Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 10, 2012, The Phoenix Companies, Inc. (the "Company") filed with the State of Delaware an amendment to the Amended and Restated Certificate of Incorporation of the Company ("Certificate of Incorporation"), effective as of 11:59 p.m., Eastern time on August 10, 2012. The amendment to Section 1 of the Certificate of Incorporation reduces the number of authorized shares of the Company's common stock from 1,000,000,000 to 50,000,000 in connection with the previously announced 1-for-20 reverse stock split. The Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 8.01 Other Events.

On August 13, 2012, The Phoenix Companies, Inc. (the "Company") issued a news release announcing that its 1-for-20 reverse stock split of the Company's common stock became effective following market close on Friday, August 10, 2012. Following the reverse stock split, the Company is offering an odd lot program for post-reverse stock split shareholders who hold fewer than 100 shares. Requests under the program must be received by September 21, 2012, unless the Company extends the program. The news release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are furnished herewith:

3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of The Phoenix Companies, Inc.

99.1 News Release of The Phoenix Companies, Inc. dated August 13, 2012.

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