X0303 4 2009-05-21 0001129633 PHOENIX COMPANIES INC/DE PNX 0001255543 WEHR JAMES D ONE AMERICAN ROW HARTFORD CT 06102-5056 1 1 President & CEO Common 2009-05-21 4 P 0 3900 1.99 A 18011.361 D Common 2009-05-21 4 P 0 1900 1.9987 A 19911.361 D Common 57122.966 I By 401(k) Restricted Stock Units (021308) Common 17393.617 17393.617 D Restricted Stock Units (030508) Common 3404.511 3404.511 D Restricted Stock Units (051509) Common 215000 215000 D Stock Option (Right to Buy) 1.85 Common 250000 250000 D Stock Option (Right to Buy) 13.9824 2012-06-25 Common 17393 17393 D Stock Option (Right to Buy) 7.5954 2013-06-05 Common 11595 11595 D Stock Option (Right to Buy) 10.5645 2014-01-02 Common 34787 34787 D Stock Option (Right to Buy) 11.1428 2015-02-03 Common 34786 34786 D Stock Option (Right to Buy) 9.8395 2018-02-13 Common 43484 43484 D This transaction was undertaken in accordance with a Rule 10b5-1 Plan previously adopted by the Reporting Person. Represents the Reporting Person's pro rata portion of the stock held in the PNX Common Stock Fund as of the date of the event requiring statement pursuant to the Phoenix Savings and Investment Plan. This information is based on information provided by the Plan Trustee as of that date The Restricted Stock Units ("RSUs") represent a portion of the Reporting Person's 2008 long-term incentive award, and each RSU represents one share of stock. The RSUs vest on the earlier of (a) February 13, 2011 or (b) a change of control and a termination of the Reporting Person's employment other than for cause. In the event the RSUs vest, the underlying shares of stock will immediately become deliverable, without consideration. Thereafter, the terms of the Reporting Person's employment will require the Reporting Person to retain a fixed percentage of the shares in accordance with the ownership levels applicable to the Reporting Person under the Company's stock ownership and retention guidelines. Additionally, pro rata vesting would apply in the event of involuntary termination other than for cause or termination due to death, disability or approved retirement. The Restricted Stock Units ("RSUs") represent the unvested portion of the Reporting Person's 2007 annual incentive award, and each RSU represents one share of stock. The RSUs vest on the earlier of (a) two approximately equal installments on March 5, 2009 and March 5, 2010, respectively or (b) (1) a change in control and (2) a termination of the Reporting Person's employment by the Reporting Person for good reason or by the Company other than for cause. In the event the RSUs vest, the underlying shares of stock will immediately become deliverable, without consideration. Thereafter, the terms of the Reporting Person's employment will require the Reporting Person to retain a fixed percentage of the shares in accordance with the ownership levels applicable under the Company's stock ownership and retention guidelines. Additionally, pro rata vesting would apply in the event of involuntary termination other than for cause or termination due to death, disability or approved retirement. Pursuant to Mr. Wehr's employment, he received the Restricted Stock Units ("RSUs"), each representing one share of stock. The RSUs are subject to a performance requirement that the Company's stock close above $5.00 per share for any 20 consecutive trading days within three years following the grant date. In such event, the vesting schedule is: (1) one-third upon the later of the second anniversary of the grant date and achievement of the performance requirement; and (2) two-thirds upon the later of the third anniversary of the grant date and the achievement of the performance requirement. If the RSUs vest, the underlying shares of stock will immediately become deliverable. Mr. Wehr will then be required to retain a percentage of the shares in accordance with Company ownership guidelines. Other vesting terms may apply for a change of control and termination, involuntary termination other than for cause, or termination due to death, disability or approved retirement. Pursuant to Mr. Wehr's employment, he received the reported options, subject to a performance requirement that the Company's stock close above $5.00 per share for any 20 consecutive trading days within five years following the grant date. In such event, the vesting schedule is: (1) one-third upon the later of the second anniversary of the grant date and achievement of the performance requirement; and (2) two-thirds upon the later of the third anniversary of the grant date and the achievement of the performance requirement. Other vesting terms may apply for a change of control and termination, or termination due to death, disability or approved retirement. The options vested in approximately three equal installments on each of the first three anniversaries of the grant. The options vest in approximately three equal installments on each of the first three anniversaries of the grant. /s/ John H. Beers, Attorney-in-Fact 2009-05-22