X0202 4 2007-01-03 0001129633 PHOENIX COMPANIES INC/DE PNX 0001176402 BROWNING PETER C ONE AMERICAN ROW HARTFORD CT 06102-5056 1 Common 8141 D Restricted Stock Units (Director Retainer) 0 2007-01-03 4 A 0 933.132 0 A Common 933.132 13368.755 D Stock Option (Right to Buy) 16.2 2003-06-25 Common 13700 13700 D In accordance with the Company's 2003 Restricted Stock, Restricted Stock Unit and Long-Term Incentive Plan as approved by the shareholders, the Reporting Person received the reported Restricted Stock Units ("RSUs") as a portion of the Reporting Person's compensation as a member of the Board of Directors. Each RSU represents the right to receive on share of common stock and the underlying shares of common stock will be issued, without consideration, following the termination of the Reporting Person's service as a member of the Board of Directors. The options may be exercised until the earlier of: (a) three years after the termination of service on the Board of Directors; or (b) the tenth anniversary of the date the option was granted. /s/ John H. Beers, Attorney-in-Fact 2007-01-04