligations accrued hereunder at the Date of
Termination, and the Company or the Affiliate that employs the Executive shall pay to the Executive (or the
Executive's beneficiary or estate), at the times determined below (i) the Executive's full Base Salary through
the Date of Termination (the "Earned Salary"), (ii) any vested amounts or benefits owing to the Executive under
or in accordance with the terms and conditions of any otherwise applicable employee benefit plans, agreements
and programs and any accrued vacation pay not yet paid (the "Accrued Obligations"), and (iii) any other
benefits payable in such situation under the plans, agreements, policies or programs of the Company and its
Affiliates (the "Additional Benefits").

         Any Earned Salary shall be paid in cash in a single lump sum as soon as practicable, but in no event
more than 30 days (or at such earlier date required by law), following the Date of Termination. Accrued
Obligations and Additional Benefits shall be paid in accordance with the terms of the applicable plan, program
or arrangement.

                                                       6


                                                                                                  Exhibit 10.56

         (b)  Cause and Voluntary Termination. If, during the Employment Period, the Executive's employment
shall be terminated for Cause or voluntarily terminated by the Executive (other than on account of Good
Reason), the Company or the Affiliate that employs the Executive shall pay the Executive (i) the Earned Salary
in cash in a single lump sum as soon as practicable, but in no event more than 30 days (or at such earlier date
required by law), following the Date of Termination, and (ii) the Accrued Obligations and Additional Benefits
in accordance with the terms of the applicable plan, program or arrangement.

         (c)  Termination by the Company or the Affiliate that employs the Executive other than for Cause and
Termination by the Executive for Good Reason. If, during the Employment Period, the Company or the Affiliate
that employs the Executive terminates the Executive's employment other than for Cause or the Executive
terminates his or her employment for Good Reason:

              (i)    Pension Service Credit and Payment. The Executive's accrued benefit under any qualified or
         nonqualified defined benefit type pension plan or arrangement of the Company, including, without
         limitation, the Employee Pension Plan or any successor plan and/or the Supplemental Executive
         Retirement Plan or any successor plan (all such plans, the "Pension Plans") shall, to the extent not
         previously vested, be deemed vested as of the Date of Termination. In addition, the Company shall pay
         to the Executive an amount equal to the lump sum value (based on the actuarial assumptions used under
         the respective plan) of two and one half years of additional service and age credit for pension
         purposes under the Pension Plans (with the Base Salary used for the last two and one half years of the
         salary component of "final average earnings" for purposes of this calculation), which payments shall
         be made within thirty (30) days after termination of employment.

              (ii)   Additional Lump Sum Payments. In lieu of (and not in addition to) any severance benefits
         payable to the Executive under any other plan, policy or program of the Company or any Affiliate
         (each, a "Severance Policy") or under any written agreement, between the Executive and the Company
         (each, a "Prior Agreement"), the Company shall pay to the Executive (or cause the Executive to be
         paid), at the times determined below, the following amounts:

                     (A)   the Executive's Earned Salary;

                     (B)   a cash amount (the "Severance Amount") equal to two and one half times the sum of
                           (x) the Executive's annual rate of Base Salary as then in effect and (y) the
                           greater of (1) an amount equal to the average of the Executive's annual
                           incentive compensation earned under the Company's Mutual Incentive Plan (or any
                           successor plan) or similar annual incentive plan applicable to the Executive
                           (collectively, the "MIP") in respect of the Executive's services performed in
                           the last three full fiscal years completed prior to the Change of Control, and (2)
                           the MIP target applicable to

                                                       7


                                                                                                  Exhibit 10.56

                           the Executive for the year in which the Executive's employment terminates; and

                     (C)   the Accrued Obligations and Additional Benefits.

         The Earned Salary and Severance Amount shall be paid in cash in a single lump sum as soon as
         practicable, but in no event more than 30 days (or at such earlier date required by law), following
         the Date of Termination. Accrued Obligations shall be paid in accordance with the terms of the
         applicable plan, program or arrangement. Notwithstanding the foregoing, the Executive may elect in
         writing to receive the benefits payable under any Severance Policy that would otherwise be available
         to him or her, or the termination benefits under any Prior Agreement to which he or she is a party, in
         each case in lieu of receiving the benefits payable hereunder.

                  (iii)  Continuation of Benefits. The Executive (and, to the extent applicable, the Executive's
         dependents) shall be entitled, after the Date of Termination until two and one half years from the
         Date of Termination (the "End Date"), to continue participation in all of the employee and executive
         plans providing medical, dental and long-term disability benefits that the Executive participated in
         prior to the Date of Termination (collectively, the "Continuing Benefit Plans"); provided that the
         participation by the Executive (and, to the extent applicable, the Executive's dependents) in any
         Continuing Benefit Plan shall cease on the date, if any, prior to the End Date on which the Executive
         becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent
         employer ("Prior Date"). The Executive's participation in the Continuing Benefit Plans will be on the
         same terms and conditions that would have applied had the Executive continued to be employed by the
         Company or the Affiliate that employs the Executive through the End Date or the Prior Date. To the
         extent any such benefits cannot be provided under the terms of the applicable plan, policy or program,
         the Company shall provide (or shall cause to be provided) a comparable benefit under another plan or
         from its general assets; provided that the Company shall pay the Executive additional cash payments to
         the extent necessary for the Executive to receive the same net after-tax benefits that the Executive
         would have received under such plans if the Executive had continued to receive such plan benefits
         while employed with the Company.

                  (iv)   Deemed Vesting for Certain Benefits. The Executive shall be deemed to have met all
         service and other requirements for full vesting of benefits under all stock option or other stock or
         equity compensation plans of the Company in which the Executive participates and the stock options
         held by the Executive shall remain exercisable for the lesser of two years or the duration of their
         normal terms.

                  (v)    Pro-Rata Payment of MIP and Long-Term Incentive Plan. The Company shall pay to the
         Executive a cash amount equal to a pro rata portion of (i) the higher of the Executive's target or
         actually earned annual incentive award under the MIP for the fiscal year in which the Executive's Date
         of Termination

                                                       8


                                                                                                  Exhibit 10.56

         occurs and (ii) any awards made to the Executive under the Company's long-term incentive plan (or any
         successor plan) determined as if the targets applicable to such awards were achieved. The pro-rata
         portion of each award shall be determined by multiplying the value of the award (i.e., in the case of
         the MIP, the amount actually earned, and in the case of the long term incentive awards, the target
         amounts) times a fraction, the numerator of which is the number of days during the performance period
         applicable to each such award prior to the Date of Termination and the denominator of which is the
         number of days in the performance period applicable to each such award. Notwithstanding the foregoing,
         any amount payable under this subparagraph in respect of the annual incentive award or in respect of
         any long-term incentive plan shall be inclusive of the amounts, if any, otherwise payable to the
         Executive under the MIP and long-term incentive plans for the year in which the Date of Termination
         occurs.

                  (vi)   Savings and Investment Plans. If and to the extent the Executive is a participant in
         the Savings and Investment Plans or any successor plan thereto ("SIP") and/or the Excess Investment
         Plan or any successor plan thereto ("EIP"), the Company shall pay the Executive a lump sum amount
         equal to the amount that the Company would have contributed to the SIP or credited to the EIP, over
         the two and one half years following the Executive's Date of Termination assuming that the Executive
         were contributing to each such plan during such period at the rate in effect immediately prior to the
         Date of Termination (or, if greater, at the rate in effect immediately prior to the Change of
         Control).

                  (vii)  Outplacement. The Company shall provide the Executive with outplacement services at a
         level commensurate with the Executive's position.

         (d)  Discharge of the Company's and its Affiliates' Obligations. Except as expressly provided in the
last sentence of this Section 7(d), the amounts payable to the Executive pursuant to this Section 7 (whether or
not reduced pursuant to Section 7(e)) following termination of the Executive's employment shall be in full and
complete satisfaction of the Executive's rights under this Agreement and any other claims the Executive may
have in respect of the Executive's employment by the Company and its Affiliates. Such amounts shall constitute
liquidated damages with respect to any and all such rights and claims and, upon the Executive's receipt of such
amounts, the Company and its Affiliates shall be released and discharged from any and all liability to the
Executive in connection with this Agreement or otherwise in connection with the Executive's employment by the
Company and its Affiliates. Notwithstanding the foregoing, (i) the Executive shall retain all rights with
respect to the Company's continuing obligations to indemnify the Executive as a former officer or director of
the Company or its Affiliates, and to provide directors and officers liability insurance, to the fullest extent
permitted under the Company's certificate of incorporation and by-laws or any other arrangement and (ii) to the
extent the Executive is entitled to greater rights with respect to any category of severance payments or
benefits in any similar situation under any other arrangement with the Company, the Executive shall be entitled
to such greater rights.

                                                       9


                                                                                                  Exhibit 10.56

         (e)  Modification of Payments by the Company and its Affiliates.

              (i)    Application of Section 7(e). In the event that any amount or benefit paid or distributed
         to, or on behalf of, the Executive pursuant to this Agreement, taken together with any amounts or
         benefits otherwise paid or distributed to, or on behalf of, the Executive by the Company, its
         Affiliates and their successors, including any acquiror of the Company or its Affiliates (or any
         person or entity required to be aggregated with the Company or its Affiliates for purposes of Section
         280G of the Internal Revenue Code of 1986, as amended (the "Code")) under any other plan, agreement,
         or arrangement (collectively, the "Covered Payments"), would be an "excess parachute payment" as
         defined in Section 280G of the Code, and would thereby subject the Executive to the tax (the "Excise
         Tax") imposed under Section 4999 of the Code (or any similar tax that may hereafter be imposed), the
         Company shall pay (or cause to be paid) to the Executive at the time specified in Section 7(e)(iv)
         below an additional amount (the "Tax Reimbursement Payment") such that the net amount retained by the
         Executive with respect to such Covered Payments, after deduction of any Excise Tax on the Covered
         Payments and any Federal, state and local (including foreign) income tax, payroll tax and Excise Tax
         on the Tax Reimbursement Payment provided for by this Section 7(e), but before deduction for any
         Federal, state or local (including foreign) income or employment tax withholding on such Covered
         Payments, shall be equal to the amount of the Covered Payments; provided that if the aggregate value
         of all Covered Payments exceeds the maximum amount which can be paid to the Executive without the
         Executive incurring an Excise Tax (the "Cap Amount") by less than 10% (ten per cent) of the Cap
         Amount, the amounts payable to the Executive under this Section 7 shall be reduced (but not below
         zero) to the maximum amount which may be paid hereunder without the Executive becoming subject to such
         an Excise Tax as a result of all Covered Payments (such reduced payments to be referred to as the
         "Payment Cap"). In the event that Executive receives reduced payments and benefits hereunder,
         Executive shall have the right to designate which of the payments and benefits otherwise provided for
         in this Agreement that the Executive will receive in connection with the application of the Payment
         Cap.

              (ii)   Application of Section 280G. For purposes of determining whether any of the Covered
         Payments will be subject to the Excise Tax and the amount of such Excise Tax,

              (A)    such Covered Payments will be treated as "parachute payments" within the meaning of
                     Section 280G of the Code, and all "parachute payments" in excess of the "base amount" (as
                     defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise
                     Tax, unless, and except to the extent that, in the good faith judgment of the Company's
                     independent certified public accountants appointed prior to the Effective Date or tax
                     counsel selected by such accountants (the "Accountants"), it is more likely than not that
                     such Covered Payments (in whole or in part) either do

                                                       10


                                                                                                  Exhibit 10.56

                     not constitute "parachute payments" or represent reasonable compensation for personal
                     services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in
                     excess of the portion of the "base amount allocable to such Covered Payments," or such
                     "parachute payments" are otherwise not subject to such Excise Tax, and

              (B)    the value of any non-cash benefits or any deferred payment or benefit shall be
                     determined by the Accountants in accordance with the principles of Section 280G of the
                     Code.

              (iii)  Adjustments in Respect of the Payment Cap. If the Executive receives reduced payments
         and benefits under this Section 7(e) (or this Section 7(e) is determined not to be applicable to the
         Executive because the Accountants conclude that Executive is not subject to any Excise Tax) and it is
         established pursuant to a final determination of a court or an Internal Revenue Service proceeding (a
         "Final Determination") that, notwithstanding the good faith of the Executive and the Company in
         applying the terms of this Agreement, the aggregate "parachute payments" within the meaning of Section
         280G of the Code paid to the Executive or for the Executive's benefit are in an amount that would
         result in the Executive being subject to an Excise Tax, then the Accountants shall determine whether
         the Executive should have received the Tax Reimbursement Payment described in Section 7(e)(i), or
         whether the amounts payable to the Executive hereunder would still have been reduced pursuant to
         Section 7(e)(i). If the Tax Reimbursement Payment would have been due, the Accountants shall determine
         the amount of any interest and penalties that may be imposed on the Executive by reason of having
         failed to have timely paid any Excise Tax (the "Penalty Amount"), and the amount of the Tax
         Reimbursement Payment due, treating the Penalty Amount as a Covered Payment. In the event a Tax
         Reimbursement Payment is due, the Company shall promptly (but in no event later than 10 business days
         after the Accountants have determined and informed the Company) pay the Executive such Tax
         Reimbursement Payment (as calculated in accordance with the immediately preceding sentence) and the
         Penalty Amount. If the Executive would still be subject to a reduction in the Covered Payments due
         hereunder, the Accountants shall determine the amount by which the Covered Payments exceeded the Cap
         Amount and the Executive shall have an obligation (to the extent permitted under applicable law) to
         repay such excess to the Company on demand, together with interest on such amount at the applicable
         Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the
         date of repayment by the Executive. It is expressly understood that such excess is not in the nature
         of a personal loan to the Executive, but rather a payment made to the Executive as a "mistake in
         fact." If the Executive receives reduced payments and benefits by reason of this Section 7(e) and it
         is established pursuant to a Final Determination that the Executive could have received a greater
         amount without exceeding the Cap Amount, then the Company shall promptly thereafter pay the Executive
         the aggregate additional amount which could have been paid without exceeding the Cap Amount, together

                                                       11


                                                                                                  Exhibit 10.56

         with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the
         Code) from the original payment due date to the date of actual payment by the Company. For greater
         clarity, if the Executive receives a Tax Reimbursement Payment under Section 7(e)(i), then this
         Section 7(e)(iii) shall not apply.

                  (iv)   Timing. The Tax Reimbursement Payment (or portion thereof) provided for in Section
         7(e)(i) above shall be paid to the Executive not later than ten (10) business days following the
         payment of the Covered Payments; provided that if the amount of such Tax Reimbursement Payment (or
         portion thereof) cannot be finally determined on or before the date on which payment is due, the
         Company shall pay to the Executive by such date an amount estimated in good faith by the Accountants
         to be the minimum amount of such Tax Reimbursement Payment and shall pay the remainder of such Tax
         Reimbursement Payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the
         Code) as soon as the amount thereof can be determined, but in no event later than 45 calendar days
         after payment of the related Covered Payment. In the event that the amount of the estimated Tax
         Reimbursement Payment exceeds the amount subsequently determined to have been due, the Executive shall
         repay such excess to the Company (to the extent permitted under applicable law), payable as of the
         fifth business day after written demand by the Company for payment (together with interest at the rate
         provided in Section 1274(b)(2)(B) of the Code). It is expressly understood that such excess is not in
         the nature of a personal loan to the Executive.

                  (v)    Survival. The provisions of this Section 7(e) of the Agreement shall survive the
         termination of the Executive's employment hereunder and the termination of this Agreement with regard
         to any event that occurred prior thereto.

         8.   Non-exclusivity of Rights. Except as expressly provided herein, nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other
plan or program provided by the Company or any of its Affiliates and for which the Executive may qualify, nor
shall anything herein limit or otherwise prejudice such rights as the Executive may have under any other
agreements with the Company or any of its Affiliates, including employment agreements, stock option agreements,
and other stock or equity compensation agreements. Amounts which are vested benefits or which the Executive is
otherwise entitled to receive under any plan or program of the Company or any Affiliate at or subsequent to the
Date of Termination shall be payable in accordance with such plan or program.

         9.   No Offset. The obligation of the Company or any of its Affiliates to make the payments provided
for in this Agreement and otherwise to perform the obligations hereunder shall not be diminished or otherwise
affected by any circumstances, including, but not limited to, any set-off, counterclaim, recoupment, defense or
other right which the Company or any of its Affiliates may have against the Executive or others, whether by
reason of the subsequent employment of the Executive or otherwise.

                                                       12


                                                                                                  Exhibit 10.56

         10.  Legal Fees and Expenses. If the Executive asserts any claim in any contest (whether initiated by
the Executive or by the Company or any of its Affiliates) as to the validity, enforceability or interpretation
of any provision of this Agreement or to enforce and/or collect any payment or benefit payable hereunder, the
Company shall pay the Executive's legal expenses (or cause such expenses to be paid) including, but not limited
to, the Executive's reasonable attorney's fees, on a monthly basis, upon presentation of proof of such expenses
in a form acceptable to the Company; provided that the Executive shall reimburse the Company for such amounts
(to the extent permitted under applicable law), plus simple interest thereon at the 90-day United States
Treasury Bill rate as in effect from time to time, compounded annually, if the arbitrator determines that the
Executive's claims were substantially frivolous or brought in bad faith.

         11.  Surviving Agreements. This Agreement provides for certain payments and benefits to the Executive
to be determined by the employee benefit plans and programs, incentive plans, stock option, and other stock or
equity compensation plans of the Company and its Affiliates. To the extent so provided, such programs and plans
constitute part of the agreement and understanding between the Executive and the Company and are incorporated
herein and made a part hereof. The Executive and the Company hereby reaffirm their respective commitments under
such programs and plans, and again agree to be bound by each of the covenants contained therein for the benefit
of the Company in consideration of the benefits made available to the Executive hereby.

         12.  Successors. (a) This Agreement is personal to the Executive and, without the prior written
consent of the Company, shall not be assignable by the Executive otherwise than by will or the laws of descent
and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal
representatives and his or her estate.

         (b)  This Agreement shall inure to the benefit of and be binding upon the Company and shall be
assignable, in writing, by the Company only to the acquiror of all or substantially all, of the assets of the
Company. The Company shall require any successor to all or substantially all of the business and/or assets of
the Company, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or
otherwise, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as
the Company would be required to perform if no such succession had taken place.

         13.  Miscellaneous. (a) Applicable Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Connecticut, applied without reference to principles of conflict of laws.

         (b)  Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall
be resolved by binding arbitration. The arbitration shall be held in Hartford, Connecticut and except to the
extent inconsistent with this Agreement, shall be conducted in accordance with the Expedited Employment
Arbitration Rules of the American Arbitration Association then in effect at the time of the arbitration (or
such other rules as the parties may agree to in writing), and otherwise in accordance with principles which
would be applied by a court of law or equity. The arbitrator shall be

                                                       13


                                                                                                  Exhibit 10.56

acceptable to both the Company and the Executive. If the parties cannot agree on an acceptable arbitrator, the
dispute shall be heard by a panel of three arbitrators, one appointed by each of the parties and the third
appointed by the other two arbitrators. The costs and expenses of the arbitration shall be paid by the Company.

         (c)  Amendments. This Agreement may not be amended or modified otherwise than by a written agreement
executed by the parties hereto or their respective successors and legal representatives.

         (d)  Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with
respect to the matters referred to herein, and completely supersedes and replaces any prior agreement between
the Executive and the Company concerning the subject matter herein. No other agreement relating to the terms of
the Executive's employment by the Company or any of its Affiliates, oral or otherwise, shall be binding between
the parties unless it is in writing and signed by the party against whom enforcement is sought. Except as
expressly provided herein, nothing in this Agreement shall be construed or interpreted to enhance, increase,
reduce or diminish any rights, duties or obligations of the Executive under any individual agreement between
the Executive and the Company or any of its affiliates, or under any employee benefit plan program or procedure
established by the Company or any of its affiliates. There are no promises, representations, inducements or
statements between the parties other than those that are expressly contained herein. The Executive acknowledges
that the Executive is entering into this Agreement of the Executive's own free will and accord, and with no
duress, that the Executive has read this Agreement and that the Executive understands it and its legal
consequences.

         (e)  Notices. All notices and other communications hereunder shall be in writing and shall be given by
hand-delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

If to the Executive:                        at the home address of the Executive noted on the records of the
                                            Company




If to the Company:                          The Phoenix Companies, Inc.
                                            One American Row
                                            PO Box 5056
                                            Hartford, CT 06120-5056
                                            Attn.:  Tracy L. Rich, General Counsel

                                                       14


                                                                                                  Exhibit 10.56

or to such other address as either party shall have furnished to the other in writing in accordance herewith.
Notice and communications shall be effective when actually received by the addressee.

         (f)  Tax Withholding. The Company shall withhold (or cause such withholding) from any amounts payable
under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any
applicable law or regulation.

         (g)  Severability; Reformation. In the event that one or more of the provisions of this Agreement
shall become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.

         (h)  Waiver. Waiver by any party hereto of any breach or default by the other party of any of the
terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or
different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from
any course of dealing between the parties hereto or from any failure by either party hereto to assert its or
the Executive's rights hereunder on any occasion or series of occasions.

         (i)  Confidentiality. The Executive, after termination of the Executive's employment, shall retain in
confidence any confidential or proprietary information known to the Executive concerning the Company and its
Affiliates and their business so long as such information is not publicly disclosed and shall not use such
information in any way injurious to the Company or its Affiliates except for any disclosure to which an
authorized officer of the Company or such Affiliate has consented or any disclosure or use required by any
order of any governmental body or court (including legal process). If requested, the Executive shall return to
the Company and its Affiliates any memoranda, documents or other materials possessed by the Executive and
containing confidential or proprietary information of the Company and its Affiliates. Notwithstanding the
preceding sentence, the Executive shall not be required to return to the Company or its Affiliates, any
memoranda, documents or other materials containing confidential or proprietary information of the Company or
its Affiliates, if such materials were provided to the Executive in his or her capacity as a director of the
Company or its Affiliates.

         (j)  Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.

         (k)  Captions. The captions of this Agreement are not part of the provisions hereof and shall have no
force or effect.




                                                                                                  Exhibit 10.56

                  IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and the Company has
caused this Agreement to be executed in its name on its behalf, and its corporate seal to be hereunto affixed
and attested by its Secretary, all as of the day and year first above written.

                                    PHOENIX COMPANIES, INC.


                                   By: /s/ Bonnie J. Malley    
                                    Title: Senior Vice President

WITNESSED:

__________________________



                                    PHOENIX LIFE INSURANCE COMPANY


                                    By: /s/ Bonnie J. Malley    
                                    Title: Senior Vice President

WITNESSED:

__________________________]



                                    EXECUTIVE:                    DATE:


                                    /s/Michael E. Haylon    February 20, 2003

WITNESSED:

__________________________

EX-10.57

                                                EXHIBIT 10.57

                                   2002 COMPENSATION PROGRAM – SIMON TAN






                                                                                          Exhibit 10.57


                                  2002 Compensation Program – Simon Tan
Introduction
The 2002 compensation program will consist of three components:
1.  A base salary payable on a biweekly basis
2.  Long Term Incentive (LTI)
        •  Final payment from the 1997-1999 LTI plan
        •  Participant in the 2000-2002 LTI plan at a target of 60%, payment 2003
        •  Participant in the 2001-2003 LTI plan at a target of 60%, payment 2004
        •  Participant in the 2002-2004 LTI plan at a target of 60%, payment 2005
3.  Stock Options – You will be eligible to receive a grant from the Phoenix Companies, Inc Stock
    Incentive Plan similar to other participants at your level.
4.  An Annual Incentive plan based on predefined goals identified in Exhibit I.

This document is intended to define the Annual Incentive Plan component.

Eligibility
This annual incentive plan is exclusively for Simon Tan.

Performance Period
January, 2002 to December 31, 2002

Annual Incentive Plan
•   ROE for Life and Annuity as defined in Exhibit I will constitute 50% of the incentive based on 2002
    results.
•   25% of the incentive component will be measured as follows:
       •  Phoenix Life sales goals will constitute 10 % based on 2002 Life Sales results.
       •  Phoenix Annuity sales goals will constitute 10 % based on 2002 Annuity results.
       •  PFG Life and Annuity sales goals will constitute 5% based on 2002 Life & Annuity results.
•   25% will be based on expense management with the goal to reduce the company's planned controllable
    expenses.
•   Actual payment will occur in first quarter 2003.

Benefits
Pension SERP benefits will include the annual incentive payment as defined in this program document as eligible
earnings. All other benefits will use base salary as eligible earnings.

Termination
In order to receive any payments under this plan you must be an active employee in good standing on the annual
incentive payment date.

Death and Disability
If your employment ends as a result of death, disability or retirement, you will receive your annual incentive
as follows: your annual incentive will be calculated by prorating the percentage of target earned according to
the number of months that you were actively at work. If you leave in the middle of the month, you will receive
full credit for that month of service. Any such annual incentive payments will be paid in the first quarter of
the subsequent year.

Right to Amend Plan
The company specifically reserves the right to change or terminate the program at any time. No adverse changes
will be made retroactively, but will apply subsequently. No incentive payment is deemed to be earned until paid
by the company.

Amendments to Plan Due to Organizational Changes
This Incentive Plan may be amended, if necessary, to reflect changes in your organizational roles and
responsibilities. Recognition for accomplishments up to the point of organizational change will be given and
any changes to the plan will reflect new and/or additional responsibilities. No adverse changes will be made.




                                                                                          Exhibit 10.57

                                                                                                     Exhibit I
                                      2002 Annual Incentive Plan - Simon Tan
                                     Target is 65% of Base Salary = $276,250

- --------------------------- ----------------- -----------------------------------------------------------------
        Criteria             Weighting (% of                        Objectives & Thresholds
                               Total Bonus)
- --------------------------- ----------------- ------------ ------------ ----------- ------------- ------------
                                                Threshold    T-Minus      Target       T-Plus      T-Superior
Phoenix Life Sales              10%           ------------ ------------ ------------ ------------ ------------
(Annualized premium - new                     $110 million $118 million $126 million $134 million $142 million
business report basis –                       ------------ ------------ ------------ ------------ ------------
excluding PFG; including                           50%          75%         100%         150%         200%
the premium from the                             Credit       Credit       Credit       Credit       Credit
proprietary product from
Clarke Bardes)
- --------------------------- ----------------- ------------ ------------ ------------ ------------ ------------
                                              $1.0 billion $1.2 billion $1.4 billion $1.6 billion $1.8 billion
Phoenix Annuity Sales           10%           ------------ ------------ ------------ ------------ ------------
(excludes internal                                 50%          75%         100%         150%         200%
exchange, PFG &                                  Credit       Credit       Credit       Credit       Credit
institutional annuity
sales; includes single
premium variable life)
- --------------------------- ----------------- ------------ ------------ ------------ ------------ ------------
PFG Sales                                     $300 million $330 million $360 million $390 million $420 million
(includes PFG annuity                         ------------ ------------ ------------ ------------ ------------
deposits and PFG                  5%
life insurance annualized                          50%          75%         100%         150%         200%
and single premium sales)                        Credit       Credit       Credit       Credit       Credit
- --------------------------- ----------------- ------------ ------------ ------------ ------------ ------------
                                                  4.5%         5.0%         5.5%         6.0%         6.5%
Roe after Fit - Cash             50%          ------------ ------------ ------------ ------------ ------------
Operating Income from                              50%          75%         100%         150%         200%
Continuing Operations                            Credit       Credit       Credit       Credit       Credit
Excluding Venture Capital
and PXP (GAAP Management
Report basis)
- --------------------------- ----------------- ------------ ------------ ------------ ------------ ------------
                                                 66.2%        65.2%        64.2%        63.2%        62.2%
Expense Management Total         25%          ------------ ------------ ------------ ------------ ------------
Company controllable                               50%          75%         100%         150%         200%
expenses excluding PXP as                        Credit       Credit       Credit       Credit       Credit
a % of Total Company
revenue excluding; PXP,
Participating Life and
Net Investment Income
- --------------------------- ----------------- ------------ ------------ ------------ ------------ ------------
•  Potential Award                              $138,125     $207,188     $276,250     $414,375     $552,500
- --------------------------- ----------------- ------------ ------------ ------------ ------------ ------------

EX-10.58

                                                 EXHIBIT 10.58

                                          RETIREMENT AND TRANSITION AGREEMENT





                                                                                                  Exhibit 10.58









February 19, 2003


Simon Y. Tan
138 Balfour Drive
West Hartford, Connecticut  06117


                        Re:    Retirement and Transition Agreement


Dear Mr. Tan:

            We are proposing the following retirement and transition arrangements in recognition of your over
twenty years of service to The Phoenix Companies, Inc. (the "Holding Company"), the Phoenix Life Insurance
Company (the "Insurance Company") and their affiliates (together, the "Group").  The proposal provides for your
continued service to the Holding Company, the Insurance Company and the Group through January 1, 2004 and sets
forth the arrangements relating to your transition.

            On your agreement, this letter becomes your RETIREMENT AND TRANSITION AGREEMENT with the Holding
Company and the Insurance Company.

1. Prior Arrangements

            This Agreement supersedes your Employment Letter Agreement with the Insurance Company, dated December
20, 2000 (your "Prior Employment Agreement"), your Change of Control Agreement with the Insurance Company, dated
November 6, 2000 (your "Prior Change of Control Agreement") and any other severance or similar rights you may
have with the Group.  Your Prior Employment Agreement and Prior Change of Control Agreement are terminated, and
no party will have any further liability under those agreements.  Your Supplemental Retirement Plan, dated
December 18, 2001 is not affected by this Retirement and Transition Agreement, except as provided in Sections
5[b] and 6(b).

2. Your Service Through January 1, 2004

            (a) Position and Authority. Through January 1, 2004, you will continue to serve as Executive
Vice President of the Holding Company and be employed as Executive Vice President of the Insurance Company. You
shall devote all your efforts to the pursuit and development of new life insurance and annuity product
opportunities. Your authority will be limited to that expressly granted to you by this agreement or in writing
by Dona D. Young, or her designate. You agree not to represent your authority to those inside or outside the
Group beyond the scope of



                                                                                                  Exhibit 10.58

that expressly granted to you by this agreement or in writing by Mrs. Young or her designate.  The Group
agrees to represent your authority to others only in a manner consistent with that expressed in any written
authority provided to you.

            (b) Performance. During your service and employment as Executive Vice President, you will
devote your entire business time, attention and efforts to your responsibilities and will use good faith
efforts to discharge your responsibilities to the best of your ability. Your services will be performed in the
Hartford, Connecticut metropolitan area at places designated by the Group (except for travel required in
connection with the performance of your responsibility). The Group, may, in its sole discretion, elect to
provide you with office space at one of the Group's facilities in the Hartford metropolitan area.

            (c) Resignation as Executive Vice President. Effective at 11:59 p.m., January 1, 2004, you
will resign from your position as Executive Vice President of both the Holding Company and the Insurance
Company as well as from all other positions as an officer of the Group. You understand that your resignation
will be irrevocable and that no other action is required for it to become effective. You agree, however, to
sign the additional letters of resignation in the form attached in Annex 1.

3. Your Retirement Date

            Your "Retirement Date" will be January 1, 2004.

4. Your Compensation and Benefits

            (a) Salary. During your employment and until your Retirement Date, you will receive an
annual base salary at the rate currently in effect (your "Salary"). The time at which you salary will be paid
will be in accordance with the normal practices of the Group for senior executives.

            (b) Management Incentive Plan. You will be entitled to receive your 2002 Management
Incentive Plan ("MIP") for the cycle ended in 2002. You will not be entitled to participate in the MIP for
2003, notwithstanding any provision in the MIP to the contrary.

            (c) Long-Term Incentive Plan. You will be entitled to receive a long-term incentive award
for the cycle ended in 2002. You will not be entitled to participate in any other long-term plan cycles or
awards for any period before or after 2002 notwithstanding any provision in any other plan to the contrary.

            (d) Employee Benefit Plans. During your employment and until your Retirement Date, you will be
entitled to continue to participate in each of the Group's employee benefit, retirement, and welfare plans in
accordance with the normal practices of the Group for senior executives. You will be permitted to elect a lump
sum option under the Supplemental Executive Retirement Plan, as in effect on August 21, 2002.

            (e) Other Perquisites. During your employment and until your Retirement Date, you will receive only
those perquisites, including office space, secretarial support and other business services, as the Group, in
its sole discretion, elects to provide you. Your perquisites will not include a car or a driver.


                                                     - 2 -



                                                                                                  Exhibit 10.58

            (f) Elections. You shall have until October 30, 2003 to specify any special payment elections under
the Group's pension or welfare arrangements.

5. Obligations of You and the Group After Retirement Date

            (a) Other Group Obligations to You After Transition. You will also receive the following:

                  (1) Any (A) unpaid Salary through your Retirement Date, (B) accrued expense reimbursements
            and other cash entitlements through the end of your employment, (C) other cash compensation accrued
            by you through the end of your employment and (D) unpaid deferred compensation at such times and in
            accordance with the terms of your deferred compensation agreements.

                  (2) Timely payment of any amounts and provision of any benefits that are required, or to
            which you are entitled, under any pension or retirement plan, contract or arrangement of the Group.

                  (3) Timely payment of any amounts and provision of any benefits that are required, or to
            which you are entitled under any welfare plan, contract or arrangement of the Group, including
            retiree medical, dental, vision and life insurance.

                  (4) Exercisability of your stock options and other equity awards to which you are entitled
            under equity-based compensation plans, in accordance with their terms, and accelerated vesting of
            such awards in accordance with the terms of such plans in the event of your termination of
            employment other than by the Group for Cause by treating such termination as being an "Approved
            Retirement" as that term is defined in the Holding Company's Stock Incentive Plan (your "Equity
            Compensation").

            (b) Release and Letters of Resignation Required. The Holding Company and the Insurance
Company will not be required to provide you the benefits of the Supplemental Retirement Plan unless the Holding
Company (for itself and the other members of the Group) receives (1) an effective release from you of all
liability or obligation or potential liability or obligation other than the payments and benefits contemplated
by this Agreement, which shall be substantially in the form of Annex 2, and (2) any letters of resignation in
the form attached as Annex 1.

6. Effect of Early Termination

            (a) Definitions.

                  "Cause" shall mean any one of the following events:

                        (1) your conviction in a court of law of a felony or of any crime involving the misuse
                  or misappropriation of money or other property of another;

                        (2) any willful misconduct or illegal conduct by you that has a material adverse effect
                  on the Group; or


                                                     - 3 -



                                                                                                  Exhibit 10.58

                        (3) any action by you which is a material violation of any material provision of the
                  Group's Code of Conduct or conflict of interest policy, as in effect on the date hereof,
                  which has not been remedied by you, to the extent remediable, within 5 days of notice of such
                  violation, that has a material adverse effect on the Group.

                  "Disability" shall mean such physical or mental condition as shall have rendered you unable
             (with reasonable accommodation by the Group), for a period of more than one hundred eighty (180)
             days, to perform the essential functions of your job and as leads the Board, in its sole discretion,
             to determine to remove you from your position and to appoint your successor in order to provide, in
             the judgment of the Board, for the proper conduct of the Group's business.  Notwithstanding the
             foregoing, no termination shall be treated as on account of Disability unless you are eligible at the
             time of such termination to receive benefits under the Group's Short Term Disability Plan or Long
             Term Disability Plan in accordance with the terms of those plans.

                  "Good Reason" shall mean (1) the failure of the Group to provide to you the compensation and
             benefits required under Section 4, other than an inadvertent failure that is remedied, to the extent
             remediable, within 10 business days of notice of such failure or (2) any material breach of this
             Agreement by the Group if such breach has not been remedied within 10 business days of notice of such
             breach.

            (b) Termination by the Group for Cause or Termination by You Other Than for Good Reason. If the
Holding Company or the Insurance Company terminates your employment for Cause or you terminate your employment
other than for Good Reason, in each case before your Retirement Date, the obligations of the Holding Company
and the Insurance Company under Sections 2, 4, 5 and the Supplemental Retirement Plan will cease and the
resignation referred to in Section 2(c) will be effective as of your date of termination (in which case, the
Retirement Date will be the date of such termination). You will be entitled to receive your Accrued
Compensation through the date of your termination and your Retirement Benefits, your Welfare Benefits, and your
Equity Compensation, in each case in accordance with the normal practices of the Group for senior executives
and the applicable plan, if any, and as set forth herein.

            (c) Termination by the Group other than for Cause, by You for Good Reason or Termination for Death
or Disability. If the Holding Company or the Insurance Company terminates your employment other than for Cause,
if you terminate your employment for Good Reason, or your employment terminates as a result of your death or
Disability, the obligations of the Holding Company and the Insurance Company to make the payments and provide
the benefits set forth in Sections 4, 5 and the Supplemental Retirement Plan will continue unaffected and
payments will be made (and benefits provided) under those Sections (including, without limitation, for the
purposes of calculating your Management Incentive Plan benefits for the year 2002 and Long-Term Plan for the
cycle ending in 2002, your Retirement Benefits, your Welfare Benefits and equity-based compensation) as if your
employment had continued through your Retirement Date in accordance with the normal practices of the Group for
senior executives and applicable plan, if any, and as set forth herein.


                                                     - 4 -



                                                                                                  Exhibit 10.58

            (d) Notice of Termination. Any purported termination of your employment by the Holding Company or
the Insurance Company, shall be communicated by written Notice of Termination to the other party here to in
accordance with 10(g) hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a notice
which shall indicate the specific basis for termination and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for the determination of the payment required to be made under this
Agreement.

7. Your Continuing Obligations to the Group

            (a) General Effect. This Section 7 applies during your employment and, as stated below, for some
time after your employment ends. After your Retirement Date, you will have no further obligations to the Group
except as provided in this Section 7 or as may exist under any employee benefit plan, contract or arrangement
of the Group in which you participate (including any retirement or pension plan in which you participate). This
Section uses the following defined terms:

                  "Competitive Enterprise" means any business enterprise that either (1) engages in the
            underwriting and distribution of life insurance and annuities, the management of stocks and bonds
            related to mutual funds, retail managed accounts or the retail and institutional asset management
            businesses within the United States and competes with the Group or (2) holds a 25% or greater
            equity, voting or profit participation interest in any enterprise that engages in such a
            competitive activity.

                  "Client" means any client of the Group to whom you provided services, or for whom you
            transacted business in connection with the underwriting and distribution of life insurance and
            annuities businesses within the United States.

                  "Proprietary Information" means confidential or proprietary information, knowledge or data
            concerning (1) the Group's businesses, strategies, operations, financial affairs, organizational
            matters, personnel matters, budgets, business plans, marketing plans, studies, policies,
            procedures, products, ideas, processes, software systems, trade secrets and technical know-how and
            (2) any matter relating to Clients of the Group. Proprietary Information includes (a) investment
            techniques and trading strategies used in, and the performance records of, Client accounts or other
            investment products and (b) information and materials concerning the personal affairs of employees
            of the Group. In addition, Proprietary Information may include information furnished to you orally
            or in writing (whatever the form or storage medium) or gathered by inspection, in each case before
            or after the date of this Agreement. However, Proprietary Information does not include (w)
            information that was or becomes generally available to you on a non-confidential basis, if the
            source of this information was not reasonably known to you to be bound by a duty of
            confidentiality, (x) information that was or becomes generally available to the public, other than
            as a result of a disclosure by you, directly or indirectly, (y) information that you can establish
            was independently developed by you without reference to any Proprietary Information, or (z) the
            names, addresses, and phone numbers of Clients and prospective clients of the Group.


                                                     - 5 -



                                                                                                  Exhibit 10.58

                  "Solicit" means any direct or indirect communication of any kind that invites, advises,
            encourages or requests any person to take or refrain from taking any action.

            (b) Your Importance to the Group and the Effect of this Section 7. You acknowledge that:

                  (1) In return for the benefits you will receive from the Group and to induce the Group to
            enter into this Agreement, and in light of the potential harm you could cause the Group, you agree
            to the provisions of this Section 7.

                  (2) This Section 7 limits your ability to earn a livelihood in a Competitive Enterprise and
            your relationships with Clients. You acknowledge, however, that complying with this Section 7 will
            not result in severe economic hardship for you or your family.

            (c) Non-Competition. Until the termination of your employment (other than by the Group for Cause or
by you without Good Reason), you will not:

                  (1)   hold a 5% or greater equity, voting or profit participation interest in a Competitive
            Enterprise; or

                  (2)   become a director, officer, employee, partner, consultant, agent or advisor of a
            Competitive Enterprise and in connection with your association engage, or manage or supervise
            personnel engaged, in any activity:

                        (A)   that is directly related to any activity that you were engaged in, or

                        (B)   that is directly related to any activity for which you had direct or indirect
                  managerial or supervisory responsibility;

            in each case, for the Group at any time during the five years before your Retirement Date (or, if
            earlier, the year before the date of determination).

            (d) Non-Solicitation of Clients. Following the termination of your employment (other than by the
Group for Cause or by you without Good Reason), you will not attempt to:

                  (1)   For a period of six (6) months, solicit any Client to transact business with a
            Competitive Enterprise (that is directly related to any activity that you were engaged in, or that is
            directly related to any activity for which you had direct or indirect managerial or supervisory
            responsibility) or to reduce or refrain from doing any business with the Group, or

                  (2)   For a period of three (3) years, willfully damage any relationship between the Group and
            a Client by intentionally disparaging the Group's products, reputation or business practices; in each
            case, unless you have obtained a waiver from the Holding Company and the Insurance Company.


                                                     - 6 -



                                                                                                  Exhibit 10.58

            (e) Non-Solicitation of Group Employees. Until the third anniversary of the termination of your
employment (other than by the Group for Cause or by you without Good Reason), you will not attempt to Solicit
anyone who is then an employee of the Group (or who was an employee of the Group within the three years prior
to your termination of employment) to resign from the Group or to apply for or accept employment with any
Competitive Enterprise, unless you have obtained a waiver from the Holding Company and the Insurance Company.

            (f) Cooperation. Until the 3-month anniversary of the termination of your employment (other than by
the Group for Cause or by you without Good Reason), you will take all actions the Group may reasonably request
to maintain for the Group the business, goodwill and business relationships with any Clients. In addition, at
all times after the date of this Agreement (1) you will make yourself reasonably available and cooperate with
reasonable requests from the Group for information concerning any business or legal matters involving facts or
events relating to the Group that may be within your knowledge and (2) you will cooperate with reasonable
requests by the Group in connection with any litigation, regulatory proceeding or investigation that may be
brought by or against any member of the Group. The Holding Company will pay or reimburse any reasonable
expenses you incur as a result of complying with this Section 7[f] and pay a per diem fee as agreed upon
between you and the Holding Company at the time the services are rendered.

            (g) No Public Statements or Disparagement. You will not make any public statements regarding your
employment or the termination of your employment (for whatever reason), or this Agreement, that are not agreed
to by the Holding Company. You will not make any public statement or instigate or participate in the making of
any public statement that would libel, slander or disparage (whether or not the disparagement legally
constitutes libel or slander) any member of the Group or any of their respective past or present officers,
directors, employees or agents. The Group will ensure that no member of the Group and no senior managers or
directors of either the Holding Company, the Insurance Company or any member of the Group will, make any public
statements regarding your employment, the termination of your employment (for whatever reason), or this
Agreement, that are not agreed to by you, and will not make any public statement or instigate or participate in
the making of any public statement that would libel, slander or disparage you or members of your family
(whether or not the disparagement legally constitutes libel or slander). You will use your best efforts to
insure that members of your immediate family also comply with this Section 7[g]. However, nothing in this
Section 7[g] is intended to interfere with any official investigation by a governmental or regulatory
authority, and any cooperation you or any senior manager or director of either the Holding Company, the
Insurance Company or any member of the Group are requested to provide to governmental or regulatory authorities
will not violate this Section 7[g].

            (h) Proprietary Information. You agree that:

                  (1)   The Proprietary Information is the exclusive property of the Group, and you will use and
            disclose Proprietary Information only for the Group's benefit and in accordance with any restrictions
            placed on its use or disclosure by the Group.  In addition, nothing in this Agreement will operate to
            weaken or waive any rights the Group may have under statutory or common law, or any other agreement,
            to the protection of trade secrets, confidential business information and other confidential
            information.


                                                     - 7 -



                                                                                                  Exhibit 10.58

                  (2)   The existence of, and any information concerning, a dispute between you and the Group
            will be Proprietary Information.  However, you may disclose information concerning the dispute to the
            arbitrator or court that is considering the dispute and to your legal counsel (so long as your
            counsel agrees not to disclose any such information other than as necessary to the prosecution or
            defense of the dispute).

                  (3)   As soon as reasonably practicable after your Retirement Date (or if your employment is
            terminated before the Retirement Date, promptly after termination of your employment), you agree to
            return to the Group or destroy all Proprietary Information, including all notes, mailing lists,
            rolodexes and computer files that contain any Proprietary Information.  You agree to do anything
            reasonably requested by the Group in furtherance of perfecting the Group's possession of, and title
            to, any Proprietary Information that was at any time in your possession.

                  (4)   Nothing in this Section 7[h] is intended to interfere with any official investigation by
            a governmental or regulatory authority, and any Proprietary Information you are requested to provide
            to governmental or regulatory authorities will not violate this Section 7[h].

8. Successors.

            (a) Payments on Your Death. Any amounts that become payable under this Agreement after you die will
be paid to your estate.

            (b) Assignment by You. You may not assign this Agreement without the Holding Company and Insurance
Company's consent. Also, except as required by law, your right to receive payments or benefits under this
Agreement may not be subject to execution, attachment, levy or similar process. Any attempt to effect any of
the preceding in violation of this Section 8[b], whether voluntary or involuntary, will be void.

            (c) Assumption by any Successor Company. The Holding Company and the Insurance Company will require
any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Holding Company or Insurance Company to unconditionally
assume this Agreement in writing and will provide a copy of the assumption to you. On such assumption, the
successor company will be treated for all purposes as the Holding Company or the Insurance Company (as the case
may be) under this Agreement.

9. Disputes.

            (a) Employment Matter. This Section 9 applies to any controversy or claim between you and any
member of the Group arising out of or relating to or concerning this Agreement or any aspect of your employment
with the Group or the termination of that employment (together, an "Employment Matter").

            (b) Mandatory Arbitration. Subject to the provisions of this Section 9, any Employment Matter will
be finally settled by arbitration in Hartford County, Connecticut administered by the American Arbitration
Association under its Commercial Arbitration Rules then in effect. However, the rules will be


                                                     - 8 -



                                                                                                  Exhibit 10.58

modified to provide that each arbitrator will agree to treat as confidential the evidence and other information
presented to the same extent as the information is required to be kept confidential under Section 7[h].

            (c) Injunctions and Enforcement of Arbitration Awards. You or the Group may bring an action or
special proceeding in any state or federal court located in Hartford County, Connecticut to compel arbitration
or to enforce any arbitration award under Section 9[b]. Also, the Group may bring such an action or proceeding,
in addition to its rights under Section 9[b] and whether or not an arbitration proceeding has been or is ever
initiated, to temporarily, preliminarily or permanently enforce any part of Section 7. You agree that (1) your
violating any part of Section 7 would cause damage to the Group that cannot be measured or repaired, (2) the
Group therefore is entitled to an injunction, restraining order or other equitable relief restraining any
actual or threatened violation of that Section, (3) no bond will need to be posted for the Group to receive
such an injunction, order or other relief and (4) no proof will be required that monetary damages for
violations of that Section would be difficult to calculate and that remedies at law would be inadequate.

            (d) Jurisdiction and Choice of Forum. You and the Group irrevocably submit to the exclusive
jurisdiction of any state or federal court located in Hartford County, Connecticut over any non-arbitral matter
relating to an Employment Matter, including any action or proceeding to compel arbitration or to enforce an
arbitration award. Both you and the Group (1) acknowledge that the forum stated in this Section 9[d] has a
reasonable relation to this Agreement and to the relationship between you and the Group and that the submission
to the forum will apply even if the forum chooses to apply non-forum law, (2) waive, to the extent permitted by
law, any objection to personal jurisdiction or to the laying of venue of any action or proceeding covered by
this Section 9[d] in the forum stated in this Section, (3) agree not to commence any such action or proceeding
in any forum other than the forum stated in this Section 9[d] and (4) agree that, to the extent permitted by
law, a final and non-appealable judgment in any such action or proceeding in any such court will be conclusive
and binding on you and the Group. However, nothing in this Agreement precludes you or the Group from bringing
any action or proceeding in any court for the purpose of enforcing the provisions of Sections 10[b] and this
10[d].

            (e) Waiver of Jury Trial. To the extent permitted by law, you and the Group waive any and all
rights to a jury trial with respect to any matter.

            (f) Governing Law. This Agreement will be governed by and construed in accordance with the law of
the State of Connecticut applicable to contracts made and to be performed entirely within that state.

            (g) Costs. To the extent permitted by law, the Holding Company will pay or reimburse any reasonable
expenses, including reasonable attorney's fees, you incur as a result of any Employment Matter. However, you
agree to repay any expenses paid or reimbursed by the Holding Company if it is determined pursuant to Section
9[b] that you brought or contested the Employment Matter in bad faith.

10. General Provisions.

            (a) Construction.


                                                     - 9 -



                                                                                                  Exhibit 10.58

                  (1) References to [A] Sections are to sections of this Agreement unless otherwise
            stated and [B] any contract (including this Agreement) are to the contract as amended, modified,
            supplemented or replaced from time to time,

                  (2) The various headings in this Agreement are for convenience of reference only and
            in no way define, limit or describe the scope or intent of any provisions or Sections of this
            Agreement.

                  (3) Unless the context requires otherwise, (A) words describing the singular number include
            the plural and vice versa, (B) words denoting any gender include all genders and (C) the
            words "include", "includes" and "including" will be deemed to be followed by the words
            "without limitation."

                  (4)   It is your and the Group's intention that this Agreement not be construed more strictly
            with regard to you or the Group.

            (b) Withholding. You and the Group will treat all payments to you under this Agreement as
compensation for services. Accordingly, the Group may withhold from any payment any taxes that are required to
be withheld under any law, rule or regulation.

            (c) Allocation. The obligations of the Holding Company and the Insurance Company under this
Agreement are several (and not joint). The Holding Company and the Insurance Company will allocate their
respective obligations under this Agreement in accordance with their customary practices, and the allocation
will be final and binding on you.

            (d) Entire Agreement. This Agreement is the entire agreement between you, on the one hand, and the
Holding Company and Insurance Company, on the other hand, with respect to the relationship contemplated by this
Agreement and supersedes any earlier agreement, written or oral, with respect to the subject matter of this
Agreement. In entering into this Agreement, no party has relied on or made any representation, warranty,
inducement, promise or understanding that is not in this Agreement.

            (e) Severability. If any provision of this Agreement is found by any court of competent
jurisdiction (or legally empowered agency) to be illegal, invalid or unenforceable for any reason, then (1) the
provision will be amended automatically to the minimum extent necessary to cure the illegality or invalidity
and permit enforcement and (2) the remainder of this Agreement will not be affected. In particular, if any
provision of Section 7 is so found to violate law or be unenforceable because it applies for longer than a
maximum permitted period or to greater than a maximum permitted area, it will be automatically amended to apply
for the maximum permitted period and maximum permitted area.

            (f) No Set-off or Mitigation. Your and the Holding Company's and the Insurance Company's respective
obligations under this Agreement will not be affected by any set-off, counterclaim, recoupment or other right
you or any member of the Group may have against each other or anyone else. You do not need to seek other
employment or take any other action to mitigate any amounts owed to you under this Agreement, and those amounts
will not be reduced if you do obtain other employment (except as this Agreement specifically states).


                                                    - 10 -



                                                                                                  Exhibit 10.58

            (g) Notices. All notices, requests, demands, waivers and other communications under this Agreement
must be in writing and will be deemed given (1) on the business day sent, when delivered by hand or facsimile
transmission (with confirmation) during normal business hours, (2) on the business day after the business day
sent, if delivered by a nationally recognized overnight courier or (3) on the third business day after the
business day sent if delivered by registered or certified mail, return receipt requested, in each case to the
following address or number (or to such other addresses or numbers as may be specified by notice that conforms
to this Section 10[g]):

                 If to you, to the address on the first page of this Agreement.

                 with a copy to:

                        Austin J. McGuigan, Esq.
                        Rome McGuigan Sabanosh, P.C.
                        One State Street
                        Hartford, Connecticut 06103
                        Facsimile: (860) 724-3921

            If to the Holding Company or any other member of the Group, to:

                        The Phoenix Companies, Inc.
                        1 American Row
                        Hartford, Connecticut  06102
                        Attention:  General Counsel

            (h) Consideration. This Agreement is in consideration of the mutual covenants contained in it. You
and the Group acknowledge the receipt and sufficiency of the consideration to this Agreement and intend this
Agreement to be legally binding.

            (i) Amendments and Waivers. Any provision of this Agreement may be amended or waived but only if
the amendment or waiver is in writing and signed, in the case of an amendment, by you, the Holding Company and
the Insurance Company or, in the case of a waiver, by the party that would have benefited from the provision
waived. Except as this Agreement otherwise provides, no failure or delay by you or the Group to exercise any
right or remedy under this Agreement will operate as a waiver, and no partial exercise of any right or remedy
will preclude any further exercise.

            (j) Third Party Beneficiaries. Subject to Section 8, this Agreement will be binding on, inure to
the benefit of and be enforceable by the parties and their respective heirs, personal representatives,
successors and assigns. This Agreement does not confer any rights, remedies, obligations or liabilities to any
entity or person other than you, the Holding Company and the Insurance Company and your and the Holding
Company's and the Insurance Company's permitted successors and assigns, although (1) this Agreement will inure
to the benefit of the Group and (2) Section 8[a] will inure to the benefit of the most recent persons named in
a notice under that Section.

                                                *      *      *


                                                    - 11 -



                                                                                                  Exhibit 10.58

            If this Agreement properly sets forth our understanding, please sign both copies of this Agreement,
keep one copy for your records and return one to me.

Very truly yours,


/s/ Tracy L. Rich
Tracy L. Rich





Accepted By:


              /s/ Simon Y. Tan              
                Simon Y. Tan




















                                                    - 12 -



                                                                                                  Exhibit 10.58

Retirement and Transition Agreement


Annex 1           Letters of Resignation

Annex 2           General Release

EX-10.59

                                                 EXHIBIT 10.59

                                                GENERAL RELEASE





                                                                                        EXHIBIT 10.59

                  GENERAL RELEASE, by SIMON Y. TAN (the "Executive") in favor of THE PHOENIX COMPANIES, INC.
(the "Company").


                  1. The Executive knowingly and voluntarily waives, terminates, cancels and releases forever
         whatever rights, claims or causes of action he (or his heirs, executors, administrators, successors,
         assigns and legal representatives) may have or may yet have against the Company and any of its
         subsidiaries or affiliates, and each of their respective predecessors, successors or assigns, present
         and former directors, officers, employees, shareholders, attorneys and agents, whether known or
         unknown, based upon any matter, cause or thing occurring at any time before and including the
         Effective Date.

                  2. Paragraph 1 includes, but is not limited to, all claims under federal, state or local law
         or the national or local law of any other country (statutory or decisional) for breach of contract,
         for tort, for wrongful or abusive or unfair discharge or dismissal, for impairment of economic
         opportunity or for defamation, for intentional infliction of emotional distress, or for discrimination
         based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation
         or any other unlawful criterion or circumstance. Such released rights and claims include, but are not
         limited to, all rights or claims under the Age Discrimination in Employment Act of 1967 ("ADEA")
         (except that the Executive does not waive ADEA rights or claims that may arise after the date of this
         Agreement).

                  3. The Executive affirms that, prior to the execution of this General Release, the Executive
         was advised to consult with an attorney of his choice concerning the terms and conditions of this
         General Release and that he has been given up to 21 days to consider signing this General Release. The
         Executive understands that he has seven days following his signing to revoke and cancel this General
         Release, and the terms and conditions of this General Release will not become effective or enforceable
         until the revocation period has expired (the "Effective Date"). The Executive agrees that a revocation
         will only be effective if he furnishes written notice to the Company's Director of Human Resources
         within such seven-day period. The Executive acknowledges that he is receiving consideration for this
         General Release to which he would not otherwise be entitled, including the lump sum option provided
         for in Section 4(d) of the Retirement and Transition Agreement, and other valuable consideration.

                  4. Notwithstanding any term of this General Release, this General Release will not terminate,
         cancel or release the obligation of The Phoenix Life Insurance Company to make the payments, pursuant
         to Sections 4 and 5[a] of the Retirement and Transition Agreement between Executive and The Phoenix
         Companies, Inc. and its affiliates, dated February 19, 2003.

February 19, 2003

                                                              /s/ Simon Y. Tan  
                                                              Simon Y. Tan

EX-12

                                               EXHIBIT 12

                               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES





                        STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES


                                                                Year Ended December 31,
                                           ----------------------------------------------------------------
                                             1997      1998        1999        2000        2001       2002
                                           -------    -------     -------     -------    -------     ------
Income (loss) from continuing
 operations before income taxes
 (benefit), minority interest
 and equity in earnings of and
 interest earned from investments
 in unconsolidated affiliates               164.8      156.8       265.7       157.5     (248.7)     (171.1)

Add: Interest earned from investments in
unconsolidated affiliates                     2.6        2.6         3.7         4.3        4.3         5.1
Add: Distributed earnings                    33.1       23.8        88.5       228.0       37.6        18.5
Less: Equity in earnings (losses)
of venture capital investments               33.7       39.6       139.9       277.3      (84.5)      (59.3)
                                           -------    -------     -------     -------    -------     -------
Income (loss) from continuing
 operations before income taxes
 (benefit), minority interest and
 equity in earnings of
 unconsolidated affiliates                  166.8      143.6       218.0       112.5     (122.3)      (88.2)
                                           =======    =======     =======     =======    =======     =======

Fixed Charges:
Interest expense                             28.0       29.8        34.0        32.7       27.3        31.4
Rental expense                                3.8        3.4         3.1         2.7        2.7         2.8
                                           -------    -------     -------     -------    -------     -------
Total fixed charges                          31.8       33.2        37.1        35.4       30.0        34.2
                                           =======    =======     =======     =======    =======     =======

Income (loss) from continuing
 operations before income taxes
 (benefit), minority interest
 and equity in earnings of
 investments in unconsolidated
 affiliates plus fixed charges              198.6      176.8       255.1       147.9      (92.3)      (54.0)
                                           =======    =======     =======     =======    =======     =======

Ratio of earnings to fixed charges(a)          6.3        5.3         6.9         4.2          -           -
                                           =======    =======     =======     =======    =======     =======

SUPPLEMENTAL RATIO - ratio of earnings to
fixed charges inclusive of interest
credited on policyholder contract
balances:
Income (loss) from continuing operations
 before income taxes (benefit), minority
 interest and equity in earnings of and
 interest earned from
 investments in unconsolidated affiliates   164.8      156.8       265.7       157.5     (248.7)     (171.1)

Add: Interest earned from investments in
unconsolidated affiliates                     2.6        2.6         3.7         4.3        4.3         5.1
Add: Distributed earnings                    33.1       23.8        88.5       228.0       37.6        18.5
Less: Equity in earnings (losses) of
venture capital investments                  33.7       39.6       139.9       277.3      (84.5)      (59.3)
                                           -------    -------     -------     -------    -------     -------
Adjusted income (loss) from continuing
 operations before income taxes (benefit),
 minority interest and equity in earnings
 of unconsolidated affiliates               166.8      143.6       218.0       112.5     (122.3)      (88.2)
                                           =======    =======     =======     =======    =======     =======
Fixed Charges:
Interest expense                             28.0       29.8        34.0        32.7       27.3        31.4
Rental expense                                3.8        3.4         3.1         2.7        2.7         2.8
Interest credited on policyholder
contract balances                            65.5      111.7       105.6       109.5      133.2       181.4
                                           -------    -------     -------     -------    -------     -------
Total fixed charges                          97.3      144.9       142.7       144.9      163.2       215.6
                                           =======    =======     =======     =======    =======     =======

Adjusted income from continuing operations
 before income taxes (benefit), minority
 interest and equity in earnings of
 investments in unconsolidated affiliates
 plus fixed charges                         264.1      288.5       360.7       257.4       40.9       127.4
                                           =======    =======     =======     =======    =======     =======

Ratio of earnings to fixed charges
including interest credited on
policyholder contract balances(b)              2.7        2.0         2.5         1.8        0.3        0.6
                                           =======    =======     =======     =======    =======     =======

For purposes of computing these ratios, earnings consist of income from continuing operations before income
taxes (benefit), minority interest and equity in earnings of investments in unconsolidated affiliates plus the
distributed income of equity investees and fixed charges. Fixed charges consist of interest expense and an
imputed interest component for rental expense.

(a)  Due to our losses during 2001 and 2002, the ratio coverages for those periods were less than 1:1.  We
     would need $122.3 million in additional earnings for the year ended December 31, 2001 to achieve a 1:1
     coverage ratio. For 2002, we would need $88.2 million in additional earnings to achieve a 1:1 coverage
     ratio.

(b)  Due to our loss during 2001, the ratio coverages, including interest credited on policyholder contract
     balances, for those periods were less than 1:1. We would need $122.3 million in additional earnings for
     the year ended December 31, 2001 to achieve a 1:1 coverage ratio. For 2002, we would need $88.9 million
     in additional earnings to achieve a 1:1 coverage ratio.

EX-21

                                                  EXHIBIT 21

                                                 SUBSIDIARIES



                                                                                              EXHIBIT 21

                                                  SUBSIDIARIES

As of December 31, 2002, the subsidiaries of The Phoenix Companies, Inc. were as follows:

- ------------------------------------------------- -------------------------------------- ------------------------------
Name                                              Business Name                          State of Incorporation
- ------------------------------------------------- -------------------------------------- ------------------------------
Phoenix Life Insurance Company                    Phoenix Life Insurance Company         New York
- ------------------------------------------------- -------------------------------------- ------------------------------
PM Holdings, Inc.                                 (1)                                    Connecticut
- ------------------------------------------------- -------------------------------------- ------------------------------
PHL Variable Insurance Company                    PHL Variable Insurance Company         Connecticut
- ------------------------------------------------- -------------------------------------- ------------------------------
Phoenix Investment Management Company             (1)                                    Connecticut
- ------------------------------------------------- -------------------------------------- ------------------------------
Phoenix Investment Partners, Ltd.                 Phoenix Investment Partners, Ltd.      Delaware
- ------------------------------------------------- -------------------------------------- ------------------------------



(1) Holding company which does not conduct business.

EX-23

                                                   EXHIBIT 23

                                       CONSENT OF INDEPENDENT ACCOUNTANTS



                                                                                                     Exhibit 23





                                        CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in the Registration Statement on Form S-3
(Registration No. 333-101629) and Form S-8 (Registration No. 333-75346) of The Phoenix Companies, Inc. of
our report dated February 5, 2003 relating to the consolidated financial statements, which appear in this
Form 10-K.

/s/ Pricewaterhouse Coopers LLP

Hartford, Connecticut
March 14, 2003

EX-99.1

                                                  EXHIBIT 99.1

                                                 CERTIFICATION



                                                                                                   Exhibit 99.1


                                                 CERTIFICATION
                                   Pursuant to 18 United States Code § 1350

         The undersigned hereby certifies that the Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 of The Phoenix Companies, Inc. (the "Company") filed with the Securities and Exchange
Commission on the date hereof fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that the information contained in such report fairly presents, in all material
respects, the financial condition and results of operations of the Company.



                                                                         /s/ Dona D. Young
                                                        -----------------------------------------------------
                                                        Name:  Dona D. Young
                                                        Title: Chief Executive Officer
                                                        Date:  March 14, 2003

EX-99.2

                                                  EXHIBIT 99.2

                                                 CERTIFICATION



                                                                                                   Exhibit 99.2


                                                 CERTIFICATION
                                   Pursuant to 18 United States Code § 1350

         The undersigned hereby certifies that the Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 of The Phoenix Companies, Inc. (the "Company") filed with the Securities and Exchange
Commission on the date hereof fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that the information contained in such report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


                                                                        /s/ Coleman D. Ross
                                                        -----------------------------------------------------
                                                        Name: Coleman D. Ross
                                                        Title:Chief Financial Officer
                                                        Date: March 14, 2003