8-K

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 (Date of earliest event reported): December 18, 2008

The Phoenix Companies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-16517	06-1599088
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One American Row, Hartford, CT	06102 -5056
(Address of Principal Executive Offices)	(Zip Code)

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

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On December 18, 2008, The Phoenix Companies, Inc. (the “Company”) posted information on its web site intended to answer questions about the Company’s financial strength, investment portfolio and liquidity. The information is presented in a frequently-asked question and answer document, attached hereto as Exhibit 99.1. Exhibit 99.1 makes reference to additional information about the Company’s investment portfolio, which is attached hereto as Exhibit 99.2, and to the Company’s third quarter 2008 earnings presentation slide deck, which is attached hereto as Exhibit 99.3. Exhibits 99.1, 99.2 and 99.3 are incorporated herein by reference and speak only as of the date set forth therein. The Company undertakes no obligation to update this information.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits

The following exhibits are furnished herewith:

99.1 Financial Strength FAQ Document dated December 18, 2008

99.2 Additional Information Regarding the Company’s Investment Portfolio dated December 18, 2008

99.3 Company Third Quarter 2008 Earnings Presentation Slide Deck dated October 30, 2008

* * * * *

SIGNATURES

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 hereunto duly authorized.

THE PHOENIX COMPANIES, INC.

Date: December 18, 2008

By:  /s/  Tracy L. Rich                                                 

        Name: Tracy L. Rich

        Title: Executive Vice President,

                General Counsel and Secretary

EX-99.1

Exhibit 99.1

Financial Strength FAQs

In these extraordinarily dynamic times, questions naturally arise about our general financial strength, and, more specifically, about our investment portfolio and liquidity. The following provides detail on our position at the end of the third quarter that we believe will be useful to shareholders and policyholders.

» Additional information on our investment portfolio (pdf, 257k)

» PNX 3Q08 Earnings Presentation (pdf, 90k)

Q. Is Phoenix financially strong?

A. Yes. Phoenix is well capitalized, with strong liquidity and a stable liability profile, which are paramount in this environment. As of September 30, 2008:

• Phoenix has $835 million in statutory surplus.

• Phoenix has a debt-to-capital ratio of about 18%. Even after the planned spin-off of our Asset Management business, Phoenix’s debt-to-capital ratio will be approximately 21%. Phoenix has no debt maturities until 2032.

• Phoenix carefully matches assets and liabilities and maintains an extra cushion of liquid assets in our investment portfolio necessary for our business needs, even in volatile environments.

• Phoenix’s liability profile is stable, with no exposure to guaranteed investment contracts (GICs), no institutional funding agreements, no securities lending activities, and strong persistency in our core business lines.

• Phoenix has achieved substantial financial flexibility over the last few years and has more options to reinforce our capital position, including our sizable closed block.

Q. Given the market environment, how is Phoenix’s investment portfolio positioned?

A. Phoenix has a well diversified and liquid general account investment portfolio, managed by a team with a successful track record of investing over a variety of market cycles, following a disciplined monitoring process. Here are some key facts about our investment portfolio as of September 30, 2008:

• 91% of bond investments are investment grade.

• Our below investment grade holdings are diversified, and 63% are rated BB, compared with 36% in the Barclay’s U.S. Corporate High Yield Index.

• The holdings are well diversified by industry and quality.

• One-third of the below investment grade bonds are private placement securities that contain financial covenants and protections for bond holders.

• Our emphasis is on liquidity with 72% of bonds invested in public securities.

• Our structured securities are diversified across a number of fixed income sectors.

• Commercial mortgage exposure is in highly rated public securities.

• Residential mortgage exposure is concentrated in agency and prime-rated securities.

• CDO/CLO holdings are largely collateralized by loans and corporate bonds, with no exposure to subprime collateral or CDO squared.

• 3% of the general account portfolio is in structures backed by Alt-A and subprime collateral, with 93% rated AAA and AA.

o 1% of our Alt-A portfolio is in Option ARMs.

o The weighted average credit enhancement of our subprime portfolio is 38.7%.

• We exited direct real estate investments in the late 1990s and have $12.3 million in direct commercial mortgage loans remaining in a run-off portfolio.

• Phoenix has no credit default swap (CDS) exposure.

• 77% of our derivative counterparty exposure is with three large AA-rated banks (JP Morgan Chase, Bank of New York Mellon and Deutsche Bank), and we have no counterparty exposure to Lehman or AIG.

Q. What is Phoenix’s exposure to institutions in the news?

A. Losses relating to a number of financial and other institutions have dominated the news over the last several months. Overall, Phoenix has strict limits on individual exposures that mitigate our loss potential to any one particular entity.

• Based on our review to date, we have no direct general account exposure to funds managed by Bernard L. Madoff Investment Securities. Indirect exposure through hedge fund of fund investments is less than $150,000.

• Our aggregate exposure to economically sensitive industries, including homebuilders, financials and retailers, has been reduced since the end of 2007 and is underweighted relative to the market.

• At September 30, exposure to auto manufacturers GM, Ford and Chrysler was $2.25 million in a single GM security. That security matured in October and was paid in full.

• Total retail industry exposure has a book value of $431 million, with over 75% concentrated in holdings of food and drug retailers that should be less affected by an economic slowdown.

• Total homebuilders industry exposure has a book value of $102.3 million and represents 0.9% of total bonds. Holdings in financial services are broadly diversified across banks, insurance, diversified financial, broker/dealer and others.

• Key exposures (Lehman, AIG, Washington Mutual, Fannie Mae and Freddie Mac) are detailed in the table below:

Phoenix Insurance Companies Investment Portfolio Holdings as of September 30, 2008

Amortized Cost ($ in millions)

Investment Type	Lehman			AIG			WAMU			FNMA		FHLMC
GIC’s		—			—			—		—			—
Senior Debt	$	0.9		$	20.3			—		—		$	26.5
Subordinated Debt		—		$	12.5		$	0.1		—			—
Preferred Stock		—			—			—		—			—
Common Stock		—			—			—		—			—
CDS		—			—			—		—			—
Securities Lending		—			—			—		—			—
Commercial Paper*		—		$	6.7			—		—			—
Derivatives		—			—			—		—			—
Total	$	0.9		$	39.5		$	0.1		—		$	26.5
% of Portfolio		0.01	%		0.33	%		0	%	0	%		0.22	%
Amt. in Closed Block	$	0.3		$	19.0		$	0.0		—		$	21.7

* Note — Indicates amortized cost as of September 30, 2008

Q. Can you provide more detail on your commercial real estate exposure?

A. As of September 30, 2008:

• 94% of commercial mortgage backed securities (CMBS) are rated AAA and AA, and 85% were issued in 2005 or earlier.

• The CMBS portfolio has a higher level of credit enhancement than the market as measured by the Barclays CMBS Index.

• As of September 30, CMBS market value was at 94% of book value.

Q. Can you provide more detail on your residential real estate exposure?

A. As of September 30, 2008:

• Our residential mortgage backed securities (RMBS) holdings are diversified by geography, vintage and collateral, and 94% of our exposure is in AAA rated issues.

• In our non-agency prime RMBS portfolio credit enhancement, delinquencies and loss coverage are better than the market as measured by JP Morgan MBS research.

	Phoenix		Market
Weighted average credit enhancement	9.05	%	4.50	%
Weighted average 60+ day deliquent loan	1.76	%	2.59	%
Phoenix prime portfolio loss coverage: using 25% loss severity	10.6	x	6.9	x

Source: JP Morgan MBS Research — November

Q. How has Phoenix’s liquidity held up in the current environment?

A. As a matter of course, Phoenix closely matches assets and liabilities to maintain a cushion of liquid assets in our investment portfolio to meet our business needs.

• In this volatile environment, we have increased our liquidity position to $866 million through cash, short-term investments, Treasuries and government guaranteed agency mortgage backed securities as of September 30. This represents approximately 8% of our

$10.7 billion total bond portfolio versus an historical liquidity position in the 3% to 4% range.

• From the liability side, we have low disintermediation risk because:

• We have no exposure to guaranteed investment contracts (GICs).

• We have no institutional funding agreements.

• We have no securities lending activities.

• Over 80% of our insurance reserves relate to individual life insurance contracts.

• Given this liability profile, Phoenix has both the ability and intent to continue to hold our positions in the bond portfolio until they mature.

Q. What are the cash needs of Phoenix’s holding company (The Phoenix Companies, Inc.)?

A. We continue to project life company dividend capacity in excess of the 2009 cash needs of the holding company. These needs consist primarily of $22 million in annual interest expense, less than $15 million in operating expenses and the annual shareholder dividend, which is declared at our annual meeting each spring.

Q. How much has Phoenix paid in shareholder dividends, and will the company pay a shareholder dividend in 2009?

A. For 2008, our annual shareholder dividend was $.16 per share for a total of $18 million. Next May, the Board of Directors will review the annual shareholder dividend based on market conditions at that time.

Q. Is Phoenix able to pay its claims?

A. Yes, absolutely. Phoenix has a strong balance sheet, adequate surplus, a liquid asset base, and a quality investment portfolio. These and other key metrics are evaluated by independent rating agencies, and, overall, Phoenix’s current financial strength ratings remain solid.

Phoenix Life Insurance Company Ratings

	Financial Strength Rating	Interpretation
A.M. Best	A	“Excellent”
S&P	BBB+	“Good”
Moody’s	A3	“Good”
Fitch	A	“Strong”

Ratings are as of December 10, 2008. A.M. Best rating ranks 3rd out of 16 ratings. S&P ratings ranks 8th out of 21 ratings. Moody’s rating ranks 7th out of 25 ratings. Fitch’s rating ranks 6th out of 24 ratings. The financial strength and senior debt ratings are assigned to PLIC & PNX and in some cases apply to other Phoenix companies. They also are not applicable to any of our variable accounts, which fluctuate in value and are subject to market risk.

Q. Will the planned spin-off of Asset Management benefit Phoenix’s Life and Annuity

business?

A. We expect the planned spin-off to have a positive long-term impact.

• The planned spin-off will result in a greater focus on our life and annuity business, enhancing our prospects in the marketplace.

• As a pure life and annuity company, Phoenix will continue to develop competitive products, deliver superior service and support our distribution relationships.

• From a financial standpoint, the planned spin-off will reduce the level of intangibles and goodwill on Phoenix’s balance sheet, and, in turn, reduce reported GAAP equity. Even this reduction in equity will leave the company very well capitalized with modest leverage.

Q. What happens if an insurance company becomes insolvent?

A. Insurance company insolvencies are regulated under state insurance laws and policyholders are protected through state insurance guarantee associations. For more information on insolvency issues, go to the National Organization of Life & Health Insurance Guaranty Associations (NOLHGA) Web site.

Forward-Looking Statements

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 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 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) the effects of recent adverse market and economic developments on all aspects of our business; (ii) changes in general market and business conditions, interest rates and the debt and equity markets; (iii) the possibility that mortality rates, persistency rates or funding levels may differ significantly from our pricing expectations; (iv) the availability, pricing and terms of reinsurance coverage generally and the inability or unwillingness of our reinsurers to meet their obligations to us specifically; (v) our dependence on non-affiliated distributors for our product sales, (vi) downgrades in our debt or financial strength ratings; (vii) our dependence on third parties to maintain critical business and administrative functions; (viii) 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; (ix) our ability to attract and retain key personnel in a competitive environment; (x) the poor relative investment performance of some of our asset management strategies and the resulting outflows in our assets under management; (xi) the possibility that the goodwill or intangible assets associated with our asset management business could become impaired, requiring a charge to earnings; (xii) the strong competition we face in our business from mutual fund companies, banks, asset management firms and other insurance companies; (xiii) 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; (xiv) the potential need to fund deficiencies in our Closed Block; (xv) tax developments that may affect us directly, or indirectly through the cost of, the demand for or profitability of our products or services; (xvi) other legislative or regulatory developments; (xvii) legal or regulatory actions; (xviii) changes in accounting standards; (xix) the potential effects of the spin-off of our asset management subsidiary on our expense levels, liquidity and third-party relationships; and (xx) 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.

EX-99.2

1

Investment Portfolio

Public

72%

Private

28%

Bonds $10,699

75%

Policy Loans $2,490

18%

Cash & Short-Term

$312

2%

Venture Capital

$202

1%

Stock

$166

1%

Mortgages & Real Estate

$12

0%

Other Invested Assets

$475

3%

Invested Assets:  $14.4 Billion

$ in millions

Market value as of  September 30, 2008

Exhibit 99.2

2

Financial Sector Holdings

40.2%

0.4%

51.6

64.2

Consumer Finance

53.5%

11.1%

$1,590.9

$1,845.5

Total

-

-

4.3

4.2

Project Finance

54.5%

1.5%

216.9

240.1

REITS

52.9%

0.6%

88.4

93.0

Leasing/Rental

60.9%

2.4%

344.7

385.6

Insurance

33.2%

1.9%

272.4

322.6

Diversified Financial

45.5%

0.6%

83.6

98.2

Commercial Finance

58.9%

1.0%

146.8

158.5

Broker-Dealer

63.1%

2.7%

$382.2

$479.1

Bank

Book

Value

Market

Value

% General

Account

% in Closed

Block

Sector

As of September 30, 2008

Percentages based on market value

$ in millions

3

CMBS Holdings

>

$1.372 billion in book value

>

80% AAA and only 1% BBB or below

>

85% 2005 and prior origination

>

No CMBX exposure

>

5% in CMBS CDO

$ in millions

As of September 30, 2008

$0

$200

$400

$600

$800

$1,000

$1,200

2007

2006

2005

2004 and Prior

AAA

AA

A

BBB

Below BBB

$79.5

$123.8

$93.8 

$1,075.1

AAA

$58.2

$93.4

$77.9

$872.3

$1,101.8

AA

14.8

19.3

11.8

126.8

172.7

A

6.5

11.1

0.0

69.8

87.5

BBB

0.0

0.0

4.1

6.2

10.3

Below BBB

0.0

0.0

0.0

0.0

0.0

Total

$79.5

$123.8

$93.8

$1,075.1

$1,372.2

2007

2006

2005

2004 and Prior

Total

4

CMBS by Year of Origination

Year of Issue

5.2%

-

3.9%

8.1%

4.9%

2007

8.1%

-

10.0%

10.8%

7.5%

2006

5.9%

32.5%

-

6.5%

6.1%

2005

80.8%

67.5%

86.1%

74.6%

81.5%

2004

& Prior

70.2%

9.0%

$1,285.3

$1,372.2

Total

-

0.1%

7.9

10.3

BBB

52.0%

0.5%

74.5

87.4

A

61.3%

1.1%

151.7

172.8

AA

73.3%

7.3%

$1,051.2

$1,101.7

AAA

% in Closed

Block

% General

Account

Market

Value

Book

Value

Rating

As of September 30, 2008

Percentages based on market value

$ in millions

5

CMBS Portfolio

As of September 30, 2008

Sources: Barclays CMBS Index, Trepp

Weighted average credit enhancement

27%

25%

Weighted average credit enhancement

(U.S. Treasury defeasance adjusted)

36%

28%

Interest Only (I/O) loans

29%

65%

Weighted average coupon

6.89

5.93

Weighted average LTV

68.8%

68.5%

Weighted average DSC

1.81x

1.53x

Weighted average loan age

81 months

40 months

Phoenix

Market

6

Residential MBS by Rating

As of September 30, 2008

Percentages based on market value

$ in millions

0.5%

0.8%

3.0%

0.2%

-

BB &

Below

53.1%

5.0%

34.7%

39.6%

76.6%

% in

Closed

Block

1.5%

0.5%

3.7%

93.8%

12.8%

$1,839.9

$2,043.7

Total

4.7%

1.3%

6.4%

86.8%

1.4%

201.9

247.9

Subprime

1.3%

2.6%

12.9%

80.2%

1.6%

231.5

302.0

Alt-A

3.0%

-

4.9%

91.9%

3.6%

513.4

594.7

Prime

-

-

-

100.0%

6.2%

$893.1

$899.1

Agency

BBB

A

AA

AAA

%

General

Account

Market

Value

Book

Value

Rating

7

Non-Agency Prime RMBS Holdings

>

$594.7 million book value

>

91% AAA rated

>

83% 2005 and prior origination

>

88% fixed rate

>

82% 2006-2007 originations are

super senior classes

$ in millions

As of September 30, 2008

$0

$50

$100

$150

$200

$250

$300

$350

$400

2007

2006

2005

2004 and Prior

AAA

AA

A

BBB

Below BBB

$17.6

$86.2

$112.2

2007

2006

2005

2004 and Prior

Total

AAA

$17.6

$86.2

$106.1

$331.7

$541.6

AA

0.0

0.0

0.8

31.4

32.2

A

0.0

0.0

4.2

15.5

19.8

BBB

0.0

0.0

0.0

0.0

0.0

Below BBB

0.0

0.0

1.1

0.0

1.1

Total

$17.6

$86.2

$112.2

$378.6

$594.7

$378.6

8

Non-Agency Prime RMBS Holdings

As of September 30, 2008

Source:

JP

Morgan

MBS

Research

–

November

2008

Phoenix

Market

Weighted average credit enhancement

9.05%

4.50%

Weighted average 60+ day delinquent loan

1.76%

2.59%

Phoenix prime portfolio loss coverage: using 25% loss severity

20.6x

6.9x

9

AAA

$12.3

$92.5

$72.8

$62.5

$240.1

AA

0.0

0.0

0.0

43.6

43.6

A

0.0

0.0

2.7

5.7

8.4

BBB

0.0

0.0

3.0

0.0

3.0

Below BBB

0.0

7.0

0.0

0.0

7.0

Total

$12.3

$99.5

$78.5

$111.8

$302.1

Non-Agency Alt-A RMBS Holdings

>

$302 million book value

>

94% AAA or AA rated

>

63% 2005 and prior originations

>

Below AAA ratings are concentrated

in 2004 and prior vintages

$0

$20

$40

$60

$80

$100

$120

2007

2006

2005

2004 and Prior

AAA

AA

A

BBB

Below BBB

$ in millions

As of September 30, 2008

$12.3

$99.5

$78.5

$111.6

2007

2006

2005

2004 and Prior

Total

10

Residential MBS ALT-A Collateral

As of September 30, 2008

Percentages based on market value

$ in millions

-

-

-

100.0%

-

-

7.0

7.0

BB & Below

Year of Issue

8.5%

27.1%

25.9%

34.4%

4.1%

1.6%

$231.5

$302.0

Total

-

-

100.0%

-

-

-

3.0

3.0

BBB

53.2%

12.0%

34.8%

-

-

0.1%

5.9

8.3

A

47.5%

52.5%

-

-

-

0.2%

29.9

43.6

AA

1.3%

25.0%

29.6%

39.0%

5.1%

1.3%

$185.7

$240.1

AAA

2003 &

Prior

2004

2005

2006

2007

% General

Account

Market

Value

Book

Value

Rating

11

Non-Agency Alt-A RMBS Holdings

>

97% fixed versus 30% market

>

1% in option ARM exposure

As of September 30, 2008

Sources:

JP

Morgan

MBS

Research

–

November

2008

Merrill

Lynch

Loan

Performance

–

October

2008

Option ARM

1%

32%

Alt-A ARM

2%

38%

Alt-A Fixed

97%

30%

60+ Delinquent

10%

16.6%

Phoenix

Alt-A Market

12

Residential MBS Subprime

Collateral

As of September 30, 2008

Percentages based on market value

$ in millions

-

-

29.2%

70.8%

-

-

1.6

2.4

BB & Below

Year of Issue

8.5%

22.6%

29.8%

17.0%

22.1%

1.4%

$201.9

$247.9

Total

7.0%

43.4%

9.3%

40.3%

-

0.1%

9.6

21.2

BBB

-

-

-

100.0%

-

-

2.7

6.3

A

46.4%

-

1.0%

-

52.6%

0.1%

12.8

19.8

AA

6.1%

23.7%

33.5%

15.1%

21.6%

1.2%

$175.2

$198.2

AAA

2003 &

Prior

2004

2005

2006

2007

% General

Account

Market

Value

Book

Value

Rating

13

AAA

$44.1

$31.2

$65.0

$57.9

$198.2

AA

11.1

0.0

0.2

8.5

19.8

A

0.0

6.2

0.0

0.0

6.2

BBB

0.0

9.0

4.0

8.2

21.2

Below BBB

0.0

2.5

0.0

0.0

2.5

Total

$55.2

$48.9

$69.2

$74.6

$247.9

Non-Agency Subprime

RMBS Holdings

>

$247.9 million book value

>

88% rated AAA or AA

>

81% fixed rate vs. 24.2% for

ABX

index

>

Phoenix 60+ day delinquent

16.3% vs. 38.9% for the ABX index

$0

$10

$20

$30

$40

$50

$60

$70

$80

2007

2006

2005

2004 and Prior

AAA

AA

A

BBB

Below BBB

$ in millions

As of September 30, 2008

1

ABX=2007-2, 2007-1, 2006-2 and 2006-1 subprime Index

$55.2

$48.9

$69.2  

$74.6

2007

2006

2005

2004 and Prior

Total

1

14

Non-Agency Subprime

RMBS Holdings

>

Phoenix fixed rate loan

60+ day delinquent equals 10.5%

>

Phoenix weighted average credit

enhancement 38.7%

>

81% of Phoenix subprime

mortgages collateralized by

fixed rate loans

60+ Day Delinquent Fixed Rate vs. ARM

Loan Performance

Source:

JP

Morgan

HEL

ABS

Performance

–

November

2008

12.0%

10.5%

35.6%

31.0%

Market ARM

Phoenix ARM

Market Fixed

Phoenix Fixed

15

CDO Holdings

As of September 30, 2008

Percentages based on market value

$ in millions

11.3%

100.0%

-

-

-

13.7%

BB &

Below

41.3%

-

55.3%

100.0%

51.1%

36.9%

% in Closed

Block

15.7%

22.8%

34.9%

26.6%

0.3%

50.2

72.9

CMBS

36.6%

28.7%

19.5%

3.9%

2.3%

$340.7

$389.6

Total

-

-

-

-

-

4.6

4.6

RMBS

-

-

100.0%

-

-

3.7

3.9

High-Yield Debt

10.2%

3.9%

85.9%

-

0.3%

36.4

36.5

Inv Grade Debt

46.1%

34.5%

5.7%

-

1.7%

$245.8

$271.7

Bank Loans

BBB

A

AA

AAA

% General

Account

Market

Value

Book

Value

Collateral

-

-

BB &

Below

-

-

% in Closed

Block

100.0%

-

-

-

0.1%

$8.1

$16.9

Total

100.0%

-

-

-

0.1%

$8.1

$16.9

Bank Loans

BBB

A

AA

AAA

% General

Account

Market

Value

Book

Value

Collateral

EX-99.3

Earnings Review

Third Quarter 2008

October 30, 2008

Exhibit 99.3

2

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

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

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)

the

effects

of

recent

adverse

market

and

economic

developments

on

all

aspects

of

our

business;

(ii)

changes

in

general

market

and

business

conditions,

interest

rates

and

the

debt

and

equity

markets;

(iii)

the

possibility

that

mortality

rates,

persistency

rates

or

funding

levels

may

differ

significantly

from

our

pricing

expectations;

(iv)

the

availability,

pricing

and

terms

of

reinsurance

coverage

generally

and

the

inability

or

unwillingness

of

our

reinsurers

to

meet

their

obligations

to

us

specifically;

(v)

our

dependence

on

non-affiliated

distributors

for

our

product

sales,

(vi)

downgrades

in

our

debt

or

financial

strength

ratings;

(vii)

our

dependence

on

third

parties

to

maintain

critical

business

and

administrative

functions;

(viii)

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;

(ix)

our

ability

to

attract

and

retain

key

personnel

in

a

competitive

environment;

(x)

the

poor

relative

investment

performance

of

some

of

our

asset

management

strategies

and

the

resulting

outflows

in

our

assets

under

management;

(xi)

the

possibility

that

the

goodwill

or

intangible

assets

associated

with

our

asset

management

business

could

become

impaired,

requiring

a

charge

to

earnings;

(xii)

the

strong

competition

we

face

in

our

business

from

mutual

fund

companies,

banks,

asset

management

firms

and

other

insurance

companies;

(xiii)

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;

(xiv)

the

potential

need

to

fund

deficiencies

in

our

Closed

Block;

(xv)

tax

developments

that

may

affect

us

directly,

or

indirectly

through

the

cost

of,

the

demand

for

or

profitability

of

our

products

or

services;

(xvi)

other

legislative

or

regulatory

developments;

(xvii)

legal

or

regulatory

actions;

(xviii)

changes

in

accounting

standards;

(xix)

the

potential

effects

of

the

spin-off

of

our

asset

management

subsidiary

on

our

expense

levels,

liquidity

and

third-party

relationships;

and

(xx)

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

investors

with

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

our

financial

supplement

for

the

third

quarter

of

2008,

which

is

available

on

our

Web

site,

www.phoenixwm.com

in

the

Investor

Relations

section.

3

Overview of Investment in Virtus

>

Harris Bankcorp

will make a $45 million investment in Virtus

8% convertible

preferred stock

>

Preferred stock is convertible into 23% of Virtus

common stock at an

aggregate equity value for Virtus

of $195.6 million ($45 million / 23%)

>

Redeemable at the end of 6 years; putable

at the end of year 7 at liquidation

preference

>

8% preferred dividend payable in cash or additional securities

Benefits to Phoenix

>

Supports successful separation of Asset

Management

>

Provides valuation benchmark for

Phoenix

and

Virtus

shareholders

>

Provides additional financial flexibility

Benefits to Virtus

>

Provides sponsorship and valuation

benchmark

>

Provides capital to successfully launch

new company

>

Extends existing strategic relationship

4

Financial Highlights

>

Net loss of $339.5 million or, $2.97 per share driven by goodwill and

intangible impairment in Asset Management

>

Operating earnings of $15 million or $0.13 per share excluding impairment

•

Stable life insurance earnings

•

Annuities affected by market decline

•

Asset Management affected by market impact on AUM

•

Unusual transaction costs of $5.1 million; severance and restructuring costs of $3.0

million

>

Book value post-impairment of $1.53 billion or $13.35 per share ($2.11

billion or $18.46 per share ex AOCI)

>

Realized investment losses after offsets of $21.0 million

5

1

Includes net earnings of debt securities pledged as collateral and non-recourse collateralized obligations

(421.7)

-

(10.5)

-

-

Asset Management impairment

(5.1)

(8.7)

(7.5)

-

-

Transaction & Proxy Expenses

$0.13

$0.13

-

$0.24

$0.29

Operating Income (Loss) Per Share excl. impairment

$(2.97)

$0.05

$(0.13)

$0.03

$0.30

Net Income (Loss) Per Share

-

-

-

(4.7)

-

Discontinued Operations Income (Loss)

(6.0)

(4.0)

(2.8)

1.9

2.6

Asset Management excl. impairment

$6.2

(8.6)

$14.8

5.6

$20.4

$33.1

(12.4)

1.1

$44.4

2Q08

$(339.5)

(21.9)

$(317.6)

(93.1)

$(410.7)

$22.1

(11.2)

(9.5)

$42.8

3Q08

$(14.4)

(14.3)

$(0.1)

(0.5)

$(0.6)

$20.2

(13.1)

(4.1)

$37.4

1Q08

$34.8

1.3

$33.5

6.3

$39.8

$37.2

(11.4)

5.3

$43.3

3Q07

$3.2

(20.5)

$28.4

13.1

$41.5

$39.6

(10.8)

3.1

$47.3

4Q07

Net Income (Loss)

Net

Realized

Gains

(Losses)

Operating Income (Loss)

Sub Total

Life Insurance

Income Tax expense (Benefit)

Pretax Operating Income

Corporate & Other (ex. transaction & proxy expenses)

Annuity

Earnings Summary

$ in millions except per share amounts

1

6

3Q07

4Q07

1Q08

2Q08

3Q08

Closed Block

Other Traditional

3Q07

4Q07

1Q08

2Q08

3Q08

UL

VUL

Other

$ in millions

Traditional Life

Pre-tax Operating Income

Core Life

Pre-tax Operating Income

Earnings Review: Life Insurance

$21.0

$20.5

$14.6

$20.5

$22.3

$26.8

$22.8

$23.9

$19.5

$23.3

7

Earnings Review: Life Insurance

71%

68%

49%

50%

70%

3Q07

4Q07

1Q08

2Q08

3Q08

39%

44%

45%

54%

61%

3Q07

4Q07

1Q08

2Q08

3Q08

VUL Mortality Margin

UL Mortality Margin

1

Excludes private placements

1

8

$96

$141

$113

$69

$56

3Q07

4Q07

1Q08

2Q08

3Q08

$ in millions

Life Insurance Sales

Annualized Life Sales

Policies Sold and Inforce

3,551

5,659

4,541

4,311

4,523

$160.6

$147.5

$152.6

$156.0

$158.4

3Q07

4Q07

1Q08

2Q08

3Q08

Policy Count Sold

Total Life Insurance Inforce

1

Excludes private placements

$ in billions

1

9

3Q07

4Q07

1Q08

2Q08

3Q08

3Q07

4Q07

1Q08

2Q08

3Q08

$5.3

$3.1

$1.1

Pre-tax Operating Income

Funds

Under

Management

1 

Excludes private placements & discontinued products

$ in millions except for FUM chart which is in billions

3Q07

4Q07

1Q08

2Q08

3Q08

3Q07

4Q07

1Q08

2Q08

3Q08

Inflows

Outflows

Earnings Review: Annuities

$(4.1)

$141

$196

$176

$169

$4.3

$4.3

$4.1

$(152)

$(149)

$(134)

$(136)

Net flows

$(11)      $47

$33        $42        $35

$4.1

$(9.5)

$154

$(120)

$3.7

1

1

1

1

10

Terminated account

$1.30

$1.20

$1.30

$0.99

$0.94

3Q07

4Q07

1Q08

2Q08

3Q08

Outflows

$46.5

$42.5

$34.5

$33.4

$28.7

3Q07

4Q07

1Q08

2Q08

3Q08

Assets Under Management

Inflows

$ in billions

($2.1)

($2.0)

($3.2)

($1.6)

(5.7)

3Q07

4Q07

1Q08

2Q08

3Q08

Earnings Review: Asset Management

Net flows

$(0.8)    $(0.9)      $(4.4)     $(2.2)     $(0.7)

11

(3.7)

(3.7)

(4.5)

-

-

Indirect Expenses

0.2

0.8

0.3

0.6

0.4

Other Income –

Net

$41.9

$44.9

$47.4

$53.1

$53.9

Revenues

(36.8)

(38.3)

(38.4)

(43.8)

(44.0)

Direct Expenses (ex depreciation)

$(427.7)

$(4.0)

$(13.3)

$1.9

$2.6

Operating Income Before Taxes

429.3

7.7

18.1

8.0

7.7

Amortization & Depreciation

$1.6

$3.7

$4.8

$9.9

$10.3

EBITDA

2Q08

1Q08

4Q07

3Q07

3Q08

$ in millions

Earnings Review: Asset Management

12

(4.6)

0.2

(3.6)

-

-

Fair Value Option Securities

(0.6)

-

-

-

-

Debt Securities Pledged as Collateral

$(8.5)

17.7

$(26.2)

0.1

$(26.5)

2Q08

$(16.6)

30.9

$(47.5)

(3.5)

$(40.4)

1Q08

$(21.9)

11.4

$(33.3)

(2.3)

$(31.0)

4Q07

$1.7

(2.2)

$3.9

9.2

$(5.3)

3Q07

$(21.0)

Realized Gains/Losses After Offsets

(39.6)

Offsets (PDO, DAC, Taxes)

$(60.6)

Total Realized Gains/Losses

(17.2)

Transaction Gains/Losses

$(38.2)

3Q08

Gross Impairments

$ in millions

Realized Loss Trend

1

Excluding debt securities pledged as collateral

1

1

13

19.4%

$(399.7)

Total Gross Unrealized Losses After Offsets

11.4

(235.6)

Gross

Unrealized

Losses

After

Offsets

–

Closed

Block

8.0%

$(164.1)

Gross

Unrealized

Losses

After

Offsets

–

Open

Block

51.8%

$(1,096.1)

Total Gross Unrealized Losses

27.4

(580.1)

Gross

Unrealized

Losses

–

Closed

Block

24.4%

% of GAAP

equity

$(516.0)

$ millions

Gross

Unrealized

Losses

–

Open

Block

Unrealized Losses

As of September 30, 2008

1

Based

on

total

stockholders’

equity

excluding

accumulated

other

comprehensive

income

(loss)

2

Gross unrealized losses after offsets for deferred policy acquisition cost adjustments and taxes

3

Gross unrealized losses after offsets for policyholder dividend obligation and taxes

$ in millions

1

2

3

14

Strong Liquidity Position

>

Phoenix has modest redemption/liquidity risk

•

No GICs

•

No institutional funding agreements

•

No bank-owned life insurance

•

No securities lending

•

No material rating triggers

>

We have added high quality, liquid positions to the investment portfolio

>

Holding company requirements are modest and predictable

15

Phoenix Life Statutory Results

>

Statutory surplus of $835 million

>

Estimated RBC >325%

>

Year-to-date statutory gain from operations of $20.7 million

Leverage

>

Debt/capital: 18.1%

Additional Metrics

16

Appendix

Investment Portfolio Update

17

Investment Portfolio

Public

72%

Private

28%

Bonds $10,699

75%

Policy Loans $2,490

18%

Cash & Short-Term

$312

2%

Venture Capital

$202

1%

Stock

$166

1%

Mortgages & Real Estate

$12

0%

Other Invested Assets

$475

3%

Invested Assets:  $14.4 Billion

Market value as of  September 30, 2008

$ in millions

18

Residential MBS by Rating

As of September 30, 2008

Percentages based on market value

$ in millions

0.5%

0.8%

3.0%

0.2%

-

BB &

Below

53.1%

5.0%

34.7%

39.6%

76.6%

% in Closed

Block

1.5%

0.5%

3.7%

93.8%

12.8%

$1,839.9

$2,043.7

Total

4.7%

1.3%

6.4%

86.8%

1.4%

201.9

247.9

Subprime

1.3%

2.6%

12.9%

80.2%

1.6%

231.5

302.0

Alt-A

3.0%

-

4.9%

91.9%

3.6%

513.4

594.7

Prime

-

-

-

100.0%

6.2%

$893.1

$899.1

Agency

BBB

A

AA

AAA

% General

Account

Market

Value

Book

Value

Rating

19

Residential MBS Subprime

Collateral

As of September 30, 2008

Percentages based on market value

$ in millions

-

-

29.2%

70.8%

-

-

1.6

2.4

BB & Below

Year of Issue

8.5%

22.6%

29.8%

17.0%

22.1%

1.4%

$201.9

$247.9

Total

7.0%

43.4%

9.3%

40.3%

-

0.1%

9.6

21.2

BBB

-

-

-

100.0%

-

-

2.7

6.3

A

46.4%

-

1.0%

-

52.6%

0.1%

12.8

19.8

AA

6.1%

23.7%

33.5%

15.1%

21.6%

1.2%

$175.2

$198.2

AAA

2003 &

Prior

2004

2005

2006

2007

% General

Account

Market

Value

Book

Value

Rating

20

Residential MBS ALT-A Collateral

As of September 30, 2008

Percentages based on market value

$ in millions

-

-

-

100%

-

-

7.0

7.0

BB & Below

Year of Issue

8.5%

27.1%

25.9%

34.4%

4.1%

1.6%

$231.5

$302.0

Total

-

-

100%

-

-

-

3.0

3.0

BBB

53.2%

12.0%

34.8%

-

-

0.1%

5.9

8.3

A

47.5%

52.5%

-

-

-

0.2%

29.9

43.6

AA

1.3%

25.0%

29.6%

39.0%

5.1%

1.3%

$185.7

$240.1

AAA

2003 &

Prior

2004

2005

2006

2007

% General

Account

Market

Value

Book

Value

Rating

21

CMBS by Year of Origination

Year of Issue

5.2%

-

3.9%

8.1%

4.9%

2007

8.1%

-

10.0%

10.8%

7.5%

2006

5.9%

32.5%

-

6.5%

6.1%

2005

80.8%

67.5%

86.1%

74.6%

81.5%

2004 &

Prior

70.2%

9.0%

$1,285.3

$1,372.2

Total

-

0.1%

7.9

10.3

BBB

52.0%

0.5%

74.5

87.4

A

61.3%

1.1%

151.7

172.8

AA

73.3%

7.3%

$1,051.2

$1,101.7

AAA

% in Closed

Block

% General

Account

Market

Value

Book

Value

Rating

As of September 30, 2008

Percentages based on market value

$ in millions

22

CDO Holdings

As of September 30, 2008

Percentages based on market value

$ in millions

11.3%

100%

-

-

-

13.7%

BB &

Below

41.3%

-

55.3%

100.0%

51.1%

36.9%

% in Closed

Block

15.7%

22.8%

34.9%

26.6%

0.3%

50.2

72.9

CMBS

36.6%

28.7%

19.5%

3.9%

2.3%

$340.7

$389.6

Total

-

-

-

-

-

4.6

4.6

RMBS

-

-

100%

-

-

3.7

3.9

High-Yield Debt

10.2%

3.9%

85.9%

-

0.3%

36.4

36.5

Inv Grade Debt

46.1%

34.5%

5.7%

-

1.7%

$245.8

$271.7

Bank Loans

BBB

A

AA

AAA

% General

Account

Market

Value

Book

Value

Collateral

-

-

BB &

Below

-

-

% in Closed

Block

100%

-

-

-

0.1%

$8.1

$16.9

Total

100%

-

-

-

0.1%

$8.1

$16.9

Bank Loans

BBB

A

AA

AAA

% General

Account

Market

Value

Book

Value

Collateral

23

Financial Sector Holdings

$ in millions

40.2%

0.4%

51.6

64.2

Consumer Finance

53.5%

11.1%

$1,590.9

$1,845.5

Total

-

-

4.3

4.2

Project Finance

54.5%

1.5%

216.9

240.1

REITS

52.9%

0.6%

88.4

93.0

Leasing/Rental

60.9%

2.4%

344.7

385.6

Insurance

33.2%

1.9%

272.4

322.6

Diversified Financial

45.5%

0.6%

83.6

98.2

Commercial Finance

58.9%

1.0%

146.8

158.5

Broker-Dealer

63.1%

2.7%

$382.2

$479.1

Bank

Book

Value

Market

Value

% General

Account

% in Closed

Block

Sector

As of September 30, 2008

Percentages based on market value