UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
Of the Securities Exchange Act Of 1934
Date of Report (Date of Earliest Event Reported): November 4, 2004
THE PHOENIX COMPANIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-16517 06-0493340
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
One American Row, Hartford, CT 06102-5056
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (860) 403-5000
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Item 1.01. Entry Into a Material Definitive Agreement
The Phoenix Companies, Inc. and Michael E. Haylon, its Executive Vice President and Chief Financial
Officer, have agreed to enter into a Restricted Stock Units Agreement, effective as of November 4, 2004, upon
essentially the following terms, among others: (i) the 63,712 restricted stock units, or RSUs, awarded to Mr.
Haylon on November 4, 2004, will vest on the earlier of (a) November 4, 2007 or (b) a Change in Control (as
defined in Mr. Haylon's Change of Control Agreement) with a termination of Mr. Haylon's employment other than
for "cause"; and (ii) for each RSU which vests, one share of The Phoenix Companies, Inc. common stock will be
issued on the later of June 26, 2006 or its date of vesting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.
THE PHOENIX COMPANIES, INC.
Date: November 10, 2004 By: /s/ Carole A. Masters
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Name: Carole A. Masters
Title: Vice President
