EXHIBIT 10(M)
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PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NONQUALIFIED DEFERRED COMPENSATION PLANS
PHOENIX DUFF & XXXXXX CORPORATION JOINDER AGREEMENT
THIS JOINDER AGREEMENT by and between the Benefit Plans Committee (the
"Named Fiduciary") of Phoenix Home Life Mutual Insurance Company (the "Company")
and Phoenix Duff & Xxxxxx Corporation ("PDP" or the "Participating Employer")
amends and restates, effective January 1, 1997, the Joinder Agreements dated as
of November 1, 1995 by and between the Named Fiduciary and each of Phoenix
Equity Planning Corporation and Phoenix Investment Counsel, Inc. with respect to
the Phoenix Home Life Mutual Insurance Company Nonqualified Deferred
Compensation Plans.
WHEREAS, Phoenix Equity Planning Corporation and Phoenix Investment
Counsel, Inc. participated in the Company's Nonqualified Supplemental Executive
Retirement Plan, Excess Benefit Plan, Excess Investment Plan and Deferred
Compensation Agreements (collectively, the "Plans") as members of the Company's
controlled group of corporations, as defined in Section 414(b) of the Code until
November 1, 1995, at which time Phoenix Securities Group, Inc., the parent
corporation of Phoenix Equity Planning Corporation and Phoenix Investment
Counsel, Inc., merged into Duff & Xxxxxx Corporation to form PDP, which is not a
member of the Phoenix Home Life Mutual Insurance Company controlled group of
corporations; and
WHEREAS, by resolution of the Named Fiduciary for the Plans and the
Directors of Phoenix Equity Planning Corporation and Phoenix Investment Counsel,
Inc., Phoenix Equity Planning Corporation and Phoenix Investment Counsel, Inc.
continued to participate in the Plans on and after November 1, 1995 as
Participating Employers pursuant to Joinder Agreements executed by each of
Phoenix Equity Planning Corporation and Phoenix Investment Counsel, Inc., but
benefits provided under the Plans to the employees of each of the Participating
Employers in the Plans were paid from the general assets of the respective
Participating Employers; and
WHEREAS, PDP maintained the Phoenix Duff & Xxxxxx Corporation Employees
Savings Plan, a profit sharing plan including a qualified cash or deferred
arrangement under Section 401(k) of the Code, for the benefit of its employees
other than the employees of Phoenix Equity Planning Corporation and Phoenix
Investment Counsel, Inc.; and
WHEREAS, the Named Fiduciary for the Phoenix Home Life Mutual
Insurance Company Savings and Investment Plan, a profit sharing plan including a
qualified cash or deferred arrangement under Section 401(k) of the Code, and the
Directors of PDP approved the merger of the Phoenix Duff & Xxxxxx Corporation
Employees Savings Plan into the Phoenix Home Life Mutual Insurance Company
Savings and Investment Plan on December 31, 1996 and the execution of a Joinder
Agreement pursuant to which PDP will participate
in the Savings and Investment Plan on a multiple employer basis effective
December 31, 1996; and
WHEREAS, PDP desires to cover all of its eligible Employees under the
Excess Investment Plan effective January 1, 1997 and further desires to continue
to cover on and after January 1, 1997 the eligible Employees of Phoenix Equity
Planning Corporation and Phoenix Investment Counsel, Inc. under the Supplemental
Executive Retirement Plan, the Excess Benefit Plan and the Deferred Compensation
Agreements on the terms provided herein and the Named Fiduciary for the Plans
has approved such coverage and the execution of such a Joinder Agreement;
NOW, THEREFORE, effective January 1, 1997, in consideration of the mutual
promises hereinafter set forth, PDP and the Named Fiduciary agree as follows:
1. ADOPTION OF PLANS
With the consent of the Named Fiduciary, PDP hereby adopts the Plans and
all of the provisions thereof and participates therein as a Participating
Employer effective January 1, 1997; provided, however, that only Employees of
Phoenix Equity Planning Corporation and Phoenix Investment Counsel, Inc. shall
participate in the Supplemental Executive Retirement Plan, the Excess Benefit
Plan and the Deferred Compensation Agreements.
2. REQUIREMENTS OF PARTICIPATING EMPLOYER
(a) Benefits payable under the Plans to Employees of the Participating
Employer are paid from the Participating Employer's general assets. The
Participating Employer agrees to pay and assumes all liability with respect to
all benefits payable under the Plans to Employees of the Participating Employer,
their spouses and other dependents and beneficiaries in accordance with the
terms of the Plans; provided, however, that the Company and not the
Participating Employer shall pay and assume liability for benefits payable under
the Plans to Employees of Phoenix Equity Planning Corporation and Phoenix
Investment Counsel, Inc. with respect to service completed before January 1,
1996.
(b) The Plan Administrator shall keep separate books and records
concerning the contributions and benefits payable under the Plans with respect
to the Participating Employer and the Employees of the Participating Employer.
(c) The Participating Employer shall pay to the Company its
proportionate share of any administrative expenses of the Plans which are to be
paid by the Employer.
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3. DESIGNATION OF AGENT
The Participating Employer hereby irrevocably designates the Named Fiduciary
and the Plan Administrator as its agents to exercise on its behalf all of the
power and authority conferred by the Plans upon each of them.
4. PLAN AMENDMENT
(a) Subject to the provisions of paragraph (b) hereof, the Participating
Employer hereby delegates to the Named Fiduciary the right at any time to amend
the Plans in accordance with the terms of the Plans, provided that any such
amendment could not affect the Participating Employer's share of the cost of the
Plans. If an amendment could affect the Participating Employer's share of the
cost of the Plans, then such amendment shall not be effective with respect to
the Participating Employer until approved by the Participating Employer. Any
such amendment shall be adopted by the Participating Employer's Benefit Plans
Committee unless such amendment could significantly affect the Participating
Employer's share of the cost of the Plan, as determined by the Participating
Employer's Benefit Plans Committee, in which case such amendment shall be
adopted by the Participating Employer's Board of Directors in accordance with
the Participating Employer's Articles of Incorporation, Bylaws and applicable
law and shall become effective as provided therein upon its execution.
(b) No amendment to any of the Plans shall be effective with respect to
the Participating Employer until 45 days after a copy of the amendment shall
have been delivered to the Participating Employer, unless the Participating
Employer shall have waived its right to receive such advance copy of the
amendment.
5. WITHDRAWAL OF THE PARTICIPATING EMPLOYER
The Participating Employer may terminate its participation in one or more
of the Plans by giving the Named Fiduciary prior written notice specifying a
termination date which shall be the last day of a month at least 30 days
subsequent to the date such notice is delivered to the Named Fiduciary, unless
the Named Fiduciary shall have waived its right to such notice. The Named
Fiduciary may terminate the Participating Employer's participation in one or
more of the Plans as of any termination date by giving the Participating
Employer prior written notice specifying a termination date which shall be the
last day of a month at least 30 days subsequent to the date such notice is
delivered to the Participating Employer, unless the Participating Employer shall
have waived its right to such notice.
6. ADMINISTRATOR'S AUTHORITY
The Plan Administrator shall have all of the duties and
responsibilities authorized by the Plans and shall have the authority to make
any and all rules, regulations and decisions
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necessary or appropriate to effectuate the terms of the Plans, which shall be
binding upon the Participating Employer and all Participants.
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7. DEFINITIONS
Capitalized terms not defined in this Joinder Agreement shall have the
meanings set forth in the Plans, the terms of which are incorporated herein by
this reference.
IN WITNESS WHEREOF, the parties have duly executed this Joinder
Agreement this 13 th day of December, 1996.
Phoenix Home Life Mutual Insurance Company
Benefit Plans Committee
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, Secretary
Phoenix Duff & Xxxxxx Corporation
By: /s/ Xxxxxx X. XxXxxxxxxx
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its Vice Chairman, Chief Executive Officer
and Director
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