1129633--2/29/2008--PHOENIX_COMPANIES

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{loss, insurance, financial}

{condition, economic, financial}

{customer, product, revenue}

{investment, property, distribution}

{capital, credit, financial}

{debt, indebtedness, cash}

{personnel, key, retain}

{financial, litigation, operation}

{competitive, industry, competition}

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We could be adversely affected by unfavorable general economic and business conditions, as well as by specific factors such as the performance of the debt and equity markets and changes in interest rates. Our profitability may decline if mortality rates, persistency rates or funding levels differ significantly from our pricing expectations. We may incur losses if our reinsurers are unwilling or unable to meet their obligations under reinsurance contracts. The availability, pricing and terms of reinsurance may not be sufficient to protect us against losses. We depend on non-affiliated distribution for our product sales and if our relationships with these distributors were harmed, we could suffer a loss in revenues. Downgrades to debt and financial strength ratings could increase policy surrenders and withdrawals, adversely affect relationships with distributors, reduce new sales and increase our future borrowing costs. Our business operations, investment returns, and profitability could be adversely affected by inadequate performance of third-party relationships. The independent trustees of our mutual funds and closed-end funds, intermediary program sponsors, managed account clients and institutional asset management clients could terminate their contracts with us. This would reduce our investment management fee revenues. We might be unable to attract or retain personnel who are key to our business. Poor relative investment performance of some of our asset management strategies may result in outflows of assets under management and lower revenues. Goodwill or intangible assets associated with our asset management business could become impaired requiring a charge to earnings in the event of significant market declines, net outflows of assets, or losses of investment management contracts. We face strong competition in our businesses from mutual fund companies, banks, asset management firms and other insurance companies. This competition could impair our ability to retain existing customers, attract new customers and maintain our profitability. Because we are a holding company with no direct operations, the inability of our subsidiaries to pay dividends to us in sufficient amounts would harm our ability to meet our obligations and pay future dividends. We might need to fund deficiencies in our Closed Block, which would result in a reduction in net income and could result in a reduction in investments in our on-going business. Changes in tax laws may decrease sales and profitability of products and increase our tax costs. Potential changes in federal and state regulation may increase our business costs and required capital levels, which could adversely affect our business, consolidated operating results, financial condition or liquidity. Legal and regulatory actions are inherent in our businesses and could result in financial losses or harm to our businesses. Changes in accounting standards issued by the Financial Accounting Standards Board or other standard-setting bodies may adversely affect our financial statements. We may be adversely affected by the spin-off of PXP.

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1129633--2/29/2008--PHOENIX_COMPANIES_INC/DE