GENERAL RELEASE, by Philip R. McLoughlin (the "Executive") in favor of
THE PHOENIX COMPANIES, INC. (the "Company").
1. The Executive knowingly and voluntarily waives, terminates,
cancels and releases forever whatever rights, claims or causes of
action he (or his heirs, executors, administrators, successors,
assigns and legal representatives) may have or may yet have against
the Company and any of its subsidiaries or affiliates, and each of
their respective predecessors, successors or assigns, present and
former directors, officers, employees, shareholders, attorneys and
agents, whether known or unknown, based upon any matter, cause or
thing occurring at any time before and including the Effective Date.
2. Paragraph 1 includes, but is not limited to, all claims under
federal, state or local law or the national or local law of any other
country (statutory or decisional) for breach of contract, for tort,
for wrongful or abusive or unfair discharge or dismissal, for
impairment of economic opportunity or for defamation, for intentional
infliction of emotional distress, or for discrimination based upon
race, color, ethnicity, sex, age, national origin, religion,
disability, sexual orientation or any other unlawful criterion or
circumstance. Such released rights and claims include, but are not
limited to, all rights or claims under the Age Discrimination in
Employment Act of 1967 ("ADEA") (except that the Executive does not
waive ADEA rights or claims that may arise after the date of this
Agreement).
3. The Executive affirms that, prior to the execution of this
General Release, the Executive was advised to consult with an attorney
of his choice concerning the terms and conditions of this General
Release and that he has been given up to 21 days to consider signing
this General Release. The Executive understands that he has seven days
following his signing to revoke and cancel this General Release, and
the terms and conditions of this General Release will not become
effective or enforceable until the revocation period has expired (the
"Effective Date"). The Executive agrees that a revocation will only be
effective if he furnishes written notice to the Company's Director of
Human Resources within such seven-day period.
4. Notwithstanding any term of this General Release, this General
Release will not terminate, cancel or release (i) the obligation of
The Phoenix Life Insurance Company to make the payment, pursuant to
the attached schedule, under the Employment Letter of Agreement, dated
February 1, 2001 (as clarified on September 4, 2002), which payment
will be made promptly after the Effective Date; or (ii) any obligation
of the Company or any of its subsidiaries and their successors and
assigns to pay or provide for benefits, or satisfy any obligation it
has, under any employee benefit plan or agreement that pertains to
Executive and is not encompassed in (i) above.
September 4, 2002
/s/ Philip R. McLoughlin
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Philip R. McLoughlin
SCHEDULE ATTACHED TO GENERAL RELEASE FOR PHILIP R. MCLOUGHLIN
Analysis of Financial Impact of Employment Agreements*
PHIL MCLOUGHLIN
CHANGE IN CONTROL AGREEMENT
2 1/2 times Salary 1,500,000
(Section 4 (a)(I)(B))
2 1/2 times highest MIP 2,604,000
(Section 4 (a)(I)(B))
Current LTI vesting 2,338,668
(Section 4 (a)(I)(C))
2 1/2 additional years for retirement benefits** 3,562,860
(Section 4 (a)(I)(D))
Severance benefits - 2 1/2 years of SIP and excess match 39,857
(Section 4 (a)(I)(E))
Other
(Section 4 (a)(I)(A)) 26,539
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TOTAL CHANGE IN CONTROL 10,071,924
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*Calculations are assuming a 9/1/02 retirement date.
** Represents value of lump sum. May elect annuity form of payment.
September 4, 2002
/s/ Philip R. McLoughlin
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Philip R. McLoughlin
/s/ Tracy L. Rich
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The Phoenix Companies, Inc.