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