August 5, 2002
Philip R. McLoughlin
Executive Vice President, Investments
The Phoenix Companies, Inc.
One American Row
Hartford, Connecticut 06115
Dear Phil:
You have previously advised us of your intention to retire from The Phoenix Companies, Inc. and its affiliates effective
September 1, 2002. You have also advised us that you intend to make a claim for benefits under the Severance Letter
Agreement dated February 1, 2001, Change of Control Agreement dated February 1, 2001, the Supplemental Retirement
Agreement dated December 18, 2001 and the Letter of Clarification dated March 13, 2002.
Phil, we value the services you have provided to Phoenix in the past and believe that you could also provide very
valuable services as the company transitions as a result of your retirement. We are, therefore, asking that effective
September 1, 2002 you continue in your current role as a consultant to Phoenix until April 1, 2003, unless you are
notified that we have completed our transition and identified your successor before such time. In no event will we give
such notice before February 1, 2003.
In consideration for your consulting services the company will:
1. Pay you a pro rata annual portion of your current salary on the first day of each month during the term of this
agreement;
2. Amend your Severance Letter Agreement and Change of Control Agreement to provide that the amounts payable thereunder
shall be paid in the following amounts at the following intervals:
a) $8 million on September 1, 2002;
b) the balance of all amounts due under the Letter of Severance Agreement, Supplemental Retirement Agreement and
Change of Control Agreement on the earlier of:
i) April 1, 2003; or
ii) 15 days after we notify you that your service will no longer be needed; and
3. All amounts deferred under paragraph 2 above may at your election be invested in accordance with the options offered
in the 2002 Deferred Compensation Agreement, excluding the "PNX Guaranteed Account" option.
In addition, we will continue to provide you with all of the office and support services you currently have during the
period of your consulting service. We will also reimburse you for all travel and other expenses which are reimbursable
under the existing Phoenix policies.
Phil, we are hopeful that you will find these terms acceptable. If you do, kindly acknowledge your acceptance by
executing and dating both copies of this letter on the lines below and returning one to me.
Thank you for your consideration and I look forward to working with your in the future.
Very truly yours,
Dona D. Young
Acknowledged:
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Philip R. McLoughlin Date
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Executive Vice President, Investments
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