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Important disclosures
This presentation may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We intend these
forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating to forward-looking statements. These forward-
looking statements include statements relating to trends in, or representing management’s beliefs about, our future transactions, strategies, operations and
financial results, and often contain words such as “will,” “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “should” and other similar words or
expressions. Forward-looking statements are made based upon management’s current expectations and beliefs concerning trends and future developments
and their potential effects on us. They are not guarantees of future performance. Our actual business, financial condition or results of operations may differ
materially from those suggested by forward-looking statements as a result of risks and uncertainties, which include, among others: (i) unfavorable general
economic developments including, but not limited to, specific related factors such as the performance of the debt and equity markets and changes in interest
rates; (ii) the potential adverse affect of interest rate fluctuations on our business and results of operations; (iii) the effect of adverse capital and credit market
conditions on our ability to meet our liquidity needs, our access to capital and our cost of capital; (iv) the effect of guaranteed benefits within our products; (v)
potential exposure to unidentified or unanticipated risk that could adversely affect our businesses or result in losses; (vi) the consequences related to variations
in the amount of our statutory capital due to factors beyond our control; (vii) the possibility that we not be successful in our efforts to implement a new business
plan; (viii) the impact on our results of operations and financial condition of any required increase in our reserves for future policyholder benefits and claims if
such reserves prove to be inadequate; (ix) changes in our investment valuations based on changes in our valuation methodologies, estimations and
assumptions; (x) further downgrades in our debt or financial strength ratings; (xi) the possibility that mortality rates, persistency rates, funding levels or other
factors may differ significantly from our assumptions used in pricing products; (xii) the availability, pricing and terms of reinsurance coverage generally and the
inability or unwillingness of our reinsurers to meet their obligations to us specifically; (xiii) our ability to attract and retain key personnel in a competitive
environment; (xiv) our dependence on third parties to maintain critical business and administrative functions; (xv) the strong competition we face in our
business from banks, insurance companies and other financial services firms; (xvi) our reliance, as a holding company, on dividends and other payments from
our subsidiaries to meet our financial obligations and pay future dividends, particularly since our insurance subsidiaries' ability to pay dividends is subject to
regulatory restrictions; (xvii) the potential need to fund deficiencies in our closed block; (xviii) tax developments that may affect us directly, or indirectly through
the cost of, the demand for or profitability of our products or services; (xix) the possibility that the actions and initiatives of the U.S. Government, including
those that we elect to participate in, may not improve adverse economic and market conditions generally or our business, financial condition and results of
operations specifically; (xx) legislative or regulatory developments; (xxi) regulatory or legal actions; (xxii) potential future material losses from our discontinued
reinsurance business; (xxiii) changes in accounting standards; (xxiv) the potential effect of a material weakness in our internal control over financial reporting
on the accuracy of our reported financial results; and (xxv) other risks and uncertainties described herein or in any of our filings with the SEC.
This information is provided as of March 31, 2011. Certain other factors which may impact our business, financial condition or results of operations or which
may cause actual results to differ from such forward-looking statements are discussed or included in our periodic reports filed with the SEC and are available
on our Web site, www.phoenixwm.com in the Investor Relations section. You are urged to carefully consider all such factors. We do not undertake or plan to
update or revise forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections, or other circumstances occurring
after the date of this presentation, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. If we
make any future public statements or disclosures which modify or impact any of the forward-looking statements contained in or accompanying this
presentation, such statements or disclosures will be deemed to modify or supersede such statements in this presentation.
