21260561
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. This Security is exchangeable for Securities registered
in the name of a person other than the Depositary or its nominee only in the
limited circumstances described in the Indenture, and no transfer of this
Security (other than a transfer of this Security as a whole by the Depositary to
a nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary) may be registered except in limited
circumstances.
Unless this Security is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment, and any Security
issued is registered in the name of Cede and Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
hereon is made to Cede and Co. or to such other entity as is requested by an
authorized representative of the depository trust company, ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY or to any PERSON IS WRONGFUL since
the registered owner hereof, Cede and Co., has an interest herein.
2
21260561
Certificate No. R-1
12,000,000 Quarterly Interest Bond Securities,
$25 principal amount each
CUSIP No. 71902E 20 8
THE PHOENIX COMPANIES, INC.
7.45% Quarterly Interest Bond due 2032
THE PHOENIX COMPANIES, INC., a Delaware corporation (the "Company," which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to CEDE and CO. or registered
assigns, the principal sum of three hundred million Dollars ($300,000,000) on
January 15, 2032, and to pay interest on the outstanding principal amount
thereon from December 27, 2001, or from the immediately preceding interest
payment date (each such date, an "Interest Payment Date") to which interest has
been paid or duly provided for, quarterly in arrears on January 15, April 15,
July 15 and October 15 of each year, commencing April 15, 2002, at the rate of
7.45% per annum, until the entire principal hereof shall have become due and
payable and, until the principal hereof is paid or duly provided for or made
available for payment. The amount of interest payable on this security shall be
computed on the basis of a 360-day year of twelve 30-day months.
In the event that any date on which interest is payable on this Security is
not a Business Day, then payment of interest payable on such date will be made
on the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay). A "Business Day" shall mean each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in New York, New York, Hartford, Connecticut, the Corporate
Trust Office or any Place of Payment are authorized or obligated by law or
executive order to close. The interest installment so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the January 1,
April 1, July 1 or October 1 immediately preceding such Interest Payment Date (a
"Regular Record Date"). Any such interest installment not punctually paid or
duly provided for shall forthwith cease to be payable to the registered Holder
on such Regular Record Date and may either be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on a Special Record Date to be fixed by the Trustee for the payment
of such Defaulted Interest, notice whereof shall be given to the Holder of this
Security not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which this Security may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in the
Indenture.
The principal of and the interest on this Security shall be payable at the
office or agency of the Company maintained for that purpose in the United States
in such coin or currency of the United States of America that at the time of
payment is legal tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the registered Holder at such address as shall appear in the
Security Register. Notwithstanding the foregoing, so long as the Holder of this
Security is a Depository (or its nominee, including, without limitation, Cede
and Co.), the payment of the principal of (and premium, if any) and interest on
this Security will be made at such place and to such account as may be
designated by such Depository (or its nominee, including, without limitation,
Cede and Co.). All payments of principal and interest hereunder shall be made in
immediately available funds.
Reference is hereby made to the further provisions of this Security set
forth below, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid for any purpose.
21260561
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
THE PHOENIX COMPANIES, INC.
By:
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Name:
Title:
Attest:
By:
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Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities referred to in the within-mentioned Indenture.
Dated:
SUNTRUST BANK,
as Trustee
By:
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Authorized Signatory
R-2
21260561
(REVERSE OF SECURITY)
This Security is one of a duly authorized issue of Securities of the
Company, designated as its 7.45% Quarterly Interest Bonds due 2032, issued under
and pursuant to an Indenture, dated as of December 27, 2001 (the "Indenture")
between the Company and SunTrust Bank, as Trustee (herein called the "Trustee,"
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered.
All terms used in this Security that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
The Securities are redeemable, in whole or in part, at any time on or after
January 15, 2007, at the Company's option, at a redemption price equal to 100%
of the principal amount of the Securities being redeemed plus accrued and unpaid
interest thereon to, but not including, the Redemption Date (the "Redemption
Price").
The Securities are redeemable, in whole but not in part, at any time, at
the Company's option, at a redemption price equal to 100% of the principal
amount of the Securities being redeemed plus accrued and unpaid interest thereon
to, but not including, the Redemption Date if on or after December 27, 2001, a
Change in U.S. Tax Laws (as defined below) results in a substantial likelihood
that the Company will not be able to deduct the full amount of interest accrued
on the Securities for U.S. Federal income tax purposes. A "Change in U.S. Tax
Laws" means (i) any actual or proposed change in or amendment to the laws of the
U.S. or regulations or rulings promulgated under those laws; (ii) any change in
the way those laws, rulings or regulations are interpreted, applied or enforced;
(iii) any action taken by a taxing authority that applies to the Company; (iv)
any court decision, whether or not in a proceeding involving the Company; or (v)
any technical advice memorandum, letter ruling or administrative pronouncement
issued by the U.S. Internal Revenue Service, based on a fact pattern
substantially similar to that pertaining to the Company. If (i) notice has been
given as provided in the next paragraph and (ii) funds for the redemption of any
Securities called for redemption shall have been made available as provided in
the Indenture on the Redemption Date referred to in such notice, such Securities
will cease to bear or accrue interest on the date fixed for such redemption
specified in such notice, and the only right of the Holders of such Securities
will be to receive payment of the Redemption Price.
Notice of any optional redemption will be given to Holders at their
addresses, as shown in the Security Register, not more than 60 nor less than 30
days prior to the Redemption Date. The notice of redemption will specify, among
other items, the Redemption Price and the principal amount of the Securities
held by each Holder to be redeemed. If less than all the Securities are to be
redeemed at the option of the Company, the Company will notify the Trustee at
least 45 days but not more than 60 days prior to the Redemption Date of the
aggregate principal amount of the Securities to be redeemed and their Redemption
Date. The Trustee shall select not more than 45 days prior to the Redemption
Date, in such manner as it shall deem fair and appropriate, Securities to be
redeemed in whole or in part.
In the event of redemption of this Security in part only, a new Security or
Securities for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.
The Securities are not redeemable at the option of any Holder thereof, upon
the occurrence of any particular circumstances or otherwise. The Securities
shall not have the benefit of any sinking fund.
If an Event of Default shall occur and be continuing, the principal of all
the Securities shall become or may be declared due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions for satisfaction, discharge and
defeasance at any time of the entire indebtedness of this Security upon
compliance by the Company with certain conditions set forth in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities to be affected under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding to be affected. The Indenture also contains provisions permitting
Holders of specified percentages in principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all Securities, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange therefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company to pay the
principal and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Securities Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company maintained under the Indenture duly endorsed by, or
accompanied by a written instrument of transfer, in form satisfactory to the
Company and the Securities Registrar, duly executed by the Holder hereof or his
or her attorney duly authorized in writing, and thereupon one or more new
Securities, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees. No service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax, assessment or
other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
This Global Security is exchangeable for Securities in definitive form only
under certain limited circumstances set forth in the Indenture. Securities are
issuable in registered form only and in denominations of $25 and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations herein and therein set forth, Securities are exchangeable for a like
aggregate principal amount of Securities of a different authorized denomination,
as requested by the Holder surrendering the same.
The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that for U.S. Federal, State and local tax
purposes it is intended that this Security constitute indebtedness.
THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF
THE STATE OF NEW YORK.
