UNITED STATES

                                                  SECURITIES AND EXCHANGE COMMISSION

                                                        WASHINGTON, D.C. 20549


                                                               FORM 8-K

                                                            CURRENT REPORT

                                Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                                                   Date of Report: February 6, 2003
                                                   --------------------------------
                                                   (Date of earliest event reported)


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



                Delaware                                   1-16517                                06-0493340
                --------                                   -------                                ----------
     (State or other jurisdiction of              (Commission File Number)             (IRS Employer Identification No.)
             incorporation)


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


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








Item 9.  Other Information.

         On February 6, 2003, The Phoenix Companies, Inc., a Delaware corporation, reported its fourth quarter and full-year 2002
results; announces additional actions in support of key priorities and strategic plan; revises ROE target, a copy of which is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.  Exhibits.

99.1     News release of The Phoenix Companies Inc., dated February 6, 2003, regarding fourth quarter and full-year 2002 results;
         announces additional actions in support of key priorities and strategic plan; revises ROE target.



                                                                   SIGNATURE


         Pursuant to the requirements 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.


                                                     By:      /s/ Carole A. Masters
                                                              -------------------------------------------
                                                              Name:    Carole A. Masters
                                                              Title:   Vice President and Counsel








         Date: February 6, 2003




                                                                 EXHIBIT INDEX


Exhibit Number                                    Exhibit
- --------------                                    -------
99.1                                              News release of The Phoenix Companies Inc., dated February 6, 2003,
                                                  regarding fourth quarter and full-year 2002 results; announces
                                                  additional actions in support of key priorities and strategic plan;
                                                  revises ROE target.




























































                                                                                                                      Exhibit 99.1





[GRAPHIC OMITTED][GRAPHIC OMITTED]

     The Phoenix Companies, Inc.                              N  E  W  S     R  E  L  E  A S E



     One American Row
     PO Box 5056
     Hartford CT 06102-5056
     PhoenixWealthManagement.com


     For Immediate Release

           Contacts:                Media Relations                  Investor Relations
                                    ---------------                  ------------------
                                   Alice S. Ericson                  Peter A. Hofmann
                                      860-403-5946                   860-403-7100


 PHOENIX REPORTS FOURTH QUARTER AND FULL-YEAR 2002 RESULTS; ANNOUNCES ADDITIONAL ACTIONS IN SUPPORT OF KEY PRIORITIES AND
                       STRATEGIC PLAN; REVISES ROE TARGET

          HARTFORD, Conn., February 6, 2003 - The Phoenix Companies, Inc. (NYSE:
     PNX) today reported fourth quarter and full-year 2002 results and announced
     additional  actions in support of its key priorities and strategic plan, as
     well as a revised return on equity target.

                    FOURTH QUARTER AND FULL-YEAR 2002 RESULTS
          The  company  reported  fourth  quarter  2002 cash  operating  income,
     excluding venture capital, of $21.0 million,  or $0.22 per share,  compared
     with $28.2 million,  or $0.27 per share, in the fourth quarter of 2001. The
     company  also  reported  operating  income of $11.4  million,  or $0.12 per
     share, for the quarter, compared with operating income of $22.7 million, or
     $0.22 per share, in the fourth quarter of 2001. The company reported a GAAP
     net loss of $14.5 million, or a $0.15 loss per share, in the fourth quarter
     of 2002,  compared with a $7.5 million net loss, or a $0.07 loss per share,
     in the fourth quarter of 2001. (See  reconciliation  of financial  measures
     below.)
          The fourth quarter 2002 GAAP result  includes net realized  investment
     losses of $22.7 million,  after income taxes,  primarily  related to credit
     losses in the bond  portfolio.  It also  includes  a  previously  announced
     charge of $3.1 million,  after income taxes, related to staff reductions in
     investment  management and annuity  distribution,  information  technology,
     international operations, and other areas of the company.
          For  full-year  2002,  the company  reported  cash  operating  income,
     excluding venture capital, of $78.1 million,  or $0.80 per share,  compared
     with $86.6 million,  or $0.83 per share, in 2001. The company also reported
     an  operating  loss of $61.7  million,  or a $0.63 loss per share,  for the
     year,  principally  related to losses in its Venture  Capital segment and a
     third quarter  non-cash  goodwill  charge.  This compares with an operating
     loss of $74.1  million,  or a $0.71 loss per share,  in 2001.  The  company
     reported a full-year 2002 GAAP net loss of $246.0 million,  or a $2.51 loss
     per share,  compared  with a $202.7  million net loss,  or a $1.94 loss per
     share, in the prior year.
          "Our  results very clearly show our areas of strength and the areas in
     which we must improve," said Dona D. Young,  president and chief  executive
     officer.  "Our core life operation performed well, once again demonstrating
     the  strength  of our  franchise.  However,  results  from our  annuity and
     investment  management  operations  were  significantly   affected  by  the
     prolonged  difficult  markets and point to the need for continued action to
     improve margins."



                      ACTIONS IN SUPPORT OF STRATEGIC PLAN

          "Following  the  strategic  review I initiated  late last year, we are
     strongly  reaffirming our commitment to our wealth management  strategy and
     our core  businesses and  intensifying  our focus on execution,"  said Mrs.
     Young.  "All our  efforts  are now  directed  toward  four key  priorities:
     manufacturing profitable wealth management products and services,  lowering
     expenses,   enhancing  capital  and  resource  allocation  strategies,  and
     redesigning our compensation and benefits in support of our goals.
          "Within  this  framework,  we have  already  begun  taking  aggressive
     actions to achieve consistent, quality earnings and profitable growth," she
     added.  "We are  concentrating  first on those  areas  where we can achieve
     immediate results,  and shareholders can expect continued action throughout
     2003.  Everything we do is guided by our stated priorities and a commitment
     to building the value of our business over time.  We expect the  successful
     execution of our strategy to drive ratings  improvement over the next 12 to
     18 months."
          The  company  announced  several  actions  today in support of its key
     priorities and strategic plan. They are:

o    The agreement to sell,  subject to receipt of general partner  consents,  a
     $53.5  million  portfolio  of  its  venture  capital  limited   partnership
     interests,  along with unfunded commitments of $28.1 million, half to third
     parties  and the other  half to Phoenix  Life  Insurance  Company's  closed
     block. The sale is intended to reduce the company's  exposure to the equity
     markets and mitigate  earnings  volatility,  while also  improving  Phoenix
     Life's capital ratios and enhancing the closed block's potential  long-term
     returns. Net proceeds from the sale to third parties will be $26.8 million;
     the  transfer to the closed  block will be in exchange  for assets of equal
     value  as  determined  by  the  terms  of  the  third-party  sale.  Phoenix
     recognized an after-tax realized loss of $3.3 million in the fourth quarter
     related to the partnership interests included in this transaction.

o    Additional  annualized  expense  savings  of $4 million  by  year-end  2003
     through general  operational  expense  reductions,  primarily in Investment
     Management, and $6 million more by year-end 2006 from the implementation of
     a  comprehensive  facilities  plan.  The  plan  includes  the  sale  of the
     company's  Enfield,  Conn.,  offices,  which  will be placed on the  market
     within 30 days.  Business  functions  from Enfield will be relocated to the
     company's  existing  Hartford  offices and a yet-to-be  identified  smaller
     facility in Hartford or north of  Hartford.  The company  will  continue to
     identify ways to reduce overhead and  administrative  and back-office costs
     in an effort led by the company's Chief Accounting Officer.

          In December, Phoenix announced a series of actions to lower annualized
     expenses by approximately  $30 million by year-end 2003. These actions will
     result  in a 5 percent  reduction  of the  company's  employee  base.  They
     include closing certain of its  international  operations and adjusting the
     size of its  distribution  force in annuities and investment  management to
     reflect the current market  environment.  With the actions announced today,
     the company  expects to reduce  annualized  expenses by  approximately  $34
     million in 2003 and by $40 million by the end of 2006. These reductions are
     in addition to the efforts  that  produced  annualized  expense  savings of
     approximately $29 million at the end of 2002.

          Phoenix also took  significant  steps in the fourth quarter to enhance
     its capital  position and return  Phoenix  Life's  risk-based  capital back
     above the company's target level.  Phoenix monetized a significant  portion
     of its holdings in Hilb,  Rogal and Hamilton  Company (HRH) in November and
     completed  an offering of equity units in  December.  The HRH  transactions
     produced net proceeds of  approximately  $157 million and a total net gain,
     after tax,  of $38.8  million,  with $6.4  million  realized  in the fourth
     quarter of 2002,  and an additional  $32.4  million  deferred to the fourth
     quarter of 2005.  The issuance of the equity units produced net proceeds of
     approximately  $149  million,  which were used  primarily  to pay down bank
     debt.

          By the end of this quarter, the company expects to reach a decision on
     the securitization of the residual assets associated with its closed block.
     Proceeds from such a transaction  would be used to further  strengthen  the
     life insurance company.

          The company  also has  redesigned  its annual  incentive  compensation
     plans for all employees to further align  incentive pay with the drivers of
     shareholder  value.  These  plans set  company-wide  performance  goals and
     related  departmental  metrics.  Management  will  present the plans to the
     Board of Directors for approval later in February.

          These  actions will support the specific 2003  priorities  Phoenix has
     set for its life insurance, annuity and investment management businesses.

o    Life  Insurance  - Target 12 to 15  percent  annual  sales  growth  through
     accelerated  product   introductions  and  expansion  of  its  distribution
     relationships with key firms.

o    Annuities - Eliminate  products with lower profit  potential and launch new
     products that capitalize on emerging needs,  such as income  protection and
     asset allocation strategies,  and selectively expand distribution channels,
     including regional and community banks.

o    Investment  Management  - Focus on  achieving  strong  relative  investment
     performance and improving cash margins while seeking to identify a new head
     of the operation by the end of this quarter.

                                       ROE
          "Today's actions, in combination with prior steps and anticipated 2003
     performance,  should enable Phoenix to generate,  on an annualized run rate
     by the  fourth  quarter  2003,  a 6 to 8 percent  cash  return  on  equity,
     excluding venture capital," Mrs. Young said. "This target assumes an equity
     market return of 7 percent or better for the year."



                FOURTH QUARTER AND FULL-YEAR 2002 SEGMENT RESULTS
          Phoenix has two operating segments, "Life and Annuity" and "Investment
     Management",  and two reporting segments,  "Venture Capital" and "Corporate
     and Other". The Corporate and Other segment includes  unallocated  capital,
     interest expense and other expenses,  as well as certain  businesses not of
     sufficient scale to report independently.  The company looks at its segment
     results on the basis of operating  income  (loss) before  amortization  and
     taxes to better focus on the operating performance of each segment.


                                                       Fourth             Fourth            For the Year Ended
                                                       Quarter           Quarter               December 31,
                                                         2002              2001            2002             2001
                                                    --------------     -------------    ------------     -----------
                                                                             (in millions)
          Life and Annuity                               $24.2              $24.7           $78.4            $83.5
          Investment Management                           10.3               14.1            40.3             54.1
          Venture Capital                                 (2.3)              15.6           (59.3)          (159.6)
          Corporate and Other                            (16.4)              (1.0)          (48.9)           (39.6)


          Life and  Annuity  - This  segment  reported  operating  income
     before  income  taxes of  $24.2  million  in the  fourth  quarter  of 2002,
     compared with $24.7 million in the fourth  quarter of 2001.  Solid momentum
     in life  insurance  earnings  was  tempered  by  losses  in  annuities  and
     increases in pension costs that were allocated across  segments.  Continued
     favorable  mortality and persistency enabled the company to maintain strong
     insurance and  investment  margins on its life products.  In addition,  the
     closed block  continued to perform  well, as evidenced by the growth in the
     policyholder  dividend obligation.  Operating income for full-year 2002 was
     $78.4 million,  compared with $83.5 million for full-year 2001,  reflecting
     the impact of the adverse stock market and lower  interest rates on annuity
     margins.  For each of the life product lines,  operating  income  increased
     quarter over quarter and year over year.

          Total life insurance  sales  (annualized  premium and single  premium)
     were a record $141.8 million in the fourth  quarter of 2002,  compared with
     $58.3  million in the prior  year's  quarter.  Sales of  private  placement
     insurance  drove the increase,  which also reflects a 15 percent  growth in
     wholesaled production.

          Annualized  premium was $53.4  million in the fourth  quarter of 2002,
     compared with $37.0 million in the prior year's  quarter,  driven by growth
     in private  placements and universal  life product sales.  Sales from State
     Farm agents  accounted for 18 percent of wholesaled  annualized  premium in
     the  quarter.  Average  face  amounts  for  new  sales,  including  private
     placements, surpassed the $1 million mark for the first time, and increased
     to $954,000 for wholesaled production.

          Full-year 2002 total life insurance sales were $356.0  million,  up 60
     percent  from 2001's  $222.4  million in sales.  While the  majority of the
     growth  was in  private  placements  ,  wholesaled  products  also  grew 12
     percent,  driven largely by sales from State Farm,  which ended the year as
     the company's third largest life distribution relationship.  Total variable
     universal  life sales grew 58 percent in 2002 to $268.5 million from $169.9
     million in 2001,  and  universal  life  sales in 2002 more than  doubled to
     $66.8 million from $29.0 million in 2001. Full-year 2002 annualized premium
     was $170.3 million compared with $118.9 million in 2001.

          Annuity  deposits in the fourth  quarter of 2002 were $217.8  million,
     compared  with  $593.4  million  in the  prior  year's  quarter,  primarily
     reflecting the company's  decision to discontinue its Retirement  Planner's
     Edge  (RPE)  variable  annuity  during  the  third  quarter.  Deposits  for
     full-year  2002 were $2.3 billion  compared with full-year 2001 deposits of
     $1.5  billion,  reflecting  strong  sales of both RPE and  fixed  annuities
     during the first three quarters.

          Investment  Management - Operating  income before  amortization
     and income taxes for the segment was $10.3 million in the fourth quarter of
     2002, compared with $14.1 million in the fourth quarter of 2001. The result
     is due primarily to the decline in earnings from Aberdeen Asset Management,
     PLC, in which the company has an equity ownership  interest.  The segment's
     revenues were flat,  with declines in most areas offset by the  acquisition
     of a 60 percent  interest in Kayne Anderson Rudnick  Investment  Management
     (KAR) in January. Expenses declined 4 percent, despite the KAR acquisition.
     Full-year 2002  operating  income before  amortization  and taxes was $40.3
     million, compared with $54.1 million in 2001, again, reflecting the effects
     of Aberdeen and declines in revenues,  as well as  additional  revenues and
     expenses related to KAR.

          Assets  under  management  for the segment on  December  31, 2002 were
     $54.0  billion,  compared  with $52.1  billion on December  31,  2001.  The
     year-over-year   increase  in  assets   under   management   is   primarily
     attributable  to the  inclusion  of KAR in  2002  and the  issuance  of the
     Phoenix-Mistic  CBO  in  the  third  quarter,  offset  by  negative  market
     performance.

          Net flows were negative  $73.6 million in the fourth  quarter of 2002,
     compared  with  negative  net flows of $593.5  million in the prior  year's
     quarter,  reflecting a significant  turnaround in  institutional  accounts,
     offset by declines in mutual funds and variable  products.  Full-year  2002
     net flows were $184.0  million,  compared with  full-year 2001 net flows of
     $459.0  million.  For  the  year,  increased  sales  of  managed  accounts,
     primarily related to the KAR acquisition,  were offset by declines in sales
     of mutual funds, institutional accounts and variable products.

          Inflows   totaled  $1.8  billion  in  the  fourth   quarter  of  2002,
     approximately  the same as inflows in the prior  year's  quarter.  Outflows
     were $1.9  billion in the fourth  quarter of 2002,  improved  from the $2.4
     billion of outflows in the prior  year's  quarter.  Full-year  2002 inflows
     were $10.1  billion,  compared with $9.5 billion in 2001.  Outflows for the
     full-year 2002 were $10.0 billion, compared with $9.1 billion in 2001.

          Venture Capital - The Venture Capital segment, which represents
     1 percent of the $16.8  billion of invested  assets and cash in the general
     account portfolio, had a $2.3 million operating loss before income taxes in
     the fourth quarter of 2002. The loss was due to market  appreciation offset
     by expenses,  realized losses,  and true-ups to partnership  valuations for
     the third quarter.  In the prior year's quarter,  the segment had operating
     income of $15.6 million.  Total distributions in the fourth quarter of 2002
     were $7.0 million,  compared  with $17.3  million in the fourth  quarter of
     2001.  Capital  contributions  were $11.5 million in the fourth  quarter of
     2002, compared with $11.7 million in the fourth quarter of 2001.

          For full-year 2002,  partnership  results  declined largely in concert
     with their  sectors  in the  equity  markets.  The  segment  posted a $59.3
     million  operating  loss for the year,  compared with an operating  loss of
     $159.6 million for 2001. Total  distributions for full-year 2002 were $41.8
     million, compared with $63.0 million in 2001. Capital contributions for the
     full year were  $42.2  million,  compared  with $47.0  million in 2001.  On
     December 31, 2002, Venture Capital segment assets were $227.8 million.

          Corporate  and  Other  - In the  fourth  quarter  of 2002,  the
     Corporate  and Other  segment  had a $16.4  million  operating  loss before
     amortization  and income  taxes,  compared  with an operating  loss of $1.0
     million in the fourth  quarter of 2001.  For full-year  2002,  this segment
     experienced an operating loss before amortization and income taxes of $48.9
     million,  compared  with  a loss  of  $39.6  million  for  full-year  2001.
     Increased interest expense,  reduced investment  earnings and higher losses
     from  international  investments were the key drivers of the losses for the
     quarter and the year.

                            REALIZED GAINS AND LOSSES
          The company  reported  fourth  quarter  2002 net  realized  investment
     losses  after-tax  of $22.7  million  versus  $22.1  million  in the fourth
     quarter of 2001. On a pre-tax  basis,  gross credit losses of $39.4 million
     and a $14.9 million loss related to the  company's  investment in Argentina
     were  partially  offset by  realized  gains of $15.3  million  from the HRH
     position  and $7.3  million from the  conversion  of an equity  position in
     Clark/Bardes,  Inc. to debt. For the full-year  2002, net realized  capital
     losses were $39.3 million versus $46.2 million in 2001.

                      RECONCILIATION OF FINANCIAL MEASURES
          The company  considers  operating  income and cash  operating  income,
     excluding  venture  capital,  in evaluating its financial  performance,  in
     addition to net income  presented in  accordance  with  Generally  Accepted
     Accounting   Principles  (GAAP).  (See  attached  table  reconciling  these
     measures.)  Operating  income  represents net income  adjusted for realized
     investment gains and losses and nonrecurring items.

          Nonrecurring    items   include    expenses   related   to   Phoenix's
     demutualization and its acquisition of the PXP minority interest,  an early
     retirement  program, a first quarter 2002 adjustment to the amortization of
     deferred  acquisition  costs  related  to  the  closed  block,   management
     restructuring charges, surplus tax, and the cumulative effect of accounting
     changes.  For cash operating income,  the company adds back amortization of
     intangible  assets  to  operating  income to  measure  the  ability  of the
     business to generate cash earnings.  When evaluating operating performance,
     the company also excludes the Venture Capital segment, a separate reporting
     segment,  in  order  to focus  on the  performance  of its  core  operating
     businesses.

                                 CONFERENCE CALL
          The Phoenix Companies, Inc. will host a conference call today at 11:00
     a.m. Eastern time to discuss with the investment community Phoenix's fourth
     quarter,  as well as its  2003  priorities.  The  conference  call  will be
     broadcast live over the Internet at  WWW.PHOENIXWEALTHMANAGEMENT.COM
     in the Investor Relations section. To listen to the live call, please go to
     the Web site at least  fifteen  minutes  prior to  register,  download  and
     install  any  necessary  audio  software.  The call can also be accessed by
     telephone  at  973-321-1020.  A replay  of the call  will be  available  by
     telephone at  973-341-3080  (passcode  3677372) and on Phoenix's  Web site,
     WWW.PHOENIXWEALTHMANAGEMENT.COM  in the Investor  Relations  section
     through February 20, 2003. Additional financial information can be accessed
     on  Phoenix's  Web  site,  WWW.PHOENIXWEALTHMANAGEMENT.COM,  in  the
     Investor Relations section.

          The Phoenix Companies, Inc. is a leading provider of wealth management
     products and services to individuals and institutions. Through a variety of
     advisors and financial services firms,  Phoenix helps the affluent and high
     net worth accumulate, preserve and transfer their wealth with an innovative
     portfolio of life insurance, annuity and investment management products and
     services. Phoenix has corporate offices in Hartford, Conn.


                            FORWARD-LOOKING STATEMENT
          This release 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
     Securities and Exchange Commission. 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.

Financial Highlights (Unaudited)

Income Statement Summary ($ in millions)                       Fourth            Fourth
                                                               Quarter           Quarter         Year-to-Date        Year-to-Date
                                                                2002              2001               2002                2001
                                                            --------------    --------------    ---------------     ---------------

Revenues                                                          $ 611.8           $ 628.2          $ 2,452.9            $2,429.9

Operating Income (Loss) (1)                                          11.4              22.7              (61.7)              (74.1)
Add: Amortization of Goodwill and Intangibles                         8.1              15.6              101.3                57.0
                                                            --------------    --------------    ---------------     ---------------

Cash Operating Income (Loss)                                         19.5              38.3               39.6               (17.1)

Cash Operating Income, excluding Venture Capital                     21.0              28.2               78.1                86.6

GAAP Reported:  Net Loss                                            (14.5)             (7.5)            (246.0)             (202.7)

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

Earnings Per Share (2)                                         Fourth            Fourth
                                                               Quarter           Quarter         Year-to-Date        Year-to-Date
                                                                2002              2001               2002                2001
                                                            --------------    --------------    ---------------     ---------------

Operating EPS                                                     $  0.12           $  0.22           $  (0.63)           $  (0.71)
Cash Operating EPS                                                $  0.21           $  0.37            $  0.40            $  (0.16)
Cash Operating EPS, excluding Venture Capital                     $  0.22           $  0.27            $  0.80             $  0.83
Net Loss Per Share                                                $ (0.15)          $ (0.07)          $  (2.51)           $  (1.94)

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

Balance Sheet Summary                                          Fourth            Fourth
 ($ in billions, except per share data)                        Quarter           Quarter
                                                                2002              2001
                                                            --------------    --------------

Invested Assets                                                   $  16.8            $ 14.4
Separate Account and Investment Trust Assets                          5.7               5.6
Total Assets                                                         25.1              22.5
Total Equity                                                          2.0               2.4

Book Value Per Share (3)                                          $ 21.61           $ 23.51

Assets Under Management                                           $  63.7            $ 61.2

(1)  Operating income represents net income adjusted for realized gains and for some non-recurring items that are not indicative
     of the ongoing operations of the business segments. The size and timing of realized investment gains are often subject to
     management's discretion. Certain non-recurring items are removed from net income if, in management's opinion, they are not
     indicative of overall operating trends. While some of these items may be significant components of our net income, we
     believe operating income is an appropriate measure that represents the net income attributable to the ongoing operations of
     the business. However, operating income is not a substitute for net income determined in accordance with generally accepted
     accounting principles, and may be different from similarly titled measures of other companies.

(2)  Weighted average shares outstanding for fourth quarter 2002 is 94.2 million shares. Weighted average shares outstanding for
     fourth quarter 2001 is 103.3 million shares. Weighted average shares outstanding for year-to-date 2002 and 2001 are 97.9
     million shares and 104.6 million pro forma shares, respectively.

(3)  Book value per share is based on 94.0 million and 101.9 million shares outstanding at year-end 2002 and 2001, respectively.

Consolidated Balance Sheet
December 31, 2002 and 2001
(in millions, except share data)
                                                                                                 2002                   2001
                                                                                           ------------------     -----------------
ASSETS:
Available-for-sale debt securities, at fair value                                                 $ 11,851.2             $ 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                                                                                      313.8                 282.4
                                                                                           ------------------     -----------------
      Total investments                                                                             15,706.5              13,594.4
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
Premises and equipment                                                                                 110.0                 117.7
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                                                                            88.5                  50.7
Separate account and investment trust assets                                                         5,692.4               5,570.0
                                                                                           ------------------     -----------------
      Total assets                                                                                $ 25,123.8            $ 22,525.4
                                                                                           ==================     =================
LIABILITIES:
Policy liabilities and accruals                                                                   $ 12,826.4            $ 11,993.4
Policyholder deposit funds                                                                           3,249.3               1,368.2
Deferred income taxes                                                                                     --                    --
Indebtedness                                                                                           644.3                 599.3
Delivery obligations under stock purchase contracts                                                    147.2                    --
Other general account liabilities                                                                      520.3                 595.1
Separate account and investment trust liabilities                                                    5,693.8               5,564.9
                                                                                           ------------------     -----------------
      Total liabilities                                                                             23,081.3              20,120.9
                                                                                           ------------------     -----------------
MINORITY INTEREST:
Minority interest in net assets of subsidiaries                                                         10.8                   8.8
                                                                                           ------------------     -----------------
STOCKHOLDERS' EQUITY:
Common stock, $0.01 par value, 1.0 billion shares  authorized;
  106.4 million 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: 12.3 million and 4.5 million shares                                          (195.7)                (66.0)
                                                                                           ------------------     -----------------
      Total stockholders' equity                                                                     2,031.7               2,395.7
                                                                                           ------------------     -----------------
      Total liabilities, minority interest and stockholders' equity                               $ 25,123.8            $ 22,525.4
                                                                                           ==================     =================

Certain reclassifications have been made to the 2001 financial statements to conform with the year-end 2002 presentation.

Consolidated Statement of Income (in millions)
Period ended December 31

                                                            Fourth              Fourth
                                                            Quarter            Quarter          Year-to-Date        Year-to-Date
                                                             2002                2001               2002                2001
                                                        ----------------    ---------------    ---------------     ----------------
REVENUES:
Premiums                                                        $ 268.1            $ 276.7           $1,082.0            $ 1,112.7
Insurance and investment product fees                             137.7              132.1              563.3                546.4
Net investment income                                             239.5              254.6              915.2                843.2
Net realized investment losses                                    (33.5)             (35.2)            (107.6)               (72.4)
                                                        ----------------    ---------------    ---------------     ----------------
   Total revenues                                                 611.8              628.2            2,452.9              2,429.9
                                                        ----------------    ---------------    ---------------     ----------------
BENEFITS AND EXPENSES:
Policy benefits                                                   365.4              350.0            1,436.1              1,406.7
Policyholder dividends                                            107.4               98.4              401.8                400.1
Policy acquisition cost amortization                               17.6               37.7               59.2                133.0
Intangible asset amortization                                       7.7               12.2               98.8                 49.4
Interest expense                                                    8.3                6.1               31.4                 27.3
Demutualization expenses                                            0.1                1.1                1.8                 25.9
Other operating expenses                                          133.8              131.7              584.7                628.1
                                                        ----------------    ---------------    ---------------     ----------------
   Total benefits and expenses                                    640.3              637.2            2,613.8              2,670.5
                                                        ----------------    ---------------    ---------------     ----------------
Income (loss) before income taxes and minority
   interest                                                       (28.5)              (9.0)           (160.9)               (240.6)
Applicable income tax (benefit) expense                           (16.7)              (3.6)            (57.1)               (110.5)
                                                        ----------------    ---------------    ---------------     ----------------
Income (loss) before minority interest                            (11.8)              (5.4)           (103.8)               (130.1)
Minority interest in net income of subsidiaries                     2.7                2.1               11.9                  7.2
                                                        ----------------    ---------------    ---------------     ----------------
Income (loss) before cumulative effect of
   accounting changes                                             (14.5)              (7.5)           (115.7)               (137.3)
Cumulative effect of accounting changes:
Goodwill impairment                                                  --                 --            (130.3)                   --
Securitized financial instruments, Venture capital
   partnerships and derivative financial instruments                 --                 --                 --                (65.4)
                                                        ----------------    ---------------    ---------------     ----------------
Net loss                                                        $ (14.5)            $ (7.5)          $(246.0)             $ (202.7)
                                                        ================    ===============    ===============     ================


Certain reclassifications have been made to the 2001 financial statements to conform with the 2002 presentation.



Reconciliation of Income Measures (in millions)
                                                           Fourth             Fourth
                                                          Quarter            Quarter         Year-to-Date           Year-to-Date
                                                            2002               2001              2002                   2001
                                                        -------------       -----------     ---------------        ----------------
GAAP Reported:  Net Loss                                      $(14.5)           $ (7.5)           $ (246.0)               $ (202.7)
                                                        -------------       -----------     ---------------        ----------------

Less:      Cumulative Effect of Accounting Changes                --                --              (130.3)                  (16.6)(A)
           Net Realized Investment Gains (Losses),
              after tax                                        (22.7)(B)         (22.1)              (39.4)(B)               (46.2)
           Non-Recurring Items, after tax:
           Deferred Policy Acquisition Costs
              Adjustment                                          --                --                15.1                      --
           Expenses of Purchase of PXP Minority
              Interest                                            --              (2.9)                 --                   (52.8)
           Early Retirement Pension Adjustment                    --              (4.2)                 --                   (15.5)
           Management Restructuring Reserve                       --                --               (25.4)                     --
           Staff Reductions Expense                             (3.1)               --                (3.1)                     --
           Demutualization Expense                              (0.1)             (1.0)               (1.3)                  (23.9)
           Surplus tax                                            --                --                  --                    21.0
           Other                                                  --                --                 0.1                     5.4
                                                        -------------       -----------     ---------------        ----------------
                                                               (25.9)            (30.2)             (184.3)                 (128.6)
                                                        -------------       -----------     ---------------        ----------------
Operating Income (Loss)                                         11.4              22.7               (61.7)                  (74.1)(C)
Less:      Venture Capital, after tax                           (1.5)             10.1               (38.5)                 (103.7)
Add:       Goodwill and Intangibles Amortization                 8.1              15.6               101.3                    57.0
                                                        -------------       -----------     ---------------        ----------------

Cash Operating Income, Excluding Venture
   Capital                                                    $ 21.0            $ 28.2             $  78.1                 $  86.6
                                                        =============       ===========     ===============        ================

(A)      Cumulative effect of accounting changes excludes the cumulative effect of accounting change for venture capital
         partnerships. See (C) below.
(B)      Net realized investment gains and losses for 2002 are presented net of the related impact on the policyholder dividend
         obligation and deferred acquisition cost amortization for 2002.
(C)      Venture capital, after tax includes the cumulative effect of accounting change for venture capital partnerships of $75
         million (pre tax) as management considers this when evaluating the financial performance of the venture capital
         reporting segment.

Note:      For additional information see our financial supplement.