Summary of PHOENIX COMPANIES INC/DE

Item 1.01 Entry into a Material Definitive Agreement.

On January 18, 2013, The Phoenix Companies, Inc. (the "Company") and U.S. Bank National Association, as successor trustee to SunTrust Bank, as trustee (the "Trustee") under the Indenture (the "Indenture") governing the Company's 7.45% Quarterly Interest Bonds due 2032 (the "Bonds"), executed a First Supplemental Indenture amending the Indenture (the "Supplemental Indenture"), which Supplemental Indenture became effective on such date.

On January 16, 2013, the Company announced the success of its consent solicitation relating to the Bonds conducted pursuant to its Consent Solicitation Statement dated December 12, 2012 (the "Consent Solicitation Statement"). Holders of $166,360,925 in aggregate principal amount of the Bonds, representing 65.84% of the $252,682,375 in outstanding principal amount of Bonds as of the December 11, 2012 record date for the consent solicitation, consented to the amendments to the Indenture set forth in the Supplemental Indenture (the "Amendments") and the related waiver (the "Waiver"). The consents received from holders are in excess of the requisite majority of the outstanding principal amount of the Bonds necessary to approve the Amendments and the Waiver. Pursuant to the terms of the Indenture, Bonds owned by the Company or its affiliates were not deemed outstanding for purposes of the consent solicitation and, as a result, did not participate in the consent solicitation.

The Amendments provide that until 5:30 p.m., New York City time on March 31, 2013, any failure by the Company to comply with the sections of the Indenture relating to the filing of the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012 ("Third Quarter 2012 Form 10-Q") and deliver any related notice of default to the Trustee will not constitute defaults under the Indenture, and that the Company's filing of the Third Quarter 2012 Form 10-Q on a delayed basis on or prior to March 31, 2013 will satisfy its obligations under the reporting covenant in the Indenture. The Waiver provides that any and all defaults and events of default occurring under the Indenture prior to the effectiveness of the Supplemental Indenture are waived.

Additional details regarding the Amendments and the Waiver are contained in the Consent Solicitation Statement, which was furnished as Exhibit 99.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2012.

The foregoing is intended to be a summary of the terms of the Supplemental Indenture and is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference as if fully set forth herein.