2002 Compensation Program  Simon Tan
Introduction
The 2002 compensation program will consist of three components:
1.  A base salary payable on a biweekly basis
2.  Long Term Incentive (LTI)
          Final payment from the 1997-1999 LTI plan
          Participant in the 2000-2002 LTI plan at a target of 60%, payment 2003
          Participant in the 2001-2003 LTI plan at a target of 60%, payment 2004
          Participant in the 2002-2004 LTI plan at a target of 60%, payment 2005
3.  Stock Options  You will be eligible to receive a grant from the Phoenix Companies, Inc Stock
    Incentive Plan similar to other participants at your level.
4.  An Annual Incentive plan based on predefined goals identified in Exhibit I.

This document is intended to define the Annual Incentive Plan component.

Eligibility
This annual incentive plan is exclusively for Simon Tan.

Performance Period
January, 2002 to December 31, 2002

Annual Incentive Plan
   ROE for Life and Annuity as defined in Exhibit I will constitute 50% of the incentive based on 2002
    results.
   25% of the incentive component will be measured as follows:
         Phoenix Life sales goals will constitute 10 % based on 2002 Life Sales results.
         Phoenix Annuity sales goals will constitute 10 % based on 2002 Annuity results.
         PFG Life and Annuity sales goals will constitute 5% based on 2002 Life & Annuity results.
   25% will be based on expense management with the goal to reduce the company's planned controllable
    expenses.
   Actual payment will occur in first quarter 2003.

Benefits
Pension SERP benefits will include the annual incentive payment as defined in this program document as eligible
earnings. All other benefits will use base salary as eligible earnings.

Termination
In order to receive any payments under this plan you must be an active employee in good standing on the annual
incentive payment date.

Death and Disability
If your employment ends as a result of death, disability or retirement, you will receive your annual incentive
as follows: your annual incentive will be calculated by prorating the percentage of target earned according to
the number of months that you were actively at work. If you leave in the middle of the month, you will receive
full credit for that month of service. Any such annual incentive payments will be paid in the first quarter of
the subsequent year.

Right to Amend Plan
The company specifically reserves the right to change or terminate the program at any time. No adverse changes
will be made retroactively, but will apply subsequently. No incentive payment is deemed to be earned until paid
by the company.

Amendments to Plan Due to Organizational Changes
This Incentive Plan may be amended, if necessary, to reflect changes in your organizational roles and

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