0000949377-08-000073 Sample Contracts

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 8th, 2008 • Phoenix Companies Inc/De • Life insurance • Connecticut

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of May 6, 2008 (the “Second Restatement Date”), by and between The Phoenix Companies, Inc., a Delaware corporation (the “Company”) and Dona D. Young (the “Executive”).

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May 6, 2008 Mrs. Dona D. Young Chairman, President and Chief Executive Officer The Phoenix Companies, Inc. One American Row Hartford, CT 06102-5056 Dear Mrs. Young:
Letter Agreement • May 8th, 2008 • Phoenix Companies Inc/De • Life insurance

This letter (“Letter Agreement”) serves to memorialize our understanding with respect to the modification of the distribution dates in respect of the restricted stock units (“RSUs”) referenced in the below table (the “Outstanding Award Table”). Because Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), has substantially limited the parties’ ability to modify the distribution provisions in the future, were that determined to be appropriate, the parties have agreed to provide you the opportunity to modify the distribution dates in respect of your RSUs by written election delivered on or before December 31, 2008.

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