UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

x Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

THE PHOENIX COMPANIES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which the transaction applies:

(2) Aggregate number of securities to which the transaction applies:

(3) Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of the transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Commencing on March 26, 2008, certain directors and members of senior management of The Phoenix Companies, Inc. will use the slide deck set forth below in meetings with shareholders:

Investor Briefing

March 2008

1

Important Disclosures

This presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 which, by their nature, are subject to risks and uncertainties.

We intend for 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 our future transactions, strategies, operations and financial results, as well as other statements including, but not limited to,

words such as “anticipate,”

“believe,”

“plan,”

“estimate,”

“expect,”

“intend,”

“may,”

“should”

and other similar expressions. Forward-looking statements are made based upon our current

expectations

and

beliefs

concerning

trends

and

future

developments

and

their

potential

effects

on

us.

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

market

and

business

conditions,

interest

rates

and

the

debt

and

equity

markets;

(ii)

the

possibility

that

mortality

rates,

persistency

rates

or

funding

levels

may

differ

significantly

from

our

pricing

expectations;

(iii)

the

availability,

pricing

and

terms

of

reinsurance

coverage

generally

and

the

inability

or

unwillingness

of

our

reinsurers

to

meet

their

obligations

to

us

specifically;

(iv)

our

dependence

on

non-affiliated

distributors

for

our

product

sales,

(v)

downgrades

in

our

debt

or

financial

strength

ratings;

(vi)

our

dependence

on

third

parties

to

maintain

critical

business

and

administrative

functions;

(vii)

the

ability

of

independent

trustees

of

our

mutual

funds

and

closed-end

funds,

intermediary

program

sponsors,

managed

account

clients

and

institutional

asset

management

clients

to

terminate

their

relationships

with

us;

(viii)

our

ability

to

attract

and

retain

key

personnel

in

a

competitive

environment;

(ix)

the

poor

relative

investment

performance

of

some

of

our

asset

management

strategies

and

the

resulting

outflows

in

our

assets

under

management;

(x)

the

possibility

that

the

goodwill

or

intangible

assets

associated

with

our

asset

management

business

could

become

impaired,

requiring

a

charge

t

o earnings;

(xi)

the

strong

competition

we

face

in

our

business

from

mutual

fund

companies,

banks,

asset

management

firms

and

other

insurance

companies;

(xii)

our

reliance,

as

a

holding

company,

on

dividends

and

other

payments

from

our

subsidiaries

to

meet

our

financial

obligations

and

pay

future

dividends,

particularly

since

our

insurance

subsidiaries’

ability

to

pay

dividen

ds is

subject

to

regulatory

restrictions;

(xiii)

the

potential

need

to

fund

deficiencies

in

our

Closed

Block;

(xiv)

tax

developments

that

may

affect

us

directly,

or

indirectly

through

the

cost

of,

the

demand

for

or

profitability

of

our

products

or

services;

(xv)

other

legislative

or

regulatory

developments;

(xvi)

legal

or

regulatory

actions;

(xvii)

changes

in

accounting

standards;

(xviii)

the

potential effects of the spin-off of our asset management subsidiary on our expense levels, liquidity and third-party relationships; and (xix) other risks and uncertainties described herein or in any

of our filings with the SEC. We undertake no obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

In

managing

our

business,

we

analyze

our

performance

on

the

basis

of

“operating

income”

which

does

not

equate

to

net

income

as

determined

in

accordance

with

GAAP.

Rather,

it

is

the

measure of profit or loss used by our management to evaluate performance, allocate resources and manage our operations. We believe that operating income, and measures that are derived

from or incorporate operating income, are appropriate measures that are useful to investors as well, because they identify the earnings of, and underlying profitability factors affecting, the

ongoing operations of our business.  Operating income is calculated by excluding realized investment gains (losses) and certain other items because we do not consider them to be related to

our operating performance. The size and timing of realized investment gains (losses) are often subject to our discretion. Certain other items are also excluded from operating income if, in our

opinion, they are not indicative of overall operating trends. The criteria used to identify an item that will be excluded from operating income include: whether the item is infrequent and is material

to

our

income;

or

whether

it

results

from

a

change

in

regulatory

requirements,

or

relates

to

other

unusual

circumstances.

Items

excluded

from

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. Some of these items may be significant components of net

income

in

accordance

with

GAAP.

Accordingly,

operating

income,

and

other

measures

that

are

derived

from

or

incorporate

operating

income,

are

not

substitutes

for

net

income,

or

measures

that are derived from or incorporate net income, determined in accordance with GAAP and may be different from similarly titled measures of other companies.  Within our Asset Management

segment, we also consider earnings before interest, taxes, depreciation and amortization (“EBITDA”).  Our management believes EBITDA provides additional perspective on the operating

efficiency and profitability of the Asset Management segment. EBITDA represents pre-tax operating income before depreciation and amortization of goodwill and intangibles.  Total operating

return on equity (“ROE”) is an internal performance measure used in the management of our operations, including our compensation plans and planning processes. Our management believes

that

this

measure

provides

investorswith

a

useful

metric

to

assess

our

performance

and

the

effectiveness

of

our

use

of

historic

capital.

ROE

is

calculated

by

dividing

(i)

total

operating

income,

by

(ii)

average

equity,

excluding

accumulated

OCI,

FIN

46-R

and

discontinued

operations.

Total

operating

return

on

tangible

equity

("return

on

tangible

equity")

is

also

an

internal

performance

measure

used

in

the

evaluation

of

our

operations.

Our

management

believes

that

this

measure

provides

investors

with

a

useful

metric

to

assess

our

performance

and

the

effectiveness

of

our

use

of

current

capital.

Return

on

tangible

equity

is

calculated

by

dividing

(i)

total

operating

income,

by

(ii)

average

equity,

excluding

accumulated

OCI,

FIN

46-R,

discontinued

operations

and

the

carrying

value

of

goodwill

and

intangible

assets.

More

detailed

financial

information,

including

reconciling

information

regarding

our

non-GAAP

financial

measures,

can

be

found

in

the

Appendix

hereto,

and

in

our

financial

supplement

for

the

fourth

quarter

of

2007,

which

is

available

on

our

web

site,

www.phoenixwm.com

in

the

Investor

Relations

section.

In

connection

with

our

2008

Annual

Meeting,

we

have

filed

a

definitive

proxy

statement,

BLUE

proxy

card

and

other

materials

with

the

U.S.

Securities

and

Exchange

Commission.

The

Phoenix

Companies, Inc. and its directors and executive officers are deemed to be participants in the solicitation of proxies from its shareholders in connection with our upcoming annual meeting and the

notice

we

received

from

one

of

our

shareholders.

Information

regarding

the

special

interests

of

the

directors

and

executive

officers

in

the

proposals

that

are

the

subject

of

the

meeting

is

include

d in

the

proxy

statement

that

we

have

filed.

Our

shareholders

are

strongly

advised

to

read

the

proxy

statement

filed

in

connection

with

the

annual

meeting

carefully

before

making

any

voting

or

investment decision, as it contains important information. Shareholders are able to obtain this proxy statement, any amendments or supplements to the proxy statement, along with the annual,

quarterly

and

special

reports

we

file,

for

free

at

theweb

site

maintained

by

the

Securities

and

Exchange

Commission

at

www.sec.gov

or

at

our

web

site

at

www.phoenixwm.com,

in

the

Investor

Relations

section.

In

addition,

copies

of

the

proxy

materials

may

be

requested

by

contacting

our

proxy

solicitor,

Morrow

&

Co.,

LLC,

toll-free

at

(800)

414-4313.

Banks

and

Brokers

may

call collect at (203) 658-9400.

2

Agenda

•

Profile and History of Phoenix

•

Value Creation Through Business Momentum

•

Oliver Press Campaign: Nothing New

•

Strong Governance Profile

3

Phoenix history and profile

Profile

•

Life, Annuity & Asset Management business focus

•

$1.3 billion market capitalization

History

•

PNX demutualization and IPO in June 2001 at share price of $17.50

•

Difficult economic environment after September 11, 2001, compounded by concentrated equity

market exposures drove significant financial losses in 2001 and 2002; three-notch downgrade

by

Moody’s

on

November

25,

2002

•

New CEO on January 1, 2003; share price $7.60

•

Board, CEO and strengthened management team have acted decisively in past five years to

position company for growth; 17%

1

operating EPS CAGR

Objective

•

Seek to maintain this momentum by asking shareholders to keep existing board intact and

reject Oliver Press slate

1. 2003-2007 Operating EPS; 2002 Operating EPS $(0.61); after fully dilutive effect of equity units, which converted to shares in 2006; no

share repurchases for PNX since 2002.

4

Growing business with great potential

Actions taken to strengthen Phoenix

Rebuilt balance sheet

Recreated effective infrastructure for company

-

Established risk management framework

-

Rebuilt talent pool

-

Improved expense profile

Reinvigorated growth engines of Life and Annuity business through strengthened and expanded

core distribution and products

Repaired investment and financial performance, organizational structure and net flows of Asset

Management business

Next steps to drive growth

•

Realize value through executing planned asset management spin-off

•

Enhance shareholder value through expected redeployment of closed block capital: structures in

place –

continuous review of redeployment opportunities that meet return hurdles, provide strategic

fit and support strong ratings

•

Use Operational Excellence to drive growth

•

Launch new business initiatives (Life Solutions and Alternative Financial Solutions) to enhance

growth in Life & Annuity

5

Rebuilt life company balance sheet

•

Increased statutory surplus while:

-

Supporting strong sales growth

-

Nearly $1 billion in cumulative

annualized life premium

-

$2.4 billion in cumulative annuity

deposits

-

Making $80.5 million in pension plan

contributions

-

Paying $284.5 million in dividends to

holding company

•

Increased RBC at even greater pace

-

Disposed of almost $1 billion in high-risk,

non-strategic assets

-

Discontinued sale of low-profit, capital-

intensive products

$1,040.7

$961.5

2003

2007

2003

2007

310%

419%

PLIC Risk-Based Capital Ratio

PLIC Statutory Surplus + AVR

$ in millions

6

Life & Annuity business vibrant and growing

•

Successfully established partnerships with key

insurance/annuity distributors

-

State Farm

-

National Life Group

-

Jefferson National

-

Brokerage General Agent channel

•

Improved service and operations to meet distribution

partner needs

•

Improved open block operating earnings almost eight-fold

between 2003 and 2007 ($19.3 million to $148.7 million

pre-tax)

•

Continued consistent growth at State Farm

-

10,600 agents enrolled to sell Phoenix products;

penetration has grown to approximately 50% with

significant upside remaining

-

Life sales: $51 million; up 15% from 2006 and

targeting $100 million by 2010

-

Annuity deposits: $391 million, up 43% from 2006

-

Cumulative sales of $290 million in life premium and

$1.2 billion in annuity deposits

-

Shareholder since IPO, with approximate 5.1%

ownership, publicly stated support for existing Board

and management

$352

$259

$137

$117

$81

2003

2004

2005

2006

2007

$627

$620

$423

$313

$415

2003

2004

2005

2006

2007

36%

51%

1. Life and annuity sales exclude private placements.

2. Annuity deposits exclude discontinued products.

Life Sales

Annualized Premium¹

Annuity Deposits

1, 2

$ in millions

7

Earnings and credit profile materially stronger

Return on Equity

2001

2002

2003

2004

2005

2006

2007

2001

2002

2003

2004

2005

2006

2007

Operating Income

$59.8

$78.9

$100.6

$135.3

3.0%

4.2%

5.0%

5.6%

2001

2002

2003

2004

2005

2006

2007

Interest Coverage

4.8x

5.7x

3.9x

4.3x

4.6x

$ in millions

3.9%

$87.1

22.5%

20.2%

26.2%

25.5%

24.9%

25.0%

20.5%

2001

2002

2003

2004

2005

2006

2007

6.675% senior notes matured 02/08

Debt / Capital

16.0%

Net Income      $(215.2)   $(272.3)   $(6.2)     $86.4    $108.4

$99.9    $123.9

$(59.4)

$(74.6)

(3.5)%

(2.9)%

(1.6)x

1.3x

8

Significant accomplishments in 2007

•

Extended State Farm contract to

2016, five additional years

•

Entered BGA distribution channel

with strong results

•

Agreed with National Life Group  to

promote Phoenix variable annuities

and add their Sentinel Funds

•

Agreed with Jefferson National to

develop a low-cost, no-load

variable annuity aimed at the fee-

based advisor market

•

Formed two new businesses: Life

Solutions and Alternative Financial

Solutions

•

Record operating income of $135.3

million; 22% CAGR since 2003

•

Record Life & Annuity pre-tax

operating earnings of $215.7

million

•

Record life sales of $425 million

•

Record mutual fund sales of $3.6

billion

•

51% year-over-year growth in

annuity deposits to $627 million

•

5.6% ROE; 7.9% return on tangible

equity

Business Highlights

Results

9

Asset management stabilized and rebuilt

A.U.M. ($bn)

EBITDA

($mm)

Significant 

restructuring

efforts undertaken

in PXP

2003                 2004

2005

2006

2007

•

Purchased

Capital West

minority

interest

•

Purchased

Walnut minority

interest

•

SASCO

adoption

•

Purchased KAR

minority interest

•

Purchased

Seneca minority

interest

•

Vontobel

adoptions

•

Sub-advisory

strategy

•

Harris Insight

funds adoption

•

7 fund mergers

•

6 fund

liquidations

•

7 fund mergers

•

3 fund

liquidations

Performance

1

1-Yr

32%

36%

43%

68%                         57%

3-Yr

45%

39%

39%

66%

61%

5-Yr

63%

63%

60%

68%                         60%

1. Percentage of funds exceeding their benchmarks for each time period.

$27.2

$36.1

$35.0

$36.9

$38.9

$46.3

$42.9

$37.4

$45.0

$42.5

Net Income ($mm)          $(9.7)                     $(1.6)    

$(14.4)                     $(25.8)             

$3.6

Net Flows ($bn)             $(1.2)                     $(6.6)  

$(5.6)                      $(4.0)           

$(0.5)

10

The right time to spin off PXP

•

PXP strategically well-positioned

Multi-boutique asset manager; flexible with diverse investment and distribution capabilities

Retail fund platform has broad, balanced product offerings, including high-quality sub-advisory

relationships

Strong investment performance across a variety of products

Broad and powerful distribution access to all major wirehouses and platforms

Innovative product development capabilities and management team (e.g., “Diversifier”)

Continuing growth in revenue and scale benefits would support margin upside

Alignment of ownership and incentives of managers and shareholders through planned spin-off

•

Benefits of planned spin-off

-

Can be catalyzing event for Asset Management

-

Both businesses can focus exclusively on their own strategies

-

Positive ROE impact for the new Phoenix

-

Marketplace can value each business independently; clarifies obscured value of asset

management business

-

Expense

structure of each company can be appropriately sized, eliminating excess overhead

11

Illustrative impact of planned spin-off

Shareholders

Asset Management SpinCo

The Phoenix Companies, Inc.

Book Value

$1,693

$14.82

Operating Income

2

$134

$1.16

Return on Equity

7.5%  

Aggregate  Per Share

1

AUM

$40.4 bn

Revenues

$203.2

EBITDA

3

$37 -

$42

$ in millions, except per share

1. Book value per basic shares outstanding (114.3 million); operating earnings per average diluted shares outstanding (116.0 million).

2. Phoenix 2007 operating earnings less SpinCo operating earnings.

3. Excludes Goodwin’s 2007 EBITDA of approximately $5 million, and is adjusted to reflect a new expense structure for the independent company.

Note:  Numbers are for purposes of illustration and are not a guarantee of actual results.

Phoenix figures reflect expected illustrative impact of planned PXP spin-off at December 31, 2007,

including

adjustment

to

stockholders’

equity

and

reduction

in

operating

earnings.

We

intend

to

eliminate remaining allocated corporate expenses in the next 18 to 24 months while the figures above

assume that remaining allocated corporate expenses are eliminated immediately.

12

Closed block: a significant opportunity for

enhancing shareholder value

•

Created at time of demutualization to segregate

assets and liabilities of participating

policyholders

•

Significantly larger structural constraint than

other demutualizations: largest closed block as

a percentage of general account assets

•

Currently represents 32% of GAAP equity with

very stable mid-single-digit returns

•

Significant opportunity to enhance returns

through effectively executed capital

redeployment

22%

17%

27%

29%

52%

Phoenix

Metlife

John

Hancock

Prudential

AmerUs

Closed Block Assets as a %

of General Account Assets at IPO

13

Closed block: a valuable asset to be

deployed strategically

•

Have continuously and actively assessed

monetization opportunities since 2002

-

Rating agency views on leverage treatment

have evolved

-

Market developments have positioned us to

monetize using several different techniques

-

Strengthened balance sheet and core earnings

growth create basis for transformational action

•

Focus on potential uses of proceeds that:

-

Meet return hurdles

-

Maintain soundness of the block and support

core business

-

Meet rating agency requirements

•

Unwilling to settle for sub-optimal use of proceeds

-

Rating agencies hesitant to endorse share

repurchases

-

Need to remain disciplined with respect to

acquisitions

Moody’s, May 2003

Phoenix recently announced that it will not

implement a securitization of Phoenix Life’s closed

block related assets at this time.  While such a

transaction might have improved the company’s

overall liquidity position, Moody’s would have

treated the proceeds of such a transaction as an

increase in PNX’s overall financial leverage.

Standard & Poor’s, April 2007

…the potential monetization of its closed block

provides for significant financial flexibility.

Redeployment of proceeds would be expected to go to

the life and annuity lines of business and not to a

share repurchase program.

Moody’s, March 2006

Phoenix has publicly stated that a key 2006 corporate

objective is to consider monetizing the closed block in an

effort to improve the company's overall ROE. Such an

effort, if successful, could considerably raise the overall

ROE of the life and annuity segment since the closed block

requires almost half of the segment's total capital

allocation. At this time, Moody's is unable to evaluate the

potential credit effects of such a possibility since no

specific transaction has yet been proposed. The use of the

proceeds from the closed block's monetization would be an

important consideration in Moody's evaluation of such a

transaction.

14

Opportunities to drive growth in earnings

Operational Excellence

•

Combines Lean and strict expense discipline to meet goal of providing high-quality products

and services to customers and distribution partners, delivered cost effectively and with speed

•

2008 Goal: $15-$20 million increase in pre-tax earnings related to operating efficiencies

New Businesses in Life and Annuity

•

Alternative Financial Solutions

-

Extends

features

of

life

and

annuity

products

to

other

financial

products

•

Guaranteed

Retirement

Income

Solution:

provides

annual

stream

of

income

for

life

•

Longevity Product: provides protection against outliving one’s assets

•

Life Solutions

-

Initially will participate in originations of life settlements as well as in the institutional arena

15

Key initiatives and goals

•

Increase pre-tax operating earnings

$15-$20 million through Operational

Excellence

-

Building on operating expense

reductions of $108 million from

2004-2006

•

Continue to invest in Life & Annuity

growth through:

-

New and expanded distribution

initiatives

-

New businesses: Life Solutions &

Alternative Financial Solutions

•

Complete planned spin-off

•

Implement expense rationalization

resulting from planned spin-off

•

Continue to seek appropriate uses of

proceeds for a closed block

monetization

•

Double-digit ROE: 10% by 2010

•

Double-digit CAGR in operating EPS,

2008-10

•

Top 10 life insurance company in

sales

•

Top 20 seller of variable annuities

2010

2008

16

Executive compensation

Compensation aligns with shareholder interests

•

In 2003, the Board established pay-for-performance

policy with overhaul of long-term and short-term plans

-

Heavily weighted total comp to variable pay

-

ROE improvement key metric

-

LTI plan paid in performance RSUs

-

Aggressive targets: LTI paid in 2 of last 5 years,

Annual plan paid in 3 of last 5 years

•

Executive compensation targets market levels

-

Compensation targeted at levels based on 12

smaller life insurance companies in Diversified

Insurance Study of Executive Compensation

(“DIS”)

•

Between 2002 and 2007, reduced number of change

in control agreements by 75%

-

Terms are aligned to current and emerging

market practice

CEO Compensation

•

80% of targeted compensation through

performance-based incentives

•

Actual compensation below target for 2 out of

last 5 years

•

2007 compensation of $4.9 million reported in

proxy reflects accruals of time-vested and

performance-contingent

awards,

change

in

pension value and non-qualified deferred

compensation

earnings,

and

includes

the

following:

Salary

$950,000

2007 Annual incentive

$1,923,000

Long-term incentive

$0

Other compensation

$144,143

17

The Oliver Press campaign: no new ideas

“Deal with

Cost

Structure”

Monetize Closed

Block

Undertake

Strategic Review

The Facts

Oliver Press Criticisms

•

Company should undertake a

“complete strategic review”

focused on capital deployment

•

PNX Board has reviewed, and continues to

actively and thoroughly review, strategic and

financial options, with input from advisors

•

Reviews resulted in critical strategic initiatives,

including, most recently, planned spin-off of PXP

•

”We believe there are several

possible transactions that

would serve the dual purpose

of raising the claims-paying

(“financial strength”) rating for

these policies and produce

higher returns for

stockholders.”

•

PNX has already been actively exploring closed

block alternatives with advisors

•

PNX has put structures in place and will execute

the optimal alternative deliberately and

expeditiously

•

Oliver Press acknowledges they have no new

ideas for a closed block transaction

•

Rating agencies have affirmed that use of

proceeds will determine rating impact

•

Company should take

“aggressive steps”

to “deal

with”

operating expenses

•

Various aggressive expense reduction initiatives

implemented since 2002 resulting in 30% head

count reduction, including sale of career agency

force, outsourcing IT infrastructure while building

for long-term value

•

Operating expenses reduced by $108 million 2004-

2006; additional expense reductions to be

implemented in 2008 as part of Operational

Excellence

Oliver Press “proposals”

lag PNX Board’s actions to enhance shareholder value

18

Oliver Press criticisms mischaracterize facts

Executive

Compensation

Operating

Expenses

•

Phoenix cost structure is

“out of step”

with

comparable companies

•

We believe that the $90 million in expense

reductions Oliver Press has spoken about are

unrealistic

•

Comparisons with companies with different

products, distribution and customers are not

meaningful

•

PNX recently engaged Deloitte to conduct an

expense review that suggested an approximately 

$30 million annual reduction would bring the

corporate

expense

structure

to

a

“bare

bones”

level

•

Compensation not

aligned with performance

•

PNX compensation plan rigorously tied to ROE

benchmarks (0.1% miss in long-term targets in ’02-’04

resulted in no payout).

•

Misleading characterization: $22 million relates to 27

years of prior service ($13 million pension benefit; $9

million to deferred compensation, savings plans, and

RSUs)

•

Standard supplemental pension plan is broad-based,

covering almost 400 participants; 27 SVPs or above

•

Phoenix believes transparent disclosure in

compliance with SEC requirements is in the interest of

all shareholders

•

$49 million combined

compensation change-in-

control package for CEO

•

$141 million “special

pension account”

•

43 pages of disclosure

on executive

compensation

The Facts

Oliver Press Criticisms

19

Oliver Press criticisms mischaracterize facts

Stock Price

Ratings

•

“Since 2001 company has had no

fewer than 5 downgrades”

•

Significant challenges in first 18 months

as public company –

ended 2002 at $7.60

•

Appreciated 109% 2003-2006 to $15.89

•

Despite record earnings, 2007 a

challenging year for PNX shares

•

Remains up substantially in current CEO

tenure (up 60% through 3/25/08)

•

Outperformed S&P Life Index since

planned spin-off announced

The Facts

Oliver Press Criticisms

•

Mostly old news; only S&P has acted

since April 2005

•

Maintained A rating with AM Best since

1993

•

Positive momentum with agencies

including recent outlook change to

positive at AM Best

•

Agencies acknowledge Phoenix’s

improvement through:

-

Continued strong balance sheet

-

Continued earnings expansion

-

Elimination of ratings negatives

-

Use of closed block proceeds

•

“The company’s stock is trading

approximately 38% lower today

than its public offering price

nearly seven years ago”

20

Adding risk to Phoenix’s business

Disruptive of

Spin-off and

Strategic Review

Process

Questions

Regarding Long-

Term Focus

Relationships with

Key

Constituencies

•

State Farm

-

In 2007, 14% of PNX life sales and 62% of annuity deposits

-

5.1% owner of PNX stock, with long-term perspective

-

Publicly expressed concerns regarding Oliver Press’s disruption of Phoenix’s

business and strategy

•

“Aggressive”

cost reduction approach suggested by Oliver Press could

-

Negatively impact company

-

Raise concerns with distribution partners and policyholders

-

Undermine growth initiatives

•

Oliver Press has failed to provide specifics on closed block alternatives

•

Phoenix currently executing the planned PXP spin-off and determining the best

alternative for closed block monetization

•

Oliver Press is running a distracting proxy fight in an attempt to oust qualified

and experienced directors

•

There is a risk of significant slow-down or disruption of critical strategic

initiatives

•

Oliver Press rhetoric provides ammunition for competitors, potentially resulting

in lost sales and higher surrenders

Oliver Press “proposals”

seem to add risk to our business

21

Phoenix commitment to strong governance

Actively Engaged

Highly Rated

Fresh Perspectives

Independent

Oversight

•

12 out of 13 directors are independent

•

Lead independent director chairs Executive Committee, conducts all

meetings of independent directors, can call a meeting of the Board

•

Independent directors meet without CEO

•

Five directors added since IPO while shrinking board from 17 to 13,

including the removal of three inside directors

•

Three directors, or ~25% of board, added in past three years

•

ISS CGQ scores:

-

99% v. Russell 3000

-

95% v. Insurance Peers

•

All committees except Executive Committee comprised solely of

independent directors

•

Executive Committee chaired by lead independent director with CEO

serving as member

•

Five regularly scheduled board meetings per year through 2007; six per

year starting in 2008

•

Committee meetings: 22 in person; 23 telephonic in 2007

•

Frequent informal dialogue among directors

22

Phoenix directors: the right choice

•

PNX directors have proactively undertaken initiatives to resolve

performance and structural issues, the same initiatives Oliver Press is

calling for

Key Initiatives

•

PNX directors have the support of major shareholders, including State

Farm, our largest shareholder and an important business partner

Support of Key

Constituents

•

PNX

directors

initiated

a

meeting

with

Oliver

Press

after

Oliver

Press

disclosed its concerns following its several meetings with

management.  Directors have remained open to a constructive

dialogue with them

•

Governance Committee considered and evaluated Oliver Press’s

nominees consistent with past practices

Responsive to

Shareholders

Phoenix’s directors are actively involved in driving the business, have the

support of major shareholders and are responsive to shareholder concerns

23

Phoenix directors:

deep experience, independence & continuity

Alfiero

Haire

Johnson

•

Shares: 208,667

•

Director since 1988

•

Previous lead

director

•

Financial/audit

experience

•

Director HSBC

•

Shares: 45,114

•

Director since 1999

•

Extensive media/

internet expertise

•

Former publisher of

TIME

•

Shares: 61,312

•

Director since 2000

•

Former Chairman/

CEO Greenpoint

•

Financial/audit

experience

•

Director Freddie Mac

Oliver

Clinton

Santillo

•

Indirect beneficial

ownership of shares

through Oliver Press:

5,688,206

•

No prior financial

services company

experience

•

Hedge fund principal

•

Shares: 10,000

(1/23/08)

•

No public company

board experience

•

P&C insurance

company

experience; no life

insurance

experience

•

Shares: 10,000

(1/24/08)

•

No public company

board experience

•

Former insurance

executive

•

Not actively

employed

Oliver Press

Nominees

Phoenix

Directors

Note: Phoenix director holdings include restricted stock units.

24

Summary: “New blood”

–

Can it hurt?

•

Phoenix’s

core

life

business

is

sensitive

to

the

stability

and

strength

of

the

company

–

real

and

perceived.  Distribution partners, independent agents and current and prospective policyholders

are primarily concerned with the long-term ability of the company to meet its promises to

policyholders and stability of company

•

The current board has effectively steered the turnaround of the company through external and

internal challenges, driving significant financial improvement and business growth that positions

the company for enhanced shareholder returns

•

Phoenix is not a large company, but its structural and legacy challenges are complex beyond its

size; thoughtfulness, a longer-term perspective and experience are key for realizing the potential

for increased shareholder value

•

The

current

board

has

taken

significant

transformational

actions

when

they

were

supported

by

sound strategic reasons: a prime example is the sale of the company’s career life insurance

agency force

•

Governance at Phoenix is working: governance scores are excellent, director independence

unassailable.  There have been regular additions of new board members.  Compensation

practices

have

been

continually

enhanced

and

recalibrated

to

the

market

–

they

are

performance-based, grounded in competitive analysis and aligned with shareholders

25

Vote Your Blue

Proxy Card

Experience

Phoenix Directors

Constructive

Strategic Plan

Building Long-

Term Value

Disruption

& Cost

Increased Risk

Extracting Short-

Term Value

Oliver Press Nominees

Appendix

27

Reconciliation of Income Measures

$ in millions

December 31,

2001

2002

2003

2004

2005

2006

2007

Total Operating Income

(74.6)

(59.4)

59.8

78.9

100.6

87.1

135.3

Net Realized Investment Gains

(43.0)

(39.3)

3.2

11.8

25.5

21.8

(8.9)

Realized Gains (Losses) -

Investments Pledged as Collateral Consolidated Under FIN 46-R

(12.5)

(26.3)

(2.4)

(12.9)

1.3

(1.0)

1.0

Realized and Unrealized Gains (Losses) on Equity Investment in Aberdeen

-

-

(55.0)

55.9

(7.0)

Share of Aberdeen's Extraordinary Charge for FSA Settlement

-

-

-

(14.7)

Surplus Notes Tender Costs

-

-

-

(6.4)

Management Restructuring and Early Retirement Costs

(15.5)

(28.5)

(8.4)

(21.9)

(12.5)

(9.1)

Other, Demutualization Related Items

(55.7)

13.8

Other income

5.3

-

1.3

Income (Loss) from Continuing Operations

(196.0)

(139.7)

(1.5)

90.7

107.9

98.8

127.4

Income (Loss) from Discontinued Operations

(2.6)

(2.3)

(4.7)

(4.3)

0.5

1.1

(3.5)

Income (Loss) before Cumulative Effect of Accounting changes

(198.6)

(142.0)

(6.2)

86.4

108.4

99.9

123.9

Cumulative Effect of Accounting changes

(16.6)

(130.3)

-

-

-

-

-

Net Income (Loss)

(215.2)

$       

(272.3)

$       

(6.2)

$           

86.4

$        

108.4

$    

99.9

$       

123.9

$   

28

Reconciliation of Operating Income to EBITDA

$ in millions

December 31,

2003

2004

2005

2006

2007

Asset Management Pre-tax Operating Income (Loss)

(8.7)

$        

0.1

$         

(10.5)

$      

(28.6)

$      

7.4

$        

Adjustments for:

Intangible asset amortization and impairments

33.2

33.8

43.8

64.5

30.4

Depreciation

2.7

2.2

1.7

1.0

1.1

EBITDA

27.2

$       

36.1

$       

35.0

$       

36.9

$       

38.9

$      

IMPORTANT INFORMATION REGARDING THE SOLICITATION AND

PARTICIPANTS THEREIN

In connection with its 2008 Annual Meeting, The Phoenix Companies, Inc. has filed a definitive proxy statement, BLUE proxy card and other materials with the U.S. Securities and Exchange Commission. The Phoenix Companies, Inc. and its directors and executive officers may be deemed to be participants in the solicitation of proxies from its shareholders in connection with our upcoming annual meeting and the notice we received from one of our shareholders. Information regarding the special interests of the directors and executive officers in the proposals that are the subject of the meeting is included in the proxy statement that we have filed. The Phoenix Companies, Inc.’s shareholders are strongly advised to read the proxy statement filed in connection with the annual meeting carefully before making any voting or investment decision, as it contains important information. Shareholders are able to obtain this proxy statement, any amendments or supplements to the proxy statement, along with the annual, quarterly and special reports we file, for free at the web site maintained by the Securities and Exchange Commission at www.sec.gov or at our web site at www.phoenixwm.com, in the Investor Relations section. In addition, copies of the proxy materials may be requested by contacting our proxy solicitor, Morrow & Co., LLC, toll-free at (800) 414-4313. Banks and Brokers may call collect at (203) 658-9400.

FORWARD-LOOKING STATEMENTS

The discussion herein may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend for 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 our future strategies, operations and financial results, as well as other statements including, but not limited to, 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 us. 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 market and business conditions, interest rates and the debt and equity markets; (ii) the possibility that mortality rates, persistency rates or funding levels may differ significantly from our pricing expectations; (iii) the availability, pricing and terms of reinsurance coverage generally and the inability or unwillingness of our reinsurers to meet their obligations to us specifically; (iv) our dependence on non-affiliated distributors for our product sales, (v) downgrades in our debt or financial strength ratings; (vi) our dependence on third parties to maintain critical business and administrative functions; (vii) the ability of independent trustees of our mutual funds and closed-end funds, intermediary program sponsors, managed account clients and institutional asset management clients to terminate their relationships with us; (viii) our ability to attract and retain key personnel in a competitive environment; (ix) the poor relative investment performance of some of our asset management

strategies and the resulting outflows in our assets under management; (x) the possibility that the goodwill or intangible assets associated with our asset management business could become impaired, requiring a charge to earnings; (xi) the strong competition we face in our business from mutual fund companies, banks, asset management firms and other insurance companies; (xii) our reliance, as a holding company, on dividends and other payments from our subsidiaries to meet our financial obligations and pay future dividends, particularly since our insurance subsidiaries’ ability to pay dividends is subject to regulatory restrictions; (xiii) the potential need to fund deficiencies in our Closed Block; (xiv) tax developments that may affect us directly, or indirectly through the cost of, the demand for or profitability of our products or services; (xv) other legislative or regulatory developments; (xvi) legal or regulatory actions; (xvii) changes in accounting standards; (xviii) the potential effects of the spin-off of our asset management subsidiary on our expense levels, liquidity and third-party relationships; and (xix) other risks and uncertainties described herein or in any of our filings with the SEC. We undertake no obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.