X0202 4 2007-12-14 0001129633 PHOENIX COMPANIES INC/DE PNX 0001283029 POLKINGHORN PHILIP K ONE AMERICAN ROW HARTFORD CT 06102-5056 1 Senior EVP Common 2007-12-14 4 P 0 1000 11.98 A 96251.198 D Common 1200.374 I By 401(k) Restricted Stock Units Common 46456 46456 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 This transaction was undertaken in accordance with a Rule 10b5-1 Plan previously adopted by the Reporting Person. 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. The options vested in approximately three equal installments on each of the first three anniversaries of the grant. The options vest in approximately three equal installments on each of the first three anniversaries of the grant. /s/ John H. Beers, Attorney-in-Fact 2007-12-17