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PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
One American Row
PO Box 5056
Hartford CT 00000-0000
Phone 000 000-0000 or
000 000-0000
Internet xxx.xxx.xxx
[PHOENIX LOGO]
December 20, 2000
Xxxx X. Xxxxx
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.
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 (i) April 30, 2001 if, on or
before such date you shall not have been elected Chief Operating Officer of the
Company; or (ii) April 30, 2004 if, on or before such date, you shall not have
been elected Chief Executive Officer of the Company; 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 in 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 is hereby 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/ Xxxx X. Xxxxx By /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxx Xxxx X. Xxxxxxxx, Executive Vice President
