##### Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K



(Mark one)



|þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2007

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from              to

Commission file number 333-20277

PHL
VARIABLE INSURANCE COMPANY

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Connecticut                                                    |  | 06-1045829                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|One American Row, Hartford, Connecticut                        |  | 06102-5056                          
|(Address of principal executive offices)                       |  | (Zip Code)                          
|(860) 403-5000                                                
|(Registrants telephone number, including area code)          

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    YES  ̈    NO þ

Indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.    YES  ̈    NO þ

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.    YES þ    NO
 ̈

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of accelerated filer, large accelerated filer
and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ̈        Accelerated filer  ̈        Non-accelerated filer þ        Smaller reporting company  ̈

(Do not check if smaller reporting company)

Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    YES  ̈    NO þ

PHL
Variable Insurance Company is a wholly-owned indirect subsidiary of The Phoenix Companies, Inc., and there is no market for the registrants common stock. As of March 1, 2008, there were 500 shares of the registrants common stock
outstanding.

The registrant meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing this Form with
the reduced disclosure format permitted by that General Instruction.



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TABLE OF CONTENTS



|              |  |                                                                                                              |  |     
|------------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|Part I        |  |                                                                                                              |  | Page
|              |  |                                                                                                             
|Item 1.       |  | Business                                                                                                     |  | 3   
|Item 1A.      |  | Risk Factors                                                                                                 |  | 7   
|Item 1B.      |  | Unresolved Staff Comments                                                                                    |  | 11  
|Item 2.       |  | Properties                                                                                                   |  | 11  
|Item 3.       |  | Legal Proceedings                                                                                            |  | 12  
|Item 4.       |  | Submission of Matters to a Vote of Security Holders                                                          |  | 12  
|              |  |                                                                                                             
|Part II       |  |                                                                                                              |  |     
|              |  |                                                                                                             
|Item 5.       |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 13  
|Item 6.       |  | Selected Financial Data                                                                                      |  | 13  
|Item 7.       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 14  
|Item 7A.      |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 26  
|Item 8.       |  | Financial Statements and Supplementary Data                                                                  |  | 29  
|Item 9.       |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 29  
|Item 9A.      |  | Controls and Procedures                                                                                      |  | 29  
|Item 9B.      |  | Other Information                                                                                            |  | 30  
|              |  |                                                                                                             
|Part III      |  |                                                                                                              |  |     
|              |  |                                                                                                             
|Item 10.      |  | Directors, Executive Officers and Corporate Governance                                                       |  | 31  
|Item 11.      |  | Executive Compensation                                                                                       |  | 31  
|Item 12.      |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 31  
|Item 13.      |  | Certain Relationships and Related Transactions, and Director Independence                                    |  | 31  
|Item 14.      |  | Principal Accounting Fees and Services                                                                       |  | 31  
|              |  |                                                                                                             
|Part IV       |  |                                                                                                              |  |     
|              |  |                                                                                                             
|Item 15.      |  | Exhibits, Financial Statement Schedules                                                                      |  | 33  
|              | 
|Signatures    |  | 34                                                                                                          
|Exhibit Index |  | E-1                                                                                                         



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Unless otherwise stated, we, our or us means PHL Variable Insurance Company (the
Company or PHL Variable) and its direct and indirect subsidiaries. Furthermore, Phoenix Life refers to Phoenix Life Insurance Company and PNX refers to The Phoenix Companies, Inc.

PART I



|Item 1. | Business
|------- | --------

Description of Business

We provide life insurance and annuity products targeted at affluent and high-net-worth individuals through a wide variety of third-party financial professionals and
intermediaries. In life insurance, our main focus is on permanent life insurance (universal and variable universal life) insuring one or more lives, but we also offer a portfolio of term life insurance products. In annuities, we offer deferred and
immediate variable annuities with a variety of death benefit and guaranteed living benefit options. We believe our competitive advantage in the life insurance and annuity area includes:



| | · |  | competitive and innovative products;
| | - |  | ------------------------------------



| | · |  | underwriting and mortality risk management expertise;
| | - |  | -----------------------------------------------------



| | · |  | strong relationships with distributors that have access to our target market; and
| | - |  | ---------------------------------------------------------------------------------



| | · |  | value-added support provided to distributors by our wholesalers and operating personnel.
| | - |  | ----------------------------------------------------------------------------------------

Products

Life Products

Our life insurance
products include universal life, variable universal life, term life and other insurance products. We offer single life, first-to-die and second-to-die products. Under first-to-die policies, up to five lives may be insured with the policy proceeds
paid after the death of the first of the five insured lives. Second-to-die products are typically used for estate planning purposes and insure two lives rather than one, with the policy proceeds paid after the death of both insured individuals.

Universal Life: Universal life products provide insurance coverage and may allow the policyholder to increase or decrease the amount of death benefit
coverage over the term of the policy. They also may allow the policyholder to adjust the frequency and amount of premium payments. Premiums, net of expenses, and the resulting accumulated account balances are allocated to our general account for
investment. The account earns interest at rates determined by us, subject to certain minimums. Specific charges are made against the account for expenses. We retain the right within limits to adjust the fees we assess for providing administrative
services. We also collect fees to cover mortality costs; these fees may be adjusted by us but may not exceed contractual limits.

Some universal life products
provide secondary guarantees that protect the policys death benefit even if there is insufficient value in the policy to pay the monthly charges and mortality costs. These secondary guarantees are provided as long as the policyholder is able
to fulfill the premium requirements of the secondary guarantee.

Variable Universal Life: Like universal life products, variable universal life products
provide insurance coverage and may allow the policyholder to increase or decrease the amount of death benefit coverage over the term of the policy. They also may allow the policyholder to adjust the frequency and amount of premium payments.
Premiums, net of expenses, and the resulting accumulated account balances may be directed into a variety of separate investment accounts (accounts that are maintained separately from the other assets of the Company) or into the general accounts of
the Company. In separate investment accounts, the policyholder bears the entire risk of the investment results. We collect fees for the management of these various investment accounts and the net return is credited directly to the
policyholders accounts. Account balances invested in the general account earn interest at rates determined by us, subject to certain minimums. Specific charges are made against the accounts for expenses. We retain the right within limits to
adjust the fees we assess for providing administrative services. We also collect fees to cover mortality costs; these fees may be adjusted by us but may not exceed contractual limits.



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With some variable universal products, maintaining a certain premium level provides the policyholder with guarantees that protect
the policys death benefit if, due to adverse investment experience, the policyholders account balance is zero.

Term Life: Term life insurance
provides a guaranteed benefit upon the death of the insured within a specified time period, in return for the periodic payment of premiums. Specified coverage periods range from one to 30 years, but not longer than the period over which premiums are
paid. Premiums may be level for the coverage period or may vary. Term insurance products are sometimes referred to as pure protection products, in that there are normally no savings or investment elements. Term contracts generally expire without
value at the end of the coverage period. Our term insurance policies allow policyholders to convert to permanent coverage within a limited period of time, generally without evidence of insurability.

We offer a return-of-premium rider on many of our term products. In exchange for higher periodic premium payments, this rider provides for the return of cumulative premiums paid,
for both the term insurance coverage and rider, at the end of the specified coverage period (e.g., 10, 20 or 30 years). After a specified number of years, the policyholder can terminate coverage prior to the end of the specified coverage period and
receive a portion of the cumulative premiums paid.

Annuity Products

We
offer a variety of variable annuities to meet the accumulation and preservation needs of the affluent and high-net-worth market. Deferred annuities, in which funds accumulate for a number of years before periodic payments begin, enable the
contractholder to save for retirement and provide options that protect against outliving assets during retirement. Immediate annuities are purchased by means of a single lump sum payment and begin paying periodic income immediately.

Deposits, net of expenses, may be directed into a variety of separate investment accounts (accounts that are maintained separately from the other assets of the Company) or into
the general accounts of the Company. In separate investment accounts, the contractholder bears the entire risk of the investment results. We collect fees for the management of these various investment accounts and the net return is credited directly
to the contractholders accounts. Account balances invested in the general account earn interest at rates determined by us, subject to certain minimums. Specific charges are made against the accounts for expenses. We retain the right within
limits to adjust the fees we assess for providing administrative services.

Contractholders also may elect certain enhanced living benefit guarantees, for which they
are assessed a specific charge. For example, our Guaranteed Minimum Withdrawal Benefit option guarantees an income stream for the lifetime of the contractholders and their spouses. Our major sources of revenue from annuities are mortality and
expense fees charged to the contractholder, generally determined as a percentage of the market value of any underlying separate account balances, and the excess of investment income over credited interest for funds invested in our general account.
We also collect fees from the management of the funds.

Other Products and Services

We also focus on other products and services that respond to the affluent and high-net-worth markets demand for wealth management solutions.

For example, many of our products are designed to be used by corporations to fund special deferred compensation plans and benefit programs for key employees, commonly referred to as executive benefits. In addition, our products can be
applied to a number of situations to meet the sophisticated needs of business owners and individuals, including for charitable giving.

In 2007, PNX established a
new business unit that will focus on expanding our product offerings. The Alternative Products unit is developing innovative ways to extend features of life insurance and annuity products to other financial products to help meet the retirement
income needs of consumers.



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Underwriting and Mortality Risk Management

Insurance underwriting is the process of examining, accepting or rejecting insurance risks, and classifying those accepted in order to charge appropriate premiums or mortality charges. Underwriting also involves determining the amount and
type of reinsurance appropriate for a particular type of risk.

We believe we have particular expertise in evaluating the underwriting risks relevant to our target
market. We believe this expertise enables us to make appropriate underwriting decisions, including, in some instances, the issuance of policies on more competitive terms than other insurers would offer. Our parent company, Phoenix Life, has a long
tradition of underwriting innovation. In 1955, Phoenix Life was the first insurance company to offer reduced rates to women. Phoenix Life was among the first companies to offer reduced rates to non-smokers across all policy lines, beginning in 1967.
In 2006, we became the first insurer to offer premium discounts over time for policyholders who maintain a healthy weight in the years after the initial underwriting decision. Our underwriting team includes doctors and other medical staff to ensure,
among other things, that we are focused on current developments in medical technology.

Our underwriting standards for life insurance are intended to result in
mortality experience consistent with the assumptions used in product pricing. The overall profitability of our life insurance business depends, to a large extent, on the degree to which our mortality experience compares to our pricing assumptions.
Our underwriting is based on our historical mortality experience, as well as on the experience of the insurance industry and of the general population. We continually compare our underwriting standards to those of the industry to assist in managing
our mortality risk and to stay abreast of industry trends.

Our life insurance underwriters evaluate policy applications on the basis of the information provided by
the applicant and others. We use a variety of methods to evaluate certain policy applications, such as those where the size of the policy sought is particularly large, or where the applicant is an older individual, has a known medical impairment or
is engaged in a hazardous occupation or hobby. Consistent with industry practice, we require medical examinations and other tests depending upon the age of the applicant and the size of the proposed policy.

In the executive benefits market, we issue life policies covering multiple lives on a guaranteed-issue basis, within specified limits per life insured, whereby the amount of
insurance issued per life on a guaranteed basis is related to the total number of lives being covered and the particular need for which the product is being purchased. Guaranteed-issue underwriting applies to employees actively at work, and product
pricing reflects the additional guaranteed-issue underwriting risk.

Reinsurance

While we have underwriting expertise and have experienced favorable mortality trends, we believe it is prudent to spread the risks associated with our life insurance products through reinsurance. As is customary in the life insurance
industry, our reinsurance program is designed to protect us against adverse mortality experience generally and to reduce the potential loss we might face from a death claim on any one life.

We cede risk to other insurers under various agreements that cover individual life insurance policies. The amount of risk ceded depends on our evaluation of the specific risk and
applicable retention limits. Under the terms of our reinsurance agreements, the reinsurer agrees to reimburse us for the ceded amount in the event a claim is incurred. However, we remain liable to our policyholders for ceded insurance if any
reinsurer fails to meet its obligations. Since we bear the risk of nonpayment by one or more of our reinsurers, we cede business to well-capitalized, highly rated insurers. While our current retention limit on any one life is $10 million ($12
million on second-to-die cases), we may cede amounts below those limits on a case-by-case basis depending on the characteristics of a particular risk. Typically our reinsurance contracts allow us to reassume ceded risks after a specified period.
This right is valuable where our mortality experience is sufficiently favorable to make it financially advantageous for us to reassume the risk rather than continue paying reinsurance premiums.

See Note 3 to our financial statements in this Form 10-K for additional information.



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The following table lists our five principal life reinsurers.



|                                    |  |                                |  |                                   |  |                           
|----------------------------------- |  | ------------------------------ |  | --------------------------------- |  | --------------------------
|                                    |  | As of December 31, 2007       
|Principal Reinsurers:               |  | ReinsuranceRecoverableBalances |  | Face Amount ofLife InsuranceCeded |  | ReinsurersA.M. BestRating
|                                    |  | ($ in thousands)               |  | ($ in millions)                   |  |                           
|RGA Reinsurance Company             |  | $          14,390              |  | $          16,688                 |  | A+                        
|AEGON USA                           |  | $            6,140             |  | $          11,835                 |  | A+                        
|Swiss Re Life & Health America, Inc |  | $            2,706             |  | $            2,957                |  | A+u(1)                    
|Scottish Re US Inc                  |  | $            2,692             |  | $            6,380                |  | B+(2)                     
|Canada Life Assurance Co            |  | $            1,461             |  | $            2,791                |  | A+                        



|(1) | A.M. Bests rating of Swiss Re Life & Health America, Inc. is currently under review.
|--- | -------------------------------------------------------------------------------------

|(2) | On February 27, 2008, A.M. Best changed its rating of Scottish Re US Inc. from B+ to B.
|--- | ---------------------------------------------------------------------------------------

General Development of Business

PHL Variable Insurance Company, or
PHLVIC, was incorporated in Connecticut in 1981. Our principal executive offices are located at One American Row, Hartford, Connecticut 06102-5056. Our telephone number is (860) 403-5000. Our web site is located at www.phoenixwm.com.
(This and all other URLs included herein are intended to be inactive textual references only. They are not intended to be an active hyperlink to our web site. The information on our web site is not, and is not intended to be, part of this
Form 10-K and is not incorporated into this report by reference.)

Our indirect parent, Phoenix Life, was organized in Connecticut in 1851. In 1992, in
connection with its merger with Home Life Insurance Company, Phoenix Life redomiciled to New York.

On June 25, 2001, the effective date of its demutualization,
Phoenix Life converted from a mutual life insurance company to a stock life insurance company and became a wholly-owned subsidiary of PNX. In addition, on June 25, 2001, PNX completed its initial public offering, or IPO.

The following chart illustrates our corporate structure as of December 31, 2007.

LOGO



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|Item 1A. | Risk Factors
|-------- | ------------

In addition to the normal risks of business, we are subject to
significant risks and uncertainties, including those listed below. You should carefully consider the following risk factors before investing in our securities, any of which could have a significant or material adverse effect on our business,
financial condition, operating results or liquidity. This information should be considered carefully together with the other information contained in this report and the other reports and materials we file with the Securities and Exchange
Commission. The risks described below are not the only ones we face. Additional risks may also have an adverse effect on our business, financial condition, operating results or liquidity.

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.

General factors such as the availability of credit, consumer spending, business investment, capital market conditions, and
inflation affect the business and economic environment. Ultimately, this may affect our growth and profitability. For example, in an economic downturn characterized by higher unemployment, lower family income, lower corporate earnings, lower
business investment and lower consumer spending, the demand for life insurance, annuities and investments could decline.

More specifically, our business is exposed
to the performance of the debt and equity markets. For example, adverse capital market conditions have recently affected the value and liquidity of debt securities and other investments. Asset-backed securities supported by residential mortgages, as
well as other investments, such as bonds wrapped by financial guarantors or issued by industry sectors, have been disproportionately affected by adverse capital market conditions. While we hold limited assets of this type in our investment
portfolio, adverse capital market conditions could materially affect the value of our investments, potentially resulting in higher realized and/or unrealized losses. Also, significant capital market volatility could increase the cost of some of our
products resulting in lower profits.

Additionally, we could be affected by changes in interest rates. Our business is sensitive to interest rate changes. In periods
of increasing interest rates, life insurance policy loans, surrenders and withdrawals could increase as policyholders seek investments with higher returns. This could require us to sell invested assets at a time when their prices are depressed by
the increase in interest rates, which could cause us to realize investment losses. Conversely, during periods of declining interest rates, we could experience increased premium payments on products with flexible premium features, repayment of policy
loans and increased percentages of policies remaining in force. We would obtain lower returns on investments made with these cash flows. In addition, borrowers may prepay or redeem bonds in our investment portfolio so that we might have to reinvest
those proceeds in lower yielding investments. As a consequence of these factors, we could experience a decrease in the spread between the returns on our investment portfolio and amounts credited to policyholders and contractholders, which could
adversely affect our profitability.

Our profitability may decline if mortality rates, persistency rates or funding levels differ significantly from our pricing
expectations.

We set prices for many of our products based upon expected claims, expected persistency of these policies and the expected level and pattern of
premium payments into these policies. We use assumptions for mortality rates, or likelihood of death, of our policyholders. Pricing of our products is also based in part upon the expected persistency of these products, which is the probability that
a policy or contract will remain in force from one period to the next. Another important component is the assumed level and pattern of premium payments made into our life insurance policies.

Recent trends in the life insurance industry may affect our mortality, persistency and funding levels. The evolution of the financial needs of policyholders and the emergence of a
secondary market for life insurance suggest that the reasons for purchasing our products are changing, and we have experienced an increase in sales to older individuals. The effect that these changes may have on our actual experience and
profitability is not yet well understood.



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Significant deviations in actual experience from our pricing assumptions could have an adverse effect on the profitability of our
products. In addition, such deviations could cause us to increase the amortization of our deferred policy acquisition cost balances, which would have an adverse impact on profitability. Although most of our current products permit us to increase
charges and adjust crediting rates during the life of the policy or contract (subject to guarantees in the policies and contracts), the permitted adjustments may not be sufficient to maintain profitability. In addition, increasing charges on inforce
policies or contracts may adversely affect our relationships with our distributors and our future sales. Finally, a small portion of our inforce business consists of products that do not permit us to adjust the charges and credited rates of inforce
policies or contracts.

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 utilize reinsurance to reduce the severity and incidence of claims
costs, and to provide relief with regard to certain reserves. As of December 31, 2007, 69% of the total face amount of PNXs written policies was ceded to reinsurers. Under these reinsurance arrangements, other insurers assume a portion of
our losses and related expenses; however, we remain liable as the direct insurer on all risks reinsured. Consequently, reinsurance arrangements do not eliminate our obligation to pay claims and we assume credit risk with respect to our ability to
recover amounts due from our reinsurers. Although we regularly evaluate the financial condition of our reinsurers, the inability or unwillingness of any reinsurer to meet its financial obligations could negatively affect our operating results. In
addition, market conditions beyond our control determine the availability and cost of reinsurance. No assurances can be made that reinsurance will remain available to the same extent and on the same terms and rates as are currently available. If we
were unable to maintain our current level of reinsurance or purchase new reinsurance protection in amounts that we consider sufficient and at prices that we consider acceptable, we would have to either accept an increase in our net exposure, reduce
the amount of business we write, or develop other alternatives to reinsurance.

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.

We distribute our products through non-affiliated advisors,
broker-dealers and other financial intermediaries. There is substantial competition for business within most of these distributors. We believe that our sales through these distributors depend on a variety of factors, such as our financial strength,
the quality and pricing of our products and the support services we provide. PNXs largest individual distributor of life insurance is a subsidiary of State Farm Mutual Automobile Company, or State Farm. PNXs largest distributors of
annuities are State Farm and National Life Group. In 2007, State Farm accounted for approximately 15% of PNXs total life insurance premiums. In 2007, State Farm accounted for approximately 62% and National Life Group accounted for
approximately 11% of PNXs annuity deposits. Since PNXs relationship with State Farm began in mid-2001, it has generated $290 million in cumulative new total life premiums and $1.2 billion in annuity deposits. Our distributors are
generally free to sell products from a variety of providers. We may not be able to establish or maintain satisfactory relationships with distributors if our ratings, products or services are not competitive. Accordingly, our revenues and
profitability would suffer.

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.

Rating agencies assign us financial strength ratings, and assign PNX debt ratings,
based in each case on their opinions of the relevant companys ability to meet its financial obligations.

Financial strength ratings reflect a rating
agencys view of an insurance companys ability to meet its obligations to its insureds. These ratings are therefore key factors underlying the competitive position of life insurers. Downgrades could adversely affect our reputation and,
hence, our relationships with existing distributors and our ability to establish additional distributor relationships. If this were to occur, we might experience a decline in sales of certain products and the persistency of existing customers. At
this time, we cannot estimate the impact on sales or persistency. A significant decline in our sales or persistency could have a material adverse effect on our financial results.



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Any rating downgrades may also result in increased interest costs in connection with future borrowings. Such an increase would
decrease our earnings and could reduce our ability to finance our future growth on a profitable basis.

Our business operations, investment returns, and
profitability could be adversely affected by inadequate performance of third-party relationships.

We are dependent on certain third-party relationships to
maintain essential business operations. These services include, but are not limited to, information technology infrastructure, application systems support, mutual fund and shareholder accounting services, transfer agent and cash management services,
custodial services, records storage management, backup tape management, security pricing services, medical information, payroll, and employee benefit programs. In addition, we maintain contractual relationships with certain investment advisory and
investment management firms. These firms manage select investments or portions of portfolios under sub-advisory agreements.

We periodically negotiate provisions and
renewals of these relationships and there can be no assurance that such terms will remain acceptable to such third parties or us. An interruption in our continuing relationship with certain of these third parties or any material delay or inability
to deliver essential services could materially affect our business operations and, potentially, adversely affect our profitability.

We might be unable to attract
or retain personnel who are key to our business.

The success of our business is dependent to a large extent on our ability to attract and retain key employees.
Competition in the job market for professionals such as securities analysts, portfolio managers, sales personnel and actuaries is generally intense. In general, our employees are not subject to employment contracts or non-compete agreements. Any
inability to retain our key employees, or attract and retain additional qualified employees, could have a negative impact on us.

We face strong competition in
our businesses from banks and other insurance companies. This competition could impair our ability to retain existing customers, attract new customers and maintain our profitability.

We face strong competition in our businesses. We believe that our ability to compete is based on a number of factors, including product features, investment performance, service, price, distribution capabilities, scale,
commission structure, name recognition and financial strength ratings. While there is no single company that we identify as a dominant competitor in our business overall, our actual and potential competitors include a large number of banks and other
insurance companies, many of which have advantages over us in one or more of the above competitive factors. Recent industry consolidation, including acquisitions of insurance and other financial services companies in the U.S. by global companies,
has resulted in larger competitors with financial resources, marketing and distribution capabilities and brand identities that are stronger than ours. Larger firms also may be able to offer, due to economies of scale, more competitive pricing than
we can. In addition, some of our competitors are regulated differently than we are, which may give them a competitive advantage; for example, many non-insurance company providers of financial services are not subject to the costs and complexities of
insurance regulation by multiple states. If we do not compete effectively in this environment, our profitability and financial condition would be materially adversely affected.

Changes in tax laws may decrease sales and profitability of products and increase our tax costs.

Under current federal and state income
tax law, certain products we offer receive favorable tax treatment. This favorable treatment may give certain of our products a competitive advantage over noninsurance products. Congress from time to time considers legislation that would reduce or
eliminate the favorable policyholder tax treatment currently applicable to our products. Congress also considers proposals to reduce the taxation of certain products or investments that may compete with our products. Legislation that increases the
taxation on our products or reduces the taxation on competing products could lessen the advantage or create a disadvantage for certain of our products making them less competitive. Such proposals, if adopted, could have a material adverse effect on
our financial position or ability to sell such products and could result in the surrender of some existing contracts and policies. In addition, changes in the federal estate tax laws could negatively affect the demand for the types of products used
in estate planning.



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We also benefit from certain tax benefits. Congress, as well as foreign, state and local governments, also consider from time to
time legislation that could modify or eliminate these benefits, thereby increasing our tax costs. If such legislation is adopted, our consolidated net income could decline.

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.

We are subject to extensive laws and regulations. These laws and regulations are complex and subject to change. Moreover, they are administered and enforced by a number of
different governmental authorities, including foreign regulators, state insurance regulators, state securities administrators, the Securities and Exchange Commission, the New York Stock Exchange, the National Association of Securities Dealers, the
U.S. Department of Justice, and state attorneys general, each of which exercises a degree of interpretive latitude. Consequently, we are subject to the risk that compliance with any particular regulators or enforcement authoritys
interpretation of a legal issue may not result in compliance with another regulators or enforcement authoritys interpretation of the same issue, particularly when compliance is judged in hindsight. In addition, there is risk that any
particular regulators or enforcement authoritys interpretation of a legal issue may change over time to our detriment, or that changes in the overall legal environment may, even absent any particular regulators or enforcement
authoritys interpretation of a legal issue changing, cause us to change our views regarding the actions we need to take from a legal risk management perspective, thus necessitating changes to our practices that may, in some cases, limit our
ability to grow and improve the profitability of our business.

State insurance laws regulate most aspects of our U.S. insurance businesses, and our insurance
subsidiaries are regulated by the insurance departments of the states in which they are domiciled and licensed. State laws in the U.S. grant insurance regulatory authorities broad administrative powers with respect to, among other things:



| | · |  | licensing companies and agents to transact business;
| | - |  | ----------------------------------------------------



| | · |  | calculating the value of assets to determine compliance with statutory requirements;
| | - |  | ------------------------------------------------------------------------------------



| | · |  | mandating certain insurance benefits; regulating certain premium rates; reviewing and approving policy forms;
| | - |  | -------------------------------------------------------------------------------------------------------------



| | · |  | regulating unfair trade and claims practices, including through the imposition of restrictions on marketing and sales practices, distribution arrangements and payment of
inducements;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | establishing statutory capital and reserve requirements and solvency standards;
| | - |  | -------------------------------------------------------------------------------



| | · |  | fixing maximum interest rates on insurance policy loans and minimum rates for guaranteed crediting rates on life insurance policies and annuity contracts;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | approving changes in control of insurance companies;
| | - |  | ----------------------------------------------------



| | · |  | restricting the payment of dividends and other transactions between affiliates; and
| | - |  | -----------------------------------------------------------------------------------



| | · |  | regulating the types, amounts and valuation of investments.
| | - |  | -----------------------------------------------------------

State
insurance regulators and the National Association of Insurance Commissioners, or NAIC, regularly re-examine existing laws and regulations applicable to insurance companies and their products. These regulations are primarily intended to protect
investors in the securities markets or investment advisory clients and generally grant supervisory authorities broad administrative powers. Changes in all of these laws and regulations, or in interpretations thereof, are often made for the benefit
of the consumer at the expense of the insurer and thus could have a material adverse effect on our business, consolidated operating results, financial condition and liquidity. Compliance with these laws and regulations is also time consuming and
personnel-intensive, and changes in these laws and regulations may increase materially our direct and indirect compliance costs and other expenses of doing business, thus having an adverse effect on our business, consolidated operating results,
financial condition and liquidity.



10



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##### Table of Contents

Legal and regulatory actions are inherent in our businesses and could result in financial losses or harm to our businesses.

We are regularly involved in litigation and arbitration, both as a defendant and as a plaintiff. For example, in the last few years Phoenix Life has been involved
in disputes relating to certain portions of its discontinued group accident and health reinsurance business. In addition, various regulatory bodies regularly make inquiries of PNX and its subsidiaries and, from time to time, conduct examinations or
investigations concerning compliance with, among other things, insurance laws, securities laws, and laws governing the activities of broker-dealers. Recently, there has been a significant increase in federal and state regulatory activity relating to
financial services companies, with a number of recent regulatory inquiries focusing on late-trading, market timing and valuation issues. Financial services companies have also been the subject of broad industry inquiries by state regulators and
attorneys general which do not appear to be company-specific. PNX and its subsidiaries have had inquiries relating to market timing and distribution practices in the past, and we continue to cooperate with the applicable regulatory authorities in
these matters. While no regulatory authority has ever taken action against us with regard to these inquiries, we may be subject to further related or unrelated inquiries or actions in the future.

It is not feasible to predict or determine the ultimate outcome of all legal or regulatory proceedings or to provide reasonable ranges of potential losses. We believe that the
outcomes of our litigation and regulatory matters are not likely, either individually or in the aggregate, to have a material adverse effect on our consolidated financial condition. However, given the large or indeterminate amounts sought in certain
of these matters and the inherent unpredictability of litigation and regulatory matters, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on our results of operations or cash flows in
particular quarterly or annual periods.

Changes in accounting standards issued by the Financial Accounting Standards Board or other standard-setting bodies may
adversely affect our financial statements.

Our financial statements are subject to the application of U.S. GAAP, which is periodically revised and/or expanded.
Accordingly, from time to time we are required to adopt new or revised accounting standards or guidance issued by recognized authoritative bodies, including the Financial Accounting Standards Board. It is possible that future accounting standards we
are required to adopt could change the current accounting treatment that we apply to our consolidated financial statements and that such changes could significantly affect our reported financial condition and results of operations.



|Item 1B. | Unresolved Staff Comments
|-------- | -------------------------

The registrant has omitted this information from this
report as the registrant is not an accelerated filer or a large accelerated filer, as defined in Rule 12b-2 of the Exchange Act and is not a well-known seasoned issuer as defined in Rule 405 of the Securities Act.



|Item 2. | Properties
|------- | ----------

Our executive headquarters consist of an office building at One
American Row in Hartford, Connecticut owned by our parent company and space in East Greenbush, New York which is leased by our parent company. For the use of space in these buildings, we pay rent through expense allocations from our parent company.
We do not own any real estate.



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##### Table of Contents

|Item 3. | Legal Proceedings
|------- | -----------------

We are regularly involved in litigation and arbitration, both
as a defendant and as a plaintiff. In addition, various regulatory bodies regularly make inquiries of us and, from time to time, conduct examinations or investigations concerning our compliance with, among other things, insurance laws, securities
laws, laws governing the activities of broker-dealers and other laws and regulations affecting our registered products. It is not feasible to predict or determine the ultimate outcome of all legal or regulatory proceedings or to provide reasonable
ranges of potential losses. We believe that the outcomes of our litigation and regulatory matters are not likely, either individually or in the aggregate, to have a material adverse effect on our consolidated financial condition. However, given the
large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation and regulatory matters, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse
effect on our results of operations or cash flows in particular quarterly or annual periods. See Item 1A, Risk Factors and Note 14 to our financial statements in this Form 10-K for additional information.



|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

The registrant has omitted
this information from this report as the registrant meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing this Form with the reduced disclosure format permitted by that General
Instruction.



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##### Table of Contents

PART II



|Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|------- | ------------------------------------------------------------------------------------------------------------

Common Stock

Shares of our common stock are not
publicly traded and are all owned indirectly by our ultimate parent company, PNX.

Dividends

We did not pay any dividends during the three years ended December 31, 2007.



|Item 6. | Selected Financial Data
|------- | -----------------------

The registrant has omitted this information from this
report as the registrant meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing this Form with the reduced disclosure format permitted by that General Instruction.



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##### Table of Contents

|Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Managements narrative analysis of the results of operations is presented in lieu of Managements Discussion and Analysis of Financial Condition and Results of
Operations, pursuant to General Instruction (I)(2)(a) of Form 10-K.

FORWARD-LOOKING STATEMENTS

The discussion in this Form 10-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend for these
forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating to forward-looking statements. These include statements relating to trends in, or representing managements beliefs about our future
strategies, operations and financial results, as well as other statements including, but not limited to, words such as anticipate, believe, plan, estimate, expect, intend,
may, should and other similar 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. Actual results may differ materially from those suggested by forward-looking statements as a result of risks and uncertainties which include, among others: (i) changes in general market and business
conditions, interest rates and the debt and equity markets; (ii) the possibility that mortality rates, persistency rates or funding levels may differ significantly from our pricing expectations; (iii) the availability, pricing and terms of
reinsurance coverage generally and the inability or unwillingness of our reinsurers to meet their obligations to us specifically; (iv) our dependence on non-affiliated distributors for our product sales, (v) downgrades in our debt or
financial strength ratings; (vi) our dependence on third parties to maintain critical business and administrative functions; (vii) our ability to attract and retain key personnel in a competitive environment; (viii) the strong
competition we face in our business from banks and other insurance companies; (ix) tax developments that may affect us directly, or indirectly through the cost of, the demand for or profitability of our products or services; (x) other
legislative or regulatory developments; (xi) legal or regulatory actions; (xii) changes in accounting standards; and (xiii) other risks and uncertainties described herein or in any of our filings with the SEC. We undertake no
obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.



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##### Table of Contents

MANAGEMENTS NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS

This section reviews our results of operations for each of the two years in the period ended December 31, 2007. This discussion should be read in conjunction with our
financial statements in this Form 10-K.

Business Overview and Earnings Drivers

We provide life insurance and annuity products targeted at affluent and high-net-worth individuals and institutions through a wide variety of third-party financial professionals and intermediaries. In life insurance, our main
focus is on permanent life insurance (universal and variable universal life) insuring one or more lives, but we also offer a portfolio of term life insurance products. In annuities, we offer deferred and immediate variable annuities with a variety
of death benefit and guaranteed living benefit options.

Our profitability is driven by interaction of the following elements:



| | · |  | Mortality margins in our variable universal and universal life product lines. We earn cost of insurance (COI) fees based on the difference between face amounts and the
account values (referred to as the net amount at risk or NAR). We pay policyholder benefits and set up reserves for future benefit payments on these products. We define mortality margins as the difference between these fees and benefit costs.
Mortality margins are affected by:
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Number and face amount of policies sold;
| | - |  | ----------------------------------------



| |  |  | Actual death claims net of reinsurance relative to our assumptions, a reflection of our underwriting and actuarial pricing discipline, the cost of reinsurance and the natural
volatility inherent in this kind of risk; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The policy funding levels or actual account values relative to our assumptions, a reflection of policyholder behavior and investment returns.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Fees on our life and annuity products. Fees consist primarily of asset- and premium-based fees (including mortality and expense charges) which we charge on our variable life
and variable annuity products, and depend on the premiums collected and account values of those products. Fees also include surrender charges. Non-asset-based fees are charged to cover premium taxes and non-deferrable or renewal commissions.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Net investment income (NII) earned on universal life and other policyholder funds managed as part of our general account, less the interest credited to policyholders on those
funds, as well as NII earned on surplus that we allocate in support of these products.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Non-deferred expenses incurred in support of the business.
| | - |  | ----------------------------------------------------------



| | · |  | The deferred policy acquisition cost amortization, which is based on the amount of expenses deferred, actual results in each quarter and managements assumptions about
the future performance of the business.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Net realized investment gains or losses on our general account investments.
| | - |  | ---------------------------------------------------------------------------

Under accounting principles generally accepted in the United States of America, or GAAP, premiums and deposits for variable life, universal life and annuity products are not recorded as revenues. For certain investment options of variable
products, deposits are reflected on our balance sheet as an increase in separate account liabilities. Premiums and deposits for universal life, fixed annuities and certain investment options of variable annuities are reflected on our balance sheet
as an increase in policyholder deposit funds. Premiums and deposits for other products are reflected on our balance sheet as an increase in policy liabilities and accruals.



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Results of Operations



|                                      |  |                         |         |                                          |   |               |  |   |          |  |       
|------------------------------------- |  | ----------------------- | ------- | ---------------------------------------- | - | ------------- |  | - | -------- |  | ------
|($ in thousands)                      |  | Years EndedDecember 31, |         | Increase (decrease) andpercentage change
|                                      |  | 2007                    |         | 2006                                     |   | 2007 vs. 2006
|REVENUES:                             |  |                         |         |                                          |   |               |  |   |          |  |       
|Premiums                              |  | $                       | 18,602  |                                          | $ | 13,575        |  | $ | 5,027    |  | 37%   
|Insurance and investment product fees |  |                         | 263,696 |                                          |   | 180,498       |  |   | 83,198   |  | 46%   
|Investment income, net of expenses    |  |                         | 109,607 |                                          |   | 129,325       |  |   | (19,718) |  | (15%) 
|Net realized investment losses        |  |                         | (7,043) |                                          |   | (2,460)       |  |   | (4,583)  |  | (186%)
|                                      |  |                         |         |                                          |   |               |  |   |          |  |       
|Total revenues                        |  |                         | 384,862 |                                          |   | 320,938       |  |   | 63,924   |  | 20%   
|                                      |  |                         |         |                                          |   |               |  |   |          |  |       
|                                      |  |                         |         |                                         
|BENEFITS AND EXPENSES:                |  |                         |         |                                          |   |               |  |   |          |  |       
|Policy benefits                       |  |                         | 157,616 |                                          |   | 151,285       |  |   | 6,331    |  | 4%    
|Policy acquisition cost amortization  |  |                         | 124,015 |                                          |   | 91,168        |  |   | 32,847   |  | 36%   
|Other operating expenses              |  |                         | 83,601  |                                          |   | 65,388        |  |   | 18,213   |  | 28%   
|                                      |  |                         |         |                                          |   |               |  |   |          |  |       
|Total benefits and expenses           |  |                         | 365,232 |                                          |   | 307,841       |  |   | 57,391   |  | 19%   
|                                      |  |                         |         |                                          |   |               |  |   |          |  |       
|Income before income taxes            |  |                         | 19,630  |                                          |   | 13,097        |  |   | 6,533    |  | 50%   
|Applicable income tax expense         |  |                         | (3,643) |                                          |   | (3,016)       |  |   | (627)    |  | 21%   
|                                      |  |                         |         |                                          |   |               |  |   |          |  |       
|Net income                            |  | $                       | 15,987  |                                          | $ | 10,081        |  | $ | 5,906    |  | 59%   
|                                      |  |                         |         |                                          |   |               |  |   |          |  |       

2007 vs. 2006

Net income
improved in 2007 to $15,987 thousand, up from $10,081 thousand in the prior year. This result reflected improvements in mortality margins and fees, partially offset by higher non-deferred expenses, reflecting investments in the growth of new
distribution and business initiatives, and by amortization of deferred policy acquisition costs.

Mortality margins in universal life and variable universal life
products increased $42.5 million in 2007, reflecting a $65.3 million increase in cost of insurance fees, only partially offset by a $22.8 million increase in benefits. While fluctuations in mortality are inherent in our business, this improvement
primarily reflects growth in the block of business over recent years. Fee revenues, net of premium taxes and non-deferrable commissions, increased $17.1 million in 2007. However, non-deferred expenses increased as we invested in new product
development and sales growth. In addition, higher mortality margins and increasing inforce blocks created higher amortization expense of $126.2 million in 2007, compared with $92.3 million in 2006.

Impact of New Accounting Standards

For a discussion of accounting standards, see
Note 2 to our financial statements in this Form 10-K.

Critical Accounting Estimates

The analysis of our results of operations is based upon our financial statements, which have been prepared in accordance with GAAP. GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Critical accounting estimates are reflective of significant judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
The following are areas that we believe require significant judgments:

Deferred Policy Acquisition Costs

We amortize deferred policy acquisition costs based on the related policys classification. For individual life insurance policies, deferred policy acquisition costs are
amortized in proportion to estimated gross margins. For universal life, variable universal life and accumulation annuities, deferred policy acquisition costs are amortized in proportion to estimated gross profits, or EGPs. Policies may be
surrendered for value or exchanged for a different one of our products (internal replacement). The deferred policy acquisition costs balance associated with the replaced or surrendered policies is amortized to reflect these surrenders.



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Each year, we develop future EGPs for the products sold during that year. The EGPs for products sold in a particular year are
aggregated into cohorts. Future EGPs are projected for the estimated lives of the contracts. The amortization of deferred policy acquisition costs requires the use of various assumptions, estimates and judgments about the future. The assumptions, in
the aggregate, are considered important in the projections of EGPs. The assumptions developed as part of our annual process are based on our current best estimates of future events, which are likely to be different for each years cohort.
Assumptions considered to be significant in the development of EGPs include separate account fund performance, surrender and lapse rates, interest margin, mortality, premium persistency, funding patterns and expenses. These assumptions are reviewed
on a regular basis and are based on our past experience, industry studies, regulatory requirements and estimates about the future.

To determine the reasonableness
of the prior assumptions used and their impact on previously projected account values and the related EGPs, we evaluate, on a quarterly basis, our previously projected EGPs. Our process to assess the reasonableness of our EGPs involves the use of
internally developed models, together with studies and actual experience. Incorporated in each scenario are our current best estimate assumptions with respect to separate account returns, surrender and lapse rates, interest margin, mortality,
premium persistency, funding patterns and expenses.

Underlying assumptions for future periods of EGPs are not altered unless experience deviates significantly from
original assumptions. For example, when lapses of our insurance products meaningfully exceed levels assumed in determining the amortization of deferred policy acquisition costs, we adjust amortization to reflect the change in future premiums or EGPs
resulting from the unexpected lapses. In the event that we were to revise assumptions used for prior year cohorts, our estimate of projected account values would change and the related EGPs in the deferred policy acquisition cost amortization model
would be adjusted to reflect such change. This process is known as unlocking. Continued favorable experience on key assumptions, which could include increasing separate account fund return performance, decreasing lapses or decreasing
mortality could result in an unlocking which would result in a decrease to deferred policy acquisition cost amortization and an increase in the deferred policy acquisition costs asset. Finally, an analysis is performed periodically to assess whether
there are sufficient gross margins or gross profits to amortize the remaining deferred policy acquisition costs balances.

The separate account fund performance
assumption is critical to the development of the EGPs related to our variable annuity and variable life insurance businesses. As equity markets do not move in a systematic manner, we use a mean reversion method (reversion to the mean assumption), a
common industry practice, to determine the future equity market growth rate assumption used for the amortization of deferred policy acquisition costs. This practice assumes that the expectation for long-term appreciation is not changed by minor
short-term market fluctuations. The average long-term rate of assumed separate account fund performance used in estimating gross profits was 6.0% (after fund fees and mortality and expense charges) for the variable annuity business and 6.9% (after
fund fees and mortality and expense charges) for the variable life business at both December 31, 2007 and 2006.

We perform analysis with respect to the
sensitivity of a change in the separate account performance assumption as it is critical to the development of the EGPs related to our variable annuity and variable life insurance business. Equity market movements have a significant impact on the
account value of variable life and annuity products and the fees earned on these. EGPs could increase or decrease with these movements in the equity market. Sustained and significant changes in the equity markets could therefore have an impact on
deferred policy acquisition cost amortization. Periodically, we also perform analysis with respect to the sensitivity of a change in assumed mortality as it is critical to the development of the EGPs related to our universal life insurance business.

As part of our analysis of separate account returns, we perform two sensitivity tests. If at December 31, 2007 we had used a 100 basis points lower separate
account return assumption (after fund fees and mortality and expense charges) for both the variable annuity and the variable life businesses and used our current best estimate assumptions for all other assumptions to project account values forward
from the current value to reproject EGPs, the estimated increase to amortization and decrease to net income would be approximately $1,794 thousand, after-tax.



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If, instead, at December 31, 2007 we had used a 100 basis points higher separate account return assumption (after fund fees
and mortality and expense charges) for both the variable annuity and variable life businesses and used our current best estimate assumptions for all other assumptions to project account values forward from the current value to reproject EGPs, the
estimated decrease to amortization and increase to net income would be approximately $1,783 thousand, after-tax.

These revisions are not currently required or
anticipated.

Policy Liabilities and Accruals

Reserves are liabilities
representing estimates of the amounts that will come due to our policyholders at some point in the future. GAAP prescribes the methods of establishing reserves, allowing some degree of managerial judgment.

See Note 2 to our financial statements in this Form 10-K for more information.

Valuation of Debt and Equity Securities

We classify our debt and equity securities held in our general account as available-for-sale and report them
in our balance sheet at fair value. Fair value is based on quoted market price, where available. When quoted market prices are not available, we estimate fair value by discounting debt security cash flows to reflect interest rates currently being
offered on similar terms to borrowers of similar credit quality, by quoted market prices of comparable instruments and by independent pricing sources or internally developed pricing models.



|                                                        |  |                              |           |                     |     
|------------------------------------------------------- |  | ---------------------------- | --------- | ------------------- | ----
|Fair Value of General Account Fixed Maturity Securities |  | As of December 31, 2007     
|by Pricing Source: ($ in thousands)                     |  | FixedMaturitiesat Fair Value |           | % ofTotalFair Value
|                                                        |  |                             
|Priced via independent market quotations                |  | $                            | 1,102,959 |                     | 65% 
|Priced via matrices                                     |  |                              | 283,484   |                     | 17% 
|Priced via broker quotations                            |  |                              | 264,174   |                     | 15% 
|Priced via other methods                                |  |                              | 53,151    |                     | 3%  
|Short-term investments(1)                               |  |                              | 5,818     |                     | 0%  
|                                                        |  |                              |           |                     |     
|Total                                                   |  | $                            | 1,709,586 |                     | 100%
|                                                        |  |                              |           |                     |     



|(1) | Short-term investments are valued at amortized cost, which approximates fair value.
|--- | -----------------------------------------------------------------------------------

Investments whose value is considered by us to be other-than-temporarily impaired are written down to fair value as a charge to realized losses included in our earnings. The
assessment of whether impairments have occurred is based on managements case-by-case evaluation of the underlying reasons for the decline in fair value. We consider a wide range of factors about the security issuer and use our best judgment in
evaluating the cause of the decline in the estimated fair value of the security and in assessing the prospects for near term recovery. Inherent in our evaluation of the security are assumptions and estimates about the operations of the issuer and
its future earnings potential. Considerations we use in the impairment evaluation process include, but are not limited to:



| | · |  | the length of time and the extent to which the market value has been below cost or amortized cost;
| | - |  | --------------------------------------------------------------------------------------------------



| | · |  | the potential for impairments of securities when the issuer is experiencing significant financial difficulties;
| | - |  | ---------------------------------------------------------------------------------------------------------------



| | · |  | the potential for impairments in an entire industry sector or sub-sector;
| | - |  | -------------------------------------------------------------------------



| | · |  | our ability and intent to hold the security for a period of time sufficient to allow for recovery of its value;
| | - |  | ---------------------------------------------------------------------------------------------------------------



| | · |  | unfavorable changes in forecasted cash flows on asset-backed securities; and
| | - |  | ----------------------------------------------------------------------------



| | · |  | other subjective factors, including concentrations and information obtained from regulators and rating agencies.
| | - |  | ----------------------------------------------------------------------------------------------------------------



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The cost basis of these written-down investments is adjusted to fair value at the date the determination of impairment is made. The
new cost basis is not changed for subsequent recoveries in value. For mortgage-backed and other asset-backed debt securities, we recognize income using a constant effective yield based on anticipated prepayments and the estimated economic lives of
the securities. When actual prepayments differ significantly from anticipated prepayments, the effective yield is recalculated to reflect actual payments to date and any resulting adjustment is included in net investment income. For certain
asset-backed securities, changes in estimated yield are recorded on a prospective basis and specific valuation methods are applied to these securities to determine if there has been an other-than-temporary decline in value.

See Note 6 to our financial statements in this Form 10-K for more information.

Deferred Income Taxes

We account for income taxes in accordance with Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes, or SFAS 109. The deferred income tax assets and/or liabilities are determined by multiplying the differences between the financial reporting and tax reporting bases for assets and liabilities by the enacted tax rates expected
to be in effect when such differences are recovered or settled. The effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances on deferred income tax assets
are estimated based on our assessment of the realizability of such amounts.

We have elected to file a consolidated federal income tax return for 2007 and prior
years. Within the consolidated tax return, we are required by regulations of the Internal Revenue Service, or the IRS, to segregate the entities into two groups: life insurance companies and non-life insurance companies. We are limited as to the
amount of any operating losses from the non-life group that can be offset against taxable income of the life group. These limitations affect the amount of any operating loss carryovers that we have now or in the future.

We have determined, based on our earnings and future income, that it is more likely than not that the deferred income tax assets will be realized. In determining the adequacy of
future income, we have considered projected future income, reversal of existing temporary differences and available tax planning strategies and actions that could be implemented, if necessary.

Our federal income tax returns are routinely audited by the IRS, and estimated provisions are routinely provided in the financial statements in anticipation of the results of
these audits. Unfavorable resolution of any particular issue could result in additional use of cash to pay liabilities that would be deemed owed to the IRS. Additionally, any unfavorable or favorable resolution of any particular issue could result
in an increase or decrease, respectively, to our effective income tax rate to the extent that our estimates differ from the ultimate resolution.

See Note 9 to
our financial statements in this Form 10-K for more information.

General Account

The invested assets in our general account are generally of high quality and broadly diversified across fixed income sectors, public and private income securities and individual credits and issuers. Our investment professionals
manage these general account assets in investment segments that support specific product liabilities. These investment segments have distinct investment policies that are structured to support the financial characteristics of the related liabilities
within them. Segmentation of assets allows us to manage the risks and measure returns on capital for our various products.

Separate Accounts

Separate account assets are managed in accordance with the specific investment contracts and guidelines relating to our variable products. We generally do not bear any investment
risk on assets held in separate accounts. Rather, we receive investment management fees based on assets under management. Assets held in separate accounts are not available to satisfy general account obligations.



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Debt and Equity Securities Held in General Account

Our general account debt securities portfolio consists primarily of investment grade publicly traded and privately placed corporate bonds, residential mortgage-backed securities, commercial mortgage-backed securities and
asset-backed securities. As of December 31, 2007, our general account debt securities, with a carrying value of $1,709.6 million, represented 98.6% of total general account investments. Public debt securities represented 79.7% of total debt
securities, with the remaining 20.3% represented by private debt securities.

Each year, the majority of our general accounts net cash flows are invested in
investment grade debt securities. In addition, we maintain a portfolio allocation of between 6% and 10% of debt securities in below investment grade rated bonds. Allocations are based on our assessment of relative value and the likelihood of
enhancing risk-adjusted portfolio returns. The size of our allocation to below investment grade bonds is also constrained by the size of our net worth. We are subject to the risk that the issuers of the debt securities we own may default on
principal and interest payments, particularly in the event of a major economic downturn. Our investment strategy has been to invest the majority of our below investment grade rated bond exposure in the BB rating category, which is equivalent to a
Securities Valuation Office, or SVO, securities rating of 3. The BB rating category is the highest quality tier within the below investment grade universe, and BB rated securities historically experienced lower defaults compared to B or CCC rated
bonds. As of December 31, 2007, our total below investment grade securities totaled $144.0 million, or 8.4%, of our total debt security portfolio. Of that amount, $97.3 million, or 5.7%, of our debt security portfolio was invested in the BB
category. Our debt securities having an increased risk of default (those securities with an SVO rating of four or greater which is equivalent to B or below) totaled $46.7 million, or 2.7%, of our total debt security portfolio.

Our general account debt and equity securities are classified as available-for-sale and are reported at fair value with unrealized gains or losses included in equity. Accordingly,
the carrying value of such securities reflects their fair value at the balance sheet date. Fair value is based on quoted market price, where available. When quoted market prices are not available, we estimate fair value for debt securities by
discounting projected cash flows based on market interest rates currently being offered on similar terms to borrowers of similar credit quality, by quoted market prices of comparable instruments and by independent pricing sources or internally
developed pricing models. Investments whose value, in our judgment, is considered to be other-than-temporarily impaired are written down to fair value as a charge to realized investment losses included in our earnings. The cost basis of these
written-down investments is adjusted to fair value at the date the determination of impairment is made. The new cost basis is not changed for subsequent recoveries in value.



|                                            |  |                         |           |                        |   |            |  |      |         |  |   |        
|------------------------------------------- |  | ----------------------- | --------- | ---------------------- | - | ---------- |  | ---- | ------- |  | - | -------
|Debt Securities by Type and Credit Quality: |  | As of December 31, 2007
|($ in thousands)                            |  | Investment Grade        |           | Below Investment Grade
|                                            |  | Fair Value              |           | Cost                   |   | Fair Value |  | Cost
|                                            |  |                         |           |                       
|United States government and agency         |  | $                       | 65,774    |                        | $ | 64,884     |  | $    |        |  | $ |       
|State and political subdivision             |  |                         | 11,029    |                        |   | 11,134     |  |      |        |  |   |       
|Foreign government                          |  |                         | 11,477    |                        |   | 11,003     |  |      | 18,946  |  |   | 16,713 
|Corporate                                   |  |                         | 857,431   |                        |   | 872,664    |  |      | 117,627 |  |   | 126,318
|Mortgage-backed                             |  |                         | 358,479   |                        |   | 372,733    |  |      |        |  |   |       
|Other asset-backed                          |  |                         | 261,446   |                        |   | 281,404    |  |      | 7,377   |  |   | 7,523  
|                                            |  |                         |           |                        |   |            |  |      |         |  |   |        
|Total debt securities                       |  | $                       | 1,565,636 |                        | $ | 1,613,822  |  | $    | 143,950 |  | $ | 150,554
|                                            |  |                         |           |                        |   |            |  |      |         |  |   |        
|Percentage of total debt securities         |  |                         | 92%       |                        |   | 91%        |  |      | 8%      |  |   | 9%     
|                                            |  |                         |           |                        |   |            |  |      |         |  |   |        

We manage credit risk through industry and issuer diversification. Maximum exposure to an issuer is defined by quality
ratings, with higher quality issuers having larger exposure limits. Our investment approach has been to create a high level of industry diversification. The top five industry holdings as of December 31, 2007 in our debt securities portfolio are
banking (6.8%), diversified financial services (6.7%), insurance (3.3%), REITs (2.7%) and broker dealers (2.5%).

Total net unrealized losses on debt securities
were $54,790 thousand (unrealized losses of $71,029 thousand less unrealized gains of $16,239 thousand).



20



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At the end of each reporting period, we review our security holdings for potential recognition of an other-than-temporary
impairment. We maintain a watch list of securities in default, near default or otherwise considered by our investment professionals as being distressed, potentially distressed or requiring a heightened level of scrutiny. We also identify securities
whose carrying value has been below amortized cost on a continuous basis for zero to six months, six months to 12 months and greater than 12 months. This analysis is provided for investment grade and non-investment grade securities. Using this
analysis, coupled with our watch list, we review all securities whose fair value is less than 80% of amortized cost (significant unrealized loss) with emphasis on below investment grade securities with a continuous significant unrealized loss in
excess of six months. In addition, we review securities that had experienced lesser percentage declines in value on a more selective basis to determine if a security is other-than-temporarily impaired.

Our assessment of whether an investment by us in a debt or equity security is other-than-temporarily impaired includes whether the issuer has:



| | · |  | defaulted on payment obligations;
| | - |  | ---------------------------------



| | · |  | declared that it will default at a future point outside the current reporting period;
| | - |  | -------------------------------------------------------------------------------------



| | · |  | announced that a restructuring will occur outside the current reporting period;
| | - |  | -------------------------------------------------------------------------------



| | · |  | severe liquidity problems that cannot be resolved;
| | - |  | --------------------------------------------------



| | · |  | filed for bankruptcy;
| | - |  | ---------------------



| | · |  | a financial condition which suggests that future payments are highly unlikely;
| | - |  | ------------------------------------------------------------------------------



| | · |  | deteriorating financial condition and quality of assets;
| | - |  | --------------------------------------------------------



| | · |  | sustained significant losses during the current year;
| | - |  | -----------------------------------------------------



| | · |  | announced adverse changes or events such as changes or planned changes in senior management, restructurings, or a sale of assets; and/or
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| | · |  | been affected by any other factors that indicate that the fair value of the investment may have been negatively impacted.
| | - |  | -------------------------------------------------------------------------------------------------------------------------

The following table presents certain information with respect to our gross unrealized losses related to our investments in general account debt securities. Applicable deferred
policy acquisition costs and deferred income taxes reduce the effect of these losses on our comprehensive income.



|                                             |  |                         |           |             |   |               |  |               |          |  |   |         
|-------------------------------------------- |  | ----------------------- | --------- | ----------- | - | ------------- |  | ------------- | -------- |  | - | --------
|Duration of Gross Unrealized Losses on       |  | As of December 31, 2007
|General Account Securities: ($ in thousands) |  | Total                   |           | 0 - 6Months |   | 6 - 12 Months |  | Over 12Months
|                                             |  |                         |           |            
|Debt Securities                              |  |                         |           |             |   |               |  |               |          |  |   |         
|Total fair value                             |  | $                       | 1,128,642 |             | $ | 193,384       |  | $             | 184,274  |  | $ | 750,984 
|Total amortized cost                         |  |                         | 1,199,671 |             |   | 210,133       |  |               | 202,606  |  |   | 786,932 
|                                             |  |                         |           |             |   |               |  |               |          |  |   |         
|Unrealized losses                            |  | $                       | (71,029)  |             | $ | (16,749)      |  | $             | (18,332) |  | $ | (35,948)
|                                             |  |                         |           |             |   |               |  |               |          |  |   |         
|Unrealized losses after offsets              |  | $                       | (11,780)  |             | $ | (2,683)       |  | $             | (2,912)  |  | $ | (6,185) 
|                                             |  |                         |           |             |   |               |  |               |          |  |   |         
|Number of securities                         |  |                         | 654       |             |   | 137           |  |               | 106      |  |   | 411     
|                                             |  |                         |           |             |   |               |  |               |          |  |   |         
|                                             |  |                         |           |            
|Investment grade:                            |  |                         |           |             |   |               |  |               |          |  |   |         
|Unrealized losses                            |  | $                       | (61,748)  |             | $ | (15,440)      |  | $             | (17,844) |  | $ | (28,464)
|                                             |  |                         |           |             |   |               |  |               |          |  |   |         
|Unrealized losses after offsets              |  | $                       | (10,182)  |             | $ | (2,467)       |  | $             | (2,836)  |  | $ | (4,879) 
|                                             |  |                         |           |             |   |               |  |               |          |  |   |         
|                                             |  |                         |           |            
|Below investment grade:                      |  |                         |           |             |   |               |  |               |          |  |   |         
|Unrealized losses                            |  | $                       | (9,281)   |             | $ | (1,309)       |  | $             | (488)    |  | $ | (7,484) 
|                                             |  |                         |           |             |   |               |  |               |          |  |   |         
|Unrealized losses after offsets              |  | $                       | (1,598)   |             | $ | (216)         |  | $             | (76)     |  | $ | (1,306) 
|                                             |  |                         |           |             |   |               |  |               |          |  |   |         

For debt securities with gross unrealized losses, 86.4% of the unrealized losses after offsets for deferred policy
acquisition costs and deferred income taxes pertain to investment grade securities and 13.6% of the unrealized losses after offsets pertain to below investment grade securities at December 31, 2007.



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##### Table of Contents

The following table represents those securities whose fair value is less than 80% of amortized cost (significant unrealized loss)
that have been at a significant unrealized loss position on a continuous basis.



|                                                 |  |                         |          |             |   |              |  |               |   |  |   |  
|------------------------------------------------ |  | ----------------------- | -------- | ----------- | - | ------------ |  | ------------- | - |  | - | -
|Duration of Gross Unrealized Losses on           |  | As of December 31, 2007
|General Account Securities: ($ in thousands)     |  | Total                   |          | 0 - 6Months |   | 6 - 12Months |  | Over 12Months
|                                                 |  |                         |          |            
|Debt Securities                                  |  |                         |          |             |   |              |  |               |   |  |   |  
|Unrealized losses over 20% of cost               |  | $                       | (17,781) |             | $ | (17,781)     |  | $             |  |  | $ | 
|                                                 |  |                         |          |             |   |              |  |               |   |  |   |  
|Unrealized losses over 20% of cost after offsets |  | $                       | (2,780)  |             | $ | (2,780)      |  | $             |  |  | $ | 
|                                                 |  |                         |          |             |   |              |  |               |   |  |   |  
|Number of securities                             |  |                         | 31       |             |   | 31           |  |               |  |  |   | 
|                                                 |  |                         |          |             |   |              |  |               |   |  |   |  
|                                                 |  |                         |          |            
|Investment grade:                                |  |                         |          |             |   |              |  |               |   |  |   |  
|Unrealized losses over 20% of cost               |  | $                       | (13,848) |             | $ | (13,848)     |  | $             |  |  | $ | 
|                                                 |  |                         |          |             |   |              |  |               |   |  |   |  
|Unrealized losses over 20% of cost after offsets |  | $                       | (2,165)  |             | $ | (2,165)      |  | $             |  |  | $ | 
|                                                 |  |                         |          |             |   |              |  |               |   |  |   |  
|                                                 |  |                         |          |            
|Below investment grade:                          |  |                         |          |             |   |              |  |               |   |  |   |  
|Unrealized losses over 20% of cost               |  | $                       | (3,933)  |             | $ | (3,933)      |  | $             |  |  | $ | 
|                                                 |  |                         |          |             |   |              |  |               |   |  |   |  
|Unrealized losses over 20% of cost after offsets |  | $                       | (615)    |             | $ | (615)        |  | $             |  |  | $ | 
|                                                 |  |                         |          |             |   |              |  |               |   |  |   |  

In determining that the securities giving rise to the previously mentioned unrealized losses were not other-than-temporarily
impaired, we evaluated the factors cited above. In making these evaluations, we must exercise considerable judgment. Accordingly, there can be no assurance that actual results will not differ from our judgments and that such differences may require
the future recognition of other-than-temporary impairment charges that could have a material affect on our financial position and results of operations. In addition, the value of, and the realization of any loss on, a debt security or equity
security is subject to numerous risks, including interest rate risk, market risk, credit risk and liquidity risk. The magnitude of any loss incurred by us may be affected by the relative concentration of our investments in any one issuer or
industry. We have established specific policies limiting the concentration of our investments in any single issuer and industry and believe our investment portfolio is prudently diversified.

Residential Mortgage-Backed Securities

The weakness in the U.S. real estate
markets, increases in interest rates and the effects of relaxed underwriting standards for mortgages and home equity loans have led to higher delinquency rates for residential mortgage-backed securities, especially those originated in 2006 and those
designated as sub-prime. In addition, there have been increased concerns in the financial markets about residential mortgage-backed securities designated as Alt-A.

Sub-prime mortgage lending refers to the origination of residential mortgage loans to customers with weak or impaired credit profiles, including, but not limited to, those with the lowest credit scores. Alt-A mortgage lending refers to the
origination of residential mortgage loans to customers who are rated above the sub-prime category but below top rated prime borrowers, for reasons including, but not limited to, the election not to provide documentation for items such as income
sources.

We invest directly in residential mortgage-backed securities through our general account. To the extent these assets deteriorate in credit quality and
decline in value, we may realize impairment losses. We have been focused on identifying those securities that can withstand significant increases in delinquencies and foreclosures in the underlying mortgage pools before incurring a loss of
principal.



22



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##### Table of Contents

Most of our residential mortgage-backed securities portfolio is highly rated. As of December 31, 2007, over 94% of the total
residential portfolio was rated AAA or AA. We have $92,011 thousand of sub-prime exposure, which represents 5.0% of our general account. Substantially all of our sub-prime exposure is investment grade, and 97.6% is AAA rated, with another 1.7% in AA
securities. We have employed a disciplined approach in the analysis and monitoring of our mortgage-backed securities. Our approach involves a monthly review of each security. Underlying mortgage data is obtained from the securitys trustee and
analyzed for performance trends. A security-specific stress analysis is performed using the most recent trustee information. This analysis forms the basis for our determination of whether the security will pay in accordance with the contractual cash
flows. Our exposure to sub-prime mortgages originated after 2005 is less than 3% of our general account, with 99% of those securities rated AAA.



|                                        |  |                         |         |             |   |                     |  |       |  |        |  |      |  |      |  |             |  |     
|--------------------------------------- |  | ----------------------- | ------- | ----------- | - | ------------------- |  | ----- |  | ------ |  | ---- |  | ---- |  | ----------- |  | ----
|Residential Mortgage-Backed Securities:
|($ in thousands)                        |  | As of December 31, 2007
|                                        |  | BookValue               |         | MarketValue |   | % GeneralAccount(1) |  | AAA   |  | AA     |  | A    |  | BBB  |  | BB andBelow
|Collateral                              |  |                         |         |             |   |                     |  |       |  |        |  |      |  |      |  |             |  |     
|Agency                                  |  | $                       | 42,631  |             | $ | 42,247              |  | 2.3%  |  | 100.0% |  | 0.0% |  | 0.0% |  | 0.0%        |  | 0.0%
|Prime                                   |  |                         | 179,353 |             |   | 170,249             |  | 9.2%  |  | 90.3%  |  | 0.6% |  | 0.0% |  | 9.1%        |  | 0.0%
|Alt-A                                   |  |                         | 62,482  |             |   | 58,684              |  | 3.2%  |  | 91.4%  |  | 0.5% |  | 4.7% |  | 3.4%        |  | 0.0%
|Sub-prime                               |  |                         | 97,334  |             |   | 92,011              |  | 5.0%  |  | 97.6%  |  | 1.7% |  | 0.6% |  | 0.0%        |  | 0.1%
|                                        |  |                         |         |             |   |                     |  |       |  |        |  |      |  |      |  |             |  |     
|Total                                   |  | $                       | 381,800 |             | $ | 363,191             |  | 19.7% |  | 93.5%  |  | 0.8% |  | 0.9% |  | 4.8%        |  | 0.0%
|                                        |  |                         |         |             |   |                     |  |       |  |        |  |      |  |      |  |             |  |     



|(1) | Percentages based on Market Value.
|--- | ----------------------------------

Liquidity and Capital Resources

In the normal course of business, we enter into transactions involving various types of financial instruments such
as debt and equity securities. These instruments have credit risk and also may be subject to risk of loss due to interest rate and market fluctuations.

Our
liquidity requirements principally relate to the liabilities associated with various life insurance and annuity products and operating expenses. Liabilities arising from life insurance and annuity products include the payment of benefits, as well as
cash payments in connection with policy surrenders, withdrawals and loans.

Historically, we have used cash flow from operations and investment activities to fund
liquidity requirements. Our principal cash inflows from life insurance and annuities activities come from premiums, annuity deposits and charges on insurance policies and annuity contracts. Principal cash inflows from investment activities result
from repayments of principal, proceeds from maturities, sales of invested assets and investment income.

Additional liquidity to meet cash outflows is available from
our portfolio of liquid assets. These liquid assets include substantial holdings of United States government and agency bonds, short-term investments and marketable debt and equity securities.

A primary liquidity concern with respect to life insurance and annuity products is the risk of early policyholder and contractholder withdrawal. We closely monitor our liquidity
requirements in order to match cash inflows with expected cash outflows, and employ an asset/liability management approach tailored to the specific requirements of each product line, based upon the return objectives, risk tolerance, liquidity, tax
and regulatory requirements of the underlying products. In particular, we maintain investment programs intended to provide adequate funds to pay benefits without forced sales of investments. Products having liabilities with relatively long lives,
such as life insurance, are matched with assets having similar estimated lives, such as long-term bonds and private placement bonds. Shorter-term liabilities are matched with investments with short-term and medium-term fixed maturities.



23



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##### Table of Contents

|                                                                            |  |                    |           |         |      |           |   |           |  |     
|--------------------------------------------------------------------------- |  | ------------------ | --------- | ------- | ---- | --------- | - | --------- |  | ----
|Annuity Actuarial Reserves and Deposit Fund Liability                       |  | As of December 31,
|Withdrawal Characteristics:                                                 |  | 2007               |           | 2006   
|($ in thousands)                                                            |  | Amount(1)          |           | Percent |      | Amount(1) |   | Percent  
|                                                                            |  |                    |           |        
|Not subject to discretionary withdrawal provision                           |  | $                  | 34,807    |         | 1%   |           | $ | 28,769    |  | 1%  
|Subject to discretionary withdrawal without adjustment                      |  |                    | 531,863   |         | 12%  |           |   | 595,654   |  | 14% 
|Subject to discretionary withdrawal with market value adjustment            |  |                    | 252,525   |         | 6%   |           |   | 398,092   |  | 9%  
|Subject to discretionary withdrawal at contract value less surrender charge |  |                    | 355,558   |         | 8%   |           |   | 499,303   |  | 11% 
|Subject to discretionary withdrawal at market value                         |  |                    | 3,279,915 |         | 73%  |           |   | 2,865,268 |  | 65% 
|                                                                            |  |                    |           |         |      |           |   |           |  |     
|Total annuity contract reserves and deposit fund liability                  |  | $                  | 4,454,668 |         | 100% |           | $ | 4,387,086 |  | 100%
|                                                                            |  |                    |           |         |      |           |   |           |  |     



|(1) | Annuity contract reserves and deposit fund liability amounts are reported on a statutory basis, which more accurately reflects the
potential cash outflows and include variable product liabilities. Annuity contract reserves and deposit fund liabilities are monetary amounts that an insurer must have available to provide for future obligations with respect to its annuities and
deposit funds. These are liabilities in our financial statements prepared in conformity with statutory accounting practices. These amounts are at least equal to the values available to be withdrawn by policyholders.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Individual life insurance policies are less susceptible to withdrawals than annuity contracts because policyholders may incur surrender charges and be required to undergo a new
underwriting process in order to obtain a new insurance policy. As indicated in the table above, most of our annuity contract reserves and deposit fund liabilities are subject to withdrawals.

Individual life insurance policies, other than term life insurance policies, increase in cash values over their lives. Policyholders have the right to borrow an amount up to a
certain percentage of the cash value of their policies at any time. As of December 31, 2007, we had approximately $416,409 thousand in cash values with respect to which policyholders had rights to take policy loans. The majority of cash values
eligible for policy loans are at variable interest rates that are reset annually on the policy anniversary. Policy loans at December 31, 2007 were $21,605 thousand.

The primary liquidity risks regarding cash inflows from our investment activities are the risks of default by debtors, interest rate and other market volatility and potential illiquidity of investments. We closely monitor and manage these
risks.

We believe that our current and anticipated sources of liquidity are adequate to meet our present and anticipated needs.

Rating agencies assign financial strength ratings to Phoenix Life and its subsidiaries based on their opinions of the Companies ability to meet their
financial obligations. Ratings changes may result in increased or decreased interest costs in connection with future borrowings. Such an increase or decrease would affect our earnings and could affect our ability to finance our future growth.
Downgrades may also trigger defaults or repurchase obligations. The financial strength and debt ratings as of March 1, 2008 were as follows:



|                        |  |                                                                 
|----------------------- |  | ----------------------------------------------------------------
|Rating Agency           |  | Financial Strength Ratings of Phoenix Life and PHL Variable Life
|                        | 
|A.M. Best Company, Inc. |  | A (Excellent)                                                 
|Fitch                   |  | A+ (Strong)                                                   
|Moodys                 |  | A3 (Good)                                                     
|Standard & Poors       |  | A- (Strong)                                                   



24



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##### Table of Contents

Contractual Obligations and Commercial Commitments



|                                                    |  |                         |            |      |   |             |  |             |           |            |   |           |  |   |           
|--------------------------------------------------- |  | ----------------------- | ---------- | ---- | - | ----------- |  | ----------- | --------- | ---------- | - | --------- |  | - | ----------
|Contractual Obligations and Commercial
Commitments: |  | As of December 31, 2006
|($ in thousands)                                    |  | Total                   |            | 2008 |   | 2009  2010 |  | 2011  2012 |           | Thereafter
|                                                    |  |                         |            |      |  
|Contractual Obligations                             |  |                         |            |      |   |             |  |             |           |            |   |           |  |   |           
|Fixed contractual obligations(1)                    |  | $                       |           |      | $ |            |  | $           |          |            | $ |          |  | $ |          
|Other long-term liabilities(2)                      |  |                         | 14,159,110 |      |   | 87,338      |  |             | 1,496,523 |            |   | 1,329,308 |  |   | 10,461,941
|                                                    |  |                         |            |      |   |             |  |             |           |            |   |           |  |   |           
|Total contractual obligations(3)                    |  | $                       | 14,159,110 |      | $ | 87,338      |  | $           | 1,496,523 |            | $ | 1,329,308 |  | $ | 10,461,941
|                                                    |  |                         |            |      |   |             |  |             |           |            |   |           |  |   |           
|                                                    |  |                         |            |      |  
|Commercial Commitments                              |  |                         |            |      |   |             |  |             |           |            |   |           |  |   |           
|Commitments related to private placements           |  | $                       | 6,885      |      | $ | 6,885       |  | $           |          |            | $ |          |  | $ |          
|                                                    |  |                         |            |      |   |             |  |             |           |            |   |           |  |   |           
|Total commercial commitments                        |  | $                       | 6,885      |      | $ | 6,885       |  | $           |          |            | $ |          |  | $ |          
|                                                    |  |                         |            |      |   |             |  |             |           |            |   |           |  |   |           



|(1) | We have no fixed contractual obligations as all purchases are made by our parent company and the resulting expenses are allocated
to us when incurred.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Policyholder contractual obligations represent estimated benefits from life insurance and annuity contracts issued by us.
Policyholder contractual obligations also include separate account liabilities, which are contractual obligations of the separate account assets established under applicable state insurance laws and are legally insulated from our general account
assets.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Future obligations are based on our estimate of future investment earnings, mortality, surrenders and applicable
policyholder dividends. Actual obligations in any single year, or ultimate total obligations, may vary materially from these estimates as actual experience emerges. As described in Note 2 to our financial statements in this Form 10-K,
policy liabilities and accruals are recorded on the balance sheet in amounts adequate to meet the estimated future obligations of the policies in force. The policyholder obligations reflected in the table above exceed the policy liabilities,
policyholder deposit fund liabilities and separate account liabilities reported on our December 31, 2007 balance sheet because the above amounts do not reflect future investment earnings and future premiums and deposits on those policies.
Separate account obligations will be funded by the cash flows from separate account assets, while the remaining obligations will be funded by cash flows from investment earnings on general account assets and premiums and deposits on contracts in
force.

|(3) | Due to the uncertainty of the timing of future cash flows associated with our unrecognized tax benefits at December 31, 2007,
we are unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authorities. Therefore, $525 thousand of unrecognized tax benefits have been excluded from this table. See Note 9 to our financial
statements in this Form 10-K for additional information on unrecognized tax benefits.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Off-Balance Sheet Arrangements

As of December 31, 2007, we did not have any significant off-balance sheet arrangements as defined by Item 303(a)(4)(ii) of SEC Regulation S-K.

Reinsurance

We maintain life reinsurance programs designed to protect against large or
unusual losses in our life insurance business. Based on our review of their financial statements, reputations in the reinsurance marketplace and other relevant information, we believe that these reinsurers are financially sound and, therefore, that
we have no material exposure to uncollectible life reinsurance.

Statutory Capital and Surplus and Risk-Based Capital

Connecticut Insurance Law requires that Connecticut life insurers report their risk-based capital. Risk-based capital is based on a formula calculated by applying factors to
various asset, premium and statutory reserve items. The formula takes into account the risk characteristics of the insurer, including asset risk, insurance risk, interest rate risk and business risk. The Connecticut Insurance Department has
regulatory authority to require various actions by, or take various actions against, insurers whose Total Adjusted Capital (capital and surplus plus AVR) does not exceed certain risk-based capital levels.



25



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##### Table of Contents

The levels of regulatory action, the trigger point and the corrective actions required are
summarized below:

Company Action Level  results when Total Adjusted Capital falls below 200% of Authorized Control Level at which point
the company must file a comprehensive plan to the state insurance regulators;

Regulatory Action Level  results when Total Adjusted
Capital falls below 150% of Authorized Control Level where in addition to the above, insurance regulators are required to perform an examination or analysis deemed necessary and issue a corrective order specifying corrective actions;

Authorized Control Level results when Total Adjusted Capital falls below 100% of Authorized Control Level risk-based capital as defined by the NAIC
where in addition to the above, the insurance regulators are permitted but not required to place the company under regulatory control; and

Mandatory Control Level  results when Total Adjusted Capital falls below 80% of Authorized Control Level where insurance regulators are required to place the company under regulatory control.

At December 31, 2007, our Total Adjusted Capital level was in excess of 350% of Company Action Level. PNX management is committed to maintaining appropriate capital levels
for the Company to conduct business.

See Note 13 to our financial statements in this Form 10-K for more information.



|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk
|-------- | ----------------------------------------------------------

Enterprise Risk
Management

During 2003, PNX implemented a comprehensive, enterprise-wide risk management program under which PHL Variables operations are covered. Early
in 2004, PNX appointed a Chief Risk Officer, reporting to the Chief Financial Officer, to oversee all of our risk management activities. PNX has established an Enterprise Risk Management Committee, chaired by the Chief Executive Officer of PNX, to
follow our risk management principles and accomplish our objectives. In addition, PNX has established several management committees overseeing and addressing issues pertaining to all our major risksoperational, market and product, as well as
capital management.

Operational Risk

Operational risk is the risk of
loss resulting from inadequate or failed internal processes, people and systems or from external events. PNX has established an Operational Risk Committee, chaired by the Chief Risk Officer, to develop an enterprise-wide framework for managing and
measuring operational risks. This committee meets monthly and has a membership that represents all significant operating, financial and staff departments of PNX.

Market Risk

Market risk is the risk that we will incur losses due to adverse changes in market rates and prices. We have exposure to market risk
through both our investment activities and our insurance operations. Our investment objective is to maximize after-tax investment return within defined risk parameters. Our primary sources of market risk are:



| | · |  | interest rate risk, which relates to the market price and cash flow variability associated with changes in market interest rates;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| | · |  | credit risk, which relates to the uncertainty associated with the ongoing ability of an obligor to make timely payments of principal and interest; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | equity risk, which relates to the volatility of prices for equity and equity-like investments.
| | - |  | ----------------------------------------------------------------------------------------------



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##### Table of Contents

We measure, manage and monitor market risk associated with our insurance and annuity business, as part of our ongoing commitment to
fund insurance liabilities. We have developed an integrated process for managing the interaction between product features and market risk. This process involves our Corporate Finance, Corporate Portfolio Management, Life and Annuity Finance, and
Life and Annuity Product Development departments. These areas coordinate with each other and report results and make recommendations to our Asset-Liability Management Committee, or ALCO, chaired by the Chief Financial Officer.

We also measure, manage and monitor market risk associated with our general account investments, both backing insurance liabilities and supporting surplus. This process involves
Corporate Portfolio Management and Goodwin Capital Advisors, or Goodwin, the Hartford-based asset management affiliate of PNX. These organizations work together, make recommendations and report results to our Investment Policy Committee, chaired by
the Chief Investment Officer. Please refer to the sections that follow, including Debt and Equity Securities Held in General Account, for more information on our investment risk exposures. We regularly refine our policies and procedures
to appropriately balance market risk exposure and expected return.

Interest Rate Risk Management

Interest rate risk is the risk that we will incur economic losses due to adverse changes in interest rates. Our exposure to interest rate changes results primarily from our
interest-sensitive insurance liabilities and from our significant holdings of fixed rate investments. Our insurance liabilities largely comprise universal life policies and annuity contracts. Our fixed maturity investments include U.S. and foreign
government bonds, securities issued by government agencies, corporate bonds, asset-backed securities and mortgage-backed securities, most of which are exposed to changes in medium-term and long-term U.S. Treasury rates.

We manage interest rate risk as part of our asset-liability management and product development processes. Asset-liability management strategies include the segmentation of
investments by product line and the construction of investment portfolios designed to satisfy the projected cash needs of the underlying product liabilities. All asset-liability strategies are approved by the ALCO. We manage the interest rate risk
in portfolio segments by modeling and analyzing asset and product liability durations and projected cash flows under a number of interest rate scenarios.

One of the
key measures we use to quantify our interest rate exposure is duration, a measure of the sensitivity of the fair value of assets and liabilities to changes in interest rates. For example, if interest rates increase by 100 basis points, or 1%, the
fair value of an asset or liability with a duration of five is expected to decrease by 5%. We believe that as of December 31, 2007, our asset and liability portfolio durations were well matched, especially for our largest and most
interest-sensitive segments. We regularly undertake a sensitivity analysis that calculates liability durations under various cash flow scenarios. We also calculate key rate durations for assets and liabilities that show the impact of interest rate
changes at specific points on the yield curve. In addition, we monitor the short- and medium-term asset and liability cash flows profiles by portfolio to manage our liquidity needs.

To calculate duration for liabilities, we project liability cash flows under a number of stochastically-generated interest rate scenarios and discount them to a net present value using a risk-free market rate increased for our
own credit risk. For interest-sensitive liabilities the projected cash flows reflect the impact of the specific scenarios on policyholder behavior as well as the effect of minimum guarantees. Duration is calculated by revaluing these cash flows at
an alternative level of interest rates and by determining the percentage change in fair value from the base case.

We also manage interest rate risk by emphasizing
the purchase of securities that feature prepayment restrictions and call protection. Our product design and pricing strategies include the use of surrender charges or restrictions on withdrawals in some products.



27



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##### Table of Contents

The selection of a 100 basis point immediate increase or decrease in interest rates at all points on the yield curve is a
hypothetical rate scenario used to demonstrate potential risk. While a 100 basis point immediate increase or decrease of this type does not represent our view of future market changes, it is a hypothetical near-term change that illustrates the
potential effect of such events. Although these fair value measurements provide a representation of interest rate sensitivity, they are based on our portfolio exposures at a point in time and may not be representative of future market results. These
exposures will change as a result of on-going portfolio transactions in response to new business, managements assessment of changing market conditions and available investment opportunities.

The table below shows the estimated interest rate sensitivity of our fixed income financial instruments measured in terms of fair value.



|                                          |  |                         |           |                       |   |            |  |                       |           |  |   |          
|----------------------------------------- |  | ----------------------- | --------- | --------------------- | - | ---------- |  | --------------------- | --------- |  | - | ---------
|Interest Rate Sensitivity of Fixed Income |  | As of December 31, 2007
|Financial Instruments: ($ in thousands)   |  | CarryingValue           |           | -100 BasisPointChange |   | Fair Value |  | +100 BasisPointChange
|                                          |  |                         |           |                      
|Cash and cash equivalents                 |  | $                       | 108,200   |                       | $ | 108,275    |  | $                     | 108,200   |  | $ | 108,106  
|Available-for-sale debt securities        |  |                         | 1,709,586 |                       |   | 1,790,109  |  |                       | 1,709,586 |  |   | 1,629,063
|                                          |  |                         |           |                       |   |            |  |                       |           |  |   |          
|Total                                     |  | $                       | 1,817,786 |                       | $ | 1,898,384  |  | $                     | 1,817,786 |  | $ | 1,737,169
|                                          |  |                         |           |                       |   |            |  |                       |           |  |   |          

Credit Risk Management

We manage
credit risk through the fundamental analysis of the underlying obligors, issuers and transaction structures. Through Goodwin, we employ a staff of experienced credit analysts who review obligors management, competitive position, cash flow,
coverage ratios, liquidity and other key financial and non-financial information. These analysts recommend the investments needed to fund our liabilities while adhering to diversification and credit rating guidelines. In addition, when investing in
private debt securities, we rely upon broad access to management information, negotiated protective covenants, call protection features and collateral protection. We review our debt security portfolio regularly to monitor the performance of obligors
and assess the stability of their current credit ratings.

We also manage credit risk through industry and issuer diversification and asset allocation. Maximum
exposure to an issuer or derivatives counterparty is defined by quality ratings, with higher quality issuers having larger exposure limits. We have an overall limit on below investment grade rated issuer exposure.

Equity Risk Management

Equity risk is the risk that we will incur economic losses due
to adverse changes in equity prices. Our exposure to changes in equity prices primarily results from our variable annuity and variable life products. We manage our insurance liability risks on an integrated basis with other risks through our
liability and risk management and capital and other asset allocation strategies.

Certain of our annuity products contain guaranteed minimum death benefits. The
guaranteed minimum death benefit feature provides annuity contract holders with a guarantee that the benefit received at death will be no less than a prescribed amount. This minimum amount is based on the net deposits paid into the contract, the net
deposits accumulated at a specified rate, the highest historical account value on a contract anniversary or, if a contract has more than one of these features, the greatest of these values. To the extent that the guaranteed minimum death benefit is
higher than the current account value at the time of death, we incur a cost. This typically results in an increase in annuity policy benefits in periods of declining financial markets and in periods of stable financial markets following a decline.
Net of reinsurance, the difference between the guaranteed minimum death benefit and the current account value (net amount at risk) for all existing contracts was $42,461 thousand and $46,610 thousand as of December 31, 2007 and 2006,
respectively. This is our exposure to loss should all of our contractholders have died on either December 31, 2007 or 2006. See Note 7 to our financial statements in this Form 10-K for more information.



28



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##### Table of Contents

Certain of our life and annuity products contain guaranteed minimum living benefits. These include guaranteed minimum accumulation,
withdrawal, income and payout annuity floor benefits. The guaranteed minimum accumulation benefit guarantees a return of deposit to a policyholder after 10 years regardless of market performance. The guaranteed minimum withdrawal benefit guarantees
that a policyholder can withdraw 5% for life regardless of market performance. The guaranteed minimum income benefit guarantees that a policyholder can convert his or her account value into a guaranteed payout annuity at a guaranteed minimum
interest rate and a guaranteed mortality basis, while also assuming a certain level of growth in the initial deposit. We have entered into a contract with Phoenix Life whereby we cede 100% of any claims for the accumulation and withdrawal
guarantees. We continue to analyze and refine our strategies for managing risk exposures associated with all our separate account guarantees. The statutory reserves for these totaled $11,179 thousand and $6,546 thousand at December 31, 2007 and
2006, respectively. The GAAP reserves totaled $7,079 thousand and $4,833 thousand at December 31, 2007 and 2006, respectively.

See Note 4 to our financial
statements in this Form 10-K for more information regarding deferred policy acquisition costs.

Foreign Currency Exchange Risk Management

Foreign currency exchange risk is the risk that we will incur economic losses due to adverse changes in foreign currency exchange rates. Our functional currency is the U.S.
dollar. Our exposure to fluctuations in foreign exchange rates against the U.S. dollar primarily results from our holdings in non-U.S. dollar-denominated debt and equity securities which are not material to our financial statements at
December 31, 2007.



|Item 8. | Financial Statements and Supplementary Data
|------- | -------------------------------------------

The Financial Statements required by this item are presented beginning on page F-1.



|Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|------- | ------------------------------------------------------------------------------------

None.



|Item 9A. | Controls and Procedures
|-------- | -----------------------

Evaluation of Disclosure Controls and Procedures

We have carried out an evaluation under the supervision and with the participation of our management, including our Principal Executive Officer and our
Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the
possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our
evaluation, these officers have concluded that, as of December 31, 2007, the disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the
Securities and Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the SECs rules and forms.



29



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Managements Annual Report on Internal Control over Financial Reporting

Our management, including our Principal Executive Officer and our Principal Financial Officer, is responsible for establishing and maintaining an adequate system of internal
control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting
purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management has assessed the effectiveness of our internal
control over financial reporting as of December 31, 2007. In making its assessment, management has used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control  Integrated
Framework. Management concluded that, based on its assessment, our internal control over financial reporting was effective as of December 31, 2007. This Annual Report does not include an attestation report of the Companys registered
public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only managements report in this Annual Report.



|Item 9B. | Other Information
|-------- | -----------------

None.



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##### Table of Contents

PART III



|Item 10. | Directors, Executive Officers and Corporate Governance
|-------- | ------------------------------------------------------

The registrant has
omitted this information from this report as the registrant meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing this Form with the reduced disclosure format permitted by that
General Instruction.



|Item 11. | Executive Compensation
|-------- | ----------------------

The registrant has omitted this information from this
report as the registrant meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing this Form with the reduced disclosure format permitted by that General Instruction.



|Item 12. | Security Ownership of Certain Beneficial Owners and Management
|-------- | --------------------------------------------------------------

The registrant
has omitted this information from this report as the registrant meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing this Form with the reduced disclosure format permitted by
that General Instruction.



|Item 13. | Certain Relationships and Related Transactions, and Director Independence
|-------- | -------------------------------------------------------------------------

The
registrant has omitted this information from this report as the registrant meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing this Form with the reduced disclosure format
permitted by that General Instruction.



|Item 14. | Principal Accounting Fees and Services
|-------- | --------------------------------------

The following is a description of the
fees earned by PricewaterhouseCoopers LLP (PwC) for services rendered to the Company for each of the two years in the period ended December 31, 2007:



|                   |  |      |     |      |   |    
|------------------ |  | ---- | --- | ---- | - | ---
|($ in thousands)   |  | 2007 |     | 2006
|                   |  |     
|Audit fees         |  | $    | 623 |      | $ | 666
|Audit-related fees |  |      |    |      |   |   
|Tax fees           |  |      |    |      |   |   
|All other fees     |  |      |    |      |   |   
|                   |  |      |     |      |   |    
|Total fees         |  | $    | 623 |      | $ | 666
|                   |  |      |     |      |   |    

Audit Fees: Audit fees consist of fees billed for professional service rendered for the annual audits of the
Companys financial statements and the review of the Companys interim condensed financial statements. Audit fees also include fees for services that are closely related to the audit, such as consents related to SEC registration statements
and audits of the Companys sponsored separate accounts.

Audit-related Fees: There were no other audit-related fees incurred for each of the two years
in the period ended December 31, 2007.

All Other Fees: The Company did not incur any charges from PricewaterhouseCoopers LLP for other services rendered
to the Company for matters such as general consulting for each of the two years in the period ended December 31, 2007.



31



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##### Table of Contents

Audit Committee:A Special Meeting of the Board of Directors of the Company was held on December 23, 2005. The Company
recommended and the Board established an Audit Committee. For each of the two fiscal years in the period ended December 31, 2007, neither the Board of Directors nor the Audit Committee had preapproved any audit, audit-related, recurring or
non-audit services.

At the Special Meeting, the Board established a policy to assure the independence of its independent registered public accounting firm. Prior to
each fiscal year, the Audit Committee will receive a written report from PwC describing the elements expected to be performed in the course of its audit of the Companys financial statements for the coming year. The Audit Committee may approve
the scope and fees not only for the proposed audit, but also for various recurring audit-related services. For services of its independent registered public accounting firm that are neither audit-related nor recurring, a Company vice president may
submit in writing a request to the Companys internal auditor, accompanied by approval of the Companys Chief Financial Officer or Chief Accounting Officer. The Audit Committee may pre-approve the requested service as long as it is not a
prohibited non-audit service and the performance of such service would be consistent with all applicable rules on auditor independence. The Audit Committee may also delegate pre-approval authority to one or more of its members.



32



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##### Table of Contents

PART IV



|Item 15. | Exhibits, Financial Statement Schedules
|-------- | ---------------------------------------



|(a) | Documents filed as part of this Form 10-K include:
|--- | --------------------------------------------------



| | 1. | Financial Statements. The financial statements listed in Part II of the Table of Contents to this Form 10-K are filed as part of this Form 10-K;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Financial Statement Schedules. All financial statement schedules are omitted as they are not applicable or the information is shown in the financial statements or notes thereto; and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Exhibits. Those items listed in the Exhibit Index in Section E of this report which are marked with an (*) are filed with this report.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------

*     *     *     *     *



33



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                      |  |                                                             |  |                          
|--------------------- |  | ----------------------------------------------------------- |  | -------------------------
|                      |  | PHL VARIABLE INSURANCE COMPANY                             
|                      |  | (Registrant)                                               
|                      |  |                                                            
|Dated: March 18, 2008 |  | By:                                                         |  | /s/ Philip K. Polkinghorn
|                      |  | Philip K. Polkinghorn                                      
|                      |  | President                                                  
|                      |  | (Principal Executive Officer)                              
|                      |  |                                                            
|Dated: March 18, 2008 |  | By:                                                         |  | /s/ Peter A. Hofmann     
|                      |  | Peter A. Hofmann                                           
|                      |  | Senior Executive Vice President and Chief Financial Officer
|                      |  | (Principal Financial Officer)                              
|                      |  |                                                            
|Dated: March 18, 2008 |  | By:                                                         |  | /s/ David R. Pellerin    
|                      |  | David R. Pellerin                                          
|                      |  | Senior Vice President and Chief Accounting Officer         
|                      |  | (Principal Accounting Officer)                             

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below, dated March 18,
2008, by the following persons on behalf of the Registrant and in the capacities indicated.



|                                |  |  |  |                                
|------------------------------- |  |  |  | -------------------------------
|                                |  | 
|/s/ James D. Wehr               |  |  |  | /s/ Christopher M. Wilkos      
|James D. Wehr, Director         |  |  |  | Christopher M. Wilkos, Director
|                                |  | 
|/s/ Philip K. Polkinghorn       |  |  |  |                                
|Philip K. Polkinghorn, Director |  |  |  |                                



34



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##### Table of Contents

EX
HIBIT INDEX



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                         
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                         
|        | 
|3.1     |  | Form of Amended and Restated Certificate of Incorporation (as amended and restated effective May 31, 1994) (incorporated herein by reference to Exhibit 3.1 to the PHL Variable Insurance Companys
Annual Report on Form 10-K filed March 31, 2006)                                                                                                                                                    
|        | 
|3.2     |  | Bylaws of PHL Variable Life Insurance Company (as amended and restated effective May 16, 2002) (incorporated herein by reference to Exhibit 3.2 to the PHL Variable Insurance Companys Annual Report
on Form 10-K filed March 31, 2006)                                                                                                                                                                
|        | 
|10.1    |  | Services Agreement effective as of January 1, 1995 by and among PHL Variable Insurance Company, Phoenix Life Insurance Company, American Life and Reassurance Company, Phoenix American Life Insurance
Company and Phoenix Home Life Mutual Insurance Company (incorporated herein by reference to Exhibit 10.1 to the PHL Variable Insurance Companys Annual Report on Form 10-K filed March 31, 2006)
|        | 
|10.2    |  | Investment Management Agreement effective as of January 1, 1995 by and between PHL Variable Insurance Company and Phoenix Investment Counsel, Inc. (incorporated herein by reference to Exhibit 10.2 to the
PHL Variable Insurance Companys Annual Report on Form 10-K filed March 31, 2006)                                                                                                           
|        | 
|10.3    |  | Amendment #1 (effective as of January 1, 1998) to the Investment Management Agreement dated as of January 1, 1995 by and between PHL Variable Insurance Company and Phoenix Investment Counsel, Inc.
(incorporated herein by reference to Exhibit 10.3 to the PHL Variable Insurance Companys Annual Report on Form 10-K filed March 31, 2006)                                                         
|        | 
|10.4    |  | Amended and Restated Tax Allocation Agreement dated as of January 1, 2001 by and among The Phoenix Companies, Inc. and most of its subsidiaries (incorporated herein by reference to Exhibit 10.4 to the PHL
Variable Insurance Companys Annual Report on Form 10-K filed March 31, 2006)                                                                                                              
|        | 
|10.5    |  | Amendment #1 (effective as of January 1, 2006) to the Amended and Restated Tax Allocation Agreement dated as of January 1, 2001 by and among The Phoenix Companies, Inc. and most of its subsidiaries
(incorporated herein by reference to Exhibit 10.5 to the PHL Variable Insurance Companys Annual Report on Form 10-K filed March 31, 2006)                                                        
|        | 
|23.1    |  | Consent of Independent Registered Accounting Firm*                                                                                                                                                                                                                                                                                                                                                      
|        | 
|31.1    |  | Certification of Philip K. Polkinghorn, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*                                                                                                                                                                                                                                                                             
|        | 
|31.2    |  | Certification of Peter A. Hofmann, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*                                                                                                                                                                                                                                                                                  
|        | 
|32      |  | Certification by Philip K. Polkinghorn, Chief Executive Officer and Peter A. Hofmann, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*                                                                                                                                                                                                                               
|       
|       
|*       |  | Filed herewith                                                                                                                                                                                                                                                                                                                                                                                          

We will furnish any exhibit upon the payment of a reasonable fee, which fee shall be limited to our reasonable expenses
in furnishing such exhibit. Requests for copies should be directed to: Corporate Secretary, PHL Variable Insurance Company, One American Row, P.O. Box 5056, Hartford, Connecticut 06102-5056.



E-1



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##### Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholder of

PHL Variable Insurance Company:

In our opinion, the accompanying balance sheets and the related statements of income,
comprehensive income and changes in stockholders equity and of cash flows present fairly, in all material respects, the financial position of PHL Variable Insurance Company (the Company) at December 31, 2007 and 2006, and the results of
its operations and its cash flows for each of the three years in the period ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility
of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.



|                              
|------------------------------
|                              
|/s/ PricewaterhouseCoopers LLP
|Hartford, Connecticut         
|March 7, 2008                 



F-1



---

##### Table of Contents

PHL VARIABLE INSURANCE COMPANY

Balance Sheet

($ in thousands, except share data)

December 31, 2007 and 2006



|                                                                           |  |      |           |      |   |          
|-------------------------------------------------------------------------- |  | ---- | --------- | ---- | - | ---------
|                                                                           |  | 2007 |           | 2006
|ASSETS:                                                                    |  |      |           |      |   |          
|Available-for-sale debt securities, at fair value                          |  | $    | 1,709,586 |      | $ | 2,050,989
|Policy loans, at unpaid principal balances                                 |  |      | 22,819    |      |   | 15,542   
|Other investments                                                          |  |      | 1,251     |      |   | 1,612    
|                                                                           |  |      |           |      |   |          
|Total investments                                                          |  |      | 1,733,656 |      |   | 2,068,143
|Cash and cash equivalents                                                  |  |      | 108,200   |      |   | 47,127   
|Accrued investment income                                                  |  |      | 17,518    |      |   | 19,882   
|Receivables                                                                |  |      | 37,178    |      |   | 54,534   
|Deferred policy acquisition costs                                          |  |      | 1,007,811 |      |   | 703,794  
|Receivable from related parties                                            |  |      | 527       |      |   | 300      
|Other assets                                                               |  |      | 20,214    |      |   | 2,356    
|Separate account assets                                                    |  |      | 3,389,356 |      |   | 2,953,063
|                                                                           |  |      |           |      |   |          
|Total assets                                                               |  | $    | 6,314,460 |      | $ | 5,849,199
|                                                                           |  |      |           |      |   |          
|                                                                           |  |     
|LIABILITIES:                                                               |  |      |           |      |   |          
|Policyholder deposit funds                                                 |  | $    | 1,134,635 |      | $ | 1,491,367
|Policy liabilities and accruals                                            |  |      | 966,945   |      |   | 706,198  
|Deferred income taxes                                                      |  |      | 140,115   |      |   | 96,654   
|Payable to related parties                                                 |  |      | 28,969    |      |   | 25,081   
|Other liabilities                                                          |  |      | 48,304    |      |   | 26,576   
|Separate account liabilities                                               |  |      | 3,389,356 |      |   | 2,953,063
|                                                                           |  |      |           |      |   |          
|Total liabilities                                                          |  |      | 5,708,324 |      |   | 5,298,939
|                                                                           |  |      |           |      |   |          
|                                                                           |  |     
|CONTINGENT LIABILITIES (Note 14)                                           |  |      |           |      |   |          
|                                                                           |  |     
|STOCKHOLDERS EQUITY:                                                      |  |      |           |      |   |          
|Common stock, $5,000 par value: 1,000 shares authorized; 500 shares issued |  |      | 2,500     |      |   | 2,500    
|Additional paid-in capital                                                 |  |      | 553,218   |      |   | 503,234  
|Retained earnings                                                          |  |      | 62,202    |      |   | 47,215   
|Accumulated other comprehensive loss                                       |  |      | (11,784)  |      |   | (2,689)  
|                                                                           |  |      |           |      |   |          
|Total stockholders equity                                                 |  |      | 606,136   |      |   | 550,260  
|                                                                           |  |      |           |      |   |          
|Total liabilities and stockholders equity                                 |  | $    | 6,314,460 |      | $ | 5,849,199
|                                                                           |  |      |           |      |   |          

The accompanying notes are an integral part of these financial statements.



F-2



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##### Table of Contents

PHL VARIABLE INSURANCE COMPANY

Statement of Income, Comprehensive Income and Changes in Stockholders Equity

($ in thousands)

Years Ended December 31, 2007, 2006 and 2005



|                                                      |  |      |         |      |   |         |  |   |         
|----------------------------------------------------- |  | ---- | ------- | ---- | - | ------- |  | - | --------
|                                                      |  | 2007 |         | 2006 |   | 2005   
|REVENUES:                                             |  |      |         |      |   |         |  |   |         
|Premiums                                              |  | $    | 18,602  |      | $ | 13,575  |  | $ | 9,521   
|Insurance and investment product fees                 |  |      | 263,696 |      |   | 180,498 |  |   | 109,270 
|Investment income, net of expenses                    |  |      | 109,607 |      |   | 129,325 |  |   | 154,374 
|Net realized investment losses                        |  |      | (7,043) |      |   | (2,460) |  |   | (10,569)
|                                                      |  |      |         |      |   |         |  |   |         
|Total revenues                                        |  |      | 384,862 |      |   | 320,938 |  |   | 262,596 
|                                                      |  |      |         |      |   |         |  |   |         
|                                                      |  |      |        
|BENEFITS AND EXPENSES:                                |  |      |         |      |   |         |  |   |         
|Policy benefits                                       |  |      | 157,616 |      |   | 151,285 |  |   | 130,279 
|Policy acquisition cost amortization                  |  |      | 124,015 |      |   | 91,168  |  |   | 80,402  
|Other operating expenses                              |  |      | 83,601  |      |   | 65,388  |  |   | 50,493  
|                                                      |  |      |         |      |   |         |  |   |         
|Total benefits and expenses                           |  |      | 365,232 |      |   | 307,841 |  |   | 261,174 
|                                                      |  |      |         |      |   |         |  |   |         
|Income before income taxes                            |  |      | 19,630  |      |   | 13,097  |  |   | 1,422   
|Applicable income tax (expense) benefit               |  |      | (3,643) |      |   | (3,016) |  |   | 2,801   
|                                                      |  |      |         |      |   |         |  |   |         
|Net income                                            |  | $    | 15,987  |      | $ | 10,081  |  | $ | 4,223   
|                                                      |  |      |         |      |   |         |  |   |         
|                                                      |  |      |        
|FEES PAID TO RELATED PARTIES (NOTE 10)                |  |      |         |      |   |         |  |   |         
|                                                      |  |      |        
|COMPREHENSIVE INCOME:                                 |  |      |         |      |   |         |  |   |         
|Net income                                            |  | $    | 15,987  |      | $ | 10,081  |  | $ | 4,223   
|                                                      |  |      |         |      |   |         |  |   |         
|Net unrealized investment losses                      |  |      | (9,095) |      |   | (1,277) |  |   | (9,986) 
|Net unrealized derivative instruments losses          |  |      |        |      |   | (807)   |  |   | (335)   
|                                                      |  |      |         |      |   |         |  |   |         
|Other comprehensive loss                              |  |      | (9,095) |      |   | (2,084) |  |   | (10,321)
|                                                      |  |      |         |      |   |         |  |   |         
|Comprehensive income (loss)                           |  | $    | 6,892   |      | $ | 7,997   |  | $ | (6,098) 
|                                                      |  |      |         |      |   |         |  |   |         
|                                                      |  |      |        
|ADDITIONAL PAID-IN CAPITAL:                           |  |      |         |      |   |         |  |   |         
|Capital contributions from parent                     |  | $    | 49,984  |      | $ |        |  | $ |        
|                                                      |  |      |        
|RETAINED EARNINGS:                                    |  |      |         |      |   |         |  |   |         
|Adjustment for initial application of FIN 48 (Note 2) |  |      | (1,000) |      |   |        |  |   |        
|Net income                                            |  |      | 15,987  |      |   | 10,081  |  |   | 4,223   
|                                                      |  |      |        
|ACCUMULATED OTHER COMPREHENSIVE INCOME:               |  |      |         |      |   |         |  |   |         
|Other comprehensive loss                              |  |      | (9,095) |      |   | (2,084) |  |   | (10,321)
|                                                      |  |      |         |      |   |         |  |   |         
|                                                      |  |      |        
|Change in stockholders equity                        |  |      | 55,876  |      |   | 7,997   |  |   | (6,098) 
|Stockholders equity, beginning of year               |  |      | 550,260 |      |   | 542,263 |  |   | 548,361 
|                                                      |  |      |         |      |   |         |  |   |         
|Stockholders equity, end of year                     |  | $    | 606,136 |      | $ | 550,260 |  | $ | 542,263 
|                                                      |  |      |         |      |   |         |  |   |         

The accompanying notes are an integral part of these financial statements.



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##### Table of Contents

PHL VARIABLE INSURANCE COMPANY

Statement of Cash Flows

($ in thousands)

Years Ended December 31, 2007, 2006 and 2005



|                                              |  |      |           |      |   |             |  |   |            
|--------------------------------------------- |  | ---- | --------- | ---- | - | ----------- |  | - | -----------
|                                              |  | 2007 |           | 2006 |   | 2005       
|OPERATING ACTIVITIES:                         |  |      |           |      |   |             |  |   |            
|Net income                                    |  | $    | 15,987    |      | $ | 10,081      |  | $ | 4,223      
|Net realized investment losses                |  |      | 7,043     |      |   | 2,460       |  |   | 10,569     
|Investment (gains) losses                     |  |      | 1,473     |      |   | 4,206       |  |   | (15,293)   
|Deferred income taxes                         |  |      | 48,358    |      |   | 24,419      |  |   | 15,512     
|(Increase) decrease in receivables            |  |      | (4,520)   |      |   | (6,939)     |  |   | 4,091      
|Increase in deferred policy acquisition costs |  |      | (276,592) |      |   | (179,410)   |  |   | (56,634)   
|Increase in policy liabilities and accruals   |  |      | 278,134   |      |   | 210,368     |  |   | 155,315    
|Other assets and other liabilities change     |  |      | 7,868     |      |   | (1,224)     |  |   | 30,634     
|                                              |  |      |           |      |   |             |  |   |            
|Cash from operating activities                |  |      | 77,751    |      |   | 63,961      |  |   | 148,417    
|                                              |  |      |           |      |   |             |  |   |            
|                                              |  |      |          
|INVESTING ACTIVITIES:                         |  |      |           |      |   |             |  |   |            
|Investment purchases                          |  |      | (890,909) |      |   | (1,007,973) |  |   | (1,148,093)
|Investment sales, repayments and maturities   |  |      | 1,207,988 |      |   | 1,728,360   |  |   | 1,357,687  
|                                              |  |      |           |      |   |             |  |   |            
|Cash from investing activities                |  |      | 317,079   |      |   | 720,387     |  |   | 209,594    
|                                              |  |      |           |      |   |             |  |   |            
|                                              |  |      |          
|FINANCING ACTIVITIES:                         |  |      |           |      |   |             |  |   |            
|Policyholder deposit fund deposits            |  |      | 266,750   |      |   | 223,309     |  |   | 236,099    
|Policyholder deposit fund withdrawals         |  |      | (625,507) |      |   | (986,348)   |  |   | (607,890)  
|Capital contributions from parent             |  |      | 25,000    |      |   |            |  |   |           
|                                              |  |      |           |      |   |             |  |   |            
|Cash for financing activities                 |  |      | (333,757) |      |   | (763,039)   |  |   | (371,791)  
|                                              |  |      |           |      |   |             |  |   |            
|Change in cash and cash equivalents           |  |      | 61,073    |      |   | 21,309      |  |   | (13,780)   
|Cash and cash equivalents, beginning of year  |  |      | 47,127    |      |   | 25,818      |  |   | 39,598     
|                                              |  |      |           |      |   |             |  |   |            
|Cash and cash equivalents, end of year        |  | $    | 108,200   |      | $ | 47,127      |  | $ | 25,818     
|                                              |  |      |           |      |   |             |  |   |            

The accompanying notes are an integral part of these financial statements.



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##### Table of Contents

PHL VARIABLE INSURANCE COMPANY

Notes to Financial Statements

Years Ended
December 31, 2007, 2006 and 2005

1.  Organization and Operations

PHL Variable Insurance Company is a life insurance company offering variable and fixed annuity and non-participating life insurance products. It is a wholly-owned subsidiary of PM Holdings, Inc. PM Holdings, Inc. is a
wholly-owned subsidiary of Phoenix Life Insurance Company (Phoenix Life), which is a wholly-owned subsidiary of The Phoenix Companies, Inc. (PNX), a New York Stock Exchange listed company. Phoenix Home Life Mutual Insurance Company demutualized on
June 25, 2001 by converting from a mutual life insurance company to a stock life insurance company, became a wholly-owned subsidiary of PNX and changed its name to Phoenix Life Insurance Company.

2.  Basis of Presentation and Significant Accounting Policies

We have
prepared these financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP, which differ materially from the accounting practices prescribed by various insurance regulatory authorities.
We have reclassified certain amounts for 2006 and 2005 to conform with the 2007 presentation.

Use of estimates

In preparing these financial statements in conformity with GAAP, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. We employ significant estimates and assumptions in the determination of deferred
policy acquisition costs; policyholder liabilities and accruals; the valuation of investments in debt and equity securities; and accruals for deferred income taxes and contingent liabilities.

Adoption of new accounting standards

We adopted the provisions of the Financial
Accounting Standards Board, or FASB, Interpretation No. 48, Accounting for Uncertainty in Income Taxes, or FIN 48, on January 1, 2007. As a result of the implementation of FIN 48, we recognized an increase in reserves for
uncertain tax benefits through a cumulative effect adjustment of approximately $1,000 thousand, which was accounted for as a reduction to the January 1, 2007 balance of retained earnings. Including the cumulative effect adjustment, we had
$1,840 thousand of total gross unrecognized tax benefits as of January 1, 2007. The entire amount of unrecognized tax benefits would, if recognized, impact the annual effective tax rate upon recognition. See Note 9 to these financial
statements for more information.

In September 2006, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 108, Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, or SAB 108. SAB 108 provides guidance for how errors should be evaluated to assess materiality from a quantitative perspective.
SAB 108 permits companies to initially apply its provisions by either restating prior financial statements or recording the cumulative effect of initially applying the approach as adjustments to the carrying values of assets and liabilities as
of January 1, 2006 with an offsetting adjustment to retained earnings. We adopted SAB 108 on December 31, 2006 with no effect on our financial statements.

In March 2006, the FASB issued Statement of Financial Accounting Standards No. 156, Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, or SFAS 156. SFAS 156 provides guidance on
recognition and disclosure of servicing assets and liabilities and was effective beginning January 1, 2007. We adopted this standard effective January 1, 2007 with no material impact on our financial position and results of operations.



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##### Table of Contents

2.  Basis of Presentation and Significant Accounting Policies (continued)



Effective January 1, 2006, we adopted SFAS No. 155, Accounting for Certain Hybrid Financial Instruments, or
SFAS 155. SFAS 155 resolves certain issues surrounding the accounting for beneficial interests in securitized financial assets. Our adoption of SFAS 155 did not have a material effect on our financial statements.

Effective January 1, 2006, we adopted FASB Staff Position Nos. FAS 115-1 and FAS 124-1, The Meaning of Other-Than-Temporary Impairment and Its Application to
Certain Investments, or FSP 115-1. FSP 115-1 provides guidance as to the determination of other-than-temporarily impaired securities and requires certain financial disclosures with respect to unrealized losses. These accounting and
disclosure requirements largely codify our existing practices as to other-than-temporarily impaired securities and thus, our adoption did not have a material effect on our financial statements.

In September 2005, the Accounting Standards Executive Committee, or AcSEC, of the AICPAs issued Statement of Position 05-1, Accounting by Insurance Enterprises for
Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts, or SOP 05-1. SOP 05-1 provides guidance on accounting by insurance enterprises for deferred acquisition costs on internal replacements of
insurance and investment contracts other than those specifically described in SFAS No. 97. The SOP defines an internal replacement as a modification in product benefits, features, rights, or coverages that occurs by the exchange of a contract
for a new contract, or by amendment, endorsement, or rider to a contract, or by the election of a feature or coverage within a contract. This SOP is effective for internal replacements occurring in fiscal years beginning after December 15,
2006. We adopted this standard effective January 1, 2007 with no material effect on our financial position and results of operations.

Accounting standards
not yet adopted

In December 2007, the FASB issued SFAS No. 141(R), Accounting for Business Combinations, or SFAS 141(R). SFAS 141(R) requires the
acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction, establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities
assumed and requires the acquirer to disclose all information needed to evaluate and understand the nature and financial effect of the combination and is effective beginning for fiscal years beginning after December 15, 2008. We will adopt this
standard effective January 1, 2009 and do not expect it to have a material impact on our financial position and results of operations.

In December 2007, the
FASB issued SFAS 160, Noncontrolling Interests in Consolidated Financial Statements, or SFAS 160. SFAS 160 requires all entities to report noncontrolling interests in subsidiaries in the same wayas equity in the consolidated financial
statements and requires that associated transactions be treated as equity transactionsand is effective beginning for fiscal years beginning after December 15, 2008. We will adopt this standard effective January 1, 2009 and do not
expect it to have a material impact on our financial position and results of operations.

In June 2007, the AICPA issued Statement of Position 07-1, Clarification
of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies, or SOP 07-1. SOP 07-1 broadens the definition of an
investment company for application of this guidance. It provides that an entity that meets the definition of an investment company use fair value as a basis of accounting and reporting and that a parent retains the specialized fair value accounting
of the entity if certain criteria are met. On February 14, 2008, the FASB deferred the effective date of SOP 07-1 indefinitely.

On February 15, 2007,
the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, or SFAS 159, which gives entities the option to measure eligible financial assets, financial liabilities and firm commitments at fair
value (i.e., the fair value option), on an instrument-by-instrument basis, that are otherwise not permitted to be accounted for at fair value under other accounting standards. The election to use the fair value option is available when an entity
first recognizes a financial asset or financial liability or upon entering into a firm commitment. Subsequent changes in fair value must be recorded in earnings. Additionally, SFAS 159 allows for a one-time election for existing positions upon
adoption, with the transition adjustment recorded to beginning retained earnings. We adopted SFAS 159 as of January 1, 2008 with no material effect on our financial statements.



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2.  Basis of Presentation and Significant Accounting Policies (continued)



In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, or SFAS 157. SFAS 157 defines
fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 provides guidance on how to measure fair value when required under existing accounting standards. The statement
establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels (Level 1, 2 and 3). Level 1 inputs are observable inputs that reflect quoted prices for identical
assets or liabilities in active markets that we have the ability to access at the measurement date. Level 2 inputs are observable inputs, other than quoted prices included in Level 1, for the asset or liability. Level 3 inputs are unobservable
inputs reflecting our estimates of the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). Quantitative and qualitative disclosures will focus on the inputs used to measure fair value
for both recurring and non-recurring fair value measurements and the effects of the measurements in the financial statements. We adopted SFAS 157 effective January 1, 2008. We do not expect adoption of this statement to have a material
impact on our financial position and results of operations.

Significant accounting policies

Investments

Debt and equity securities

Our debt and equity securities classified as available-for-sale are reported on our balance sheet at fair value. Fair value is based on quoted market price, where available. When quoted market prices are not available, we estimate fair
value by discounting debt security cash flows to reflect interest rates currently being offered on similar terms to borrowers of similar credit quality (private placement debt securities), by quoted market prices of comparable instruments (untraded
public debt securities) and by independent pricing sources or internally developed pricing models (equity securities). We recognize unrealized investment gains and losses on investments in debt and equity securities that we classify as
available-for-sale. We report these unrealized investment gains and losses as a component of other comprehensive income, net of applicable deferred policy acquisition costs and applicable deferred income taxes.

For mortgage-backed and other asset-backed debt securities, we recognize income using a constant effective yield based on anticipated prepayments and the estimated economic lives
of the securities. When actual prepayments differ significantly from anticipated prepayments, the effective yield is recalculated to reflect actual payments to date and any resulting adjustment is included in net investment income. For certain
asset-backed securities, changes in estimated yield are recorded on a prospective basis and specific valuation methods are applied to these securities to determine if there has been an other-than-temporary decline in value.

Policy loans

Policy loans are carried at their unpaid principal balances and are
collateralized by the cash values of the related policies. We estimate the fair value of fixed rate policy loans by discounting loan interest and loan repayments. We base the discount rate on the 10-year U.S. Treasury rate. We assume that loan
interest payments are made at the fixed rate less 17.5 basis points and that loan repayments only occur as a result of anticipated policy lapses. For variable rate policy loans, we consider the unpaid loan balance as fair value, as interest rates on
these loans are reset annually based on market rates.

Other investments

Other investments primarily include other partnership interests in which we do not have control or a majority ownership interest and are recorded using the equity method of accounting. We record the net income from investments in
partnerships in net investment income.



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2.  Basis of Presentation and Significant Accounting Policies (continued)



Cash and cash equivalents

Cash and
cash equivalents include cash on hand, amounts due from banks, money market instruments and other debt instruments with maturities of three months or less when purchased.

Deferred policy acquisition costs

The costs of acquiring new business, principally commissions, underwriting, distribution and policy issue
expenses, all of which vary with and are primarily related to production of new business, are deferred.

We amortize deferred policy acquisition costs based on the
related policys classification. For individual life insurance policies, deferred policy acquisition costs are amortized in proportion to estimated gross margins. For universal life, variable universal life and accumulation annuities, deferred
policy acquisition costs are amortized in proportion to estimated gross profits, or EGPs. Policies may be surrendered for value or exchanged for a different one of our products (internal replacement). The deferred policy acquisition costs balance
associated with the replaced or surrendered policies is amortized to reflect these surrenders.

Each year, we develop future EGPs for the products sold during that
year. The EGPs for products sold in a particular year are aggregated into cohorts. Future EGPs are projected for the estimated lives of the contracts. The amortization of deferred policy acquisition costs requires the use of various assumptions,
estimates and judgments about the future. The assumptions, in the aggregate, are considered important in the projections of EGPs. The assumptions developed as part of our annual process are based on our current best estimates of future events, which
are likely to be different for each years cohort. Assumptions considered to be significant in the development of EGPs include separate account fund performance, surrender and lapse rates, interest margin, mortality, premium persistency,
funding patterns and expenses. These assumptions are reviewed on a regular basis and are based on our past experience, industry studies, regulatory requirements and estimates about the future.

To determine the reasonableness of the prior assumptions used and their impact on previously projected account values and the related EGPs, we evaluate, on a quarterly basis, our
previously projected EGPs. Our process to assess the reasonableness of our EGPs involves the use of internally developed models, together with studies and actual experience. Incorporated in each scenario are our current best estimate assumptions
with respect to separate account returns, surrender and lapse rates, interest margin, mortality, premium persistency, funding patterns and expenses.

Underlying
assumptions for future periods of EGPs are not altered unless experience deviates significantly from original assumptions. For example, when lapses of our insurance products meaningfully exceed levels assumed in determining the amortization of
deferred policy acquisition costs, we adjust amortization to reflect the change in future premiums or EGPs resulting from the unexpected lapses. In the event that we were to revise assumptions used for prior year cohorts, our estimate of projected
account values would change and the related EGPs in the deferred policy acquisition cost amortization model would be adjusted to reflect such change. This process is known as unlocking. Continued favorable experience on key assumptions,
which could include increasing separate account fund return performance, decreasing lapses or decreasing mortality could result in an unlocking which would result in a decrease to deferred policy acquisition cost amortization and an increase in the
deferred policy acquisition costs asset. Finally, an analysis is performed periodically to assess whether there are sufficient gross margins or gross profits to amortize the remaining deferred policy acquisition costs balances.

Separate account assets and liabilities

Separate account assets and liabilities related
to policyholder funds are carried at fair value. Deposits, net investment income and realized investment gains and losses for these accounts are excluded from revenues, and the related liability increases are excluded from benefits and expenses.
Fees assessed to the contractholders for management services are included in revenues when services are rendered.



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2.  Basis of Presentation and Significant Accounting Policies (continued)



Policy liabilities and accruals

Policy liabilities and accruals includes future benefit liabilities for certain life and annuity products. We establish liabilities in amounts adequate to meet the estimated future obligations of policies in force. Future benefit
liabilities for traditional life insurance are computed using the net level premium method on the basis of actuarial assumptions as to contractual guaranteed rates of interest, mortality rates guaranteed in calculating the cash surrender values
described in such contracts and morbidity. Future benefit liabilities for term and annuities in the payout phase that have significant mortality risk are computed using the net premium method on the basis of actuarial assumptions at the issue date
of these contracts for rates of interest, contract administrative expenses, mortality and surrenders. We establish liabilities for outstanding claims, losses and loss adjustment expenses based on individual case estimates for reported losses and
estimates of unreported losses based on past experience.

Certain contracts may also include additional death or other insurance benefit features, such as guaranteed
minimum death or income benefits offered with variable annuity contracts or no-lapse guarantees offered with universal life insurance contracts. An additional liability is established for these benefits by estimating the expected present value of
the excess benefits and recognizing the excess ratably over the accumulation period based on total expected assessments.

Policyholder deposit funds

Amounts received as payment for certain universal life contracts, deferred annuities and other contracts without life contingencies are reported as deposits to
Policyholder deposit funds. The liability for universal life-type contracts is equal to the balance that accrues to the benefit of the policyholders as of the financial statement date, including interest credited, amounts that have been assessed to
compensate us for services to be performed over future periods, and any amounts previously assessed against the policyholder that is refundable. The liability for deferred annuities and other contracts without life contingencies is equal to the
balance that accrues to the benefit of the contract holder as of the financial statement date which includes the accumulation of deposits plus interest credited, less withdrawals and amounts assessed through the financial statement date.

Contingent liabilities

Amounts related to contingent liabilities are accrued if it
is probable that a liability has been incurred and an amount is reasonably estimable.

Revenue recognition

We recognize premiums for long-duration life insurance products as revenue when due from policyholders. We recognize life insurance premiums for short-duration life insurance
products as premium revenue pro rata over the related contract periods. We match benefits, losses and related expenses with premiums over the related contract periods.

Amounts received as payment for interest sensitive life contracts, deferred annuities and other contracts without life contingencies are considered deposits and are not included in revenue. Revenues from these products consist primarily of
fees assessed during the period against the policyholders account balances for mortality charges, policy administration charges and surrender charges. Fees assessed that represent compensation for services to be provided in the future are
deferred and amortized into revenue over the life of the related contracts. Related benefit expenses include universal life benefit claims in excess of fund values, net investment income credited to policyholders account balances and
amortization of deferred policy acquisition costs.



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##### Table of Contents

2.  Basis of Presentation and Significant Accounting Policies (continued)



Net investment income and net realized investment gains (losses)

We recognize realized investment gains (losses) on asset dispositions on a first-in, first-out basis. We recognize realized investment losses when declines in fair value of debt
and equity securities are considered to be other-than-temporarily impaired. We adjust the cost basis of these written down investments to fair value at the date the determination of impairment is made and do not change the new cost basis for
subsequent recoveries in value. In evaluating whether a decline in value is other than temporary, we consider several factors including, but not limited to the following:



| | · |  | the extent and the duration of the decline;
| | - |  | -------------------------------------------



| | · |  | the reasons for the decline in value (credit event, interest related or market fluctuations);
| | - |  | ---------------------------------------------------------------------------------------------



| | · |  | our ability and intent to hold the investment for a period of time to allow for a recovery of value; and
| | - |  | --------------------------------------------------------------------------------------------------------



| | · |  | the financial condition of and near term prospects of the issuer.
| | - |  | -----------------------------------------------------------------

Income taxes

We account for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes, or SFAS 109. Accordingly, income
tax expense or benefit is recognized based upon amounts reported in the financial statements and the provisions of currently enacted tax laws. We allocate income taxes to income, other comprehensive income and additional paid-in capital, as
applicable.

We recognize current income tax assets and liabilities for estimated income taxes refundable or payable based on the current years income tax
returns. We recognize deferred income tax assets and liabilities for the estimated future income tax effects of temporary differences and carryovers. Temporary differences are the differences between the financial statement carrying amounts of
assets and liabilities and their tax bases, as well as the timing of income or expense recognized for financial reporting and tax purposes of items not related to assets or liabilities. If necessary, we establish valuation allowances to reduce the
carrying amount of deferred income tax assets to amounts that are more likely than not to be realized. We periodically review the adequacy of these valuation allowances and record any reduction in allowances in accordance with SFAS 109s
intraperiod allocation rules. We recognize interest and penalties related to amounts accrued on uncertain tax positions and amounts paid or refunded from federal and state income tax authorities in tax expense.

3.   Reinsurance

We use reinsurance agreements to provide for greater
diversification of business, control exposure to potential losses arising from large risks and provide capacity for growth.

We remain liable to the extent that
reinsuring companies may not be able to meet their obligations under reinsurance agreements in effect. Failure of the reinsurers to honor their obligations could result in losses to us; consequently, we establish reserves for amounts deemed or
estimated to be uncollectible. To minimize our exposure to significant losses from reinsurance insolvencies, we evaluate the financial condition of our reinsurers and monitor concentration of credit risk arising from similar geographic regions,
activities or economic characteristics of the reinsurers.



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##### Table of Contents

3.  Reinsurance (continued)



Our reinsurance program varies based on the type of risk, for example:



| | · |  | On direct policies, the maximum of individual life insurance retained by us on any one life is $10 million on single life and joint first-to-die policies and $12 million for
joint last-to-die policies, with excess amounts ceded to reinsurers.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | We cede 80% to 90% of the mortality risk on most new issues of term insurance.
| | - |  | ------------------------------------------------------------------------------



| | · |  | In August 2006, we entered into an agreement to cede 50% of the risk on policies issued from July 1, 2002 through December 31, 2005, inclusive, with a net amount at
risk of $2 million or greater.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | On January 1, 1996, we entered into a reinsurance agreement that covers 100% of the excess death benefits and related reserves for most variable annuity policies issued
from January 1, 1983 through December 31, 1999, including subsequent deposits. We retain the guaranteed minimum death benefit risks on the remaining variable deferred annuities in force that are not covered by this reinsurance arrangement.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | We cede to Phoenix Life 100% of the guaranteed minimum accumulation and withdrawal benefits on our variable annuities.
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| | · |  | Effective January 1, 2008, we entered into an agreement to cede 75% of the risk in excess of $6.0 million on universal life and variable universal life policies issued
from January 1, 2006 through December 31, 2007.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                       |  |                         |              |      |   |              |  |   |             
|------------------------------------------------------ |  | ----------------------- | ------------ | ---- | - | ------------ |  | - | ------------
|Direct Business and Reinsurance:                       |  | Year Ended December 31,
|($ in thousands)                                       |  | 2007                    |              | 2006 |   | 2005        
|                                                       |  |                         |             
|Direct premiums                                        |  | $                       | 87,132       |      | $ | 71,350       |  | $ | 55,277      
|Premiums ceded to reinsurers                           |  |                         | (68,530)     |      |   | (57,775)     |  |   | (45,756)    
|                                                       |  |                         |              |      |   |              |  |   |             
|Premiums                                               |  | $                       | 18,602       |      | $ | 13,575       |  | $ | 9,521       
|                                                       |  |                         |              |      |   |              |  |   |             
|                                                       |  |                         |             
|Direct policy benefits incurred                        |  | $                       | 85,898       |      | $ | 54,055       |  | $ | 15,538      
|Policy benefits assumed from reinsureds                |  |                         | 505          |      |   | 965          |  |   | 381         
|Policy benefits ceded to reinsurers                    |  |                         | (44,707)     |      |   | (26,398)     |  |   | (9,572)     
|                                                       |  |                         |              |      |   |              |  |   |             
|Policy benefits                                        |  | $                       | 41,696       |      | $ | 28,622       |  | $ | 6,347       
|                                                       |  |                         |              |      |   |              |  |   |             
|                                                       |  |                         |             
|Direct life insurance in-force                         |  | $                       | 70,502,325   |      | $ | 55,175,351   |  | $ | 41,566,483  
|Life insurance in-force assumed from reinsureds        |  |                         | 121,673      |      |   | 104,826      |  |   | 135,447     
|Life insurance in-force ceded to reinsurers            |  |                         | (48,687,754) |      |   | (40,820,818) |  |   | (30,459,568)
|                                                       |  |                         |              |      |   |              |  |   |             
|Life insurance in-force                                |  | $                       | 21,936,244   |      | $ | 14,459,359   |  | $ | 11,242,362  
|                                                       |  |                         |              |      |   |              |  |   |             
|Percentage of amount assumed to net insurance in-force |  |                         | 0.55%        |      |   | 0.72%        |  |   | 1.20%       
|                                                       |  |                         |              |      |   |              |  |   |             

The policy benefit amounts above exclude changes in reserves, interest credited to policyholders and withdrawals, which
total $115,920 thousand, $122,663 thousand and $123,932 thousand, net of reinsurance, for the years ended December 31, 2007, 2006 and 2005, respectively.

Irrevocable letters of credit aggregating $26,986 thousand at December 31, 2007 have been arranged with commercial banks in our favor to collateralize the ceded reserves.



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##### Table of Contents

4.  Deferred policy acquisition costs



|                                                                                                            |  |                         |           |      |   |          |  |   |         
|----------------------------------------------------------------------------------------------------------- |  | ----------------------- | --------- | ---- | - | -------- |  | - | --------
|Activity in Deferred Policy Acquisition Costs:                                                              |  | Year Ended December 31,
|($ in thousands)                                                                                            |  | 2007                    |           | 2006 |   | 2005    
|                                                                                                            |  |                         |          
|Direct acquisition costs deferred                                                                           |  | $                       | 400,607   |      | $ | 270,577  |  | $ | 137,036 
|Recurring costs amortized to expense                                                                        |  |                         | (126,163) |      |   | (92,255) |  |   | (86,608)
|Credit related to investment gains or losses                                                                |  |                         | 2,148     |      |   | 1,087    |  |   | 6,206   
|Offsets to net unrealized investment gains or losses included inother comprehensive income (loss) (Note 12) |  |                         | 27,425    |      |   | (4,930)  |  |   | 39,223  
|                                                                                                            |  |                         |           |      |   |          |  |   |         
|Change in deferred policy acquisition costs                                                                 |  |                         | 304,017   |      |   | 174,479  |  |   | 95,857  
|Deferred policy acquisition costs, beginning of year                                                        |  |                         | 703,794   |      |   | 529,315  |  |   | 433,458 
|                                                                                                            |  |                         |           |      |   |          |  |   |         
|Deferred policy acquisition costs, end of year                                                              |  | $                       | 1,007,811 |      | $ | 703,794  |  | $ | 529,315 
|                                                                                                            |  |                         |           |      |   |          |  |   |         

During 2007, we updated our system for calculating the SOP 03-1 reserves for guaranteed minimum death benefits, resulting in
a release in the benefit reserve and a corresponding increase in deferred policy acquisition cost amortization for the quarter. The effects of these adjustments resulted in an overall $1,649 thousand pre-tax benefit to net income.

During 2006, we benefited from an unlocking of assumptions primarily related to deferred policy acquisition costs. The unlocking was driven by revised assumptions for expected
mortality, lapse experience, investment margins and expenses. The effects of the unlocking resulted in an overall $6.7 million pre-tax charge to net income, as well as increased unearned revenue liabilities by $1.3 million, increased benefit
reserves by $4.5 million, increased reinsurance liability by $1.2 million and decreased amortization by $0.4 million.

5.  Policy liabilities and
accruals

Policyholder liabilities are primarily for universal life products and include deposits received from customers and investment earnings on their fund
balances which range from 3.00% to 5.25% as of December 31, 2007, less administrative and mortality charges.

Policyholder deposit funds

Policyholder deposit funds primarily consist of annuity deposits received from customers, dividend accumulations and investment earnings on their fund balances, which range from
2.9% to 14.0% as of December 31, 2007, less administrative charges.

6.  Investing Activities

Debt and equity securities



|                                        |  |                    |           |      |   |            |  |      |           |  |   |          
|--------------------------------------- |  | ------------------ | --------- | ---- | - | ---------- |  | ---- | --------- |  | - | ---------
|Fair Value and Cost of Debt Securities: |  | As of December 31,
|($ in thousands)                        |  | 2007               |           | 2006
|                                        |  | Fair Value         |           | Cost |   | Fair Value |  | Cost
|                                        |  |                    |           |     
|U.S. government and agency              |  | $                  | 65,774    |      | $ | 64,884     |  | $    | 92,579    |  | $ | 93,425   
|State and political subdivision         |  |                    | 11,029    |      |   | 11,134     |  |      | 15,900    |  |   | 16,281   
|Foreign government                      |  |                    | 30,423    |      |   | 27,716     |  |      | 49,884    |  |   | 46,505   
|Corporate                               |  |                    | 975,058   |      |   | 998,982    |  |      | 1,157,781 |  |   | 1,172,275
|Mortgage-backed                         |  |                    | 358,479   |      |   | 372,733    |  |      | 452,641   |  |   | 455,739  
|Other asset-backed                      |  |                    | 268,823   |      |   | 288,927    |  |      | 282,204   |  |   | 280,086  
|                                        |  |                    |           |      |   |            |  |      |           |  |   |          
|Available-for-sale debt securities      |  | $                  | 1,709,586 |      | $ | 1,764,376  |  | $    | 2,050,989 |  | $ | 2,064,311
|                                        |  |                    |           |      |   |            |  |      |           |  |   |          



F-12



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##### Table of Contents

6. Investing Activities (continued)



|                                 |  |                    |        |        |   |          |  |        |        |  |   |         
|-------------------------------- |  | ------------------ | ------ | ------ | - | -------- |  | ------ | ------ |  | - | --------
|                                 | 
|Unrealized Gains (Losses) from   |  | As of December 31,
|Debt Securities:                 |  | 2007               |        | 2006  
|($ in thousands)                 |  | Gains              |        | Losses |   | Gains    |  | Losses
|                                 |  |                    |        |       
|U.S. government and agency       |  | $                  | 1,193  |        | $ | (303)    |  | $      | 295    |  | $ | (1,141) 
|State and political subdivision  |  |                    | 11     |        |   | (116)    |  |        | 17     |  |   | (398)   
|Foreign government               |  |                    | 2,732  |        |   | (25)     |  |        | 3,590  |  |   | (211)   
|Corporate                        |  |                    | 8,774  |        |   | (32,698) |  |        | 6,523  |  |   | (21,017)
|Mortgage-backed                  |  |                    | 2,654  |        |   | (16,908) |  |        | 2,862  |  |   | (5,960) 
|Other asset-backed               |  |                    | 875    |        |   | (20,979) |  |        | 3,857  |  |   | (1,739) 
|                                 |  |                    |        |        |   |          |  |        |        |  |   |         
|Debt securities gains and losses |  | $                  | 16,239 |        | $ | (71,029) |  | $      | 17,144 |  | $ | (30,466)
|                                 |  |                    |        |        |   |          |  |        |        |  |   |         
|Debt securities net losses       |  |                    |        |        | $ | (54,790) |  |        |        |  | $ | (13,322)
|                                 |  |                    |        |        |   |          |  |        |        |  |   |         



|                                                         |  |                         |         |                        |   |           |  |                  |         |           |   |                  |  |   |           |  |   |         
|-------------------------------------------------------- |  | ----------------------- | ------- | ---------------------- | - | --------- |  | ---------------- | ------- | --------- | - | ---------------- |  | - | --------- |  | - | --------
|Aging of Temporarily Impaired                            |  | As of December 31, 2007
|Debt Securities:                                         |  | Less than 12 months     |         | Greater than 12 months |   | Total    
|($ in thousands)                                         |  | FairValue               |         | UnrealizedLosses       |   | FairValue |  | UnrealizedLosses |         | FairValue |   | UnrealizedLosses
|Debt Securities                                          |  |                         |         |                        |   |           |  |                  |         |           |   |                  |  |   |           |  |   |         
|U.S. government and agency                               |  | $                       |        |                        | $ |          |  | $                | 15,629  |           | $ | (303)            |  | $ | 15,629    |  | $ | (303)   
|State and political subdivision                          |  |                         |        |                        |   |          |  |                  | 10,516  |           |   | (116)            |  |   | 10,516    |  |   | (116)   
|Foreign government                                       |  |                         |        |                        |   |          |  |                  | 2,464   |           |   | (25)             |  |   | 2,464     |  |   | (25)    
|Corporate                                                |  |                         | 134,427 |                        |   | (9,598)   |  |                  | 478,287 |           |   | (23,100)         |  |   | 612,714   |  |   | (32,698)
|Mortgage-backed                                          |  |                         | 105,599 |                        |   | (9,822)   |  |                  | 162,554 |           |   | (7,086)          |  |   | 268,153   |  |   | (16,908)
|Other asset-backed                                       |  |                         | 137,632 |                        |   | (15,661)  |  |                  | 81,534  |           |   | (5,318)          |  |   | 219,166   |  |   | (20,979)
|                                                         |  |                         |         |                        |   |           |  |                  |         |           |   |                  |  |   |           |  |   |         
|Total temporarily impaired securities                    |  | $                       | 377,658 |                        | $ | (35,081)  |  | $                | 750,984 |           | $ | (35,948)         |  | $ | 1,128,642 |  | $ | (71,029)
|                                                         |  |                         |         |                        |   |           |  |                  |         |           |   |                  |  |   |           |  |   |         
|                                                         |  |                         |         |                        |   |          
|Below investment grade                                   |  | $                       | 39,024  |                        | $ | (1,797)   |  | $                | 67,088  |           | $ | (7,484)          |  | $ | 106,112   |  | $ | (9,281) 
|                                                         |  |                         |         |                        |   |           |  |                  |         |           |   |                  |  |   |           |  |   |         
|Below investment grade after offsets                     |  |                         |         |                        |   |           |  |                  |         |           |   |                  |  |   |           |  |   |         
|for deferred policy acquisition costadjustment and taxes |  |                         |         |                        | $ | (292)     |  |                  |         |           | $ | (1,306)          |  |   |           |  | $ | (1,598) 
|                                                         |  |                         |         |                        |   |           |  |                  |         |           |   |                  |  |   |           |  |   |         
|                                                         |  |                         |         |                        |   |          
|Number of securities                                     |  |                         |         |                        |   | 243       |  |                  |         |           |   | 411              |  |   |           |  |   | 654     
|                                                         |  |                         |         |                        |   |           |  |                  |         |           |   |                  |  |   |           |  |   |         

Below investment grade debt securities with a fair value of less than 80% of the securitys amortized costs totaled
$(3,933) thousand at December 31, 2007, of which none have been in a significant loss position for greater than 12 months.

All of these securities are
considered to be temporarily impaired at December 31, 2007 as each of these securities has performed, and is expected to continue to perform, in accordance with their original contractual terms, and we have the ability and intent to hold these
securities until they recover their value.



F-13



---

##### Table of Contents

6.  Investing Activities (continued)



|                                                         |  |                         |         |                        |   |           |  |                  |           |           |   |                  |  |   |           |  |   |         
|-------------------------------------------------------- |  | ----------------------- | ------- | ---------------------- | - | --------- |  | ---------------- | --------- | --------- | - | ---------------- |  | - | --------- |  | - | --------
|Aging of Temporarily Impaired                            |  | As of December 31, 2006
|Debt and Equity Securities:                              |  | Less than 12 months     |         | Greater than 12 months |   | Total    
|($ in thousands)                                         |  | FairValue               |         | UnrealizedLosses       |   | FairValue |  | UnrealizedLosses |           | FairValue |   | UnrealizedLosses
|Debt Securities                                          |  |                         |         |                        |   |           |  |                  |           |           |   |                  |  |   |           |  |   |         
|U.S. government and agency                               |  | $                       | 5,643   |                        | $ | (19)      |  | $                | 50,878    |           | $ | (1,122)          |  | $ | 56,521    |  | $ | (1,141) 
|State and political subdivision                          |  |                         | 1,014   |                        |   | (3)       |  |                  | 14,367    |           |   | (395)            |  |   | 15,381    |  |   | (398)   
|Foreign government                                       |  |                         | 4,024   |                        |   | (10)      |  |                  | 9,323     |           |   | (201)            |  |   | 13,347    |  |   | (211)   
|Corporate                                                |  |                         | 152,344 |                        |   | (1,595)   |  |                  | 689,660   |           |   | (19,422)         |  |   | 842,004   |  |   | (21,017)
|Mortgage-backed                                          |  |                         | 78,465  |                        |   | (693)     |  |                  | 257,905   |           |   | (5,267)          |  |   | 336,370   |  |   | (5,960) 
|Other asset-backed                                       |  |                         | 53,844  |                        |   | (171)     |  |                  | 102,302   |           |   | (1,568)          |  |   | 156,146   |  |   | (1,739) 
|                                                         |  |                         |         |                        |   |           |  |                  |           |           |   |                  |  |   |           |  |   |         
|Total temporarily impairedsecurities                     |  | $                       | 295,334 |                        | $ | (2,491)   |  | $                | 1,124,435 |           | $ | (27,975)         |  | $ | 1,419,769 |  | $ | (30,466)
|                                                         |  |                         |         |                        |   |           |  |                  |           |           |   |                  |  |   |           |  |   |         
|                                                         |  |                         |         |                        |   |          
|Below investment grade                                   |  | $                       | 20,190  |                        | $ | (377)     |  | $                | 90,763    |           | $ | (3,859)          |  | $ | 110,953   |  | $ | (4,236) 
|                                                         |  |                         |         |                        |   |           |  |                  |           |           |   |                  |  |   |           |  |   |         
|Below investment grade after offsets                     |  |                         |         |                        |   |           |  |                  |           |           |   |                  |  |   |           |  |   |         
|for deferred policy acquisition costadjustment and taxes |  |                         |         |                        | $ | (45)      |  |                  |           |           | $ | (550)            |  |   |           |  | $ | (595)   
|                                                         |  |                         |         |                        |   |           |  |                  |           |           |   |                  |  |   |           |  |   |         
|                                                         |  |                         |         |                        |   |           |  |                  |           |           |   |                  |  |   |           |  |   |         
|Number of securities                                     |  |                         |         |                        |   | 165       |  |                  |           |           |   | 565              |  |   |           |  |   | 730     
|                                                         |  |                         |         |                        |   |           |  |                  |           |           |   |                  |  |   |           |  |   |         

There were no unrealized losses of below investment grade debt securities with a fair value less than 80% of the securities
amortized cost at December 31, 2006.

All of these securities are considered to be temporarily impaired at December 31, 2006 as each of these securities
has performed, and is expected to continue to perform, in accordance with their original contractual terms, and we have the ability and intent to hold these securities until they recover their value.

Statutory deposits

Pursuant to certain statutory requirements, as of December 31,
2007 and 2006, we had on deposit securities with a fair value of $7,370 thousand and $8,216 thousand, respectively, in insurance department special deposit accounts. We are not permitted to remove the securities from these accounts without approval
of the regulatory authority.

Net investment income



|                                  |  |                         |         |      |   |         |  |   |        
|--------------------------------- |  | ----------------------- | ------- | ---- | - | ------- |  | - | -------
|Sources of Net Investment Income: |  | Year Ended December 31,
|($ in thousands)                  |  | 2007                    |         | 2006 |   | 2005   
|                                  |  |                         |        
|Debt securities                   |  | $                       | 105,342 |      | $ | 127,977 |  | $ | 155,648
|Equity securities                 |  |                         |        |      |   |        |  |   | 2      
|Other investments                 |  |                         | 162     |      |   | 148     |  |   | 183    
|Other income                      |  |                         | 421     |      |   |        |  |   |       
|Policy loans                      |  |                         | 1,472   |      |   | 581     |  |   | 479    
|Cash and cash equivalents         |  |                         | 4,395   |      |   | 3,089   |  |   | 1,061  
|                                  |  |                         |         |      |   |         |  |   |        
|Total investment income           |  |                         | 111,792 |      |   | 131,795 |  |   | 157,373
|Investment expenses               |  |                         | (2,185) |      |   | (2,470) |  |   | (2,999)
|                                  |  |                         |         |      |   |         |  |   |        
|Net investment income             |  | $                       | 109,607 |      | $ | 129,325 |  | $ | 154,374
|                                  |  |                         |         |      |   |         |  |   |        



F-14



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##### Table of Contents

6.  Investing Activities (continued)



Net realized investment gains (losses)



|                                                                        |  |                         |           |      |   |             |  |   |            
|----------------------------------------------------------------------- |  | ----------------------- | --------- | ---- | - | ----------- |  | - | -----------
|Types of Realized Investment Gains (Losses):                            |  | Year Ended December 31,
|($ in thousands)                                                        |  | 2007                    |           | 2006 |   | 2005       
|                                                                        |  |                         |          
|Debt security impairments                                               |  | $                       | (3,287)   |      | $ | (411)       |  | $ | (2,651)    
|                                                                        |  |                         |           |      |   |             |  |   |            
|Debt security transaction gains                                         |  |                         | 1,465     |      |   | 2,955       |  |   | 1,764      
|Debt security transaction losses                                        |  |                         | (2,827)   |      |   | (7,253)     |  |   | (9,254)    
|Equity security transaction gains                                       |  |                         |          |      |   |            |  |   | 26         
|Equity security transaction losses                                      |  |                         |          |      |   |            |  |   | (13)       
|Other investment transaction gains (losses)                             |  |                         | (2,394)   |      |   | 2,249       |  |   | (441)      
|                                                                        |  |                         |           |      |   |             |  |   |            
|Net transaction losses                                                  |  |                         | (3,756)   |      |   | (2,049)     |  |   | (7,918)    
|                                                                        |  |                         |           |      |   |             |  |   |            
|Net realized investment losses                                          |  | $                       | (7,043)   |      | $ | (2,460)     |  | $ | (10,569)   
|                                                                        |  |                         |           |      |   |             |  |   |            
|                                                                        |  |                         |          
|Unrealized investment gains (losses)                                    |  |                         |           |      |   |             |  |   |            
|                                                                        | 
|Sources of Changes in Net Unrealized Investment Gains (Losses):         |  | Year Ended December 31,
|($ in thousands)                                                        |  | 2007                    |           | 2006 |   | 2005       
|                                                                        |  |                         |          
|Debt securities                                                         |  | $                       | (41,468)  |      | $ | 2,956       |  | $ | (54,591)   
|Equity securities                                                       |  |                         |          |      |   |            |  |   | 5          
|Other investments                                                       |  |                         | 50        |      |   | 10          |  |   |           
|                                                                        |  |                         |           |      |   |             |  |   |            
|Net unrealized investment gains (losses)                                |  | $                       | (41,418)  |      | $ | 2,966       |  | $ | (54,586)   
|                                                                        |  |                         |           |      |   |             |  |   |            
|                                                                        |  |                         |          
|Net unrealized investment gains (losses)                                |  | $                       | (41,418)  |      | $ | 2,966       |  | $ | (54,586)   
|                                                                        |  |                         |           |      |   |             |  |   |            
|Applicable deferred policy acquisition costs (Note 4)                   |  |                         | (27,425)  |      |   | 4,930       |  |   | (39,223)   
|Applicable deferred income tax benefit                                  |  |                         | (4,898)   |      |   | (687)       |  |   | (5,377)    
|                                                                        |  |                         |           |      |   |             |  |   |            
|Offsets to net unrealized investment losses                             |  |                         | (32,323)  |      |   | 4,243       |  |   | (44,600)   
|                                                                        |  |                         |           |      |   |             |  |   |            
|Net unrealized investment losses included in other comprehensive income |  | $                       | (9,095)   |      | $ | (1,277)     |  | $ | (9,986)    
|                                                                        |  |                         |           |      |   |             |  |   |            
|                                                                        |  |                         |          
|Investing cash flows                                                    |  |                         |           |      |   |             |  |   |            
|                                                                        | 
|Investment Purchases, Sales, Repayments and Maturities:                 |  | Year Ended December 31,
|($ in thousands)                                                        |  | 2007                    |           | 2006 |   | 2005       
|                                                                        |  |                         |          
|Debt security purchases                                                 |  | $                       | (883,282) |      | $ | (999,542)   |  | $ | (1,139,974)
|Equity security purchases                                               |  |                         |          |      |   |            |  |   |           
|Other investment purchases                                              |  |                         | (350)     |      |   | (1,060)     |  |   | (2,434)    
|Policy loan advances, net                                               |  |                         | (7,277)   |      |   | (7,371)     |  |   | (5,685)    
|                                                                        |  |                         |           |      |   |             |  |   |            
|Investment purchases                                                    |  | $                       | (890,909) |      | $ | (1,007,973) |  | $ | (1,148,093)
|                                                                        |  |                         |           |      |   |             |  |   |            
|                                                                        |  |                         |          
|Debt securities sales                                                   |  | $                       | 816,170   |      | $ | 1,178,127   |  | $ | 873,995    
|Debt securities maturities and repayments                               |  |                         | 390,297   |      |   | 549,483     |  |   | 477,568    
|Equity security sales                                                   |  |                         |          |      |   |            |  |   | 279        
|Other investment sales                                                  |  |                         | 1,521     |      |   | 750         |  |   | 5,845      
|                                                                        |  |                         |           |      |   |             |  |   |            
|Investment sales, repayments and maturities                             |  | $                       | 1,207,988 |      | $ | 1,728,360   |  | $ | 1,357,687  
|                                                                        |  |                         |           |      |   |             |  |   |            



F-15



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##### Table of Contents

6.  Investing Activities (continued)



The maturities of debt securities, by contractual sinking fund payment and maturity are summarized in the following table.
Actual maturities may differ from contractual maturities as certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties, and we may have the right to put or sell the obligations back to the issuers.



|                                       |  |                         |           |            |   |          
|-------------------------------------- |  | ----------------------- | --------- | ---------- | - | ---------
|Maturities of Debt Securities:         |  | As of December 31, 2007
|($ in thousands)                       |  | Cost                    |           | Fair Value
|                                       |  |                        
|Due in one year or less                |  | $                       | 139,910   |            | $ | 139,540  
|Due after one year through five years  |  |                         | 429,405   |            |   | 424,704  
|Due after five years through ten years |  |                         | 455,099   |            |   | 441,414  
|Due after ten years                    |  |                         | 739,962   |            |   | 703,928  
|                                       |  |                         |           |            |   |          
|Total                                  |  | $                       | 1,764,376 |            | $ | 1,709,586
|                                       |  |                         |           |            |   |          

7.  Separate Accounts, Death Benefits and Other Insurance Benefit Features

Separate account products are those for which a separate investment and liability account is maintained on behalf of the policyholder. Investment objectives for these separate
accounts vary by fund account type, as outlined in the applicable fund prospectus or separate account plan of operations. Our separate account products include variable annuities and variable life insurance contracts. The assets supporting these
contracts are carried at fair value and reported as Separate account assets with an equivalent amount reported as Separate account liabilities. Amounts assessed against the policyholder for mortality, administration, and other services are included
within revenue in Insurance and investment product fees. In 2007 and 2006 there were no gains or losses on transfers of assets from the general account to a separate account.

Many of our variable contracts offer various guaranteed minimum death, accumulation, withdrawal and income benefits. These benefits are offered in various forms as described below. We currently reinsure a significant portion of
the death benefit guarantees associated with our in-force block of business. We establish policy benefit liabilities for minimum death and income benefit guarantees relating to certain annuity policies as follows:



| | · |  | Liabilities associated with the guaranteed minimum death benefit, or GMDB, are determined by estimating the expected value of death benefits in excess of the projected
account balance and recognizing the excess ratably over the accumulation period based on total expected assessments. The assumptions used for calculating the liabilities are generally consistent with those used for amortizing deferred policy
acquisition costs.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Liabilities associated with the guaranteed minimum income benefit, or GMIB, are determined by estimating the expected value of the income benefits in excess of the projected
account balance at the date of annuitization and recognizing the excess ratably over the accumulation period based on total expected assessments. The assumptions used for calculating such guaranteed income benefit liabilities are generally
consistent with those used for amortizing deferred policy acquisition costs.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For annuities with GMDB, 200 stochastically generated scenarios were
used. For annuities with GMIB, we used 1,000 stochastically generated scenarios.



|                                                                               |  |                    |           |      |   |          
|------------------------------------------------------------------------------ |  | ------------------ | --------- | ---- | - | ---------
|Separate Account Investments of Account Balances of Contracts with Guarantees: |  | As of December 31,
|($ in thousands)                                                               |  | 2007               |           | 2006
|                                                                               |  |                   
|Debt securities                                                                |  | $                  | 494,660   |      | $ | 456,148  
|Equity funds                                                                   |  |                    | 2,213,164 |      |   | 1,861,762
|Other                                                                          |  |                    | 80,657    |      |   | 68,810   
|                                                                               |  |                    |           |      |   |          
|Total                                                                          |  | $                  | 2,788,481 |      | $ | 2,386,720
|                                                                               |  |                    |           |      |   |          



F-16



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##### Table of Contents

7.  Separate Accounts, Death Benefits and Other Insurance Benefit Features (continued)



|                                                           |  |                             |          |             |   |      
|---------------------------------------------------------- |  | --------------------------- | -------- | ----------- | - | -----
|Changes in Guaranteed Liability Balances: ($ in thousands) |  | Year EndedDecember 31, 2007
|                                                           |  | AnnuityGMDB                 |          | AnnuityGMIB
|                                                           |  |                            
|Liability balance as of January 1, 2007                    |  | $                           | 26,979   |             | $ | 3,568
|Incurred                                                   |  |                             | (21,813) |             |   | 2,137
|Paid                                                       |  |                             | (2,057)  |             |   |     
|                                                           |  |                             |          |             |   |      
|Liability balance as of December 31, 2007                  |  | $                           | 3,109    |             | $ | 5,705
|                                                           |  |                             |          |             |   |      
|                                                           | 
|Changes in Guaranteed Liability Balances: ($ in thousands) |  | Year EndedDecember 31, 2006
|                                                           |  | AnnuityGMDB                 |          | AnnuityGMIB
|                                                           |  |                            
|Liability balance as of January 1, 2006                    |  | $                           | 27,749   |             | $ | 2,474
|Incurred                                                   |  |                             | 1,721    |             |   | 1,094
|Paid                                                       |  |                             | (2,491)  |             |   |     
|                                                           |  |                             |          |             |   |      
|Liability balance as of December 31, 2006                  |  | $                           | 26,979   |             | $ | 3,568
|                                                           |  |                             |          |             |   |      

The reinsurance recoverable asset related to the GMDB was $1,335 thousand and $17,139 thousand as of December 31, 2007
and 2006, respectively.

The GMDB and GMIB guarantees are recorded in policy liabilities and accruals on our balance sheet. Changes in the liability are recorded in
Policy benefits on our statement of operations. In a manner consistent with our policy for deferred policy acquisition costs, we regularly evaluate estimates used and adjust the additional liability balances, with a related charge or credit to
benefit expense if actual experience or other evidence suggests that earlier assumptions should be revised.

We also offer certain variable products with a
guaranteed minimum withdrawal benefit, or GMWB, a guaranteed minimum accumulation benefit, or GMAB, and a guaranteed pay-out annuity floor, or GPAF.

The GMWB
guarantees the policyholder a minimum amount of withdrawals and benefit payments over time, regardless of the investment performance of the contract, subject to an annual limit. Optional resets are available. In addition, we have introduced a
feature for these contracts beginning in the fourth quarter of 2005 that allows the policyholder to receive the guaranteed annual withdrawal amount for as long as they are alive.

The GMAB rider provides the contract holder with a minimum accumulation of their purchase payments deposited within a specific time period, adjusted for withdrawals, after a specified amount of time determined at the time of
issuance of the variable annuity contract.

The GPAF rider provides the policyholder with a minimum payment amount if the variable annuity payment falls below this
amount on the payment calculation date.

The GMWB, GMAB and GPAF represent embedded derivatives in the variable annuity contracts that are required to be reported
separately from the host variable annuity contract. They are carried at fair value and reported in policyholder deposit funds. The fair value of the GMWB, GMAB and GPAF obligation is calculated based on actuarial and capital market assumptions
related to the projected cash flows, including benefits and related contract charges, over the lives of the contracts, incorporating expectations concerning policyholder behavior. As markets change, mature and evolve and actual policyholder behavior
emerges, management continually evaluates the appropriateness of its assumptions.



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##### Table of Contents

7.  Separate Accounts, Death Benefits and Other Insurance Benefit Features (continued)



In order to minimize the volatility associated with the GMWB and GMAB liabilities, we have entered into a contract with Phoenix
Life whereby we cede 100% of any claims for these guarantees. Because this contract does not transfer sufficient risk to be accounted for as reinsurance, we use deposit accounting for the contract. As of December 31, 2007 and 2006, the embedded
derivative for GMWB and GMAB was immaterial. There were no benefit payments made for the GMWB or GMAB during 2007 or 2006. See Note 10 to these financial statements for more information.

For those guarantees of benefits that are payable in the event of death, the net amount at risk is generally defined as the current guaranteed minimum death benefit in excess of
the current account balance at the balance sheet date. For guarantees of benefits that are payable upon annuitization, the net amount at risk is generally defined as the present value of the minimum guaranteed annuity payments available to the
policyholder determined in accordance with the terms of the contract in excess of the current account balance. For guarantees of accumulation balances, the net amount at risk is generally defined as the guaranteed minimum accumulation balance minus
the current account balance.



|                                                |  |               |           |                                    |   |                                 |  |   
|----------------------------------------------- |  | ------------- | --------- | ---------------------------------- | - | ------------------------------- |  | --
|Additional Insurance Benefits: ($ in
thousands) |  | Account Value |           | Net AmountAt Risk AfterReinsurance |   | AverageAttained Ageof Annuitant
|                                                |  |               |          
|GMDB return of premium                          |  | $             | 1,396,515 |                                    | $ | 5,398                           |  | 59
|GMDB step up                                    |  |               | 1,761,416 |                                    |   | 33,481                          |  | 60
|GMDB earnings enhancement benefit (EEB)         |  |               | 78,136    |                                    |   |                                |  | 60
|GMDB greater of annual step up and roll up      |  |               | 42,492    |                                    |   | 3,582                           |  | 63
|                                                |  |               |           |                                    |   |                                 |  |   
|Total GMDB at December 31, 2007                 |  | $             | 3,278,559 |                                    | $ | 42,461                          |  |   
|                                                |  |               |           |                                    |   |                                 |  |   
|                                                |  |               |          
|GMIB                                            |  | $             | 696,006   |                                    |   |                                 |  | 59
|GMAB                                            |  |               | 381,304   |                                    |   |                                 |  | 55
|GMWB                                            |  |               | 202,073   |                                    |   |                                 |  | 61
|GPAF                                            |  |               | 36,684    |                                    |   |                                 |  | 74
|                                                |  |               |           |                                    |   |                                 |  |   
|Total at December 31, 2007                      |  | $             | 1,316,067 |                                    |   |                                 |  |   
|                                                |  |               |           |                                    |   |                                 |  |   

With the return of premium, the death benefit is the greater of current account value or premiums paid (less any adjusted
partial withdrawals).

With the step up, the death benefit is the greater of current account value, premiums paid (less any adjusted partial withdrawals) or the
annual step up amount prior of the eldest original owner attaining a certain age. On and after the eldest original owner attains that age, the death benefit is the greater of current account value or the death benefit at the end of the contract year
prior to the eldest original owners attaining that age plus premium payments (less any adjusted partial withdrawals) made since that date.

With EEB, the death
benefit is the greater of the premiums paid (less any adjusted partial withdrawals) or the current account value plus the EEB. The EEB is an additional amount designed to reduce the impact of taxes associated with distributing contract gains upon
death.

With greater of annual step up and annual roll up, the death benefit is the greater of premium payments (less any adjusted partial withdrawals), the annual
step up amount, the annual roll up amount or the current account value prior to the eldest original owner attaining age 81. On and after the eldest original owner attained age 81, the death benefit is the greater of current account value or the
death benefit at the end of the contract year prior to the eldest original owners attained age of 81 plus premium payments (less any adjusted partial withdrawals) made since that date.

Liabilities for universal life are generally determined by estimating the expected value of losses when death benefits exceed revenues and recognizing those benefits ratably over
the accumulation period based on total expected assessments. The assumptions used in estimating these liabilities are consistent with those used for amortizing deferred policy acquisition costs. A single set of best estimate assumptions is used
since these insurance benefits do not vary significantly with capital markets volatility. At December 31, 2007 and 2006, we held additional universal life benefit reserves of $25,930 thousand and $8,841 thousand, respectively.



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##### Table of Contents

8.  Fair Value of Financial Instruments and Derivative Instruments

Fair value of financial instruments



|                                           |  |                    |           |           |   |               |  |           |           |  |   |          
|------------------------------------------ |  | ------------------ | --------- | --------- | - | ------------- |  | --------- | --------- |  | - | ---------
|Carrying Amounts and Estimated Fair Values |  | As of December 31,
|of Financial Instruments:                  |  | 2007               |           | 2006     
|($ in thousands)                           |  | CarryingValue      |           | FairValue |   | CarryingValue |  | FairValue
|Cash and cash equivalents                  |  | $                  | 108,200   |           | $ | 108,200       |  | $         | 47,127    |  | $ | 47,127   
|Debt securities                            |  |                    | 1,709,586 |           |   | 1,709,586     |  |           | 2,050,989 |  |   | 2,050,989
|Policy loans                               |  |                    | 22,819    |           |   | 22,819        |  |           | 15,542    |  |   | 15,542   
|                                           |  |                    |           |           |   |               |  |           |           |  |   |          
|Financial assets                           |  | $                  | 1,840,605 |           | $ | 1,840,605     |  | $         | 2,113,658 |  | $ | 2,113,658
|                                           |  |                    |           |           |   |               |  |           |           |  |   |          
|                                           |  |                    |           |          
|Investment contracts                       |  | $                  | 1,134,635 |           | $ | 1,139,325     |  | $         | 1,491,367 |  | $ | 1,486,758
|                                           |  |                    |           |           |   |               |  |           |           |  |   |          
|Financial liabilities                      |  | $                  | 1,134,635 |           | $ | 1,139,325     |  | $         | 1,491,367 |  | $ | 1,486,758
|                                           |  |                    |           |           |   |               |  |           |           |  |   |          

Fair value of investment contracts

We determine the fair value of deferred annuities with an interest guarantee of one year or less at the amount of the policy reserve. In determining the fair value of deferred annuities with interest guarantees greater than one year, we use
a discount rate equal to the appropriate U.S. Treasury rate plus 100 basis points to determine the present value of the projected account value of the policy at the end of the current guarantee period.

Derivative instruments

We maintain an overall interest rate risk-management strategy
that primarily incorporates the use of interest rate swaps as hedges of our exposure to changes in interest rates. Our exposure to changes in interest rates primarily results from our commitments to fund interest-sensitive insurance liabilities, as
well as from our significant holdings of fixed rate financial instruments.

We recognized an after-tax gain of $0.0 million, $1.2 million and $0.3 million for the
years ended December 31, 2007, 2006 and 2005 (reported as other comprehensive income in Statement of Income, Comprehensive Income and Changes in Stockholders Equity), which represented the change in fair value of interest rate forward
swaps which had been designated as cash flow hedges of the forecasted purchase of assets. For changes in the fair value of derivatives that are designated as cash flow hedges of a forecasted transaction, we recognize the change in fair value of the
derivative in other comprehensive income. Amounts related to cash flow hedges that are accumulated in other comprehensive income are reclassified into earnings in the same period or periods during which the hedged forecasted transaction (the
acquired asset) affects earnings. For the years 2007, 2006 and 2005, we reclassified after-tax gains of $0.0 million, $1.2 million and $0.3 million, respectively, into earnings related to these derivatives.

We held no derivative assets at December 31, 2007 and 2006. See Note 7 to these financial statements for more information on our embedded derivatives related to our variable
annuity guarantees.



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##### Table of Contents

9.  Income Taxes



|                                                                    |  |                         |          |                    |   |          |  |   |         
|------------------------------------------------------------------- |  | ----------------------- | -------- | ------------------ | - | -------- |  | - | --------
|Allocation of Income Taxes:                                         |  | Year Ended December 31,
|($ in thousands)                                                    |  | 2007                    |          | 2006               |   | 2005    
|                                                                    |  |                         |         
|Income tax expense (benefit) attributable to:                       |  |                         |          |                    |   |          |  |   |         
|Current                                                             |  | $                       | (44,715) |                    | $ | (21,403) |  | $ | (18,313)
|Deferred                                                            |  |                         | 48,358   |                    |   | 24,419   |  |   | 15,512  
|                                                                    |  |                         |          |                    |   |          |  |   |         
|Income taxes applicable to net income (loss)                        |  |                         | 3,643    |                    |   | 3,016    |  |   | (2,801) 
|Other comprehensive loss                                            |  |                         | (4,898)  |                    |   | (1,121)  |  |   | (5,558) 
|                                                                    |  |                         |          |                    |   |          |  |   |         
|Income taxes applicable to comprehensive income (loss)              |  | $                       | (1,255)  |                    | $ | 1,895    |  | $ | (8,359) 
|                                                                    |  |                         |          |                    |   |          |  |   |         
|Income taxes recovered                                              |  | $                       | (30,557) |                    | $ | (24,094) |  | $ | (14,288)
|                                                                    |  |                         |          |                    |   |          |  |   |         
|                                                                    | 
|Effective Income Tax Rate:                                          |  | Year Ended December 31,
|($ in thousands)                                                    |  | 2007                    |          | 2006               |   | 2005    
|                                                                    |  |                         |         
|Income before income taxes                                          |  | $                       | 19,630   |                    | $ | 13,097   |  | $ | 1,422   
|                                                                    |  |                         |          |                    |   |          |  |   |         
|Income taxes at statutory rate of 35.0%                             |  |                         | 6,871    |                    |   | 4,584    |  |   | 498     
|Dividend received deduction                                         |  |                         | (2,778)  |                    |   | (1,572)  |  |   | (2,924) 
|Tax interest                                                        |  |                         | 1        |                    |   | 1        |  |   | (378)   
|Other, net                                                          |  |                         | (451)    |                    |   | 3        |  |   | 3       
|                                                                    |  |                         |          |                    |   |          |  |   |         
|Applicable income taxes (benefit)                                   |  | $                       | 3,643    |                    | $ | 3,016    |  | $ | (2,801) 
|                                                                    |  |                         |          |                    |   |          |  |   |         
|Effective income tax (benefit) rates                                |  |                         | 18.6%    |                    |   | 23.0%    |  |   | (197.0)%
|                                                                    |  |                         |          |                    |   |          |  |   |         
|                                                                    |  |                        
|Deferred Income Tax Balances Attributable to Temporary Differences: |  |                         |          | As of December 31,
|($ in thousands)                                                    |  |                         |          | 2007               |   | 2006    
|                                                                    |  |                         |         
|Deferred income tax assets:                                         |  |                         |          |                    |   |          |  |   |         
|Future policyholder benefits                                        |  |                         |          |                    | $ | 140,526  |  | $ | 102,603 
|Unearned premiums / deferred revenues                               |  |                         |          |                    |   | 15,123   |  |   | 10,817  
|Investments                                                         |  |                         |          |                    |   | 5,948    |  |   |        
|                                                                    |  |                         |          |                    |   |          |  |   |         
|Gross deferred income tax assets                                    |  |                         |          |                    |   | 161,597  |  |   | 113,420 
|                                                                    |  |                         |          |                    |   |          |  |   |         
|                                                                    |  |                         |         
|Deferred income tax liabilities:                                    |  |                         |          |                    |   |          |  |   |         
|Deferred policy acquisition costs                                   |  |                         |          |                    |   | 296,057  |  |   | 207,513 
|Investments                                                         |  |                         |          |                    |   |         |  |   | 849     
|Other                                                               |  |                         |          |                    |   | 5,655    |  |   | 1,712   
|                                                                    |  |                         |          |                    |   |          |  |   |         
|Gross deferred income tax liabilities                               |  |                         |          |                    |   | 301,712  |  |   | 210,074 
|                                                                    |  |                         |          |                    |   |          |  |   |         
|Deferred income tax liability                                       |  |                         |          |                    | $ | 140,115  |  | $ | 96,654  
|                                                                    |  |                         |          |                    |   |          |  |   |         

We are included in the consolidated federal income tax return filed by PNX and are party to a tax sharing agreement by and
among PNX and its subsidiaries. In accordance with this agreement, federal income taxes are allocated as if they had been calculated on a separate company basis, except that benefits for any net operating losses or other tax credits used to offset a
tax liability of the consolidated group will be provided to the extent such loss or credit is utilized in the consolidated federal tax return.

We are included in
the consolidated federal income tax return filed by PNX. Within the consolidated tax return, we are required by regulations of the Internal Revenue Service, or IRS, to segregate the entities into two groups: life insurance companies and non-life
insurance companies. We are limited as to the amount of any operating losses from the non-life group that can be offset against taxable income of the life group. These limitations may affect the amount of any operating loss carryovers that we have
now or in the future.

We have determined, based on our earnings and projected future taxable income, that it is more likely than not that deferred income tax assets
at December 31, 2007 and 2006 will be realized.

As of December 31, 2007, we had current taxes receivable of $10,184 thousand.



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##### Table of Contents

9.  Income Taxes (continued)



We adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, or FIN 48, on
January 1, 2007. As a result of the implementation of FIN 48, we recognized a decrease in reserves for uncertain tax benefits through a cumulative effect adjustment of approximately $1,000 thousand, which was accounted for as a reduction to the
January 1, 2007 balance of retained earnings. Including the cumulative effect adjustment, we had approximately $1,840 thousand of total gross unrecognized tax benefits as of January 1, 2007. The entire amount of unrecognized tax benefits
would, if recognized, impact the annual effective rate upon recognition.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as
follows:



|                                                                                |  |   |      
|------------------------------------------------------------------------------- |  | - | -----
|Reconciliation of the Beginning and Ending Amount of Unrecognized Tax Benefits: |  |  
|($ in thousands)                                                                |  |   |      
|                                                                                | 
|Balance at January 1, 2007                                                      |  | $ | 1,840
|Reductions for tax positions of prior years                                     |  |   | (975)
|Settlements with taxing authorities                                             |  |   | (340)
|                                                                                |  |   |      
|Balance at December 31, 2007                                                    |  | $ | 525  
|                                                                                |  |   |      

Based upon the timing and status of our current examinations by taxing authorities, we do not believe that it is reasonably
possible that any changes to the balance of unrecognized tax benefits occurring in the next 12 months will result in a significant change to the results of operations, financial condition or liquidity. In addition, we do not anticipate that there
will be additional payments made or refunds received within the next 12 months with respect to the years under audit. We do not anticipate any increases to the unrecognized tax benefits that would have a significant impact on the financial position
of the company.

Our federal income tax returns are routinely audited by the IRS. We are no longer subject to income tax examinations by federal authorities for tax
years prior to 2004. Our U.S. federal income tax returns for 2004 and 2005 are currently being examined. We do not believe that the examination will result in a material change in our financial position. We are not currently under audit with any
state taxing authorities.

We recognize interest and penalties related to amounts accrued on uncertain tax positions and amounts paid or refunded from federal and
state income tax authorities in tax expense. The interest and penalties recorded during the twelve month periods ending December 31, 2006 and 2007 were not material. We did not have an accrual for the payment of interest and penalties as of
December 31, 2007.

10.  Related Party Transactions

Capital Contributions

During the year ended December 31, 2007, we received $49,984 thousand in capital contributions from Phoenix Life, of
which $25,000 thousand was in cash and $24,984 was in securities.

Related Party Transactions

The amounts included in the following discussion are gross expenses, before deferrals for policy acquisition costs.

Phoenix Life provides
services and facilities to us and is reimbursed through a cost allocation process. The expenses allocated to us were $270,394 thousand, $203,521 thousand and $108,701 thousand for the years ended December 31, 2007, 2006 and 2005, respectively.
Amounts payable to Phoenix Life were $11,767 thousand and $18,650 thousand as of December 31, 2007 and 2006, respectively.



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##### Table of Contents

10.  Related Party Transactions (continued)



During 2006, we entered into a contract with Phoenix Life whereby we cede to Phoenix Life the liabilities related to certain
guarantees on our annuity products. Because this contract does not transfer sufficient risk to qualify for reinsurance accounting, we account for ceded liabilities as a deposit asset. The asset on deposit with Phoenix Life was $3,051 thousand and
$220 thousand at December 31, 2007 and 2006, respectively. This amount is included in our balance sheet in other general account assets. Amounts due to Phoenix Life under this contract were $336 thousand and $215 thousand at December 31,
2007 and 2006, respectively.

Phoenix Investment Partners Ltd., or PXP, an indirect wholly-owned subsidiary of PNX, through its affiliated registered investment
advisors, provides investment advisory services to us for a fee. Investment advisory fees incurred by us for management of general account assets under this arrangement were $2,172 thousand, $2,439 thousand and $2,993 thousand for the years ended
December 31, 2007, 2006 and 2005, respectively. Amounts payable to the affiliated investment advisors were $15 thousand and $106 thousand, as of December 31, 2007 and 2006, respectively. Through July 2007 PXP provided investment advisory
services to the variable product separate accounts. They received variable product separate account fees on our behalf, retained a portion of those fees, for services provided, and forward the remainder to us. Amounts receivable from PXP for those
fees were $0 thousand and $245 thousand as of December 31, 2007 and 2006, respectively. The variable product separate account fees retained by PXP were $271 thousand, $684 thousand and $697 thousand for 2007, 2006 and 2005, respectively.

Effective August 2007, Phoenix Variable Advisors, Inc, or PVA, an indirect wholly-owned subsidiary of Phoenix Life became the investment advisor for the variable
product separate accounts. They receive variable product separate account fees on our behalf and forward them to us, net of sub-advisory fees they paid. Amounts receivable from PVA for those fees were $276 thousand as of December 31, 2007.

Phoenix Equity Planning Corporation, or PEPCO, a wholly-owned subsidiary of Phoenix Investment Partners Ltd., is the principal underwriter of our annuity contracts.
Until May 31, 2004, contracts could be purchased through registered representatives of our former affiliate, W.S. Griffith Securities, Inc., or Griffith. Other outside broker-dealers are licensed to sell our annuity contracts as well. We
incurred commissions for contracts underwritten by PEPCO of $48,331 thousand, $38,062 thousand and $35,422 thousand for the years ended December 31, 2007, 2006 and 2005, respectively. Amounts payable to PEPCO were $2,269 thousand and $278
thousand as of December 31, 2007 and 2006, respectively.

Phoenix Life pays commissions to producers who sell our non-registered life and annuity products.
Commissions paid by Phoenix Life on our behalf were $159,847 thousand, $105,993 thousand and $54,927 thousand for the years ended December 31, 2007, 2006 and 2005, respectively. Amounts payable to Phoenix Life were $13,684 thousand and $4,187
thousand as of December 31, 2007 and 2006, respectively.

Premium processing services

We provide payment processing services for Phoenix Life, wherein we receive deposits on Phoenix Life annuity contracts, and forward those payments to Phoenix Life. During 2006, we began including life insurance premiums in this
service. In connection with this service, at December 31, 2007 and 2006, we had amounts due to Phoenix Life of $416 thousand and $1,914 thousand, respectively. We do not charge any fees for this service.

We also provide payment processing services for Phoenix Life and Annuity, a wholly-owned indirect subsidiary of Phoenix Life, wherein we receive deposits on certain Phoenix Life
and Annuity annuity contracts, and forward those payments to Phoenix Life and Annuity. During 2006, we began including life insurance premiums in this service. In connection with this service, at December 31, 2007 and 2006, we had amounts due
to Phoenix Life and Annuity of $482 thousand and $16 thousand, respectively. We do not charge any fees for this service.

In certain instances Phoenix Life and
Phoenix Life and Annuity may receive premiums on behalf of PHLVIC. Amounts due from Phoenix Life were $237 thousand and $71 thousand as of December 31, 2007 and 2006, respectively. Amounts due from Phoenix Life and Annuity were $15 thousand and
$0 thousand as of December 31, 2007 and 2006, respectively.



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##### Table of Contents

11.  Employee Benefit Plans and Employment Agreements

PNX has a non-contributory, defined benefit pension plan covering substantially all of its employees and those of its subsidiaries. Retirement benefits are a function of both
years of service and level of compensation. PNX also sponsors a non-qualified supplemental defined benefit plan to provide benefits in excess of amounts allowed pursuant to the Internal Revenue Code. PNXs funding policy is to contribute
annually an amount equal to at least the minimum required contribution in accordance with minimum funding standards established by the Employee Retirement Income Security Act of 1974 (ERISA). Contributions are intended to provide for benefits
attributable not only to service to date, but to service expected to be conferred in the future.

PNX sponsors pension and savings plans for its employees, and
employees and agents of its subsidiaries. The qualified plans comply with requirements established by ERISA and excess benefit plans provide for that portion of pension obligations, which is in excess of amounts permitted by ERISA. PNX also provides
certain health care and life insurance benefits for active and retired employees. We incur applicable employee benefit expenses through the process of cost allocation by PNX.

In addition to its pension plans, PNX currently provides certain health care and life insurance benefits to retired employees, spouses and other eligible dependents through various plans which it sponsors. A substantial portion
of PNXs affiliate employees may become eligible for these benefits upon retirement. The health care plans have varying co-payments and deductibles, depending on the plan. These plans are unfunded.

Applicable information regarding the actuarial present value of vested and non-vested accumulated plan benefits, and the net assets of the plans available for benefits is omitted,
as the information is not separately calculated for our participation in the plans. PNX, the plan sponsor, established an accrued liability and amounts attributable to us have been allocated. The amount of such allocated benefits is not significant
to the financial statements.

12.  Other Comprehensive Income



|                                                                                               |      |                         |          |     |      |         |  |     |         |       |   |         |  |   |          |  |   |         
|---------------------------------------------------------------------------------------------- | ---- | ----------------------- | -------- | --- | ---- | ------- |  | --- | ------- | ----- | - | ------- |  | - | -------- |  | - | --------
|Sources of Other Comprehensive
Income:                                                         |      | Year Ended December 31,
|                                                                                               | 2007 |                         | 2006     |     | 2005
|($ in thousands)                                                                               |      | Gross                   |          | Net |      | Gross   |  | Net |         | Gross |   | Net    
|                                                                                               |      |                         |          |     |      |        
|Unrealized gains (losses) on investments                                                       |      | $                       | (36,769) |     | $    | (6,995) |  | $   | 7,264   |       | $ | 1,516   |  | $ | (64,713) |  | $ | (16,569)
|Net realized investment gains (losses) on available-for-sale securities included in net income |      |                         | (4,649)  |     |      | (2,100) |  |     | (4,298) |       |   | (2,793) |  |   | 10,127   |  |   | 6,583   
|                                                                                               |      |                         |          |     |      |         |  |     |         |       |   |         |  |   |          |  |   |         
|Net unrealized investment gains (losses)                                                       |      |                         | (41,418) |     |      | (9,095) |  |     | 2,966   |       |   | (1,277) |  |   | (54,586) |  |   | (9,986) 
|Net unrealized losses on derivative instruments                                                |      |                         |         |     |      |        |  |     | (1,241) |       |   | (807)   |  |   | (516)    |  |   | (335)   
|                                                                                               |      |                         |          |     |      |         |  |     |         |       |   |         |  |   |          |  |   |         
|Other comprehensive income (loss)                                                              |      |                         | (41,418) |     | $    | (9,095) |  |     | 1,725   |       | $ | (2,084) |  |   | (55,102) |  | $ | (10,321)
|                                                                                               |      |                         |          |     |      |         |  |     |         |       |   |         |  |   |          |  |   |         
|Applicable deferred policy acquisition cost amortization                                       |      |                         | (27,425) |     |      |         |  |     | 4,930   |       |   |         |  |   | (39,223) |  |   |         
|Applicable deferred income tax benefit                                                         |      |                         | (4,898)  |     |      |         |  |     | (1,121) |       |   |         |  |   | (5,558)  |  |   |         
|                                                                                               |      |                         |          |     |      |         |  |     |         |       |   |         |  |   |          |  |   |         
|Offsets to other comprehensive income                                                          |      |                         | (32,323) |     |      |         |  |     | 3,809   |       |   |         |  |   | (44,781) |  |   |         
|                                                                                               |      |                         |          |     |      |         |  |     |         |       |   |         |  |   |          |  |   |         
|Other comprehensive loss                                                                       |      | $                       | (9,095)  |     |      |         |  | $   | (2,084) |       |   |         |  | $ | (10,321) |  |   |         
|                                                                                               |      |                         |          |     |      |         |  |     |         |       |   |         |  |   |          |  |   |         



|                                             |  |                    |          |      |   |          |  |     |          |  |   |        
|-------------------------------------------- |  | ------------------ | -------- | ---- | - | -------- |  | --- | -------- |  | - | -------
|Components of Accumulated                    |  | As of December 31,
|Other Comprehensive Income:                  |  | 2007               |          | 2006
|($ in thousands)                             |  | Gross              |          | Net  |   | Gross    |  | Net
|                                             |  |                    |          |     
|Unrealized losses on investments             |  | $                  | (56,002) |      | $ | (11,784) |  | $   | (14,584) |  | $ | (2,689)
|Unrealized gains on derivative instruments   |  |                    |         |      |   |         |  |     |         |  |   |       
|                                             |  |                    |          |      |   |          |  |     |          |  |   |        
|Accumulated other comprehensive loss         |  |                    | (56,002) |      | $ | (11,784) |  |     | (14,584) |  | $ | (2,689)
|                                             |  |                    |          |      |   |          |  |     |          |  |   |        
|Applicable deferred policy acquisition costs |  |                    | (37,873) |      |   |          |  |     | (10,448) |  |   |        
|Applicable deferred income taxes             |  |                    | (6,345)  |      |   |          |  |     | (1,447)  |  |   |        
|                                             |  |                    |          |      |   |          |  |     |          |  |   |        
|Offsets to other comprehensive income        |  |                    | (44,218) |      |   |          |  |     | (11,895) |  |   |        
|                                             |  |                    |          |      |   |          |  |     |          |  |   |        
|Accumulated other comprehensive loss         |  | $                  | (11,784) |      |   |          |  | $   | (2,689)  |  |   |        
|                                             |  |                    |          |      |   |          |  |     |          |  |   |        



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##### Table of Contents

13.  Statutory Financial Information and Regulatory Matters

We are required to file annual statements with state regulatory authorities prepared on an accounting basis prescribed or permitted by such authorities. The State of Connecticut
Insurance Department, or the Department, has adopted the National Association of Insurance Commissioners, or the NAICs, Accounting Practices and Procedures manual effective January 1, 2001, or NAIC SAP, as a component of its
prescribed or permitted statutory accounting practices. As of December 31, 2007, 2006 and 2005, the Department has not prescribed or permitted us to use any accounting practices that would materially deviate from NAIC SAP. Statutory surplus
differs from equity reported in accordance with GAAP primarily because policy acquisition costs are expensed when incurred, investment reserves are based on different assumptions, life insurance reserves are based on different assumptions and income
taxes are recorded in accordance with the Statement of Statutory Accounting Principles No. 10, Income Taxes, which limits deferred income tax assets based on admissibility tests.

Connecticut Insurance Law requires that Connecticut life insurers report their risk-based capital. Risk-based capital is based on a formula calculated by applying factors to
various assets, premium and statutory reserve items. The formula takes into account the risk characteristics of the insurer, including asset risk, insurance risk, interest rate risk and business risk. Connecticut Insurance Law gives the Connecticut
Commissioner of Insurance explicit regulatory authority to require various actions by, or take various actions against, insurers whose total adjusted capital does not exceed certain risk-based capital levels. Our risk-based capital was in excess of
350% of Company Action Level (the level where a life insurance enterprise must submit a comprehensive plan to state insurance regulators) as of December 31, 2007 and 2006.



|                                                       |  |                                          |           |      |   |          |  |   |        
|------------------------------------------------------ |  | ---------------------------------------- | --------- | ---- | - | -------- |  | - | -------
|Statutory Financial Data:                              |  | As of or For the Year Ended December 31,
|($ in thousands)                                       |  | 2007                                     |           | 2006 |   | 2005    
|                                                       |  |                                          |          
|Statutory capital and surplus                          |  | $                                        | 167,436   |      | $ | 220,342  |  | $ | 264,825
|Asset valuation reserve                                |  |                                          | 14,774    |      |   | 14,320   |  |   | 5,575  
|                                                       |  |                                          |           |      |   |          |  |   |        
|Statutory capital, surplus and asset valuation reserve |  | $                                        | 182,210   |      | $ | 234,662  |  | $ | 270,400
|                                                       |  |                                          |           |      |   |          |  |   |        
|Statutory gain (loss) from operations                  |  | $                                        | (98,589)  |      | $ | (33,094) |  | $ | 12,251 
|                                                       |  |                                          |           |      |   |          |  |   |        
|Statutory net income (loss)                            |  | $                                        | (102,297) |      | $ | (33,994) |  | $ | 12,749 
|                                                       |  |                                          |           |      |   |          |  |   |        

The Connecticut Insurance Holding Company Act limits the maximum amount of annual dividends and other distributions in any
12-month period to stockholders of Connecticut domiciled insurance companies without prior approval of the Insurance Commissioner. Under current law, we cannot make any dividend distribution during 2008 without prior approval.

14.  Contingent Liabilities

Litigation and Arbitration

We are regularly involved in litigation and arbitration, both as a defendant and as a plaintiff. The litigation and arbitration naming us as a defendant ordinarily involves our
activities as an insurer, investor, or taxpayer. It is not feasible to predict or determine the ultimate outcome of all legal or arbitration proceedings or to provide reasonable ranges of potential losses. We believe that the outcomes of our
litigation and arbitration matters are not likely, either individually or in the aggregate, to have a material adverse effect on our financial condition. However, given the large or indeterminate amounts sought in certain of these matters and the
inherent unpredictability of litigation and arbitration, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on our results of operations or cash flows in particular quarterly or annual
periods.



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##### Table of Contents

14.  Contingent Liabilities (continued)

Regulatory Matters

State regulatory bodies, the Securities and Exchange Commission, or SEC, the National Association of Securities
Dealers, Inc., or NASD, and other regulatory bodies regularly make inquiries of us and, from time to time, conduct examinations or investigations concerning our compliance with, among other things, insurance laws and securities laws. We endeavor to
respond to such inquiries in an appropriate way and to take corrective action if warranted.

In addition, federal and state regulatory authorities from time to time
make inquiries and conduct examinations regarding compliance by Phoenix Life and its subsidiaries with securities and other laws and regulations affecting their registered products. We endeavor to respond to such inquiries in an appropriate way and
to take corrective action if warranted. There has been a significant increase in federal and state regulatory activity relating to financial services companies, with a number of recent regulatory inquiries focusing on late-trading, market timing and
valuation issues. Our products entitle us to impose restrictions on transfers between separate account sub-accounts associated with our variable products.

In 2005,
the Boston District Office of the SEC completed a compliance examination of certain of PNXs affiliates that are registered under the Investment Company Act of 1940 or the Investment Advisers Act of 1940. Following the examination, the staff of
the Boston District Office issued a deficiency letter primarily focused on perceived weaknesses in procedures for monitoring trading to prevent market timing activity. The staff requested PNX to conduct an analysis as to whether shareholders,
policyholders and contract holders who invested in the funds that may have been affected by undetected market timing activity had suffered harm and to advise the staff whether PNX believes reimbursement is necessary or appropriate under the
circumstances. A third party was retained to assist PNX in preparing the analysis. Based on this analysis, PNX advised the SEC that it does not believe that reimbursement is appropriate.

Over the past several years, a number of companies have announced settlements of enforcement actions with various regulatory agencies, primarily the SEC and the New York Attorney Generals Office. While no such action has
been initiated against us, it is possible that one or more regulatory agencies may pursue this type of action against us in the future. Financial services companies have also been the subject of broad industry inquiries by state regulators and
attorneys general which do not appear to be company-specific.

These types of regulatory actions may be difficult to assess or quantify, may seek recovery of
indeterminate amounts, including punitive and treble damages, and the nature and magnitude of their outcomes may remain unknown for substantial periods of time. While it is not feasible to predict or determine the ultimate outcome of all pending
inquiries, investigations, legal proceedings and other regulatory actions, or to provide reasonable ranges of potential losses, we believe that their outcomes are not likely, either individually or in the aggregate, to have a material adverse effect
on our financial condition. However, given the large or indeterminate amounts sought in certain of these actions and the inherent unpredictability of regulatory matters, it is possible that an adverse outcome in certain matters could, from time to
time, have a material adverse effect on our results of operation or cash flows in particular quarterly or annual periods.



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