X0303 4 2009-07-01 0001129633 PHOENIX COMPANIES INC/DE PNX 0001216573 OLIVER AUGUSTUS K ONE AMERICAN ROW HARTFORD CT 06102-5056 1 Common 5387.474 D Common 5688206 I By Davenport Partners, L.P., JE Partners and Oliver Press Master Fund, L.P. Restricted Stock Units (Director Retainer) 0 2009-07-01 4 A 0 7543.103 0 A Common 7543.103 23991.375 D The Reporting Person is the (i) Managing Member of Oliver Press Investors, LLC, a Delaware limited liability company and the general partner of each of Davenport Partners, L.P., a Delaware limited partnership ("Davenport"), JE Partners, a Bermuda partnership ("JE"), and Oliver Press Master Fund, L.P., a Cayman limited partnership ("Master Fund" and, together with Davenport and JE, the "Partnerships"), and (ii) Managing Member of Oliver Press Partners, LLC, a Delaware limited liability company and the investment adviser to each of the Partnerships. As of May 2, 2008, Davenport held 76,860 shares, JE held 4,908,375 shares, and Master Fund held 702,971 shares of Common Stock of the Company. The Reporting Person may therefore be deemed to beneficially own a proportionate interest in the shares of Common Stock of the Company held by the Partnerships. The Reporting Person's interest in the securities reported is limited to the extent of his pecuniary interest in the Partnerships, if any. 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 one 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. Upon ultimate realization of cash proceeds with respect to the RSUs, such cash proceeds may be applied as a credit against management fees payable by the Partnerships. The Reporting Person's interest in the securities reported on Table II herein is limited to the extent of his pecuniary interest in such securities, if any. /s/ John H. Beers, Attorney-in-Fact 2009-07-02