TEXT - S&P affirms The Phoenix Cos rating

Overview
-- PNX has received consent from a majority of its bond holders to amend
the indenture for its $253 million outstanding 7.45% quarterly interest senior
debt issue.
-- We are affirming our 'BB-'financial strength ratings and 'B-'
counterparty credit ratings on the company.
-- The stable outlook reflects our view that Phoenix's financial profile
is stabilizing and improving incrementally.

Rating Action
On Jan. 16, 2013, Standard & Poor's Ratings Services affirmed its 'B-'
long-term counterparty credit rating on The Phoenix Cos. Inc.
(NYSE:PNX). At the same time, we affirmed our 'BB-' financial strength ratings
on subsidiaries Phoenix Life Insurance Co. and PHL Variable Insurance Co.
(collectively Phoenix). We removed all the ratings from CreditWatch Negative,
where they were placed Dec. 7, 2012. The outlook is stable.

Rationale
PNX has received the required approval from a majority of its bond holders to
amend its indenture regarding its third-quarter 2012 SEC filing. The company
had previously breached a covenant when it didn't file its third-quarter 2012
SEC filing with the trustee within 15 days of the SEC filing deadline. If not
remedied, this breach of covenant may have led to an acceleration of principal
payments. On Dec. 12, 2012, PNX began a consent solicitation to amend the
indenture. As of Jan. 15, 2013, the company had received a one-time consent
from at least 65% of its bond holders, allowing PNX to extend the date for
providing its third-quarter 2012 form 10-Q to the bond trustee to March 31,
2013.

Outlook
The stable outlook reflects our view that Phoenix's financial profile is
stabilizing and incrementally improving, mainly because of improving operating
performance and its continuous strengthening of its capital base. However, its
business profile remains marginal. In the short term, we expect Phoenix to be
able to make all timely payments on its obligations. In the longer term, we
expect PNX's repositioning strategy to be successful and to add new
distribution relationships that increase sales.

Related Criteria And Research
-- The Phoenix Cos. Inc. Ratings Placed On CreditWatch Negative After
Covenant Breach, Dec. 7, 2012
-- Phoenix Cos. Inc., May 14, 2012

Ratings List
Ratings Affirmed; CreditWatch/Outlook Action
To From
Phoenix Cos. Inc.
Counterparty Credit Rating
Local Currency B-/Stable/-- B-/Watch Neg/--
Senior Unsecured B- B-/Watch Neg

PHL Variable Insurance Co.
Phoenix Life Insurance Co.
Counterparty Credit Rating
Local Currency BB-/Stable/-- BB-/Watch Neg/--
Financial Strength Rating
Local Currency BB-/Stable/-- BB-/Watch Neg/--

Phoenix Life Insurance Co.
Subordinated B- B-/Watch Neg