DEFERRED COMPENSATION AGREEMENT
AGREEMENT entered into as of the date specified herein between Phoenix
Life Insurance Company, a mutual life insurance company domiciled in the State
of New York (hereinafter referred to as `Phoenix" and by the Participant.
Whereas, the Participant is currently rendering valuable services to
Phoenix and,
Whereas, it is the desire of Phoenix to have the benefit of the
Participant's continued loyalty, service and counsel and also to assist the
Participant in planning for retirement and certain other contingencies, it is
hereby agreed:
SECTION I: DEFERRED COMPENSATION LEDGER ACCOUNT
A. Each year prior to the determination of any Incentive Plan award and prior
to the beginning of the calendar year in which such award would otherwise
be paid, the Participant may make an irrevocable written election (attached
to and made a part of this Agreement) to defer receipt of all or any
portion of such award from Phoenix that would otherwise be received.
B. Any amount awarded and deferred under the terms of this Agreement shall be
controlled solely by the terms of this Agreement and shall be net of any
applicable employment taxes.
C. Any amounts deferred by the Participant shall be credited to a Deferred
Compensation Ledger Account established for such Participant. Payments from
such Deferred Compensation Ledger Account shall only be made at the time
and under the occurrences set forth in Section II of this Agreement.
D. At the time of the election to defer compensation and once each calendar
quarter thereafter, the Participants may designate in writing that amounts
deferred be deemed to be invested in one or more of the following:
1. The general account of Phoenix.
2. One or more of various fund options made available under this
Agreement. Phoenix shall provide to the Participant with a list of
available funds and reserves the right to add or delete available
funds as it deems necessary or appropriate.
E. The election to designate deemed investments, as described above, shall be
subject to restrictions as to minimum and maximum amounts as announced from
time to time by Phoenix. Both initial and subsequent investment allocations
must be made in 10% increments. Phoenix shall have the right at any time to
add new deemed investment options, cease to offer any or all of the deemed
investment options, and alter or adjust the basis or method of calculating
any interest or earnings for any of the investment options outlined above.
F. Credits or debits to the Deferred Compensation Ledger Account will be made
in a manner corresponding to the performance of the deemed investment or
investments of the Deferred Compensation Ledger Account as selected by the
Participant.
G. Phoenix reserves the right to reduce the interest or earnings on deferred
compensation amounts for any federal or state taxes which it may incur as a
result of interest or earnings on amounts held under this Agreement.
H. Phoenix shall be under no obligation to actually make any investment as
described in Paragraph D. Reference to any such investment shall be solely
for the purpose of aiding Phoenix in measuring and meeting its liabilities
under the terms of this Agreement, In any event, if any investments are
made, Phoenix shall be named the sole owner and shall have all of the
rights and privileges conferred by any instrument evidencing such
investments. Such investments shall not be segregated, set aside or held in
trust or escrow and shall at all times remain the unrestricted assets of
Phoenix subject to the claim of its general creditors.
I. Phoenix reserves the right, at its sole discretion, to terminate this
Agreement upon written notice to the Participant. Provided, however, that
such termination shall not effect any rights or benefits accrued or in
payment status under the Agreement as of the date of such termination.
Further, at its sole discretion, Phoenix may elect, upon termination of
this Agreement to distribute in one (1) lump sum to the Participant or any
beneficiary, as the case may be, the value of the Deferred Compensation
Ledger Account or the commuted value of any remaining installment payments.
SECTION II: PAYMENT OF DEFERRED COMPENSATION
A. At the time the election is made to defer receipt of compensation; the
Participant shall also make an election (attached to and made part of the
Agreement) as to the method of distribution of amounts deferred. The method
of distribution shall be either in a lump sum or as annual installments of
over a period of years not to exceed ten (10). The method of distribution
elected in any year shall be controlling for the entire Deferred
Compensation Ledger Account and the current election shall supercede any
prior election as to payment method. The Participant may elect to change
the method of distribution for the Deferred Compensation Ledger Account by
written notice to Phoenix. Such election shall become effective in the year
following the year such election is made. If the annual installment method
is elected, no change in the number or timing of such installments shall be
permitted after such installments have commenced.
B. The payment of the balance to the credit of the Participant in the Deferred
Compensation Ledger Account shall be made or commence to be made in
accordance with the manner elected by the Participant not later than 30
days after the payment date specified in the Election Form. If no such date
is specified, payment shall be made upon the earliest of the Participant's
retirement, termination of employment with Phoenix, death or upon becoming
permanently disabled as reasonably determined by Phoenix. Any amount
payable by reason of the Participant's death shall be paid in one lump sum
to the Participant's beneficiary or beneficiaries designated by the
Participant in the Election Form.
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C. If the annual installment method is elected, Phoenix, in its sole
discretion, may elect that all amounts held in the Deferred Compensation
Ledger Account be withdrawn therefrom up to thirty (30) days prior to the
first installment payment date and be applied to purchase a period certain
annuity in the name of Phoenix, the proceeds of which will be paid to the
Participant in accordance with the installment payment schedule elected.
SECTION III: BENEFITS NONASSIGNABLE
It being the intent of Phoenix that the benefits provided by this
Agreement will be available for the support and maintenance of the Participant
and the Participant's beneficiaries in the event of certain contingencies,
Phoenix wishes to limit the rights of the Participant and the Participant's
beneficiaries in a manner which will assure that those benefits will always be
of a size and duration sufficient to provide for the support and maintenance of
the Participant and the Participant's beneficiaries. Therefore, the benefits
provided hereunder will not be subject to alienation, garnishment, attachment or
any other legal process by creditors of the Participant or of any person or
persons designated as beneficiaries. Furthermore, except by will or the laws of
descent or distribution, the Participant and any beneficiary may not anticipate
the benefits provided hereunder by assignment, pledge, sale or similar act.
SECTION IV: OTHER RIGHTS
This Agreement creates no rights in the Participant to continue the
Participant's affiliation with Phoenix, if any, for any length of time, nor does
it create any rights in the Participant or obligations in the part of Phoenix
other than those set forth herein. Furthermore, this Agreement does not
guarantee any award to the Participant or in any way obligate Phoenix to grant
such award. Any amounts deferred under this Agreement shall be contingent on the
actual granting of such award.
SECTION V: CLAIMS PROCEDURES
Claims for benefits under this Agreement shall be administered in
accordance with the Claims Review Process as set forth in the Phoenix Employee
Benefit Guide which has been made available to all Participants.
SECTION VI: REPRESENTATIONS
Phoenix represents that is it entering into this Agreement at the
Participant's request to fulfill its compensation obligations to the
Participant. The Participant represents: (a) that the Participant is entering
into this Agreement primarily for compensatory and tax deferral purposes; (b)
that, the Participant has had access to all material information concerning
Phoenix and the operation of its general account together with the opportunity
to have any questions the Participant may have about Phoenix and the operation
of its general account answered by representatives of Phoenix; (c) the
Participant has been provided with upon request, the Prospectuses for the mutual
funds listed on the Election Form; and (d) the Participant acknowledges receipt
of the explanatory and disclosure letter from Phoenix and acknowledge and
concurs with all representations made therein.
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DEFERRED COMPENSATION AGREEMENT
ACCEPTANCE AND ELECTION FORM
Attached to and made part of the Participant's Deferred Compensation Agreement,
I Carl T. Chadburn (name of Participant) hereby irrevocably elect to defer
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the following amounts payable under my Employment Agreement dated December 20,
2000:
% or $ of my Long Term Incentive Plan Award
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% or $ of my Mutual Incentive Plan Award.
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% or $ of my salary (fill in applicable name)
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I hereby irrevocably elect the payment of my installment Deferred Compensation
Ledger Account be paid or commenced to be paid to me:
(month) of (not more than 1 year following retirement)
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I understand that, notwithstanding the payment date elected, payment shall be
made or commenced to be made upon the Participant's death if it occurs prior to
the date elected below.
I hereby elect that my Deferred Compensation Ledger Account balance be paid to
me:
[X] In one lump sum on the first day of August , 2012 but not later than ten
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month year
(10) years from the date of this agreement.)
[_] In ____ (2-10) annual installments. Installment payments will be paid
directly from the deferred compensation account.
[_] $________________ annual installment. Remainder to be distributed at
the end of the installment period
[_] Installments of declining balance. At the end of the installment
period, zero dollars remain.
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I further understand that I may change the method of payment of my Deferred
Compensation Ledger Account subject to the terms and conditions set forth in the
Deferred Compensation Agreement.
DEFERRED COMPENSATION AGREEMENT
ACCEPTANCE AND ELECTION FORM
Please fill in the fund name(s) from the attached list or fill in "General
Account". All investments must be made in 10% increments or dollar amounts. My
initial election for the deemed investment of the amounts specified above is as
follows:
A. $ 1,000,000 [ One Million Dollars ] or
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Write Amount
B. 1. 100 % Phoenix Guaranteed Account
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2. %
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3. %
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4. %
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5. %
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6. %
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7. %
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8. %
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9. %
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10. %
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BENEFICIARY DESIGNATION
The following are hereby designated as beneficiaries for the purpose of
payments in the event of the death of the Participant prior to the payment of
all benefits under this Agreement:
Primary: Margaret N. Chadburn -- spouse
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Contingent: Katherine M. Ayson -- daughter
Jennifer Sage Robinson -- daughter
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I understand that I may change my beneficiary designation and my investment
election by calling (860) 403-2083 or (860) 403-2134 or by written notice to:
Human Resources, Pension Plan Administration
100 Bright Meadow Boulevard
Enfield, CT 06082
DEFERRED COMPENSATION AGREEMENT
ACCEPTANCE AND ELECTION FORM
THIS AGREEMENT is solely between Phoenix and the Participant. The
Participant and any beneficiaries as designated in this Election Form, shall
have recourse only against Phoenix for enforcement, and it shall be binding upon
the beneficial heirs, assignees, executors and administrators of the Participant
and upon the successors and assigns of Phoenix.
EXECUTED by the undersigned this 29 day of August 2002.
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PHOENIX LIFE INSURANCE COMPANY
/s/ E. Rudden
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Vice President, Human Resources
/s/ Carl T. Chadburn /s/ Margaret M. Chadburn
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Participant's signature Witness
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ATTACHMENT A - DEFERRED COMPENSATION FUNDS
FUND NAME QUOTRON
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Phoenix-Aberdeen Global Small Cap Fund PAGAX
Phoenix-Aberdeen International Fund PHITX
Phoenix-Aberdeen New Asia Fund PAFAX
Phoenix-Aberdeen Worldwide Opportunities Fund NWWOX
Phoenix-Duff & Phelps Core Bond Fund PHGBX
Phoenix-Duff & Phelps Core Equity Fund PHCEX
Phoenix-Duff & Phelps Real Estate Securities Fund PHRAX
Phoenix-Engemann Aggressive Growth Fund PHSKX
Phoenix-Engemann Balanced Return Fund PABRX
Phoenix-Engemann Capital Growth Fund PHGRX
Phoenix-Engemann Focus Growth Fund PASGX
Phoenix-Engemann Nifty Fifty Fund PANFX
Phoenix-Engemann Small & Mid-Cap Growth Fund PAMAX
Phoenix-Euclid Market Neutral Fund EMNAX
Phoenix-Goodwin California Tax Exempt Bonds, Inc. CTESX
Phoenix-Goodwin Emerging Markets Bond Fund PEMAX
Phoenix-Goodwin High Yield Fund PHCHX
Phoenix-Goodwin Money Market Fund PMMXX
Phoenix-Goodwin Multi-Sector Fixed Income Fund, Inc. NAMFX
Phoenix-Goodwin Multi-Sector Short Term Bond Fund NARAX
Phoenix-Goodwin Tax Exempt Bond Fund PHTBX
Phoenix-Hollister Small Cap Value Fund PDSAX
Phoenix-Hollister Value Equity Fund PVEAX
Phoenix-Oakhurst Balanced Fund PHBLX
Phoenix-Oakhurst Growth & Income Fund PDIAX
Phoenix-Oakhurst Income & Growth Fund NAINX
Phoenix-Oakhurst Strategic Allocation Fund, Inc. PTRFX
Phoenix-Seneca Bond Fund SAVAX
Phoenix-Seneca Growth Fund SGCRX
Phoenix-Seneca Mid-Cap "EDGE" Fund EDGEX
Phoenix-Seneca Real Estate Securities Fund REALX
Phoenix-Seneca Strategic Theme Fund PSTAX
PNX Guaranteed Account tracks PNX