X0202 4 2007-03-05 0001129633 PHOENIX COMPANIES INC/DE PNX 0001283029 POLKINGHORN PHILIP K ONE AMERICAN ROW HARTFORD CT 06102-5056 1 . Common 2007-03-05 4 A 0 52702 0 A 67702 D Common 2007-03-05 4 A 0 16544 0 A 84246 D Common 2007-03-05 4 F 0 21882.817 0 D 62363.183 D Common 1178.631 I By 401(k) Restricted Stock Units Common 46456 46456 D Restricted Stock Units (Employment) Common 35134.565 35134.565 D Stock Option (Right to Buy) 14.22 2014-03-08 Common 50000 50000 D Stock Option (Right to Buy) 14.49 2016-02-02 Common 45000 45000 D Mr. Polkinghorn's performance-contingent RSUs were granted in connection with his hiring. The performance metrics for this award are related to improved performance of the Company's life and annuity business over a three-year period ending December 31, 2006. The final number of RSUs paid under this award was determined, based on maximum achievement of performance objectives (200% of target award), on March 5, 2007 to be 52,702 RSUs, which converted into Common Stock on that date. 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 shares pursuant to the Company's 2004-2006 Long-Term Incentive Plan cycle. In accordance with the provisions of the 2003 Restricted Stock, Restricted Stock Unit and Long-Term Incentive Plan as approved by the shareholders, the Reporting Person has elected to have the reported units withheld for the purpose of satisfying tax withholding obligations. Represents the Reporting Person's pro rata portion of the stock held in the PNX Common Stock Fund as of the date of the event requiring statement pursuant to the Phoenix Savings and Investment Plan. This information is based on information provided by the Plan Trustee as of that date. Pursuant to the terms of Mr. Polkinghorn's employment, he received 46,456.000 restricted stock units ("RSUs"), each representing one share of stock. The RSUs vest on the earlier of (a) February 8, 2010 or (b) a change in control and a termination of Mr. Polkinghorn's employment other than for cause. In the event the RSUs vest, the underlying shares of common stock will immediately become deliverable, without consideration. Additionally, pro rata vesting would apply in the event of death, disability or approved retirement. Thereafter, the terms of Mr. Polkinghorn's employment will require him to retain a fixed percentage of the shares in accordance with the ownership levels applicable to him under the Company's stock ownership and retention guidelines. Pursuant to the terms of Mr. Polkinghorn's employment, he received 35,134.565 restricted stock units ("RSUs"), each representing one share of stock. The RSUs vest on the earlier of (a) March 8, 2007 or (b) a change in control and a termination of Mr. Polkinghorn's employment other than for cause. In the event the RSUs vest, the underlying shares of common stock will become deliverable, without consideration, on March 8, 2007. Thereafter, the terms of Mr. Polkinghorn's employment will require him to retain a fixed percentage of the shares in accordance with the ownership levels applicable to him under the Company's stock ownership and retention guidelines. The options vested in approximately three equal installments on each of the first three anniversaries of the grant. /s/ John H. Beers, Attorney-in-Fact 2007-03-07