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December 20, 2000
Xxxxxx X. Xxxxxxxxx
Hartford, Connecticut
This letter (the Contract) sets forth the commitment of Phoenix Home Life Mutual
Insurance Company to you in order to encourage you to remain in the Company's
employment. The initial term of this contract shall extend from January 1, 2001
through June 30, 2005, and shall automatically be extended on June 30, 2003, for
an additional two years unless either you or we advise the other in writing
prior to such date.
If the Company terminates your employment for reasons other than for "Cause" or
you terminate your employment for "Good Reason," as defined in the Change in
Control Agreement (the Agreement) dated November 6, 2000; or if you voluntarily
terminate your employment within 90 days following the date, if any, on which
you cease to serve as Chairman of the Board, the Company shall pay you the same
severance and other termination benefits that would be payable to you under the
provisions of Sections 3 and 4 of the Agreement assuming for this purpose that a
Change of Control (as defined therein) had occurred on the date immediately
preceding the date of your termination; provided that the benefits under the
Contract shall be reduced by any duplicate benefits payable under the Agreement.
Further, the calculation of benefits under Section 4(a)(i)(B) of the Agreement
will be amended to include an amount equal to the highest of the last three (3)
award payments under the Company's Long Term Incentive Plan (or any successor
plan), or similar long term incentive plan applicable to the executive.
Payment of any severance or termination benefits hereunder shall be subject to
all of the other provisions of the Agreement. This Contract and the Agreement
constitute the entire agreement between the parties with respect to the matters
referred to herein. No other agreement relating to the terms of your employment
by the Company, oral or otherwise, shall be binding between the parties unless
it is in writing and signed by the party against whom enforcement is sought.
There are no promises, representations, inducements or statements between the
parties other than those that are expressly contained herein. This Contact may
not be altered, modified or amended except by a written instrument signed by
each of the parties hereto. The Company shall require any successor before or
after demutualization (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company or the Holding Company, by written agreement to assume
expressly and agree to perform this Contract in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. This contract shall also inure to the benefit of your heirs,
executors, administrators and legal representatives.
If this letter properly sets forth our understanding regarding the above
matters, please sign both copies of this letter, return one to me and keep one
for your records.
Agreed: PHOENIX MUTUAL LIFE INSURANCE COMPANY
/s/ Xxxxxx X. Xxxxxxxxx By /s/ Xxxx X. Xxxxxxxx
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Xxxxxx x. Xxxxxxxxx Xxxx X. Xxxxxxxx, Executive Vice President