PHOENIX COMPANIES INC Contracts & Agreements

FOURTH AMENDMENT TO THE PHOENIX COMPANIES, INC. STOCK INCENTIVE PLAN As Amended and Restated Effective January 1, 2009 (Filed With SEC on March 15, 2016)

FIRST AMENDMENT TO THE PHOENIX COMPANIES, INC. DIRECTORS STOCK PLAN As Amended and Restated Effective January 1, 2009 (Filed With SEC on March 15, 2016)

THIRD AMENDMENT TO THE PHOENIX COMPANIES, INC. NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN As Amended and Restated Effective January 1, 2009 (Filed With SEC on March 15, 2016)

THIRD AMENDMENT TO THE PHOENIX COMPANIES, INC. NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN B As Amended and Restated Effective January 1, 2009 (Filed With SEC on March 15, 2016)

SECOND AMENDMENT TO THE PHOENIX COMPANIES, INC. 2003 RESTRICTED STOCK, RESTRICTED STOCK UNIT AND LONG-TERM INCENTIVE PLAN As Amended and Restated Effective January 1, 2009 (Filed With SEC on March 15, 2016)

SECOND AMENDMENT TO THE PHOENIX COMPANIES, INC. EXECUTIVE SEVERANCE ALLOWANCE PLAN As Amended and Restated Effective September 1, 2009 (Filed With SEC on March 15, 2016)

SECOND AMENDMENT TO THE PHOENIX COMPANIES, INC. EQUITY DEFERRAL PLAN As Amended and Restated Effective January 1, 2009 (Filed With SEC on March 15, 2016)

FIRST AMENDMENT TO THE PHOENIX COMPANIES, INC. DIRECTORS EQUITY DEFERRAL PLAN As Amended and Restated Effective January 1, 2009 (Filed With SEC on March 15, 2016)

FIRST AMENDMENT TO THE PHOENIX COMPANIES, INC. DIRECTORS CASH DEFERRAL PLAN As Amended and Restated Effective January 1, 2009 (Filed With SEC on March 15, 2016)

FourthSupplemental Indenture (Filed With SEC on March 9, 2016)

Fifth Amendment to The Phoenix Companies, Inc. Non-Qualified Excess Investment Plan, As Amended and Restated Effective January 1, 2009 (Filed With SEC on December 11, 2015)

Agreement and Plan of Merger, dated as of September 28, 2015, among Nassau Reinsurance Group Holdings, L.P., Davero Merger Sub Corp. and The Phoenix Companies, Inc (Filed With SEC on September 30, 2015)

Severance Agreement and Release, dated July 2, 2015, between The Phoenix Companies, Inc. and Peter A. Hofmann (Filed With SEC on July 6, 2015)

Consulting Services Agreement, dated July 2, 2015, between The Phoenix Companies, Inc. and Peter A. Hofmann (Filed With SEC on July 6, 2015)

STIPULATION OF SETTLEMENT PageI.INTRODUCTION1A.The Actions and Underlying Allegations1B.The Background of the Settlement1II.DEFINITIONS AND CONSTRUCTION2III.SETTLEMENT... (Filed With SEC on June 3, 2015)

Amount (Filed With SEC on July 18, 2014)

Target Payout Date (Filed With SEC on April 4, 2014)

THIRD AMENDMENT TO THE PHOENIX COMPANIES, INC. STOCK INCENTIVE PLAN As Amended and Restated Effective January 1, 2009 (Filed With SEC on April 1, 2014)

SECOND AMENDMENT TO THE PHOENIX COMPANIES, INC. NON-QUALIFIED EXCESS INVESTMENT PLAN As Amended and Restated Effective September 1, 2009 (Filed With SEC on April 1, 2014)

FOURTH AMENDMENT TO THE PHOENIX COMPANIES, INC. NON-QUALIFIED EXCESS INVESTMENT PLAN As Amended and Restated Effective September 1, 2009 (Filed With SEC on April 1, 2014)

SECOND AMENDMENT TO THE PHOENIX COMPANIES, INC. NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN As Amended and Restated Effective January 1, 2009 (Filed With SEC on April 1, 2014)

SECOND AMENDMENT TO THE PHOENIX COMPANIES, INC. NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN B As Amended and Restated Effective January 1, 2009 (Filed With SEC on April 1, 2014)

FIRST AMENDMENT TO THE PHOENIX COMPANIES, INC. 2003 RESTRICTED STOCK, RESTRICTED STOCK UNIT AND LONG-TERM INCENTIVE PLAN As Amended and Restated Effective January 1, 2009 (Filed With SEC on April 1, 2014)

FIRST AMENDMENT TO THE PHOENIX COMPANIES, INC. EXECUTIVE SEVERANCE ALLOWANCE PLAN As Amended and Restated Effective September 1, 2009 (Filed With SEC on April 1, 2014)

FIRST AMENDMENT TO THE PHOENIX COMPANIES, INC. ANNUAL INCENTIVE PLAN FOR EXECUTIVE OFFICERS As Amended and Restated Effective January 1, 2009 (Filed With SEC on April 1, 2014)

FIRST AMENDMENT TO THE PHOENIX COMPANIES, INC. EQUITY DEFERRAL PLAN As Amended and Restated Effective January 1, 2009 (Filed With SEC on April 1, 2014)

LIST OF THE PHOENIX COMPANIES, INC. SUBSIDIARIES (Filed With SEC on April 1, 2014)

Third Supplemental Indenture (Filed With SEC on February 21, 2014)

CHANGE IN CONTROL AGREEMENT (Filed With SEC on December 13, 2013)

Second Supplemental Indenture (Filed With SEC on May 24, 2013)

First Supplemental Indenture (Filed With SEC on January 18, 2013)

Second Amendment to The Phoenix Companies, Inc. Stock Incentive Plan, As Amended and Restated Effective January 1, 2009 (Filed With SEC on May 7, 2012)

Third Amendment to The Phoenix Companies, Inc. Non-Qualified Excess Investment Plan, As Amended and Restated Effective January 1, 2009 (Filed With SEC on March 12, 2012)

CHANGE IN CONTROL AGREEMENT (Filed With SEC on December 7, 2011)

First Amendment to The Phoenix Companies, Inc. Excess Benefit Plan, as amended and restated (Filed With SEC on May 10, 2010)

First Amendment to The Phoenix Companies, Inc. Non-Qualified Excess Investment Plan amended and restated as of September 1, 2009 (Filed With SEC on May 10, 2010)

First Amendment to The Phoenix Companies, Inc. Nonqualified Supplemental Executive Retirement Plan, as amended and restated (Filed With SEC on May 10, 2010)

First Amendment to The Phoenix Companies, Inc. Nonqualified Supplemental Executive Retirement Plan B, as amended and restated (Filed With SEC on May 10, 2010)

First Amendment to The Phoenix Companies, Inc. Non-Qualified Deferred Compensation Plan (Filed With SEC on November 6, 2009)

The Phoenix Companies, Inc. Non-Qualified Excess Investment Plan amended and restated as of September 1, 2009 (Filed With SEC on November 6, 2009)

CHANGE IN CONTROL AGREEMENT (Filed With SEC on October 30, 2009)

Amendment to Tax Separation Agreement by and between The Phoenix Companies, Inc. and Virtus Investment Partners, Inc. dated as of April 8, 2009 (Filed With SEC on May 8, 2009)

THE PHOENIX COMPANIES, INC. RESTRICTED STOCK UNITS AGREEMENT (Filed With SEC on May 4, 2009)

THE PHOENIX COMPANIES, INC NON-QUALIFIED STOCK OPTION AGREEMENT (Filed With SEC on May 4, 2009)

20xx - 20xx LONG-TERM INCENTIVE CYCLE PERFORMANCE-BASED GRANT (Filed With SEC on April 24, 2009)

CONSULTING SERVICES AGREEMENT (Filed With SEC on March 23, 2009)

First Amendment to The Phoenix Companies, Inc. Stock Incentive Plan, as amended and restated (Filed With SEC on March 5, 2009)

The Phoenix Companies, Inc. Nonqualified Supplemental Executive Retirement Plan, as amended and restated (Filed With SEC on March 5, 2009)

The Phoenix Companies, Inc. Nonqualified Supplemental Executive Retirement Plan B, as amended and restated (Filed With SEC on March 5, 2009)

Second Amended and Restated Employment Agreement dated May 6, 2008 between The Phoenix Companies, Inc. and Dona D. Young (Filed With SEC on March 5, 2009)

Amended and Restated Employment Continuation Agreement effective January 1, 2008, between The Phoenix Companies, Inc. and Dona D. Young (Filed With SEC on March 5, 2009)

Amended and Restated Technology ServicesAgreement by and among Phoenix Life Insurance Company and Electronic Data Systems, LLC (Filed With SEC on January 6, 2009)

SEPARATION AGREEMENT, PLAN OF REORGANIZATION AND DISTRIBUTION by and between (Filed With SEC on December 23, 2008)

TRANSITION SERVICES AGREEMENT (Filed With SEC on December 23, 2008)

TAX SEPARATION AGREEMENT (Filed With SEC on December 23, 2008)

EMPLOYEE MATTERS AGREEMENT (Filed With SEC on December 23, 2008)

First Amendment to First Amended and Restated Credit Agreement, dated as of November 7, 2008, by and among The Phoenix Companies, Inc. and Phoenix Life Insurance Company as... (Filed With SEC on November 10, 2008)

BY AND AMONG PHOENIX INVESTMENT MANAGEMENT COMPANY, VIRTUS HOLDINGS, INC., HARRIS BANKCORP, INC. (Filed With SEC on November 5, 2008)

THEPHOENIX COMPANIES, INC. STOCKINCENTIVE PLAN Asamended and restated as of January 1, 2009 THEPHOENIX COMPANIES, INC. STOCKINCENTIVE PLAN ARTICLEI. PURPOSE (Filed With SEC on May 8, 2008)

Asamended and restated as of January 1, 2009 THEPHOENIX COMPANIES, INC. DIRECTORS STOCK PLAN ARTICLEI. PURPOSE (Filed With SEC on May 8, 2008)

Asamended and restated effective January, 1, 2009 (Filed With SEC on May 8, 2008)

Asamended and restated effective as of January 1, 2009 (Filed With SEC on May 8, 2008)

Asamended and restated to be effective as of January 1, 2009 (Filed With SEC on May 8, 2008)

THEPHOENIX COMPANIES, INC. 2003RESTRICTED STOCK, RESTRICTED STOCK UNIT AND LONG-TERM INCENTIVE PLAN Asamended and restated effective as of January 1, 2009 (Filed With SEC on May 8, 2008)

THEPHOENIX COMPANIES, INC. EXECUTIVE SEVERANCE ALLOWANCE PLAN Asamended and restated effective as of January 1, 2009 1 ARTICLE 1 - PURPOSE; AMENDMENT AND RESTATEMENT (Filed With SEC on May 8, 2008)

THEPHOENIX COMPANIES, INC. ANNUAL INCENTIVE PLAN FOR EXECUTIVE OFFICERS Asamended and restated effective as of January 1, 2009 (Filed With SEC on May 8, 2008)

THE PHOENIX COMPANIES, INC. EQUITY DEFERRAL PLAN (Filed With SEC on May 8, 2008)

PURPOSE AND EFFECTIVE DATE (Filed With SEC on May 8, 2008)

Effective as of January 1, 2009 (Filed With SEC on May 8, 2008)

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on May 8, 2008)

AGREEMENT (Filed With SEC on April 16, 2008)

FIRST AMENDED AND RESTATED (Filed With SEC on April 7, 2008)

SECOND AMENDMENT TO THE PHOENIX COMPANIES, INC. EXECUTIVE SEVERANCE ALLOWANCE PLAN Amended Effective as of January 1, 2008 (Filed With SEC on November 1, 2007)

CHANGE IN CONTROL AGREEMENT (Filed With SEC on November 1, 2007)

Board Compensation Schedule to be effective January 1, 2008 (Filed With SEC on November 1, 2007)

[NAME] INDIVIDUAL PERFORMANCE-BASED INCENTIVE GRANT 20xx-20xx (Filed With SEC on May 9, 2007)

20xx-20xx LONG-TERM INCENTIVE CYCLE PERFORMANCE-BASED GRANT (Filed With SEC on May 9, 2007)

THEPHOENIX COMPANIES, INC. RESTRICTED STOCK UNITS AGREEMENT (Filed With SEC on March 1, 2007)

[NAME] INDIVIDUAL PERFORMANCE-BASED INCENTIVE GRANT 20xx-20xx (Filed With SEC on February 28, 2007)

THE PHOENIX COMPANIES, INC. NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Filed With SEC on February 1, 2007)

THE PHOENIX COMPANIES, INC. NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN B (Filed With SEC on February 1, 2007)

SECOND AMENDMENT TO THE PHOENIX COMPANIES, INC. NON-QUALIFIED DEFERRED COMPENSATION AND EXCESS INVESTMENT PLAN (Filed With SEC on February 1, 2007)

EX-10.24: FORM OF TRANSITION INCENTIVE PLAN AWARD (Filed With SEC on March 2, 2006)

EX-10.36: RESTRICTED STOCK UNITS AGREEMENT (Filed With SEC on March 2, 2006)

FIRST AMENDMENT TO THE THE PHOENIX COMPANIES, INC. EXECUTIVESEVERANCE ALLOWANCE PLAN Effective as of January 1, 2005 (Filed With SEC on November 7, 2005)

AMENDED AND RESTATED PURCHASE AGREEMENT (Filed With SEC on November 7, 2005)

Proposed Board Compensation Schedule to be effective January 1, 2006 (Filed With SEC on November 7, 2005)

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PHOENIX COMPANIES INC Contracts & Agreements