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.





{PAGE}



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

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC