SUPPLEMENTAL RETIREMENT PLAN
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Whereas, Simon Tan, (the "Executive") would have met the requirements for the
special retirement incentive (the "Early Retirement Program") offered by the
Phoenix Companies ("the Company") in 2001 to certain employees and officers of
the Company and its majority-owned subsidiaries if the eligibility date had been
extended until June 30, 2002; and
Whereas, the opportunity to participate in the Early Retirement Program was not
made available to the Executive; and
Whereas, as an inducement to the Executive to remain in its employ at least
until January 1, 2004, the Company has agreed to provide the Executive with
additional retirement benefits (the "Supplemental Benefits") comparable to those
he would have received under the Early Retirement Program which will supplement
those benefits actually provided to the Executive under the terms of the
retirement plans maintained by the Phoenix Companies;
Now, therefore, in considation of the foregoing, the Company hereby establishes
this Supplemental Retirement Plan (the "Plan") to provide the Supplemental
Benefits, on the terms and subject to the conditions set forth herein:
Article I. Supplemental Benefits
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1.1 Amount of Benefit. Except as provided below, a lump sum payment equal to the
excess of
A. The present value of the retirement benefits (whether or not otherwise
vested) the Executive would have accrued under the Company's qualified
and non-qualified defined benefit retirement plans (the "Applicable
Retirement Plans") in which the Executive was participating at the
time of his termination of employment (the "Date of Retirement") had
he continued to work for the Company for five (5) additional years
from his Date of Retirement at the same rate of compensation that
would otherwise be taken into account for purposes of determining his
accrued benefits at the Date of Retirement, [except that the amount of
the Company's Mutual Incentive Plan (MIP) or other Short Term
Incentive Plan (STI) or any successor plan which is used in the
calculation of his retirement benefit shall not be less than the
actual dollar amount of MIP or STI that would have been used for this
calculation under the provisions of the Applicable Retirement Plans
had the Executive retired by June 30, 2002], and achieved the age that
he would have achieved at the end of such five (5) year period over
B. the present value on the Date of Retirement of all the Executive's
vested accrued benefits under such Applicable Retirement Plans. For
this purpose, all calculations of present value shall be made based on
the actual assumptions used on the date immediately prior to the Date
of Retirement under whichever of the Applicable Retirement Plans the
benefits would otherwise have been provided.
1.2 Method of Payment. It is hereby provided that at the Executive's option, in
lieu of the lump sum benefit described above, the value of such benefit shall be
payable in the form of a non-qualified monthly annuity determined as provided
under the Applicable Retirement Plans and payable in the same benefit form and
at the same time as other benefits under such Applicable Retirement Plans.
Article II. Vesting
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2.1 Supplemental Benefits. Except as otherwise expressly provided herein, and
subject to his continued service for the Company as an employee, the Executive
shall become fully vested as to all of his Supplemental Benefits at January 1,
2004. Notwithstanding the foregoing, the Executive's rights to his Supplemental
Benefits will vest in full at any time that the Executive's employment
terminates as a result of i) a termination by the Company without Cause, ii) his
death or iii) his inability to perform the duties of his position by reason of
physical or mental incapacity which would qualify the Executive to receive
benefits under the Company's primary long-term disability plan, or iv) a
termination by the Executive for Good Reason, and will be forfeited if his
employment is terminated at any time by the Company for Cause. For purposes of
this Plan, "Cause" and "Good Reason" are defined in the Change in Control
Agreement dated November 6, 2000 (the "Agreement") as modified by the Contract
dated December 20, 2000 (the "Contract").
2.2 Certain Benefits. Effective as of the Date of Retirement, the Executive
shall be deemed to have met all service and other requirements for full vesting
of benefits under all company stock option or other stock or equity compensation
plans in which the Executive participates to the extent that the Executive had
not already vested in such benefits as of the Date of Retirement. The value of
any benefits as reasonably determined by the Company shall be payable according
to the terms of such above referenced plans or, at the Executives option, as a
lump sum at the same time as amounts specified in Sections 1.1 and 1.2 above.
Article III. Payments and Benefits upon Retirement
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3.1 Under the terms of this Plan, the Company will pay to the Executive as
compensation for service rendered the benefits and payments described above and
in addition i) any accrued and unpaid vacation time, ii) a full payment of all
current long term cash cycles under the Company's Long Term Incentive Plan as
described in Section 4 of the Agreement and iii) any other benefits or payments
then earned and payable to the Executive through the Date of Retirement in
accordance with the terms of his employment.
Article IV. General
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4.1 Successor Entity. The Company shall require any successor (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 the terms
of this Plan 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.
4.2 Rules on Death. If the Executive dies prior to commencing receipt of
benefits under this Plan, the Company shall provide his surviving spouse, if
any, the same benefits that spouse would have received had the Executive died
one day after commencing receipt of benefits under this Plan payable in the same
form and under the terms and conditions of the Applicable Retirement Plans in
respect of which the benefits under this Plan are payable.
4.3 Disabilty. If the Executive is disabled as described in Article II, Section
2.1, iii, he will receive the greater of a) the payments for which he is
eligible under the Company's primary long term disability plan or b) the
payments under this Plan as described herein.
4.4 Creditor's Rights. The Company will take the necessary actions to extend to
all amounts payable under this plan the same protection of any trust agreement
which covers amounts payable under any Applicable Retirement Plans of the
Company.
4.5 No Limitation on Company's Rights. Nothing in this Plan nor any action taken
pursuant to this Plan shall be construed to limit the right of the Company at
any time to terminate the Executive's employment.
4.6 Dispute Resolution Expenses. In the event of any litigation or other
proceeding between the Company and the Executive with respect to the subject
matter of this Plan and the enforcement of rights hereunder, the Company shall
reimburse the Executive for all reasonable costs and expenses relating to such
litigation or other proceeding as they are incurred, including reasonable
attorneys' fees and expenses, regardless of whether such litigation or
proceeding resolves in favor of the Executive.
4.7 Entire Agreement. This Plan and so much of the Agreement and the Contract
and the Applicable Retirement Plans as are incorporated herein by reference
shall constitute the entire agreement between the parties regarding the subject
matter set forth herein . No assurances or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party which are not set forth expressly in this Plan. However it is
agreed that no benefits or payments due to the Executive under this Plan shall
be offset or reduced by any benefits or payments to which the Executive may be
entitled under the Change in Control Agreement dated November 6, 2000 (the
"Agreement") or the Contract dated December 20, 2000 (the "Contract").
4.8 Amendments. This Plan may be amended only by a written instrument signed by
the parties hereto.
In witness whereof, the Company has caused this Plan to be executed by its
authorized representative, effective as of the day and date below written.
The Phoenix Companies The Executive
By: By:_______________________
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(signature) (signature)
Name: Robert W. Fiondella Name: Simon Tan
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Title: Chairman and CEO Title: Executive Vice President
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Date: Date: ______________________
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