Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) As previously disclosed in the current report filed by The Phoenix Companies, Inc. (the "Company") on October 9, 2012, the Company promoted Bonnie J. Malley, one of the Company's Named Executive Officers, to Executive Vice President, Chief Financial Officer and Treasurer, effective as of November 15, 2012. On November 15, 2012, the Compensation Committee (the "Committee") of the Company's Board of Directors approved the following related changes in compensatory arrangements, effective as of November 15, 2012:

The Committee granted Ms. Malley an annual base salary of $385,000. Ms. Malley's annual incentive plan target was set at $335,000 and her long-term incentive plan target was set at $330,000. Ms. Malley's compensation, benefits, and participation in other programs and arrangements remain unchanged in all other respects except benefits based on salary and/or incentive compensation.

* * * * *

---