EX-2.1 2 y44223ex2-1.txt PLAN OF REORGANIZATION 1 EXHIBIT 2.1 PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY PLAN OF REORGANIZATION UNDER SECTION 7312 OF THE NEW YORK INSURANCE LAW As Adopted on December 18, 2000 (and as subsequently amended and restated as of January 26, 2001) by the Board of Directors 2 TABLE OF CONTENTS
PAGE ARTICLE I PURPOSE OF REORGANIZATION .................................................... 3 ARTICLE II DEFINITIONS .................................................................. 4 ARTICLE III FORM OF REORGANIZATION ....................................................... 10 3.1 Method of Reorganization ..................................................... 10 3.2 Basis for Choice of Method ................................................... 11 ARTICLE IV PROPOSED CHARTER OF THE COMPANY .............................................. 11 ARTICLE V MANNER AND BASIS OF REORGANIZATION ........................................... 11 5.1 Subsidiary of Holding Company, Certificate of Incorporation and By-Laws ...... 11 5.2 Effectiveness of Plan ........................................................ 12 5.3 Continuation of Corporate Existence; Company Name ............................ 16 5.4 Notice of Hearing ............................................................ 16 5.5 Notice of Vote ............................................................... 17 5.6 Policyholder Vote ............................................................ 17 5.7 Tax Considerations ........................................................... 18 5.8 Other Opinions ............................................................... 20 ARTICLE VI POLICY OWNERSHIP AND IN FORCE DATES .......................................... 20 6.1 Determination of Ownership ................................................... 20 6.2 In Force Dates ............................................................... 22 6.3 Certain Group Policies and Contracts ......................................... 23 ARTICLE VII ALLOCATION AND PAYMENT OF CONSIDERATION ...................................... 25 7.1 Allocation of Allocable Common Shares ........................................ 25 7.2 Allocation of Aggregate Variable Component ................................... 25 7.3 Payment of Consideration ..................................................... 26 7.4 ERISA Plans .................................................................. 29 ARTICLE VIII METHOD OF OPERATION FOR DIVIDEND-PAYING BUSINESS ............................. 29 8.1 Establishment of the Closed Block ............................................ 29 8.2 Operation of the Closed Block ................................................ 30
i 3 8.3 Guaranteed Benefits .......................................................... 36 8.4 Other Participating Policies ................................................. 37 ARTICLE IX PLAN OF OPERATION; NEW PARTICIPATING BUSINESS ................................ 38 9.1 Plan of Operation ............................................................ 38 9.2 New Participating Business ................................................... 38 ARTICLE X ADDITIONAL PROVISIONS ........................................................ 38 10.1 Acquisition of Securities by Certain Officers, Directors and Employees ....... 38 10.2 Adjustment of Share Numbers .................................................. 39 10.3 Notices ...................................................................... 40 10.4 Amendment or Withdrawal of Plan .............................................. 40 10.5 Costs and Expenses ........................................................... 40 10.6 Governing Law ................................................................ 40 10.7 Corrections .................................................................. 40 10.8 Compliance ................................................................... 40
EXHIBITS A. Closed Block Memorandum B. Closed Block Business C. Closed Block Assets D. Actuarial Contribution Memorandum E. Amended and Restated Charter of Phoenix Life Insurance Company F. Amended and Restated Certificate of Incorporation of The Phoenix Companies, Inc. G. Bylaws of The Phoenix Companies, Inc. H. Amended and Restated Bylaws of Phoenix Life Insurance Company I. The Phoenix Companies, Inc. Directors Stock Plan J The Phoenix Companies, Inc. Stock Incentive Plan K. Plan of Operation of Phoenix Life Insurance Company L. Features of Other Capital Raising Transaction Securities M. Participating Policies Not Included in the Closed Block N. Other Stock-Based Plans
ii 4 PLAN OF REORGANIZATION OF PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY UNDER SECTION 7312 OF THE NEW YORK INSURANCE LAW This plan of reorganization provides for the conversion of Phoenix Home Life Mutual Insurance Company from a mutual life insurance company into a stock life insurance company organized under the laws of the State of New York (such entity, both before and after the Reorganization, being referred to as the "Company"). As required by Section 7312(e)(1) of the New York Insurance Law, the Board of Directors of the Company adopted this Plan at a meeting held on December 18, 2000. The Board of Directors subsequently adopted this amended and restated Plan. Capitalized terms used in this Plan are defined in Article II. ARTICLE I PURPOSE OF REORGANIZATION The main purpose of the conversion, which is referred to as a reorganization under the New York Insurance Law, is to demutualize the Company so that, as a stock life insurance subsidiary of the Holding Company, it can increase its potential for long-term growth and financial strength. A public structure would best enable the Company to accelerate its wealth management strategy and to grow its existing business and develop new business opportunities in the insurance and financial services industries. The Board believes that, by becoming a stock life insurance company, the Company will be able to raise money more efficiently and have greater flexibility to acquire other companies using its own stock as acquisition currency. This would enable the Company to increase its market leadership, financial strength and strategic position, providing additional security to its policyholders. Additionally, broader access to capital markets will enable the Company to invest in new technology, improved customer service, new products and channels of distribution. The Board also believes that the Reorganization will enable the Company to enhance its position as a premier provider of wealth management products and solutions, distributed through a wide variety of financial advisors and financial institutions, and to serve the wealth accumulation, preservation and transfer needs of the high net worth and affluent markets. The Company will also obtain more financial flexibility with which to maintain its ratings and financial stability and be able to better attract, retain and provide incentives to management in a fashion consistent with other stock life insurance companies. As a mutual life insurer, the Company can increase its 3 5 capital only through retained surplus contributed by its businesses or through the sale of surplus notes or similar instruments issued by it. Neither source is fully adequate to generate substantial surplus accumulations or to provide permanent capital to the Company. As a result of the Reorganization, the Company will become a stock life insurer that is a subsidiary of The Phoenix Companies, Inc., a newly-formed publicly-traded company. Through the creation of this holding company, the Reorganization will make it easier for the Company and its affiliates to benefit from changes in laws relating to affiliations between insurance companies and other types of companies, such as banks. These changes include the Gramm-Leach-Bliley Act of 1999, which permits mergers that combine commercial banks, insurers and securities firms under one holding company. Until the passage of the Gramm-Leach-Bliley Act, legislation had limited the ability of banks to engage in securities-related businesses and had restricted banks from being affiliated with insurance companies. In addition, the Company, as a stock life insurer that is a subsidiary of the Holding Company, will have broader access through the Holding Company to the capital markets, enabling the Company to obtain capital from a variety of sources. The Company will compensate the Eligible Policyholders for their respective Policyholders' Membership Interests, which will be extinguished as part of the Reorganization, by giving them shares of Common Stock, cash or Policy Credits. The economic value of this compensation is not available to the Eligible Policyholders so long as the Company continues its operations as a mutual life insurance company. However, the demutualization will not in any way reduce the benefits, values, guarantees or dividend eligibility of existing Policies or contracts issued by the Company. ARTICLE II DEFINITIONS As used in this Plan, the following terms have the meanings set forth below: "Actuarial Contribution" means the contribution of each Qualifying Policy to the Company's surplus, as calculated according to the principles, assumptions and methodologies set forth in this Plan and the Actuarial Contribution Memorandum. "Actuarial Contribution Memorandum" means the memorandum that sets forth the principles, assumptions and methodologies for the calculation of the Actuarial Contribution of Qualifying Policies. The Actuarial Contribution Memorandum is attached to this Plan as Exhibit D. 4 6 "Adoption Date" means December 18, 2000, the date this Plan was adopted by the Board. "Aggregate Variable Component" means the aggregate variable component of consideration for all Qualifying Policies, as determined pursuant to Section 7.1(b). The Aggregate Variable Component represents the component of consideration attributable to the Actuarial Contribution of those Qualifying Policies. "Allocable Common Shares" means 120 million shares of Common Stock, subject to adjustment pursuant to Section 10.2, representing the total number of shares that will be allocated to Eligible Policyholders in accordance with this Plan and the Actuarial Contribution Memorandum. "Board" means the Board of Directors of the Company. "Certificate," when used in relation to group insurance or annuity Policies, means a certificate that evidences coverage under a group or master Policy and that is issued to the Person covered. "Class Action Settlement" means the Stipulation of Settlement, as amended, settling the consolidated class action lawsuit entitled Michels, et al. v. Phoenix Home Life Mutual Insurance Company, Index No. 5318-95, brought in the Supreme Court of the State of New York, County of Albany, which settlement was approved by such court and became final on February 7, 1997. "Closed Block" means the accounting mechanism established to ensure that the reasonable dividend expectations of policyholders who own Policies that are part of the Closed Block Business are met, as more fully described in Article VIII. "Closed Block Assets" means the Company's assets, as set forth in Exhibit C, that are allocated to the Closed Block as of the Statement Date. "Closed Block Business" means the Policies and all associated riders and benefits included in the Closed Block. These Policies include the classes of Policies listed in Exhibit B, which consist primarily of all of the classes of individual life insurance and annuity Policies for which the Company is either currently paying dividends or will, under the current scale, pay dividends in the future. A Policy will be included in the Closed Block only if it is either (a) In Force on any date from and including the Statement Date until and including the Plan Effective Date or (b) issued after the Plan Effective Date (i) pursuant to a completed application that is received prior to the Plan Effective Date at the Company's administrative office located to 10 Krey Blvd., East Greenbush, New York, together with payment of the full initial premium and (ii) as applied for in accordance with the terms of the application. 5 7 "Closed Block Investment Guidelines" means the provisions governing the Closed Block investment policy, internal transfer of assets, investment management, reporting to the Board or a committee thereof supervising the operations of the Closed Block, and the annual opinion regarding the investment strategy of the Closed Block, all as filed with and approved in advance by the Superintendent. "Closed Block Memorandum" means the memorandum that sets forth the rules governing the establishment and operation of the Closed Block. The Closed Block Memorandum is attached to this Plan as Exhibit A. "Code" means the Internal Revenue Code of 1986, as amended. "Common Stock" means the common stock, par value $.01 per share, of the Holding Company. "Company" has the meaning set forth in the introductory paragraph to this Plan. "Company Affiliate" means an individual, partnership, association, corporation, joint-stock company, limited liability company, joint venture, trust, any similar entity or any combination of the foregoing acting in concert (directly or indirectly) controlling, controlled by, or under common control with the Company or the Holding Company within the meaning of Section 1501 of the New York Insurance Law (as it may from time to time be amended). "Effective Time" means 12:01 a.m., New York time, on the Plan Effective Date. This is the time that the Plan is deemed to have become effective. "Eligible Investments" means the investments that are permitted pursuant to Section 8.2(b) to be made by the Closed Block after the Statement Date. "Eligible Policyholder" means a Person who is, or, collectively, the Persons who are, the Owner on the Adoption Date of a Policy that is In Force on such date. The Company and any subsidiary of the Company shall not be Eligible Policyholders with respect to any Policy that entitles the policyholder to receive consideration, unless the consideration is to be utilized in whole or part for a plan or program funded by that Policy for the benefit of participants or employees who have coverage under that plan or program. The Company may deem a person to be an Eligible Policyholder in order to correct any immaterial administrative errors and oversights. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. 6 8 "Federal Income Tax Law" means the Code, Treasury Regulations issued thereunder, administrative interpretations thereof and judicial interpretations with respect thereto. "Fixed Component" means the fixed component of consideration, equal to 37 shares of Common Stock (subject to proportional adjustment as provided in Section 10.2), to be paid to each Eligible Policyholder. "Holding Company" means The Phoenix Companies, Inc., a Delaware corporation, which is the company organized to become the holding company of the Company on the Plan Effective Date. "In Force," as used to describe a Policy, means a Policy that is deemed to be in effect based on the Company's records, as determined in accordance with Section 6.2. "IPO" means the initial public offering of Common Stock. "IPO Stock Price" means the price per share at which Common Stock is sold to the public in the IPO. "Issue Date" means, with respect to any Policy, the date specified in the Policy as the date of issue of the Policy. "Other Capital Raising Transaction" means one or more of the following: (a) a public offering of preferred securities; (b) a public offering of mandatorily convertible debt or preferred securities; (c) a public offering of convertible debt or preferred securities; (d) a public offering of debt securities, commercial paper issuances or bank borrowings; and (e) a private placement of Common Stock or other securities of the type described in the preceding clauses (a) through (d), to one or more institutional investors, in each case which is completed by the Holding Company on the Plan Effective Date, provided that no such securities shall be issued to an affiliate of the Holding Company. The securities offered in any such Other Capital Raising Transaction shall have features substantially similar to those described on Exhibit L. 7 9 "Owner" means, with respect to any Policy, the Person or Persons specified as owner or determined pursuant to Section 6.1 or 6.3 to be the owner of the Policy for the purposes of the Reorganization. "Participating Policy" means a Policy that: (a) provides for the right to participate in the divisible surplus of the Company if and to the extent that dividends are apportioned on the Policy; (b) does not by its terms provide that it is non-participating; or (c) is a supplementary contract, unless the supplementary contract provides by its terms that it is non-participating. "Person" means an individual, corporation, limited liability company, joint venture, partnership, association, trust, trustee, unincorporated entity, organization, government (including its departments or agencies) or any similar entity. A Person who is the Owner of a Policy in more than one legal capacity (for instance, a trustee under separate trusts) is deemed to be a separate Person in each such capacity. "Phoenix ERISA Plans" means those employee benefit plans maintained by the Company or its subsidiaries that are subject to ERISA. "Plan" means this Plan of Reorganization, including all Exhibits to this Plan, as it may be amended from time to time in accordance with Section 10.4. "Plan Effective Date" means the effective date of this Plan, when, among other things, the Company will become a stock life insurance company and a wholly-owned subsidiary of the Holding Company. The Plan Effective Date will be determined pursuant to Section 5.2(b). "Policy" means: (a) a life insurance policy (including, but not limited to, a pure endowment contract), annuity contract or accident and health insurance policy authorized under paragraph (1), (2) or (3) of Section 1113(a) of the New York Insurance Law that has been issued, or assumed by merger or assumption reinsurance, by the Company; (b) each Certificate issued by the Company in connection with certain group policies or contracts, as described in Sections 6.3(b), 6.3(d) and 6.3(e); and (c) each other interest referred to in Section 6.3. 8 10 Each of the Certificates and other interests referred to in clauses (b) and (c) is deemed to be a Policy for purposes of this Plan pursuant to Section 6.3. "Policy Credit" means (a) for an individual or joint participating whole life insurance Policy, the crediting of paid-up additions which will increase the cash value and death benefit of the Policy; (b) for supplementary contracts issued under optional modes of settlement or annuities in the course of installment payment without a defined account value and that provide for the payment of additional interest, the crediting of an additional amount in the form of additional interest; (c) for supplementary contracts issued under optional modes of settlement or annuities in the course of installment payment without a defined account value not providing for the payment of additional interest, an increase in the installment payment amount; and (d) for all other individual or joint life Policies and annuities, (i) if the Policy or contract has a defined account value, an increase in the account value, to which the Company will apply no sales, surrender or similar charges, or that will be further increased in value to offset any of these charges, or (ii) if the Policy or contract does not have a defined account value, the crediting of dividends under the Policy or contract. "Policyholders' Membership Interests" means all policyholders' rights as members arising prior to the Reorganization under the charter of the Company or otherwise by law. These include the right to vote and to participate in any distribution of surplus in the event that the Company is liquidated. The term "Policyholders' Membership Interests" does not include rights expressly conferred upon the policyholders by their policies or contracts (other than any right to vote), such as the right to any declared policy dividends. All Policyholders' Membership Interests will be extinguished on the Plan Effective Date. "Qualifying Policy" means a Participating Policy that is In Force on the Adoption Date and that is owned by an Eligible Policyholder on the Adoption Date. "Reorganization" means the conversion of the Company from a mutual life insurance company to a stock life insurance company under Section 7312. "SEC" means the United States Securities and Exchange Commission. "Section 7312" means Section 7312 of the New York Insurance Law, as amended. "Securities Act" means the Securities Act of 1933, as amended. "State" means any state, territory or insular possession of the United States of America and the District of Columbia. "Statement Date" means December 31, 1999. 9 11 "Superintendent" means the Superintendent of Insurance of the State of New York, or any governmental officer, body or authority that succeeds the Superintendent as the primary regulator of the Company's insurance business under applicable law. "Total Capital Raised" means the total gross proceeds raised in the IPO and in Other Capital Raising Transactions at the time of the IPO. "Variable Equity Share" of an Eligible Policyholder means the proportion of the Aggregate Variable Component that is allocated to that Eligible Policyholder, as more fully described in Section 7.2(a)(i). ARTICLE III FORM OF REORGANIZATION 3.1 Method of Reorganization. This Plan provides that: (a) the Policyholders' Membership Interests will be extinguished, and the Eligible Policyholders will receive in return consideration in the form of shares of Common Stock, cash or Policy Credits, in each case in proportion to the Eligible Policyholders' respective allocations of Allocable Common Shares; (b) the Closed Block Business shall consist primarily of participating business and shall be operated by the Company as a closed block, which closed block, insofar as policyholder dividend purposes are concerned, shall be operated by the Company for the exclusive benefit of the Policies included therein; (c) all Participating Policies will continue to be Participating Policies in accordance with their terms; (d) the Holding Company will conduct the IPO and encourage and assist in the establishment of a public market for shares of Common Stock in conjunction with the IPO; (e) subject to the provisions hereof, the Holding Company may conduct one or more Other Capital Raising Transactions; (f) certain Eligible Policyholders who receive shares of Common Stock will have an opportunity, pursuant to Section 7.3(h), to purchase or sell such shares at market values without brokerage commissions or similar expenses; and 10 12 (g) subject to the provisions hereof, the Company may transfer the capital stock of certain of its subsidiaries to the Holding Company in exchange for cash as set forth in Section 5.2(h). 3.2 Basis for Choice of Method. The Reorganization will take place under method 4, as described in Section 7312(d)(4). The Board has determined that this is the most appropriate method of reorganization under Section 7312(d) for the Company to achieve the purposes of the Reorganization described in Article I. In making this determination, the Board considered, among other things, that: (a) the method described in Section 7312(d)(3) is available only to insurers having less than $50 million of surplus; (b) the method described in Section 7312(d)(2) does not provide for Eligible Policyholders to receive consideration in the form and manner provided in this Plan; and (c) the method described in Section 7312(d)(1) does not clearly provide for raising permanent equity capital in a manner provided in this Plan. The Board has also determined that the flexibility of method 4 allows the Company to design a plan of reorganization that is best suited to providing the Company's policyholders with a fair and equitable result. ARTICLE IV PROPOSED CHARTER OF THE COMPANY The form of the Company's amended and restated charter as proposed to be in effect at the Effective Time is set forth in Exhibit E. ARTICLE V MANNER AND BASIS OF REORGANIZATION 5.1 Subsidiary of Holding Company, Certificate of Incorporation and By-Laws. On the Adoption Date, the Holding Company is a wholly-owned subsidiary of the Company. On or prior to the Plan Effective Date, the certificate of incorporation of the Holding Company shall be amended and restated so that at the Effective Time: (a) the certificate of incorporation shall be in the form of Exhibit F and shall, among other 11 13 things, authorize issuance of at least the number of shares of Common Stock that is sufficient to meet the requirements of this Plan and the number of shares of preferred stock, if any, to be issued in any Other Capital Raising Transaction; and (b) the by-laws of the Holding Company shall be in the form of Exhibit G. At the Effective Time, the Company shall become a wholly-owned subsidiary of the Holding Company as a result of the transactions described in Section 5.2. 5.2 Effectiveness of Plan. (a) After the Eligible Policyholders and the Superintendent have approved this Plan pursuant to Section 7312, the Company shall file a copy of this Plan, endorsed with the Superintendent's approval, in the office of the Superintendent. The Company shall also file a copy certified by the Superintendent in the office of the Clerk of Rensselaer County as required by Section 7312(l). The Plan Effective Date shall not occur unless the requirements of this Section 5.2(a) have been met. (b) The Plan Effective Date shall be the date on which the closing of the IPO, and one or more Other Capital Raising Transactions, if any, occurs. The Plan Effective Date shall not be later than the first anniversary of the date this Plan is approved by the Superintendent pursuant to Section 7312(j), provided that such one-year period may be extended upon approval of the Superintendent for one or more additional periods if requested by the Board. This Plan shall be deemed to have become effective at the Effective Time. (c) The Holding Company shall make an initial public offering of its Common Stock in the IPO and may also raise capital through one or more Other Capital Raising Transactions. The gross proceeds raised in all such Other Capital Raising Transactions including amounts from any underwriter's overallotment options shall not in aggregate exceed 20% of the Total Capital Raised. Written notice of the type and approximate amount of Other Capital Raising Transactions, if any, in which the Holding Company proposes to engage will be provided to the Superintendent at least 25 business days prior to the earlier of the distribution of any preliminary prospectus or preliminary offering memorandum, or commencement of the roadshow, relating to any Other Capital Raising Transaction. The Superintendent will review and approve or disapprove of the Holding Company proceeding with that type and approximate amount of Other Capital Raising Transaction within 15 business days of such notice. Thereafter, provided the Superintendent has approved proceeding with that type and approximate amount of Other Capital Raising Transaction, the Holding Company will provide written notice at least 10 business days prior to the earlier of the distribution of any preliminary prospectus or preliminary offering memorandum, or commencement of the roadshow, relating to such Other Capital Raising Transaction, of the approximate amount and the expected range of the offering price, interest or dividend rate, conversion or redemption price and other relevant terms of such Other Capital Raising Transaction. The Holding Company shall 12 14 not proceed with any offering relating to any Other Capital Raising Transaction without the express written approval of the Superintendent. (d) At the Effective Time: (i) the Company shall by operation of Section 7312 become a stock life insurance company; (ii) the Company's charter and by-laws without further act or deed shall be amended and restated as set forth in Exhibits E and H, respectively; and (iii) the Policyholders' Membership Interests shall be extinguished and Eligible Policyholders shall be entitled to receive, in exchange for their Policyholders' Membership Interests, shares of Common Stock, cash or Policy Credits, as provided in this Plan. (e) On the Plan Effective Date: (i) the Company shall issue ten thousand shares of its common stock, par value $1,000 per share, to the Holding Company; (ii) the Company shall surrender to the Holding Company, and the Holding Company shall cancel, all of the remaining shares of capital stock previously issued by the Holding Company to the Company; and (iii) the Holding Company shall complete the closings, and receive the net proceeds, of the sale of shares of Common Stock in the IPO and of any Other Capital Raising Transactions. (f) In connection with the IPO, the Holding Company shall arrange for the listing of the Common Stock on a national securities exchange and shall use its best efforts to maintain the listing for so long as the Holding Company is a publicly traded company. This listing, and the efforts by the Holding Company to maintain this listing, shall satisfy any duty the Company or the Holding Company may have to encourage and assist in the establishment of a public market for shares of Common Stock. Neither the Company nor the Holding Company shall have any obligation to provide a procedure for the disposition of shares of Common Stock, except as expressly stated in this Plan. (g) The Company and the Holding Company shall use their best efforts to ensure that the managing underwriters for the IPO and any Other Capital Raising Transactions conduct the offering processes in a manner that is generally consistent with customary practices for similar offerings. The Company and the Holding Company shall allow the Superintendent and his financial advisors reasonable access to permit them to observe the offering processes. Special pricing committees of the boards of directors of the Company 13 15 and the Holding Company shall determine the price of Common Stock offered in the IPO and of any securities offered in any Other Capital Raising Transaction, which determinations must be ratified by the boards of directors of the Company and the Holding Company on or prior to the Plan Effective Date. A majority of each of these board committees shall consist of directors who are not officers or employees of the Company or the Holding Company or any affiliate, and no employees, officers or directors of or legal counsel to any of the underwriters for the IPO or any Other Capital Raising Transaction shall serve on such committees. Neither the Company nor the Holding Company will enter into an underwriting agreement for the IPO or any Other Capital Raising Transaction if it is notified that the Superintendent has not received confirmation from its financial advisors to the effect that the Company, the Holding Company and the underwriters for the offerings have complied in all material respects with the requirements of this Section 5.2(g). The underwriting agreements and any amendments thereto shall contain terms and provisions that are acceptable to the Superintendent. The Company shall provide the Superintendent with a letter, dated the date of the signing of the underwriting agreements, representing that as of that date it has complied with the foregoing requirements as to the conduct of the IPO and of any Other Capital Raising Transaction and that it will continue to do so. On the Plan Effective Date, the Company will provide the Superintendent with a letter confirming these representations as of that date. The final terms of the IPO and of any Other Capital Raising Transaction shall be subject to the Superintendent's approval. (h) The Company may transfer at fair market value as of the Plan Effective Date to the Holding Company or to a wholly-owned subsidiary of the Holding Company all of the common stock of Phoenix Investment Partners, Ltd., W.S. Griffith, Inc., PHL Associates, Inc., Main Street Management Company and/or Phoenix Charter Oak Trust Company held directly or indirectly by the Company on the Plan Effective Date. The Company may, at its discretion, accomplish any such transfer by transferring all of the common stock of the direct parent company of any such subsidiary, provided that, at the time of transfer, such direct parent company has no assets other than the common stock of one or more of such subsidiaries. The Company shall notify the Superintendent in writing at least fifteen business days prior to the Plan Effective Date of the proposed material terms of any transfer under this Section 5.2(h) including, without limitation, the consideration to be paid therefor and the creation, modification, continuation, redemption or retirement of any interaffiliate indebtedness or other interaffiliate obligations. The final terms of any such transfer shall be subject to the prior approval of the Superintendent. (i) Proceeds of the IPO and any Other Capital Raising Transactions, net of underwriting commissions and related expenses, shall be used in the following order of priority: 14 16 (i) the Holding Company shall contribute to the Company an amount equal to the amount paid by the Company to fund the payment of cash and crediting of Policy Credits pursuant to Section 7.3; (ii) the Holding Company shall contribute to the Company an amount equal to the amount of the fees and expenses incurred by the Company in connection with the Reorganization, including those required by the undertaking delivered by the Company and the Holding Company to the Superintendent in accordance with Section 7312(p); (iii) the Holding Company shall contribute or cause to be contributed to the Company, as consideration for the shares of common stock, if any, of Phoenix Investment Partners, Ltd., W.S. Griffith, Inc., PHL Associates, Inc., Main Street Management Company and/or Phoenix Charter Oak Trust Company transferred by the Company to the Holding Company pursuant to Section 5.2(h) above, an amount equal to the aggregate fair market value of such transferred shares as of the Plan Effective Date; and (iv) the Holding Company shall promptly contribute to the Company any remaining proceeds to be used for general corporate purposes of the Company. The Total Capital Raised, net of underwriting commissions and related expenses, shall be not less than the aggregate amount that the Holding Company is required to pay, or to fund the paying or crediting by the Company of, the amounts set forth in Sections 5.2(i)(i), (i)(ii) and (i)(iii). (j) As soon as reasonably practicable following the Plan Effective Date, but in any event no more than 45 days following the Plan Effective Date, unless the Superintendent approves a later date, the Company shall: (i) credit Policy Credits to the Eligible Policyholders that are required to receive Policy Credits under this Plan; and (ii) pay cash to the Eligible Policyholders that are to receive cash as consideration under this Plan. The Company shall send to each Eligible Policyholder receiving Policy Credits or cash payments (at the time of the notice of crediting of Policy Credits or the payment of cash, as the case may be) a notice of how the amount of such credits and payments was derived from that Eligible Policyholder's allocation of Allocable Common Shares. (k) As soon as reasonably practicable following the Plan Effective Date, but in any event no more than 45 days after the Plan Effective Date, the Holding Company shall issue to each Eligible Policyholder the shares of Common Stock allocated to such 15 17 Eligible Policyholder for which such Eligible Policyholder will not receive consideration from the Company in the form of cash or Policy Credits. Such shares of Common Stock will be issued in book-entry form as uncertificated shares, except that stock certificates will thereafter be issued to any Eligible Policyholder who requests stock certificates representing his or her shares. An appropriate notice shall be sent to each Eligible Policyholder to whom uncertificated shares of Common Stock are issued. The Company shall use its best efforts to enable Eligible Policyholders who are to receive Common Stock under this Plan to sell their shares of Common Stock beginning on the twentieth day after the Plan Effective Date. 5.3 Continuation of Corporate Existence; Company Name. Upon the reorganization of the Company under the terms of this Plan and Section 7312, (a) the Company's corporate existence as a stock life insurance company shall be a continuation of its corporate existence as a mutual life insurance company, and (b) subject to the approval of the Superintendent, the Company's name shall be "Phoenix Life Insurance Company." 5.4 Notice of Hearing. (a) As soon as practicable following the Adoption Date, but in any event not less than 30 days before the Superintendent's public hearing pursuant to Section 7312(i), the Company shall complete the mailing of notice of such hearing by first class mail to all Eligible Policyholders. However, if, after a reasonable effort to locate an Eligible Policyholder, the Company has a reasonable belief that the most recent mailing address of that Eligible Policyholder shown on the records of the Company is an address at which mail to the Eligible Policyholder is undeliverable, then the Company need not mail the notice to that Eligible Policyholder. The notice of hearing shall set forth the date, time, place and purpose of the Superintendent's public hearing. The notice of hearing shall be accompanied or preceded by information about the hearing, including a copy of this Plan and a summary of its Exhibits, a summary of this Plan and any other explanatory information that the Superintendent approves or requires. Beginning on the date that the first notice is mailed pursuant to this Section 5.4(a) and continuing until the Plan Effective Date, the Company shall also make available at its statutory home office located at 10 Krey Blvd., East Greenbush, New York during regular business hours and on its internet web site copies of the notice of hearing, this Plan and its Exhibits, including, but not limited to, the Actuarial Contribution Memorandum and the Closed Block Memorandum, each in its entirety, for inspection by Eligible Policyholders and the general public. (b) The Company shall publish the date, time, place and purpose of the Superintendent's public hearing in three newspapers of general circulation, one in New York County and two in other cities approved by the Superintendent. The newspaper publications shall be made not less than 15 days nor more than 60 days before 16 18 the hearing, and shall be in a form approved by the Superintendent. The notice shall also include an address and telephone number at which any Eligible Policyholder who believes that its current address is not on record with the Company may contact the Company and supply its address. 5.5 Notice of Vote. (a) As soon as practicable following the Adoption Date, but in any event not less than 30 days before the vote by Eligible Policyholders pursuant to Section 7312(k), the Company shall complete the mailing of notice of the vote by first class mail to all Eligible Policyholders. However, if, after a reasonable effort to locate an Eligible Policyholder, the Company has a reasonable belief that the most recent mailing address of that Eligible Policyholder shown on the records of the Company is an address at which mail to that Eligible Policyholder is undeliverable, then the Company need not mail the notice to that Eligible Policyholder. The notice of vote shall set forth the date, time, place and purpose of the vote. The notice may be combined with the notice of the Superintendent's public hearing referred to in Section 5.4 or such other communications as the Superintendent may approve. (b) The notice of vote shall be accompanied or preceded by information about the vote, including a copy of this Plan and a summary of its Exhibits, and any other explanatory information that the Superintendent approves or requires. The notice of vote shall also be accompanied by a form of ballot and, if applicable, a card on which an Eligible Policyholder may indicate a preference to receive cash as consideration under the Plan, if that option is available to that Eligible Policyholder. Beginning on the date that the first notice is mailed pursuant to this Section 5.5(b) and continuing until the Plan Effective Date, the Company shall also make available at its statutory home office located at 10 Krey Blvd., East Greenbush, New York during regular business hours and on its internet web site copies of the notice of vote, this Plan and its Exhibits, including, but not limited to, the Actuarial Contribution Memorandum and the Closed Block Memorandum, each in its entirety, for inspection by Eligible Policyholders and the general public. 5.6 Policyholder Vote. (a) The Company shall hold a vote on the proposal to approve this Plan on the date and at the time and place specified in the notice of vote. If this Plan is approved by at least two-thirds of the votes validly cast, the Company shall promptly submit the appropriate documents and certifications to the Superintendent pursuant to Section 7312(k)(11). 17 19 (b) Each Eligible Policyholder shall be entitled to one vote, in accordance with Section 7312(k), irrespective of the number or amount of Policies owned by the Eligible Policyholder. (c) Eligible Policyholders shall cast their votes pursuant to rules established by the Superintendent. 5.7 Tax Considerations. This Plan shall not become effective unless, on or prior to the Plan Effective Date, the following conditions shall have been met: (a) The Company shall have received a favorable opinion of Debevoise & Plimpton, special counsel to the Company, or other nationally-recognized independent tax counsel to the Company, dated as of the Plan Effective Date, addressed to the Board and in form and substance satisfactory to the Company, substantially to the effect that: (i) Policies issued by the Company prior to the Plan Effective Date will not be deemed newly issued, issued in exchange for existing policies or newly purchased for any material federal income tax purpose as a result of the consummation of this Plan; (ii) With respect to any Policy described in Section 7.3(b), the consummation of this Plan, including the crediting of consideration in the form of Policy Credits to such Policy pursuant to Section 7.3, will not: (A) result in any transaction that constitutes a distribution to the employee or beneficiary of the arrangement under Section 72 or 403(b)(11) of the Code, or a designated distribution that is subject to withholding under Section 3405(e)(1)(A) of the Code; (B) adversely affect the favorable tax status of any such Policy which qualifies as a "tax sheltered annuity" or an "individual retirement annuity" within the meaning of Section 403(b), 408(b) or 408A of the Code or give rise to a prohibited transaction, under Section 4975 of the Code, between the individual retirement annuity and the individual for whose benefit it is established, or his of her beneficiary; (C) result in any transaction that requires the imposition of a penalty for a premature distribution under Section 72(t) of the Code or a penalty for excess contributions to certain qualified retirement plans under Section 4973 or 4979 of the Code; or (D) otherwise adversely affect the tax-favored status accorded such Policies under the Code or result in penalties or any other material 18 20 adverse federal income tax consequences to the holders of such Policies under the Code; (iii) Eligible Policyholders receiving solely Common Stock pursuant to Section 7.3 of this Plan will not recognize income, gain or loss for federal income tax purposes as a result of the consummation of the Plan; (iv) The conversion of the Company from a mutual life insurance company into a stock life insurance company by operation of Section 7312 and pursuant to Section 5.2 of this Plan will qualify as a reorganization within the meaning of Section 368(a) of the Code and the Company will be a party to the Reorganization within the meaning of Section 368(b) of the Code; (v) The Holding Company will not recognize income, gain or loss for federal income tax purposes as a result of (A) its issuance of Common Stock to Eligible Policyholders; (B) its receipt of shares of common stock of the Company; (C) its cancellation, for no consideration, of its Common Stock previously issued to the Company and held by the Company immediately prior to the Effective Date; or (D) its sale of Common Stock in the IPO for cash, each pursuant to Section 5.2 of this Plan; and (vi) The summary of federal income tax consequences contained in the material provided to Eligible Policyholders pursuant to Section 5.4 of the Plan, to the extent it describes matters of law or legal conclusions, is, subject to the limitations and assumptions set forth therein, an accurate summary of the material federal income tax consequences to Eligible Policyholders, the Company and its affiliates of the consummation of this Plan under the Federal Income Tax Law in effect on the date of the commencement of the mailing of such information to Eligible Policyholders and remains accurate under the Federal Income Tax Law in effect as of the Plan Effective Date, except for any developments between the date of such mailing and the Plan Effective Date (A) the principal federal income tax consequences of which are, in the opinion of such counsel, accurately described in all material respects in the information provided to Eligible Policyholders or (B) that the Board has determined are not materially adverse to the interests of Eligible Policyholders; (b) A copy of the opinion described in this Section 5.7 shall be delivered on or prior to the Plan Effective Date to the Superintendent, together with a statement that the Superintendent shall be entitled to rely upon such opinions as though they were addressed to him in connection with his review of the Plan pursuant to Section 7312. 19 21 5.8 Other Opinions. (a) The Company shall have received an opinion of Morgan Stanley & Co., Incorporated, or another nationally-recognized financial advisor, as to the fairness from a financial point of view to the policyholders of the Company who are Eligible Policyholders, taken as a group, of the exchange of the aggregate Policyholders' Membership Interests for shares of Common Stock, cash or Policy Credits in accordance with this Plan, which opinion shall be confirmed as of the Plan Effective Date. (b) The Company shall have received an opinion of Mark A. Davis and Duncan Briggs, a principal and a consulting actuary, respectively, with the firm Tillinghast-Towers Perrin, as to certain actuarial matters relating to the allocation of policyholder consideration under this Plan and to the Closed Block, which opinion shall be confirmed as of the Plan Effective Date. The Superintendent shall be entitled to rely upon such actuarial opinion as though it were addressed to him in connection with his review of this Plan pursuant to Section 7312. (c) Copies of the opinions described in Sections 5.8(a) and (b) that are rendered in writing to the Board on the Adoption Date and thereafter to and including the Plan Effective Date relating to this Plan, the IPO and any Other Capital Raising Transaction shall be delivered on or prior to the Plan Effective Date to the Superintendent. ARTICLE VI POLICY OWNERSHIP AND IN FORCE DATES 6.1 Determination of Ownership. Unless otherwise stated in this Article VI, the Company shall determine the Owner of any Policy as of any date on the basis of its records as of such date in accordance with the following provisions: (a) The Owner of a Policy that is an individual insurance policy or annuity contract (including each Certificate or participation interest deemed to be a Policy pursuant to Section 6.3(b), 6.3(d) or (e)) shall be the Person specified in the Policy as the owner or contract holder unless no owner or contract holder is so specified, in which case: (i) the Owner of a Policy that is an individual policy of life insurance or of accident and health insurance shall be deemed to be the Person insured, if the Policy was issued upon the application of such Person, or the Person who effectuated the Policy, if the Policy was issued on the application of a Person other than the Person insured; and 20 22 (ii) the Owner of a Policy that is an individual annuity or pure endowment contract shall be deemed to be the Person to whom the Policy is payable by its terms, exclusive of any beneficiaries, contingent owners or contingent payees. (b) Except as otherwise provided in Section 6.3, the Owner of a Policy that is a group insurance policy or a group annuity contract shall be the Person or Persons specified in the group or master policy or contract as the policy or contract holder unless no policy or contract holder is so specified, in which case the Owner shall be the Person or Persons to whom or in whose name the group or master policy or contract shall have been issued and held or deemed to have been issued, as shown on the Company's records. (c) Notwithstanding Sections 6.1(a) and (b), the Owner of a Policy that has been assigned to another Person by an assignment of ownership thereof absolute on its face and filed with the Company in accordance with the provisions of the Policy and the Company's rules with respect to the assignment of the Policy in effect at the time of such assignment shall be the assignee of such Policy as shown on the records of the Company. Unless an assignment satisfies the requirements specified for such an assignment in this subsection (c), the determination of the Owner of a Policy shall be made without giving effect to the assignment. (d) In no event may there be more than one Owner of a Policy, although more than one Person may constitute a single Owner. When one Policy has more than one Person specified as the Owner or more than one Person who would be treated as an Owner under this Section 6.1, all of these Persons shall be deemed, collectively, to be the single Owner of the Policy. (e) Except as otherwise set forth in this Article VI, the identity of the Owner of a Policy shall be determined without giving effect to any interest of any other Person in the Policy. (f) Subject to Section 6.1(i), the determination of the identity of the Owner of a Policy, including, but not limited to, such determination in any situation not expressly covered by the foregoing provisions of this Section 6.1, shall be made in good faith by the Company on the basis of its records, and, except for administrative errors, the Company shall not have any obligation to examine or consider any other facts or circumstances. (g) The mailing address of an Owner as of any date for purposes of this Plan shall be the Owner's most recent address as shown on the records of the Company. (h) If the Owner of a Policy as determined under Article VI has died, then the Owner shall be deemed to be the estate or other successor of the Owner. 21 23 (i) Any dispute as to the identity of the Owner of a Policy or the right to vote or receive consideration shall be resolved in accordance with procedures acceptable to the Superintendent and, if applicable, Section 7312(k)(4). 6.2 In Force Dates. (a) Except as otherwise provided in Section 6.3, a Policy shall be deemed to be In Force on any date if (x) as shown on the Company's records on such date, the Issue Date of such Policy is on or prior to that date, and as of that date the required premium, if any, has been received at the Company's administrative office located at 10 Krey Blvd., East Greenbush, New York and (y) the Policy, as shown on the Company's records on that date, has not matured by death or otherwise been surrendered or otherwise terminated. With respect to clause (y), the following special rules shall also apply: (i) a Policy that is a life insurance policy shall be deemed to be In Force after lapse for nonpayment of premiums during any applicable grace period, or other similar period however denominated in such Policy, and, if applicable, for so long as it continues as reduced paid-up insurance or as extended term insurance, on the records of the Company; (ii) a Policy that has been reinstated after not being In Force shall be deemed to be In Force on the date of reinstatement of the reinstated Policy, as shown on the records of the Company, without regard to any prior period during which the Policy was In Force; (iii) a Policy that is a group annuity contract shall not be deemed In Force on any date if on that date the Company has no monies on deposit with respect to such Policy and the Company has no obligations under any individual annuity Certificate issued with respect to such Policy; (iv) a group Policy shall not be deemed to be In Force on any date if on that date the Policy has terminated and the Company's only obligations with respect to such Policy either are (A) to disabled Certificate holders who, in accordance with the terms of the Policy, are eligible for and are receiving benefits or coverage under the Policy, or (B) for unpaid claims incurred under the Policy prior to its termination; and (v) an individual Policy shall not be deemed to be In Force on any date if on that date the Policy has terminated and the Company's only obligations with respect to such Policy are for unpaid claims incurred under the Policy prior to its termination. (b) A Policy shall not be deemed to be In Force until it is issued, or deemed issued on the Company's records, and coverage thereunder is in effect, notwithstanding 22 24 that temporary insurance upon application for such Policy may be In Force prior to the Issue Date. (c) Notwithstanding the fact that a new Policy, such as a supplementary contract, has been issued as a result of the exercise of a right under a predecessor Policy, the new Policy shall be deemed to be In Force in accordance with its Issue Date without regard to the Issue Date of the predecessor Policy. However, if the predecessor Policy is registered under the Securities Act, and the Owner of the Policy received as the settlement option a variable payout annuity covered by the same prospectus as the predecessor Policy, then the variable payout annuity (i) shall be deemed to be In Force in accordance with the Issue Date of the predecessor Policy and (ii) shall be deemed to be a Participating Policy if such payout annuity or such predecessor Policy is or was a Participating Policy. (d) A Policy shall not be deemed to have matured by death as of any date unless notice of such death has been received by the Company on or prior to that date, as shown on the Company's records. The date of the surrender or lapse of a Policy shall be as shown on the Company's records. 6.3 Certain Group Policies and Contracts. (a) Except as provided in Sections 6.3(b) and 6.3(d), each employer, association or other entity whose employees, participants or members have coverage under any of the Company's group welfare benefit Policies issued to, or deemed to have been issued on the Company's records to, and held by a trust established by, or on behalf of, the Company or to a trust established by, or on behalf of, two or more employers, shall be deemed to be the Owner of a Policy. The Policy shall be deemed to be In Force as of any date, if the employer or entity has requested and has been approved or deemed approved for participation in the trust or coverage is otherwise in effect under the group Policy, and the trust participation or coverage under the group Policy is in effect as of that date, as shown on the Company's records. The trustee of any such trust shall not be an Eligible Policyholder or an Owner. (b) Each Certificate described below shall be deemed to be a Policy, the Owner of which shall be determined in accordance with Section 6.1, and that Certificate shall be deemed to be In Force as of any date if, as shown on the Company's records, the exercise of the paid-up option described below occurs on or prior to that date and the effectiveness of the option has not terminated on or before that date. This rule shall apply only to those Certificates held by persons who have exercised a paid-up option under any of the Company's group universal life insurance Policies. Neither the named policyholder of the group Policy pursuant to which such Certificates were issued nor the Owner pursuant to Section 6.3(a) shall be an Eligible Policyholder or an Owner with respect to the coverage evidenced by such Certificates. 23 25 (c) Each employer, association or other entity whose employees, participants or members are covered under any of the Company's group annuity contracts, other than those specified in Section 6.3(e), issued to, or deemed to have been issued on the Company's records to, and held by a trust established by, or on behalf of, the Company, shall be deemed to be the Owner of a Policy. The Policy shall be deemed to be In Force as of any date, if the employer, association or entity has requested and been approved or deemed approved for participation in such trust, or coverage is otherwise in effect under the group annuity contract, and the trust participation or coverage under the group annuity contract is in effect as of that date, as shown on the Company's records. The trustee of any such trust shall not be an Eligible Policyholder or an Owner. (d) Each Certificate that (x) is issued under any of the Company's group Policies issued to, or deemed to have been issued on the Company's records to, and held by a trust established by, or on behalf of, the Company and (y) does not require affiliation by Certificate holders with any particular employer, voluntary employees' beneficiary association or entity in order to have coverage under the group Policy shall be deemed to be (i) a Policy, the Owner of which shall be determined in accordance with Section 6.1, and (ii) In Force as of any date if, as shown on the Company's records, the Certificate's effective date occurs on or prior to that date and the Certificate has not terminated on or before that date. The trustee of any such trust shall not be an Eligible Policyholder or an Owner. (e) Each Certificate that is qualified or is intended to be qualified under Section 408 or 408A of the Code (including Roth Individual Retirement Accounts ("IRAs"), SIMPLE IRAs, SEP IRAs and traditional IRAs), Section 403(b) of the Code (tax-sheltered annuities), or Section 72(s) of the Code (tax deferred annuities) and that is issued under any of the Company's group annuity contracts issued to, or deemed to have been issued on the Company's records to, and held by a trust established by, or on behalf of, the Company shall be deemed to be (i) a Policy, the Owner of which shall be determined in accordance with Section 6.1; and (ii) In Force as of any date if, as shown on the Company's records, such Certificate's effective date occurs on or prior to such date and such Certificate has not terminated on or before such date. The trustee of any such trust shall not be an Eligible Policyholder or an Owner. (f) The Company shall, subject to the approval of the Superintendent, determine ownership and In Force rules for any types of group Policies not specifically covered by Section 6.3, if the Company determines that the general provisions of Sections 6.1 and 6.2 are not applicable. These rules shall be applied in a manner that is consistent with the other provisions of this Article VI. 24 26 ARTICLE VII ALLOCATION AND PAYMENT OF CONSIDERATION 7.1 Allocation of Allocable Common Shares. (a) The consideration to be given to Eligible Policyholders in exchange for their Policyholders' Membership Interests shall be shares of Common Stock, cash or Policy Credits. Solely for purposes of calculating the amount of this consideration, each Eligible Policyholder's allocation of Allocable Common Shares shall be determined in accordance with this Article VII and the Actuarial Contribution Memorandum. (b) Each Eligible Policyholder shall be paid consideration based on the allocation to the Eligible Policyholder of a number of Allocable Common Shares equal to the sum of: (i) a fixed component of consideration equal to 37 shares of Common Stock (subject to proportional adjustment as provided in Section 10.2) (the "Fixed Component"), regardless of the number of Policies owned by such Eligible Policyholder in the same capacity; and (ii) a variable component of consideration equal to the portion, if any, of the Aggregate Variable Component which is allocated in respect of the Qualifying Policies of which the Eligible Policyholder is the Owner on the Adoption Date. This sum will be rounded to the nearest whole share (with one-half being rounded upward). The Allocable Common Shares shall be allocated first to provide for the number of shares required for the aggregate Fixed Component allocable to all Eligible Policyholders, and the remainder of the Allocable Common Shares shall constitute the Aggregate Variable Component. The Aggregate Variable Component shall be allocated to determine the Variable Equity Shares in respect of the Qualifying Policies in accordance with Section 7.2 and the Actuarial Contribution Memorandum. 7.2 Allocation of Aggregate Variable Component. (a) The Aggregate Variable Component shall be allocated to each Eligible Policyholder in respect of his Qualifying Policies and shall be determined by multiplying the Variable Equity Share determined in accordance with clause (i) below for each Eligible Policyholder by the number of Allocable Common Shares constituting the Aggregate Variable Component. (i) For the purpose of determining the Variable Equity Shares of Qualifying Policies, negative Actuarial Contributions of Qualifying Policies will be adjusted by setting them to zero, subject to Section 7.2(a)(iii). The Variable 25 27 Equity Share for each Eligible Policyholder shall be equal to the sum of the Actuarial Contributions of all of that Eligible Policyholder's Qualifying Policies, as so adjusted, divided by the sum of the Actuarial Contributions of all Qualifying Policies, as so adjusted. (ii) Based on estimates of the historic and future contributions of Qualifying Policies to the Company's surplus, the Company shall make reasonable determinations of the dollar amount of the Actuarial Contribution, both positive and negative, for each Qualifying Policy, according to the principles, assumptions and methodologies set forth in the Actuarial Contribution Memorandum. (iii) If, for the purposes of determining the dividend scales or experience factors of a Qualifying Policy, the experience of different Policies has been combined together or has been transferred from one to another, regardless of whether the Policy from which such experience has been combined or transferred remains In Force, the experience shall be taken into consideration in determining such Qualifying Policy's Actuarial Contribution, as described in the Actuarial Contribution Memorandum. (iv) Each Actuarial Contribution shall be determined on the basis of the Company's records as of the Statement Date, unless the Qualifying Policy shall have been issued after the Statement Date, in which case the Actuarial Contribution for the Qualifying Policy shall be equivalent to the present value as of the Statement Date of its expected future contribution to the surplus of the Company, as estimated by the Company in accordance with the Actuarial Contribution Memorandum. (b) As described in the Actuarial Contribution Memorandum, the Actuarial Contribution will be determined for all Qualifying Policies In Force on the Statement Date as the estimated historic contributions to surplus of such Policies accumulated with interest to the Statement Date plus the estimated future contributions to surplus of such Policies, discounted with interest to the Statement Date. The Actuarial Contribution Memorandum was completed in accordance with the principles set forth in this Section 7.2 and provides further details regarding the provisions of Sections 7.1(a), 7.1.(b), 7.2(a) and 7.2(b). 7.3 Payment of Consideration. (a) Except as otherwise provided in Sections 7.3(b), (c), (d) and (e), each Eligible Policyholder shall receive consideration in the form of shares of Common Stock equal to the number of shares allocated, in the aggregate, to such Eligible Policyholder pursuant to this Plan. 26 28 (b) The Eligible Policyholders described below shall receive consideration in the form of Policy Credits with respect to the Policies described below: (i) each individual Owner of a Policy that is an individual retirement annuity within the meaning of Section 408 or 408A of the Code or a tax sheltered annuity within the meaning of Section 403(b) of the Code; (ii) each Owner of a Policy that is an individual annuity contract that has been issued pursuant to a plan qualified under Section 401(a) or 403(a) of the Code directly to the plan participant; and (iii) each Owner of a Policy that is an individual life insurance policy that has been issued pursuant to a plan qualified under Section 401(a) or 403(a) of the Code directly to the plan participant. If any such Policy has matured by death or otherwise been surrendered or terminated after the Adoption Date but prior to the date on which the Policy Credits would have been credited, however, cash in the amount of the Policy Credits shall be paid in lieu of the Policy Credits to the Person to whom the death benefit, surrender value or other payment at termination was made under such Policy. (c) The Eligible Policyholders described below shall receive consideration in the form of cash: (i) each Eligible Policyholder who is not required to receive Policy Credits pursuant to Section 7.3(b) and whose address for mailing purposes is shown on the records of the Company to be located outside the States of the United States of America or with respect to whom the Company, after a reasonable effort to locate such Eligible Policyholder, has a reasonable belief that the most recent address for mailing purposes as shown on the Company's records is an address at which mail to such Eligible Policyholder is undeliverable; (ii) each Eligible Policyholder who is not required to receive Policy Credits pursuant to Section 7.3(b), and with respect to whom the Company determines in good faith to the satisfaction of the Superintendent that it is not reasonably feasible or appropriate to provide consideration in the form of Common Stock; and (iii) each Eligible Policyholder who is allocated equal to or fewer than 60 shares of Common Stock and who has affirmatively expressed, on a form approved by the Superintendent and provided to such Eligible Policyholder, which form has been properly completed and received by the Company prior to a date set by the Company, a preference to receive cash in lieu of Common Stock; provided, however, that the Company may, with the prior approval of the 27 29 Superintendent, pay cash to Eligible Policyholders who are allocated more than 60 shares of Common Stock and who have indicated their preference to receive their compensation in the form of cash provided, further, that the amount available for any such cash payments to such Eligible Policyholders who are allocated more than 60 shares of Common Stock shall be distributed by the Company to such Eligible Policyholders in accordance with the number of shares of Common Stock allocated, beginning with such Eligible Policyholders allocated 61 shares of Common Stock and continuing to the highest level of share allocation possible at which cash preferences can be completely satisfied using such amount of available funds. (d) If an Eligible Policyholder that is an Owner of more than one Policy is entitled to receive consideration under this Article VII solely in the form of Policy Credits, then the Fixed Component shall be payable only with respect to one of such Policies, which shall be the Policy with the earliest Issue Date. If an Eligible Policyholder that is an Owner of more than one Policy is entitled to receive consideration under this Article VII both in the form of Policy Credits and in the form of cash or shares of Common Stock, then the Fixed Component shall be payable only with respect to one of the Policies for which cash or shares of Common Stock are payable, which shall be such Policy with the earliest Issue Date. (e) If consideration is to be paid or credited to an Eligible Policyholder in cash or Policy Credits pursuant to this Plan, the amount of such consideration shall be equal to the number of Allocable Common Shares allocated to the Eligible Policyholder, as determined in accordance with this Article VII, multiplied by the IPO Stock Price. Payment shall be made by check, net of any applicable withholding tax, or by the crediting of a Policy Credit, as the case may be, in accordance with Section 5.2(j). (f) In the event that more than one Person constitutes a single Owner of a Policy, consideration allocated in accordance with this Article VII and the Actuarial Contribution Memorandum shall be distributed jointly to or on behalf of such Persons. (g) Any cash consideration that the Company is unable to distribute to any Eligible Policyholder shall be retained by the Company and held in a manner that is consistent with its practices for holding undeliverable or unclaimed funds and in compliance with applicable laws and regulations on behalf of that Eligible Policyholder until it escheats in accordance with applicable laws. (h) The Holding Company shall establish a commission-free purchase and sale program which shall begin no sooner than the first business day after the six-month anniversary of the Plan Effective Date and no later than the first business day after the twelve-month anniversary of the Plan Effective Date and shall continue in either case for 90 days (and may be extended if the Board of Directors of the Holding Company 28 30 determines such extension to be appropriate and in the best interest of the Holding Company and its stockholders). The terms and conditions of such purchase and sale program and any amendments, modifications or supplements thereto shall be subject to the prior approval of the Superintendent. Pursuant to such purchase and sale program, each Eligible Policyholder or other stockholder who holds 99 or fewer shares of Common Stock shall have the opportunity to sell at prevailing market prices all, but not less than all, the shares of Common Stock owned by such stockholder, without paying brokerage commissions, mailing charges, registration fees or other administrative or similar expenses. The Company shall concurrently offer each stockholder entitled to participate in the commission-free purchase and sale program the opportunity to purchase that number of shares of Common Stock necessary in order to increase such stockholder's holdings to a 100-share round lot, without paying brokerage commissions, mailing charges, registration fees or other administrative or similar expenses. The commission-free purchase and sale arrangements described herein shall be subject to such limitations as are advisable to obtain appropriate no-action relief from the staff of the SEC. 7.4 ERISA Plans. The Company has applied to the Department of Labor for an exemption (the "DOL Exemption") from Section 406 of ERISA and Section 4975 of the Code with respect to the receipt of consideration pursuant to this Plan by employee benefit plans subject to the provisions of such sections. Notwithstanding any other provision of this Plan, if such exemption is not received prior to the Plan Effective Date, the Company may delay payment of such consideration to those Eligible Policyholders who are subject to such provisions and place such consideration in an escrow or similar arrangement subject to terms and conditions approved by the Superintendent. Any such escrow or arrangement shall provide for payment of such consideration to Eligible Policyholders not later than the third anniversary of the Plan Effective Date and all costs and expenses of such escrow or arrangement shall be borne by the Holding Company. ARTICLE VIII METHOD OF OPERATION FOR DIVIDEND-PAYING BUSINESS 8.1 Establishment of the Closed Block. (a) The Closed Block Business shall be included in the Closed Block to ensure that the reasonable dividend expectations of policyholders who own Policies included in the Closed Block Business are met. As set forth in the Closed Block Memorandum, assets of the Company shall be allocated to the Closed Block in an amount that produces cash flows which, together with anticipated revenue from the Closed Block Business, are reasonably expected to be sufficient to support the Closed Block Business including, but not limited to, provisions for payment of claims and certain expenses and taxes, and to 29 31 provide for continuation of dividend scales payable in 2000, if the experience underlying such scales continues, and for appropriate adjustments in such scales if the experience changes. Subject to the provisions of this Article VIII, all Participating Policies that are part of the Closed Block Business shall continue to be Participating Policies in accordance with their terms. (b) The Closed Block Assets are those of the Company's assets, or portions of the Company's assets, that are allocated to the Closed Block as of the Statement Date. Cash and policy loans, accrued interest and due and deferred premiums shall be allocated to the Closed Block as of the Statement Date, as described in the Closed Block Memorandum. The Closed Block Assets and such cash, policy loans, accrued interest and due and deferred premiums shall be brought forward to the Plan Effective Date in accordance with the principles set forth in Section 8.2. The amount of the Company's assets required to support the Closed Block as of the Statement Date is determined as set forth in the Closed Block Memorandum. 8.2 Operation of the Closed Block. (a) After the Statement Date, insurance and investment cash flows from operations of the Closed Block Business, the Closed Block Assets, the cash allocated to the Closed Block and, as described in the Closed Block Memorandum, all other assets acquired by or allocated to the Closed Block shall be received by or withdrawn from the Closed Block in accordance with the principles set forth in this Section 8.2(a). (i) With respect to insurance cash flows: (A) Cash premiums, cash repayments of policy loans and policy loan interest paid in cash on Closed Block Business, and amounts paid for reinstatement of Closed Block policies into the Closed Block shall be received by the Closed Block. Death, surrender and maturity benefits (including interest allowed for delayed payment of benefits) paid in cash, policy loans taken in cash and dividends paid in cash on Closed Block Business shall be withdrawn from the Closed Block. (B) As described in the Closed Block Memorandum, cash shall be withdrawn from the Closed Block in the amount of state and local premium taxes (including guaranty fund assessments and credits and franchise taxes to the extent measured solely by premiums) paid in cash on premiums received in respect of Closed Block Business. Cash payments shall be withdrawn from or received by the Closed Block for state and local income taxes in accordance with the procedures described in the Closed Block Memorandum. Cash payments with respect to certain 30 32 reinsurance on Closed Block Business, as described in the Closed Block Memorandum, shall be withdrawn from or received by the Closed Block. (C) Cash payments shall be withdrawn from or received by the Closed Block for federal income taxes in accordance with the procedure described in the Closed Block Memorandum. (D) No cash shall be withdrawn from the Closed Block with respect to expenses, other than as provided in Section 8.2(a)(ii), and the Closed Block shall not be charged for any such expense. (E) With respect to Closed Block Business issued after the Statement Date and prior to the Plan Effective Date, an amount of assets equal to the anticipated present value, as of each Policy's Issue Date, of future premiums, less the anticipated present value of future guaranteed benefits, dividends, state and local premium taxes (including guaranty fund assessments and credits and franchise taxes to the extent measured solely by premiums) and state and local income taxes, reinsurance expenses and provision for federal income taxes, all as set forth in the Closed Block Memorandum, shall be withdrawn from the Closed Block. (F) With respect to Policy Credits provided for Policies included in the Closed Block pursuant to Article VII, after the Plan Effective Date, the Company shall transfer to the Closed Block an amount of assets appropriate to reflect the addition of such Policy Credits, as set forth in the Closed Block Memorandum. For this purpose, cash or other Eligible Investments shall be added to the Closed Block in an amount equal to the statutory liabilities with respect to the Policies in the Closed Block receiving Policy Credits, calculated immediately after adding the Policy Credits, less the statutory liabilities with respect to the same Policies, calculated immediately prior to adding the Policy Credits. (ii) With respect to investment cash flows: (A) Cash received on dispositions of investments shall be net of all reasonable and customary brokerage and other transaction expenses that are deducted in reporting gross proceeds of those sales in the Company's Annual Statement to the Superintendent. Cash payments for equity real estate acquired upon foreclosure of, reasonable and customary operating expenses of, and equity real estate taxes (as reported in the Annual Statement) on, any Closed Block assets that are investments in equity real estate shall be withdrawn from the Closed Block. 31 33 (B) Cash paid for expenses in acquiring an investment shall be withdrawn from the Closed Block to the extent included in the cost of such investment in the Company's Annual Statement to the Superintendent. (C) Investment management expenses shall not be withdrawn from or charged to the Closed Block. (iii) With respect to additional benefits provided under Closed Block Business in accordance with the Class Action Settlement, shortly after such benefits are credited to Closed Block Business, the Company shall transfer to the Closed Block an amount necessary to provide for such benefits, as set forth in the Closed Block Memorandum. In addition, assets shall be added to the Closed Block in connection with any enhancement to Policies included in the Closed Block made in accordance with any legal or other settlement (other than the Class Action Settlement) entered into after the Statement Date, subject to prior approval of the Superintendent when material in relation to the assets in the Closed Block. Cash or other Eligible Investments shall be added to the Closed Block in an amount equal to the statutory liabilities with respect to the Policies in the Closed Block receiving enhancements, calculated immediately after adding the enhancements, less the statutory liabilities with respect to the same Policies, calculated immediately prior to adding the enhancements. (b) After the Statement Date the Company shall not acquire any new investments on behalf of the Closed Block other than "Eligible Investments". Subject to the limitations set forth in this Section 8.2(b) below, Eligible Investments are investments of the same asset classes that are allowed for investments made on behalf of the Company's general account. Currently, these include, but are not limited to, both publicly and privately sourced domestic and foreign securities and assets in the categories of government and government agency securities; corporate bonds; mortgage-backed and other asset-backed securities; and commercial mortgage loans; limited or general partnership interests; common and preferred stock (including through investments in mutual funds and index funds); equity real estate; and other equity interests; as well as all participations, components or other interests in any of such investments. Derivatives, collateralized funding, and securities lending may be used by the Company on behalf of the Closed Block to the extent permitted by the laws applicable to the Company. Notwithstanding anything to the contrary set forth above, except in connection with a work-out, restructuring, bankruptcy or other reorganization involving an investment acquired in compliance with this Section 8.2(b), the Closed Block shall not invest, at the time the investment is made, directly or indirectly through a partnership as to which the Company or any Company Affiliate possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such 32 34 partnership, whether through the ownership of voting securities, by contract (except a commercial contract for goods or non-management services) or otherwise, in (and the following shall not be Eligible Investments) (i) real property, or (ii) debt, common or preferred stock, or other equity issued by the Company or any Company Affiliate. For purposes of this Section 8.2(b), no Person shall be deemed to control a partnership solely by reason of being an officer or employee of such partnership. (i) The Closed Block shall be managed so that, at the time any assets of the Closed Block are acquired, a majority of the resulting Closed Block fixed income portfolio will be investment grade, based on ratings of Moody's Investor Services ("Moody's") or comparable ratings. Equity investments shall be acquired giving consideration to market availability, risk characteristics relative to the Closed Block liabilities and the Company's then current best judgment regarding their relative expected returns. (ii) The Closed Block assets shall be managed in the aggregate to seek a high level of return consistent with the preservation of principal and equity and with the principles of this Section 8.2(b). (iii) The Closed Block assets shall reflect the duration and the ability to take risk consistent with the long-term nature of the Closed Block and the investment objectives outlined in Section 8.2(b)(ii). (iv) The Closed Block assets shall be managed in compliance with the New York Insurance Law and other applicable laws and regulations. Closed Block assets shall be managed in good faith and with that degree of care that an ordinarily prudent individual or entity in a like position would use under similar circumstances. The Closed Block shall also be managed, from the investment perspective, as if it were an independent entity apart from the Company, but subject to all of the New York insurance investment laws applicable to the Company, including, but not limited to, the investment limitations set forth in Sections 1405 and 1410 of the New York Insurance Law (as they may be amended from time to time). (v) Any transfer of Closed Block assets between the Closed Block and non-Closed Block segments of the Company, or within the Closed Block, shall be executed primarily for the purpose of benefiting the Closed Block. Every such transfer shall be executed at market price (adjusted for tax effects) as determined in accordance with the Closed Block Investment Guidelines filed with and approved in advance by the Superintendent. (vi) From time to time, the Closed Block may borrow funds if it is expected to benefit the Closed Block. This borrowing may be made from 33 35 independent external sources or from the Company or any Company Affiliate. Any borrowing by the Closed Block will be at rates no higher than the best rates at which the Company can borrow from an independent external source for loans with comparable terms and conditions. (vii) The Board shall appoint as the Company's Closed Block actuary, a person who is an officer of the Company and a "qualified actuary" pursuant to Section 4217 of the New York Insurance Law (as it may be amended from time to time). (viii) Each year the Closed Block actuary and an investment officer of the Company shall report to the Board or the committee thereof supervising the operation of the Closed Block on the current year's investment strategy for the Closed Block, provide an overview and assessment of the implementation of the investment strategy and the investment results for the Closed Block in the prior year, distribute a copy of the most recent opinion letter regarding the Closed Block signed by the Closed Block actuary, as described in Section 8.2(b)(ix), and discuss that opinion letter. (ix) The Closed Block actuary shall opine annually with respect to the Closed Block: (A) whether the current investment strategy for the Closed Block is appropriate for the Closed Block Business; (B) whether the investment portfolio and the investment activities for the past statement year were consistent with the investment strategy set out at the beginning of such year or, if not, the reasons that any deviation or change in investment strategy was necessary; (C) with reliance on a written opinion from an investment officer of the Company, whether the Closed Block had fair access to Eligible Investments, and Eligible Investments allocated to the Closed Block during the statement year were allocated on a fair and equitable basis compared to allocations made to business segments of the Company that are not part of the Closed Block Business, were in accordance with the Company's policy, if any, regarding allocation among business segments and any investment activity during the statement year between the Closed Block and non-Closed Block segments of the Company, or within the Closed Block, was made in accordance with the principles set forth in this Section 8.2(b); 34 36 (D) whether any borrowing during the statement year was made in accordance with the principles set forth in this Section 8.2(b); and (E) whether any investment activity during the statement year between the Closed Block and non-Closed Block segments of the Company, or within the Closed Block, was made in accordance with the principles set forth in this Section 8.2(b) and the Closed Block Investment Guidelines filed with and approved in advance by the Superintendent. (x) The Company shall submit to the Superintendent a copy of the most recent opinion described in Section 8.2(b)(ix) and a copy of the materials presented during the most recent year to the Board or the committee thereof supervising the operation of the Closed Block regarding the Provisions of this Section 8.2(b), by May 1 of the year following the year in which the Plan Effective Date occurs and by May 1 of each year thereafter, for so long as the Superintendent may require. (xi) The Company may amend this Section 8.2(b) at any time with the prior approval of the Superintendent. (c) The Company shall not permit any transaction between the Closed Block and any other portion of the Company's general account, any of its separate accounts, or any Company Affiliate which, if entered into between the Company and any Company Affiliate, would under Section 1505 of the New York Insurance Law be subject to the Superintendent's prior approval, or prior notice and nondisapproval, without such prior approval or such prior notice and nondisapproval, as the case may be. For purposes of the preceding sentence, in applying the percentages referred to in Section 1505, references to "the insurer's admitted assets" in Section 1505 shall be deemed to refer to admitted assets of the Closed Block. The Company may amend this Section 8.2(c) at any time with the prior written approval of the Superintendent. (d) (i) Dividends on Closed Block Business shall be apportioned annually by the Board or the committee thereof supervising the operations of the Closed Block in accordance with applicable law and with the objective of minimizing tontine effects and exhausting assets allocated to the Closed Block with the final payment upon termination of the last Policy contained in the Closed Block. (ii) The Company shall submit to the Superintendent periodic reports of the operation of the Closed Block. These reports shall include an opinion of an independent actuary who is a "qualified actuary" pursuant to Section 4217 of the New York Insurance Law (as it may be amended from time to time), and shall be submitted by July 1 of the fifth year following the year in which the Plan Effective Date occurs and by July 1 of each fifth year thereafter for so long as the 35 37 Superintendent may require. The actuary shall opine whether the Company, in setting dividend scales for the Closed Block Business, has acted in accordance with the provisions of this Article VIII. (iii) By July 1 of the year following the year in which the Plan Effective Date occurs and by July 1 of each year thereafter for so long as the Superintendent may require, the Company shall submit to the Superintendent, with respect to the prior calendar year in a form and with detail satisfactory to the Superintendent, reports of Closed Block borrowing and investment transfer activities which were effected with the non-Closed Block segments of the Company. (e) The Company shall provide as supplemental Schedules to its Annual Statements for each year commencing with the year in which the Plan Effective Date occurs (i) financial Schedules, consisting of the information required by Annual Statement pages 2, 3, 4 and 5, and (ii) investment Exhibits, consisting of the information required by Annual Statement Exhibits A, B, BA, D and E (or comparable information under financial reporting requirements as they may be established from time to time for the Company as a whole by the Superintendent after the Adoption Date), in each case for the Closed Block. By July 1 of the year subsequent to the year being reported, the Company's independent public accountants shall furnish to the Company, and the Company shall submit to the Superintendent, an opinion on the financial statements of the Company, which opinion shall encompass the foregoing financial Exhibits of the Closed Block. Additionally, the Company shall submit to the Superintendent by July 1 of each year a report, prepared at the Company's request by its independent public accountants, in a form acceptable to the Superintendent, of the results of certain procedures, which procedures shall have been approved by the Superintendent, to test the Company's compliance with Sections 8.2(a) and (f). The reporting obligations provided for in this Section 8.2(e) shall continue for so long as the Superintendent may require. (f) No amounts shall be withdrawn from or received by the Closed Block for any taxes, including federal, state or local or foreign taxes, resulting from the operations of the Company or any of its subsidiaries prior to the Statement Date. No asset valuation reserve or any increase or decrease therein, or any similar reserve, shall be charged or credited to the Closed Block. (g) None of the assets, including the revenue therefrom, allocated to the Closed Block or acquired by the Closed Block shall revert to the benefit of the stockholders of the Company. 8.3 Guaranteed Benefits. The Company shall pay all guaranteed benefits for Closed Block Business in accordance with the terms of the Policies contained in the Closed Block Business. To the extent provided in this Article VIII, cash shall be 36 38 withdrawn from the Closed Block in respect of those benefits. The assets allocated to the Closed Block are the Company's assets and are subject to the same liabilities (in the same priority) as all assets in the Company's general account. 8.4 Other Participating Policies. (a) Participating Policies In Force on the Plan Effective Date that are not included in the Closed Block Business (as identified in Exhibit M) shall continue to be Participating Policies to the extent provided by their terms. (b) The classes of individual Participating Policies described in clause (i) below shall be managed in accordance with this subsection (b). (i) The classes shall consist of individual Participating Policies and riders that are In Force on the Plan Effective Date, that have any non-guaranteed elements, that are not included in the Closed Block and that fall within the following categories: (A) life insurance policies, (B) medical insurance policies, (C) annuities, and (D) certain blocks of business acquired from other life insurance companies. (ii) The Company shall establish, for each such Policy class, (A) objectives based on: (a) a non-guaranteed element, such as an expense charge, mortality charge or investment margin; (b) a long-term loss ratio; or (c) any other appropriate measure of margin; (B) a basis for measuring deviations from such objectives in (A) above; and (C) a method by which any long-term deviations from such basis shall be reflected in the financial treatment of Policies within such class. (iii) Prior to the Plan Effective Date, the Company shall submit a memorandum to the Superintendent setting forth for each of the above Policy/rider classes the bases and methods described in clause (ii) of this Section 8.4(b), which bases and methods shall be subject to the approval of the Superintendent. The Company shall not change such bases and methods except with the prior approval of the Superintendent. (iv) Commencing July 1 of the year following the calendar year in which the Plan Effective Date occurs and continuing for so long as the Superintendent may require, the Company shall submit to the Superintendent by July 1 of each year a report as to its compliance with this Section 8.4(b) with respect to the prior calendar year in a form acceptable to the Superintendent. (c) The classes of individual Participating Policies described in clause (i) below shall be managed in accordance with this subsection (c). 37 39 (i) The classes shall consist of individual Participating Policies that are in Force on the Plan Effective Date, have a currently payable dividend scale and are not included in the Closed Block Business. (ii) Prior to the Plan Effective Date, the Company shall submit a memorandum to the Superintendent setting forth for each of the above Policy classes a method for determining the dividend scales of the contracts identified in clause (i) above, which method shall be subject to the prior approval of the Superintendent. The Company shall not change or adjust such methods except with the prior approval of the Superintendent. (iii) Commencing July 1 of the year following the calendar year in which the Plan Effective Date occurs and continuing for so long as the Superintendent may require, the Company shall submit to the Superintendent by July 1 of each year a report as to its compliance with this Section 8.4(c) with respect to the prior calendar year in a form acceptable to the Superintendent. ARTICLE IX PLAN OF OPERATION; NEW PARTICIPATING BUSINESS 9.1 Plan of Operation. The Company's Plan of Operation, including 10-year actuarial projections, is set forth in Exhibit K. The Plan of Operation and projections represent the Company's current estimates and expectations based on the assumptions used in their preparation and may change in the future, subject to any required approvals of the Superintendent. 9.2 New Participating Business. The Company will apply to the Superintendent for a permit to allow the Company to continue issuing for delivery in the State of New York and elsewhere participating policies and contracts after the Plan Effective Date. ARTICLE X ADDITIONAL PROVISIONS 10.1 Acquisition of Securities by Certain Officers, Directors and Employees. (a) From the Adoption Date until the Plan Effective Date and thereafter until the fifth anniversary of the Plan Effective Date, no officer, director or employee of the 38 40 Company, the Holding Company or any Company Affiliate, including their family members and their spouses, shall directly or indirectly offer to acquire or shall acquire in any manner the beneficial ownership of securities of the Company or the Holding Company, unless the acquisition is made: (i) pursuant to The Phoenix Companies, Inc. Directors Stock Plan and The Phoenix Companies, Inc. Stock Incentive Plan, approved by the Superintendent, copies of which are attached as Exhibits I and J, respectively; (ii) as an Eligible Policyholder pursuant to this Plan (provided that acquisitions pursuant to the commission-free purchase and sale program described in Section 7.3(h) are subject to Sections 10.1(a)(iii) and (iv)) or pursuant to the equity plans or arrangements identified in Exhibit N; (iii) by non-officer employees of the Company, the Holding Company or any Company Affiliate, including their family members and their spouses, pursuant to the commission-free purchase and sale program or from a broker or dealer registered with the SEC at the then quoted prices on the date of purchase; or (iv) by officers or directors of the Company, the Holding Company or any Company Affiliate, including their family members and their spouses, at least two years after the Plan Effective Date from a broker or dealer registered with the SEC at the then quoted prices on the date of purchase. (b) For purposes of this Section 10.1, (i) the term "beneficial ownership" with respect to any security, means the sole or shared power to vote, or direct the voting of, such security and/or the sole or shared power to dispose, or direct the disposition, of such security; (ii) the term "securities," includes (a) voting securities of any class or any ownership interest having voting power for the election of directors or management, other than securities having such power only by reason of the happening of a contingency; (b) any certificate or subscription existing prior to the Plan Effective Date; or (c) any security convertible (with or without consideration) into any such security, or carrying any warrant or right to subscribe for or purchase any such security, or any such warrant or right; and (iii) the term "family member," includes a brother, sister, spouse, ancestor or descendant of the officer, director or employee. 10.2 Adjustment of Share Numbers. In order to effect an IPO Stock Price which the Company and the managing underwriters of the IPO deem appropriate, the Company may adjust the number of shares of Common Stock set forth in the definition of Allocable Common Shares. The Company must receive the prior approval of the Superintendent before making any such adjustment. In the event of such an adjustment, the number of Allocable Common Shares to be allocated to each Eligible Policyholder as the Fixed Component of consideration pursuant to Section 7.1(i) shall be adjusted proportionately, provided, however, that no such adjustment will be made unless it would result, without any rounding, in such number being a whole number. 39 41 10.3 Notices. If the Company complies substantially and in good faith with the requirements of Section 7312 or the terms of this Plan with respect to the giving of any required notice to policyholders, its failure in any case to give that notice to any Person or Persons entitled to that notice shall not impair the validity of the actions and proceedings taken under Section 7312 or this Plan or entitle the Person or Persons to any injunctive or other equitable relief with respect to that notice. 10.4 Amendment or Withdrawal of Plan. At any time prior to the Plan Effective Date, the Board may amend or withdraw this Plan in accordance with Section 7312(f). No amendment made after the public hearing or after the vote of Eligible Policyholders may change this Plan in a manner that the Superintendent determines is materially disadvantageous to any policyholder (as defined in Section 7312(a)(2)) unless a further hearing or vote is conducted as provided by Section 7312(f). Notwithstanding the foregoing, the commission-free purchase and sale program described in Section 7.3(h) may be amended by the Holding Company at any time. Until the first anniversary of the Plan Effective Date, any such amendment to the commission-free purchase and sale program shall be subject to the prior approval of the Superintendent. If the Superintendent approves such amendment, the Company shall notify the Eligible Policyholders as promptly as practicable following such approval. 10.5 Costs and Expenses. The Company and the Holding Company have delivered to the Superintendent a written undertaking to pay for costs related to this Plan in compliance with Section 7312(p). 10.6 Governing Law. The terms of this Plan shall be governed by and construed in accordance with the laws of the State of New York. 10.7 Corrections. The Company may, until the earlier of the mailings required by Sections 5.4 and 5.5, by an instrument executed by its Chairman of the Board, President or any Executive Vice President, attested by its Secretary or Assistant Secretary under its corporate seal (if required) and submitted to the Superintendent, make such modifications of a non-material nature as are appropriate to correct errors, clarify existing items or make additions to correct manifest omissions in this Plan (including the Exhibits). Subject to the terms of this Plan, the Holding Company may issue additional shares of Common Stock and take any other action it deems appropriate to remedy errors or miscalculations made in connection with this Plan. 10.8 Compliance. The Company shall use commercially reasonable efforts to monitor the compliance of the stockholders of the Holding Company with the 5% limitation set forth in Section 7312(v) of the New York Insurance Law and shall promptly report any violations thereof to the Superintendent. 40 42 IN WITNESS WHEREOF, Phoenix Home Life Mutual Insurance Company, by authority of its Board of Directors, has caused this amendment and restatement of the Plan to be signed by its President and its corporate seal to be affixed hereto attested by its Secretary as of January 26, 2001. PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY [SEAL] By: /S/ Dona D. Young --------------------------------- Dona D. Young President ATTEST: /S/ John H. Beers --------------------------- John H. Beers Secretary 43 Exhibit A to the Plan of Reorganization CLOSED BLOCK MEMORANDUM Page 1 of 32 44 Exhibit A to the Plan of Reorganization CLOSED BLOCK MEMORANDUM The objective of the Closed Block is to provide reasonable assurances to owners of policies therein that, after the Plan Effective Date, assets will be available to maintain the dividend scales in effect for 2000 if the experience underlying such scales continues and to implement appropriate adjustments in future dividend scales if such experience changes. In accordance with Article VIII of the Plan of Reorganization, this memorandum sets forth how Phoenix Home Life Mutual Insurance Company ("Phoenix Home Life") will meet the objective regarding the funding of the Closed Block and how the Closed Block will actually operate after it is established with respect to certain charges. Phoenix Home Life is a mutual life insurance company domiciled in the State of New York. In 1992, Home Life Insurance Company ("Home Life") merged with and into Phoenix Mutual Life Insurance Company ("Phoenix Mutual") with the Home Life in-force block of business thereby becoming part of Phoenix Home Life. At that time, Phoenix Mutual simultaneously changed its name to Phoenix Home Life Mutual Insurance Company. Subsequently, on December 31, 1997, Phoenix Home Life acquired through assumption reinsurance the individual business of Confederation Life Insurance Company ("CLIC"), the CLIC in-force block of business thereby becoming part of Phoenix Home Life. This Memorandum sets forth the following with respect to the Closed Block: I. Basis for Determining Closed Block Funding as of December 31, 1999 II. Liability Assumptions Used in Determining Closed Block Funding - Phoenix Traditional III. Liability Assumptions Used in Determining Closed Block Funding - Home Life Traditional IV. Liability Assumptions Used in Determining Closed Block Funding - CLIC Traditional V. Asset Assumptions Used in Determining Closed Block Funding VI. Basis for Charging Certain Expenses, Premium Taxes, and State and local Income Taxes to the Closed Block After the Closed Block Is Established VII. Basis for Charging Federal Income Taxes to the Closed Block After the Closed Block Is Established. Page 2 of 32 Closed Block Memorandum 45 Exhibit A to the Plan of Reorganization I. BASIS FOR DETERMINING CLOSED BLOCK FUNDING AS OF DECEMBER 31, 1999 The calculation of Closed Block funding results in an amount of initial assets that produces cash flows which, together with anticipated revenue from Closed Block Business, is reasonably expected to be sufficient to: (a) support such business including provision for payment of death claims, surrender benefits, policy loans, and certain expenses and taxes; and (b) provide for the continuation of dividend scales payable in 2000, if the experience underlying such dividend scales continues, and for appropriate adjustments in such scales if the experience changes. Phoenix Home Life calculated* the actual assets needed to fund the Closed Block as of December 31, 1999, by: 1. building a model that projects insurance cash flows from the liabilities included in the Closed Block as of December 31, 1999 (including interest on, and increases in, policy loans); 2. selecting a test set of starting assets which consist of fixed-income assets; and 3. projecting the cash flows on these assets together with assets purchased by reinvested cash until the Closed Block liabilities all expire, terminate or otherwise mature. Steps 2 and 3 were repeated iteratively using different test amounts of starting assets until the value of assets remaining after the last policy has expired, terminated or otherwise matured is approximately zero. The calculation of the amount of Closed Block Assets takes into account the requirement that the assets allocated to the Closed Block be in an amount which together with anticipated revenues from the Closed Block business is expected to be sufficient to support such business including, but not limited to, provisions for payment of claims, specified expenses, and taxes, and to provide for the continuation of dividends, in aggregate, with respect to such policies for the life thereof, based upon the dividend scales payable in 2000, if the experience underlying such scales continues, and for appropriate adjustments in such scales if the experience changes. -------- * A simplified approach was used to calculate the required assets in respect of certain minor items. Page 3 of 32 Closed Block Memorandum 46 Exhibit A to the Plan of Reorganization The following describes the three steps of the calculations listed above. 1. Insurance Cash Flows A complete description of policies included in and excluded from the Closed Block is contained in Exhibit B to the Plan. The Closed Block includes Phoenix Home Life's traditional individual participating ordinary life insurance policies with a current dividend scale, including whole life plans, limited pay plans, endowments, and some term products; policies on single and multiple lives are included in the Closed Block. A small number of dividend paying annuity policies are also included in the Closed Block. The model of Phoenix Home Life's Closed Block Business was developed from Phoenix Home Life's policy records. Separate models were developed for three sub-lines of traditional participating life business: (1) Phoenix Traditional, which includes business issued by Phoenix Mutual prior to its merger with Home Life and policies issued by Phoenix Home Life since the merger; (2) Home Life Traditional, which includes business issued by Home Life prior to its merger with Phoenix Mutual; and (3) CLIC Traditional, which includes business issued by Confederation Life that was assumed by Phoenix Home Life on December 31, 1997. These three models are referred to collectively as the "primary models". The number of in-force policies in the Closed Block as of December 31, 1999 was approximately 466,000. The primary models consist of several thousand model cells. Model cells are defined by plan, rate book, valuation basis, policy loan interest rate, sex, underwriting basis, issue age, and other factors. The primary models also provide for paid-up dividend additions and dividend accumulations as well as certain riders. The model also includes aggregate projections for a number of riders and incidental benefits on Closed Block policies such as premium waiver, accidental death benefit, substandard, etc. Page 4 of 32 Closed Block Memorandum 47 Exhibit A to the Plan of Reorganization The model for in-force business was designed to generate pre-Federal Income Tax insurance cash flows defined as follows: (a) Cash premiums, plus policy loan interest paid in cash, plus dividends applied to dividend accumulations, to purchase additional insurance and to reduce premiums, minus (b) benefits paid in cash, and all policyholder dividends, minus (c) premium taxes, including state and local income taxes, and minus (d) the cash increase (or plus the cash repayment) in policy loans. Certain aspects of these items are commented upon below: a. Premiums are Assumed to be Received on a Modal Basis. The assumption of modal premiums means that the model assumes certain modal premiums are deferred. Any difference between the model deferred premium asset and the actual deferred premium asset at the outset is recognized in the final validation of the model. Therefore, the Closed Block is funded in part by the amount of the gross deferred and uncollected premiums (less applicable premium taxes and income taxes, if any, on the difference between the model deferred premium asset and the actual deferred premium asset) on Closed Block Business as of December 31, 1999. b. Benefits "Benefits" include death, withdrawal and maturity benefits plus waived premiums. Benefits are assumed to be evenly distributed throughout the year, and to be paid or applied when incurred. c. Taxes Charged According to Recent and Expected Future Experience. For premium taxes and state and local income taxes, the Closed Block will be charged based on the actual experience of Phoenix Home Life. For these items, the model assumes charges developed from Phoenix Home Life's recent experience. The following table contains a static validation of the primary models. The validation compares certain model-produced amounts on the model start date (December 31, 1999) with the actual inventoried amount. Page 5 of 32 Closed Block Memorandum 48 Exhibit A to the Plan of Reorganization STATIC VALIDATION OF PRIMARY MODELS* AS OF DECEMBER 31, 1999 ($MILLIONS)
MODEL ACTUAL MODEL/ACTUAL Phoenix Traditional Face Amount 49,855.5 49,860.0 100.0% Annualized Premiums 710.3 703.4 101.0% Statutory 6,360.4 6,364.7 99.9% Reserves/Liabilities Home Life Traditional Face Amount 5,768.2 5,777.0 99.8% Annualized Premiums 80.8 83.0 97.4% Statutory 1,559.9 1,572.0 99.2% Reserves/Liabilities CLIC Traditional Face Amount 2,271.4 2,271.4 100.0% Annualized Premium 30.2 30.8 98.0% Statutory 331.1 338.2 97.9% Reserves/Liabilities Total Face Amount 57,895.2 57,908.4 100.0% Annualized Premium 821.2 817.2 100.5% Statutory 8,251.4 8,274.9 99.7% Reserves/Liabilities
* Includes base policies plus additional insurance plus dividend accumulations. Aggregate methods were used to develop the Closed Block funding required for certain riders and other miscellaneous liabilities not included in the primary models. The following table shows the reserves for these items. MODEL SUMMARY FOR OTHER BENEFITS AND LIABILITIES ($MILLIONS)
BENEFIT ACTUAL RESERVES Extended Term Insurance 16.9 Accrued Claims 22.6 Due and Unpaid Dividends 7.7 Premiums Received in Advance 11.0 Term Riders 17.5 Waiver of Premium 64.6
Page 6 of 32 Closed Block Memorandum 49 Exhibit A to the Plan of Reorganization MODEL SUMMARY FOR OTHER BENEFITS AND LIABILITIES ($MILLIONS)
BENEFIT ACTUAL RESERVES Accidental Death Benefit 1.7 Substandard Extra 24.2 Term and Group Conversions 17.2 Dividend Accumulation Accrued Interest 2.4 IPC Reserves 2.5 Deficiency and Other Exhibit 8G Reserves 18.7 Miscellaneous Reserves 4.5 ----- Total 211.5
The following table summaries the previous two tables. SUMMARY OF MODEL DATA ($MILLIONS)
MODEL ACTUAL RESERVES/ RESERVES/ MODEL/ LIABILITIES LIABILITIES ACTUAL Primary Models 8,251.4 8,274.9 99.7% Other Benefits and Liabilities 211.5 211.5 100.0% ------- ------- ----- Total 8,462.9 8,486.4 99.7%
Some policies in the Closed Block may receive policy credits (typically PUAs) in the conversion. Cash will be transferred to the Closed Block to pay for these policy credits. Therefore, since policy credits will be funded by separate cash payments to the Closed Block, policy credits have been ignored in the initial funding calculations. 2. Closed Block Assets The assets that support Phoenix Home Life's traditional life insurance business, other than policy-related assets such as policy loans, are held in the general account of Phoenix Home Life. These assets consist primarily of investment grade bonds. The Closed Block will be funded initially with all policy loans (including due or accrued interest) on Closed Block Business, all due and deferred premiums on Closed Block Business, and certain assets from the general account of Phoenix Home Life as determined by the calculations described in this section. Page 7 of 32 Closed Block Memorandum 50 Exhibit A to the Plan of Reorganization The balance sheet displayed below shows the assets of the Closed Block assumed for funding as of January 1, 2000.
JANUARY 1, 2000 CLOSED BLOCK BALANCE SHEET ($MILLIONS) ---------------------------------------------------- Bonds 4,896.1 Commercial Mortgages 377.9 Cash 4.9 Policy Loans 1,409.9 Accrued Investment Income 64.7 Net Due & Deferred Premiums 163.0 --------- Total Assets 6,916.5 Reserves and Liabilities 8,479.7 Surplus (Deficit) (1,563.2) --------- Total Liabilities and Surplus 6,916.5
3. Asset Cash Flows and Federal Income Taxes Projected asset cash flows include coupons (or other forms of interest) and any repayments of principal. A yearly default charge (based on estimated default costs) is assumed for the assets initially funding the Closed Block. Investment cash flow is added to insurance cash flow, and Federal Income Taxes for the period (calculated as discussed below) are subtracted from the cash flow. The net cash flow is then assumed to be reinvested at gross interest rates that underlie the current dividend scale. The reinvestment rates were determined after deducting a provision for estimated default costs. The calculation described here was performed iteratively, using various test amounts of assets until the surplus of the Closed Block was approximately zero after the last policy has expired, terminated or otherwise matured. Federal Income Taxes in each period were calculated as follows: 1. The tax basis profit or loss associated with Closed Block activities was calculated. This consists of the statutory income effect of insurance cash flows (adjusted to a tax basis by substituting tax reserves for statutory reserves and excluding dividend apportionment Page 8 of 32 Closed Block Memorandum 51 Exhibit A to the Plan of Reorganization liability), investment income on policy loans, investment income on initial Closed Block assets and investment income on reinvestments in the Closed Block. 2. The tax effect of Section 848 ("DAC tax") was calculated based on life insurance premiums for the insurance cash flow model for 2000 and later. Reversals of this tax, as provided for under current law (including reversals of the 1990 through 1999 DAC tax attributable to Closed Block business) were reflected over the statutory ten-year period. 3. The tax on (1) and (2) above was calculated as 35% of the tax base. II. LIABILITY ASSUMPTIONS USED IN DETERMINING CLOSED BLOCK FUNDING - PHOENIX TRADITIONAL The Phoenix Traditional ordinary business consists of participating permanent and term policies issued from the early 1920s through the present with unit-based guaranteed cash values set in accordance with the Standard Nonforfeiture Law. Both single and multi-life policies are in the in-force population, and a variety of endowments, death benefits and premium payment options have been offered over time. Sex distinctions have been made since 1963, and discounts for nonsmokers have been offered for policies issued since 1965. A small proportion of substandard risks has been insured, generally at higher premium rates. Premium levels have generally been fixed at issue for most permanent and term plans. Ancillary benefits (e.g., disability waiver, accidental death) with small, fixed premiums and minimal surrender values have also been available with most base life insurance plans. Policyholders may elect to receive dividends in cash, accumulate dividends with interest, apply dividends to reduce premiums or apply them towards the purchase of additional insurance. Term policies generally have a period of time to convert to permanent coverage without providing evidence of insurability. Additional guaranteed insurability rights have been granted to individuals covered under group plans. Policies on nonforfeiture may be converted to dividend-paying reduced paid-up insurance, guaranteed cost extended term insurance ("ETI") or continue as premium paying business through automatic premium loans. The factors comprising the assumed experience underlying the calculation of Closed Block funding for the Phoenix Traditional business are as follows: Page 9 of 32 Closed Block Memorandum 52 Exhibit A to the Plan of Reorganization Mortality Mortality rates are generally expressed as percentages of the 1975-1980 Basic Mortality Tables. The percentages vary by gender, smoking status and issue era. For single life policies, the percentages were developed from the most recent mortality study performed by the Company at the time the 2000 dividend scales were set. This study covers experience over the five-year period from 1994 to 1998. For multi-life contracts, mortality rates were based on a combination of recent experience data and pricing assumptions. The Phoenix Traditional business includes a block of corporate owned life insurance ("COLI") policies issued between 1997 and 1999 on a guaranteed basis. No credible mortality experience is available for this business. Assumed mortality rates for these policies are based on the reinsurance premium rates charged to Phoenix for this business. Policy Persistency The lapse assumptions used in the Closed Block funding are generally based on recent lapse experience for Phoenix Traditional business. The assumptions vary by type of policy and duration since issue. In general, lapse assumptions for single life policies were developed from a lapse study performed by the Company covering the period 1996 to 1998. The exception to this statement is term insurance plans issued since 1996, for which there is insufficient credible lapse experience data available. The lapse assumptions for these plans are based on pricing assumptions. Lapse assumptions for multi-life and COLI policies are based on pricing assumptions. The lapse studies performed by the Company include conversions to reduced paid-up insurance or ETI within the definition of "lapse". For modeling purposes, all lapses are assumed to be paid in cash. Page 10 of 32 Closed Block Memorandum 53 Exhibit A to the Plan of Reorganization Excess Lapses on Paid-up Additions and Dividend Accumulations In addition to the lapses/surrenders included in the above descriptions, excess withdrawals on paid-up addition and dividend accumulation balances were assumed, based on recent experience. Such withdrawals are generally made to cover premiums due. Term Conversions A policyholder exercising a conversion option under a policy included in the Closed Block will be issued a new policy, assumed to be outside of the Closed Block, and the original term policy will terminate. The lapse assumptions described above do not include a provision for policies lapsing due to the exercise of a conversion option. No additional decrement for term conversions is assumed because these conversions are minimal. The December 31, 1999 term conversion reserves held on account of additional mortality expected from policies converted prior to January 1, 2000 and converted to policies included in the Closed Block were modeled as a miscellaneous liability as described below. Policy Loan Utilization Policy loan utilization rates were developed as of December 31, 1999 from historical data for Phoenix Traditional business. Loan balances were projected as a level percent of total policy cash value including paid-up additions and dividends left to accumulate. Dividend credited interest rates vary by loan interest rate and policy type (certain policies were designed to maximize the loan amount available). Therefore, utilization percentages were calculated separately by loan interest rate and policy type. Variable loan rates charged were projected at 7.61% for 2000 and 7.78% thereafter, consistent with rates in effect on December 31, 1999. Where appropriate, dividends were adjusted based on loan utilization. Dividends Dividends reflect the 2000 scale for dividends payable subsequent to January 1, 2000, including terminal dividends. Terminal dividends are paid on death, surrender and maturity for most Phoenix Traditional single life business and some multi-life business. Pro-rata policy dividends are paid on deaths, but not on surrenders. Page 11 of 32 Closed Block Memorandum 54 Exhibit A to the Plan of Reorganization Dividend Option Utilization Dividend option utilization rates vary by product type and issue year and were developed from actual data as of December 31, 1999. It was assumed that 100% of dividends on paid-up additions are applied to purchase paid-up additions. Expenses and Taxes (other than Federal Income Tax) The only expenses considered in the model for the Closed Block are state and local premium and income taxes, which are assumed to equal 1.81% of cash premiums based on recent experience. Commissions Commissions will not be charged to the Closed Block and none has been assumed in the funding calculations. Reserves Terminal reserves and net premium factors were either input or calculated for each model cell based on the valuation basis and method. Year end reserves are calculated as mean reserves. Tax Reserves Terminal tax reserves and net premium factors were either input or calculated for each model cell based on the valuation basis and method. Year-end tax reserves are calculated as mean reserves. Federal Income Tax Federal Income Tax was calculated assuming a tax rate of 35% and reflects the difference between statutory reserves and tax reserves as described previously. Changes in dividend apportionment liability were assumed to affect statutory income but not taxable income. Differences between the tax and statutory values on assets in the Closed Block were reflected. The equity tax rate was assumed to be zero. Page 12 of 32 Closed Block Memorandum 55 Exhibit A to the Plan of Reorganization In calculating the DAC tax, the following assumptions were made: a. Dividends used to purchase term or permanent paid-up additions are not treated as premiums for DAC. b. Dividends applied to dividend accumulations are not treated as premiums for DAC. c. Dividends used to reduce premiums are treated as deductible for the DAC tax. The DAC proxy tax was calculated by deferring expenses of 7.7% of life premiums less dividends used to reduce premiums. The DAC amortization period is ten years. Reinsurance Ceded Since late 1998, Phoenix Home Life has ceded approximately 80% of the mortality risk on Phoenix Traditional business via a series of first-dollar quota share, yearly renewable term ("YRT") reinsurance treaties. Cash flows associated with these treaties will be charged or credited to the Closed Block. Such cash flows were reflected in the Closed Block funding calculations, generally by assuming a net reinsurance cost equal to a percentage of reinsurance premiums payable. The Phoenix Traditional business is also subject to excess of retention reinsurance. The projected net cost of this reinsurance was reflected in the Closed Block funding calculations. Miscellaneous The vast majority of the Closed Block funding was calculated based on detailed cell based models using the assumptions described above. Alternative methods of funding were developed for other smaller Closed Block liabilities and are summarized below. - Aggregate Simplified Models Simplified single cell models were developed to calculate Closed Block funding for Waiver of Premium, Accidental Death Benefit and Term Riders. For each of these, recent data were used to develop high level assumptions to estimate insurance cash flows, including the run-off of existing reserve balances. Premium tax and Federal Income Tax were calculated using the assumptions outlined above. Funding amounts were calculated using a discount rate equal to the after-tax reinvestment rate. Page 13 of 32 Closed Block Memorandum 56 Exhibit A to the Plan of Reorganization - Liabilities Funded based on Modeled Funding Ratio For some liabilities, funding is expected to be similar to that of the modeled liabilities and was calculated by applying the modeled funding ratio to the liability balance. Such liabilities include: - Substandard Reserves - Term and Group Conversion Reserves - Dividend Accumulation Accrued Interest - Miscellaneous Reserves. - Liabilities Funded at 100% These liabilities include items where cash flow equal to the reserve balance is anticipated to be paid in the near term. This would include: - Advance Premiums (reduced or netted with premium tax already paid on these premiums) - Dividends Due and Unpaid - Uncollected Premiums (net of premium tax and Federal Income Tax) - Accrued Claims. Extended term insurance policies and a small block of term policies for which there is not a currently payable dividend scale were also funded at 100% of the reserve balance. - Liabilities Funded at 0% These liabilities include items for which there is no associated cash flow, or the cash flow is reflected elsewhere in the models. Such liabilities include: - Immediate Payment of Claim (IPC) Reserves - Deficiency Reserves - Other Exhibit 8G Reserves. Page 14 of 32 Closed Block Memorandum 57 Exhibit A to the Plan of Reorganization III. LIABILITY ASSUMPTIONS USED IN DETERMINING CLOSED BLOCK FUNDING - HOME LIFE TRADITIONAL The Home Life Traditional ordinary business consists of participating permanent and term policies issued from the early 1920s through 1992 (the year of the merger between Phoenix Mutual and Home Life) with unit-based guaranteed cash values set in accordance with the Standard Nonforfeiture Law. The in-force population is comprised almost entirely of single life policies, and a variety of endowments, death benefits and premium payment options have been offered over time. Sex distinctions have been made since 1964, and discounts for nonsmokers have been offered since 1969. A small proportion of substandard risks has been insured, generally at higher premium rates. Premium levels have generally been fixed at issue for most permanent and term plans. Ancillary benefits (e.g., disability waiver, accidental death) with small, fixed premiums and minimal surrender values have also been available with most base life insurance plans. Policyholders may elect to receive dividends in cash, accumulate dividends with interest, apply dividends to reduce premiums or apply them towards the purchase of additional insurance. Term policies generally have a period of time to convert to permanent coverage without providing evidence of insurability. Additional guaranteed insurability rights have been granted to individuals covered under group plans. Policies on nonforfeiture may be converted to dividend-paying reduced paid-up insurance, guaranteed cost extended term insurance ("ETI") or continue as premium paying business through automatic premium loans. The factors comprising the assumed experience underlying the calculation of Closed Block funding for the Home Life Traditional business are as follows: Mortality Mortality rates are expressed as percentages of the 1975-1980 Basic Mortality Tables. The percentages vary by gender, smoking status and issue era. Page 15 of 32 Closed Block Memorandum 58 Exhibit A to the Plan of Reorganization Mortality studies of the Home Life Traditional business are unavailable. Closed Block funding assumptions were based on the corresponding Phoenix Traditional assumptions, adjusted to reflect differences in aggregate recent experience between Home Life Traditional and Phoenix Traditional business. Policy Persistency The lapse assumptions used for Home Life Traditional business vary by type of policy (permanent versus term) and duration since issue. The lapse rates are based on assumptions used in an actuarial appraisal of the Home Life business performed at the time of the merger in 1992, adjusted to reflect aggregate recent lapse experience for Home Life Traditional business. Detailed lapse studies of this business are unavailable. All lapses are assumed to be paid in cash. Excess Lapses on Paid-up Additions and Dividend Accumulations No excess withdrawals on paid-up addition and dividend accumulation balances were assumed for Home Life Traditional business. The predominant reason for excess withdrawals is to fund premium payments and this activity is not significant for Home Life business. Term Conversions A policyholder exercising a conversion option under a policy included in the Closed Block will be issued a new policy, assumed to be outside of the Closed Block, and the original term policy will terminate. The lapse assumptions described above include a provision for policies lapsing due to the exercise of a conversion option. Therefore, no additional decrement for term conversions is required. The December 31, 1999 term conversion reserves held on account of additional mortality expected from policies converted prior to January 1, 2000 and converted to policies included in the Closed Block were modeled as a miscellaneous liability as described below. Page 16 of 32 Closed Block Memorandum 59 Exhibit A to the Plan of Reorganization Policy Loan Utilization Policy loan utilization rates were developed using actual data as of December 31, 1999. Loan balances were projected as a level percent of total policy cash value including paid-up additions and dividends left to accumulate. Dividend credited interest rates vary by loan interest rate. Therefore, utilization percentages were calculated separately for each loan interest rate. Variable loan rates charged were projected at 7.61% for 2000 and 7.78% thereafter, consistent with rates in effect on December 31, 1999. Where appropriate, dividends are adjusted based on loan utilization. Dividends Dividends reflect the 2000 scale for dividends payable subsequent to January 1, 2000, including terminal dividends. Terminal dividends are paid on death, surrender and maturity for Home Life Traditional business. Pro-rata policy dividends are paid on deaths for policies issued prior to approximately 1948, but not on surrenders or on deaths for policies issued after this date. Dividend Option Utilization Dividend option utilization rates vary by product type and issue year and were based on actual data as of December 31, 1999. It was assumed that 100% of dividends on paid-up additions are applied to purchase paid-up additions. Expenses and Taxes (other than Federal Income Tax) The only expenses considered in the model for the Closed Block are state and local premium and income taxes, which are assumed to equal 1.81% of cash premiums based on recent experience. Commissions Commissions will not be charged to the Closed Block and none has been assumed in the funding calculations. Page 17 of 32 Closed Block Memorandum 60 Exhibit A to the Plan of Reorganization Reserves Terminal reserves and net premium factors were either input or calculated for each model cell based on the valuation basis and method. Year end reserves are calculated as mean reserves. Tax Reserves Terminal tax reserves and net premium factors were either input or calculated for each model cell based on the valuation basis and method. Year-end tax reserves are calculated as mean reserves. Federal Income Tax Federal Income Tax was calculated assuming a tax rate of 35% and reflects the difference between statutory reserves and tax reserves as described previously. Changes in dividend apportionment liability were assumed to affect statutory income but not taxable income. Differences between the tax and statutory values on assets in the Closed Block were reflected. The equity tax rate was assumed to be zero. In calculating the DAC tax, the following assumptions were made: a. Dividends used to purchase term or permanent paid-up additions are not treated as premiums for DAC. b. Dividends applied to dividend accumulations are not treated as premiums for DAC. c. Dividends used to reduce premiums are treated as deductible for the DAC tax. The DAC proxy tax was calculated by deferring expenses of 7.7% of life premiums less dividends used to reduce premiums. The DAC amortization period is ten years. Reinsurance Ceded A small amount of excess reinsurance applies to Home Life Traditional business. The projected net cost of this reinsurance was reflected in the Closed Block funding calculations. The first-dollar quota share reinsurance treaties that cover Phoenix Traditional and CLIC Traditional business do not cover the Home Life Traditional business. Page 18 of 32 Closed Block Memorandum 61 Exhibit A to the Plan of Reorganization Miscellaneous The vast majority of the Closed Block funding was calculated based on detailed cell based models using the assumptions described above. Alternative methods of funding were developed for other smaller Closed Block liabilities and are summarized below. - Aggregate Simplified Models Simplified single cell models were developed to calculate Closed Block funding for Waiver of Premium, Accidental Death Benefit and Term Riders. For each of these, recent data were used to develop high level assumptions to estimate insurance cash flows, including the runoff of existing reserve balances. Premium tax and Federal Income Tax were calculated using the assumptions outlined above. Funding amounts were calculated using a discount rate equal to the after-tax reinvestment rate. - Liabilities Funded based on Modeled Funding Ratio For some liabilities, funding is expected to be similar to that of the modeled liabilities and was calculated by applying the modeled funding ratio to the liability balance. Such liabilities include: - Substandard Reserves - Term and Group Conversion Reserves - Dividend Accumulation Accrued Interest - Miscellaneous Reserves. - Liabilities Funded at 100% These liabilities include items where cash flow equal to the reserve balance is anticipated to be paid in the near term. This would include: - Advance Premiums (reduced or netted with premium tax already paid on these premiums) - Dividends Due and Unpaid - Uncollected Premiums (net of premium tax and Federal Income Tax) - Accrued Claims. Extended term insurance policies were also funded at 100% of the reserve balance. Page 19 of 32 Closed Block Memorandum 62 Exhibit A to the Plan of Reorganization - Liabilities Funded at 0% These liabilities include items for which there is no associated cash flow, or the cash flow is reflected elsewhere in the models. Such liabilities include: - Immediate Payment of Claim (IPC) Reserves - Deficiency Reserves - Other Exhibit 8G Reserves. IV. LIABILITY ASSUMPTIONS USED IN DETERMINING CLOSED BLOCK FUNDING - CLIC TRADITIONAL The CLIC Traditional ordinary business consists of participating permanent and term policies assumed by Phoenix Home Life on December 31, 1997. At the time of acquisition, CLIC single life, traditional, dividend-paying policies were converted to a Phoenix Home Life interest sensitive whole life policy form. Since this contract does not pay dividends, these policies are excluded from the Closed Block. The majority of multi-life CLIC traditional, dividend-paying policies were converted to a Phoenix Home Life traditional, dividend-paying policy form. These policies are included in the Closed Block. A small number (approximately 50) of the CLIC multi-life policyholders declined to convert to the Phoenix multi-life, dividend-paying policy form and their policies continue to be based on the structure of the original CLIC policies. However, there is no expectation that dividends will be paid in the future for these policies. The non-converting policies are included in the Closed Block for administrative convenience. The factors comprising the assumed experience underlying the calculation of Closed Block funding for the CLIC Traditional business are as follows: Mortality Mortality rates are expressed as percentages of the 1975-1980 Basic Mortality Tables. The percentages vary by policy type, smoking status and issue era. The percentages were developed from aggregate experience for CLIC business over the period 1995 to 1999. Page 20 of 32 Closed Block Memorandum 63 Exhibit A to the Plan of Reorganization Policy Persistency The ultimate lapse assumptions used for CLIC Traditional business are the assumptions used by Phoenix Home Life in setting the current dividend scales. These rates vary by policy type (permanent versus term), but not by policy duration. The rates are based on those used by Phoenix Home Life to price the CLIC acquisition. Prior to Phoenix Home Life's acquisition of this business, a moratorium on surrenders had been in effect for over three years. The moratorium continued for six months following the acquisition and was then lifted. Phoenix Home Life anticipated that lapse rates would be temporarily high for a period following expiry of the moratorium. Actual lapse experience during the second half of 1998 and 1999 was significantly higher than implied by the ultimate lapse assumptions. The lapse rates used for Closed Block funding are based on the assumption that lapse experience will improve from the levels observed in 1998 and 1999 to the ultimate rates over the period 2000 to 2003. Excess Lapses on Paid-up Additions and Dividend Accumulations In addition to the lapses/surrenders included in the above descriptions, excess withdrawals on paid-up addition balances were assumed, based on recent experience. There are virtually no dividend accumulation balances attached to CLIC Traditional policies, therefore no excess dividend accumulation lapse assumption was required. Term Conversions The lapse assumptions for CLIC Term business are based on the original appraisal work. There is no explicit provision for policies lapsing due to the exercise of a conversion option. However, due to the size of the CLIC Term business, conversions are expected to be minimal. Policy Loan Utilization Policy loan utilization rates were developed using actual data as of December 31, 1999. Loan balances were projected as a level percent of total policy cash value including paid-up additions and dividends left to accumulate. Variable loan rates charged were projected at 7.61% for 2000 and 7.78% thereafter, consistent with rates in effect on December 31, 1999. Page 21 of 32 Closed Block Memorandum 64 Exhibit A to the Plan of Reorganization Dividends Dividends reflect the 2000 scale for dividends payable subsequent to January 1, 2000. Terminal dividends are not currently paid for CLIC Traditional business. Pro-rata policy dividends are paid on deaths, but not on surrenders. Dividend Option Utilization Dividend option utilization rates vary by product type and were based on actual data as of December 31, 1999. It was assumed that 100% of dividends on paid-up additions are applied to purchase paid-up additions. Expenses and Taxes (other than Federal Income Tax) The only expenses considered in the model for the Closed Block are state and local premium and income taxes, which are assumed to equal 1.81% of cash premiums based on recent experience. Commissions Commissions will not be charged to the Closed Block and none has been assumed in the funding calculations. Reserves Terminal reserves and net premium factors were either input or calculated for each model cell based on the valuation basis and method. Year end reserves are calculated as mean reserves. Tax Reserves Terminal tax reserves and net premium factors were either input or calculated for each model cell based on the valuation basis and method. Year-end tax reserves are calculated as mean reserves. Federal Income Tax Federal Income Tax was calculated assuming a tax rate of 35% and reflects the difference between statutory reserves and tax reserves as described previously. Changes in dividend apportionment liability were assumed to affect statutory income but not taxable income. Page 22 of 32 Closed Block Memorandum 65 Exhibit A to the Plan of Reorganization Differences between the tax and statutory values on assets in the Closed Block were reflected. The equity tax rate was assumed to be zero. In calculating the DAC tax, the following assumptions were made: a. Dividends used to purchase term or permanent paid-up additions are not treated as premiums for DAC. b. Dividends applied to dividend accumulations are not treated as premiums for DAC. c. Dividends used to reduce premiums are treated as deductible for the DAC tax. The DAC proxy tax was calculated by deferring expenses of 7.7% of life premiums less dividends used to reduce premiums. The DAC amortization period is ten years. Reinsurance Ceded Since January 1, 1998, Phoenix Home Life has ceded approximately 80% of the mortality risk on CLIC Traditional business via a series of quota share, yearly renewable term ("YRT") reinsurance treaties. Cash flows associated with this arrangement will be charged or credited to the Closed Block. Such cash flows were reflected in the Closed Block funding for this business. The CLIC Traditional business is not subject to any other reinsurance agreements. Miscellaneous The vast majority of the Closed Block funding was calculated based on detailed cell based models using the assumptions described above. Alternative methods of funding were developed for other smaller Closed Block liabilities and are summarized below. - Aggregate Simplified Models Simplified single cell models were developed to calculate Closed Block funding for Waiver of Premium, Accidental Death Benefit and Term Riders. For each of these, recent data was used to develop high level assumptions to estimate insurance cash flows, including the runoff of existing reserve balances. Premium tax and Federal Income Tax were calculated using the assumptions outlined above. Funding amounts were calculated using a discount rate equal to the after-tax reinvestment rate. Page 23 of 32 Closed Block Memorandum 66 Exhibit A to the Plan of Reorganization - Liabilities Funded based on Modeled Funding Ratio For some liabilities, funding is expected to be similar to that of the modeled liabilities and is calculated by applying the modeled funding ratio to the liability balance. Such liabilities include: - Substandard Reserves - Miscellaneous Reserves. - Liabilities Funded at 100% These liabilities include items where cash flow equal to the reserve balance is anticipated to be paid in the near term. This would include: - Advance Premiums (reduced or netted with premium tax already paid on these premiums) - Dividends Due and Unpaid - Uncollected Premiums (net of premium tax and Federal Income Tax) - Accrued Claims. The small block of policies that continue to be based on the structure of the original CLIC policies were also funded at 100% of the reserve balance. - Liabilities Funded at 0% These liabilities include items for which there is no associated cash flow, or the cash flow is reflected elsewhere in the models. Such liabilities include: - Immediate Payment of Claim (IPC) Reserves - Deficiency Reserves - Other Exhibit 8G Reserves. Page 24 of 32 Closed Block Memorandum 67 Exhibit A to the Plan of Reorganization V. ASSET ASSUMPTIONS USED IN DETERMINING CLOSED BLOCK FUNDING The asset assumptions used in the calculation of Closed Block funding are as follows: Default Costs Default costs are assessed by reducing asset investment income each year. Projected default costs for the assets included in the Closed Block as of January 1, 2000 are shown below.
APPROX. ANNUAL DEFAULT NAIC MOODY CHARGE ASSET RATING RATING (BASIS POINTS) BONDS 1 A and higher 4 2 Baa 20 3 Ba 101 COMMERCIAL MORTGAGES All All 40
Calls and Prepayments No calls were projected for public callable bonds, and the overall book yields and coupon rates have been reduced to reflect the cost of the call option. The reduction in yields is reflected by increasing the asset default assumption, from the table above, for all bonds. Prepayments for mortgage-backed securities were projected using an industry-recognized proprietary prepayment model (CMS Bondedge). Private placement bonds were treated as noncallable for cash flow modeling purposes because they include make-whole provisions which compensate the investor for early repayment. Mortgage prepayments were not modeled because most of the commercial mortgages held by Phoenix Home Life include lockout and yield maintenance provisions based on treasury flat discount rates, which compensate the investor for prepayment. Yield Curve For the purpose of generating prepayments for mortgage-backed securities, a continuation of the December 31, 1999 yield curve was assumed. Page 25 of 32 Closed Block Memorandum 68 Exhibit A to the Plan of Reorganization Investment Expenses Internal investment management expenses will not be charged to the Closed Block and were not reflected in the Closed Block funding calculations. Reinvestment Rates Separate reinvestment rates were developed for the three sub-lines of Closed Block business, as shown below. In each case, the reinvestment rate is the gross investment return rate (net of a provision for defaults) underlying the current dividend scale.
Sub-line Reinvestment Rate -------- ----------------- Phoenix Traditional 7.626% Home Life Traditional 7.690% CLIC Traditional 7.040%
VI. BASIS FOR CHARGING CERTAIN EXPENSES, PREMIUM TAXES, AND STATE AND LOCAL INCOME TAXES AFTER THE CLOSED BLOCK IS ESTABLISHED Cash shall be withdrawn from the Closed Block for certain charges and taxes in accordance with the following criteria: Premium Tax State and local premium tax and franchise tax and any similar tax imposed now or in the future in addition to or in lieu of the existing taxes will be charged to the Closed Block. The Closed Block will also be charged for guaranty assessments and receive any applicable benefit from these guaranty assessment credits against premium tax. The taxes and assessments charged to the Closed Block for each year will be based on the incurred liability for these taxes and assessments reported each year in the Annual Statement. The above taxes will be allocated to the Closed Block using a methodology that reflects the proportion of total premiums contained in the Closed Block. Page 26 of 32 Closed Block Memorandum 69 Exhibit A to the Plan of Reorganization State and Local Income Tax The Closed Block will be charged for all applicable state and local income tax, value-added tax or similar tax imposed now or in the future. The taxes charged to the Closed Block for each year will be based on the incurred liability for these taxes reported each year in the Annual Statement. The above taxes will be allocated to the Closed Block using a methodology that reflects the proportion of total premiums contained in the Closed Block. Charges with Respect to Closed Block Policies Issued after December 31, 1999 Funding adjustment charges for new policies issued on or after the Closed Block Funding Date (January 1, 2000) but before the Effective Date will be deducted. Such charges shall be as adopted by the Board of Directors of Phoenix Home Life and as approved by the New York Superintendent. The charges will vary by product and will be expressed as a combination of dollars per unit of face amount issued, plus percentage of paid-up addition premium issued. Funding adjustment charges represent the estimated excess of the present value of premiums over the present value of benefits (including dividends) plus those expenses to be charged to the Closed Block. These are the amounts that would not be necessary to fund for if the business were already in force on January 1, 2000. Settlements of Class Action Litigation The Company has settled the class action lawsuit in Michels et al vs. Phoenix Home Life Mutual Insurance Company filed in New York State Supreme Court in Albany, New York in September 1995 ("Michels"). This suit alleged improper sales practices including "Vanishing Premium", "Retirement Claims" and "Replacement Claims". The details of that settlement are contained in the Stipulation of Settlement, as amended, approved by the court on August 6, 1996. The settlement of the Michels case requires various policy enhancements both as part of the General Policy Relief ("GPR") and as part of Alternative Dispute Resolution ("ADR"). Some of the policies awarded this relief will be in the Closed Block. Page 27 of 32 Closed Block Memorandum 70 Exhibit A to the Plan of Reorganization The general principle that has been followed in establishing and funding the Closed Block is that the expenses of litigation settlement are not a charge to the Closed Block, and no additional funding has been provided for those expenses. However, for simplicity of accounting, certain amounts should be paid from the Closed Block or added to policies in the Closed Block. For all such relief granted, the Company will pay cash to the Closed Block at the end of each calendar quarter to reflect all relief granted during that quarter, plus interest, so that the Closed Block is made whole. This leaves the Company, rather than the Closed Block, carrying the risk that the cost of settling this litigation may ultimately be more than the current litigation reserves. Closed Block Policies Receiving Policy Credits As soon as practical after the Effective Date, the Company will contribute to the Closed Block assets with a value equal to the value of those policy credits, plus interest, expressed in cash terms, granted with respect to Closed Block policies. Funding Level Adjustments In the event that, subsequent to the establishment of the Closed Block, errors are discovered in the initial funding calculations, or the data underlying such calculations, such that the amount of initial assets set forth in this Closed Block Memorandum is less than the amount that would had resulted had the errors not occurred, then, as soon as practical after the Effective Date, the Company will contribute to the Closed Block assets with a value equal to the amount of the initial asset shortfall, plus interest. VII. BASIS FOR CHARGING FEDERAL INCOME TAXES TO THE CLOSED BLOCK, AFTER THE CLOSED BLOCK IS ESTABLISHED There is no intention that this section will have any impact on the overall tax liabilities of Phoenix Home Life. A. Computation of Federal Tax Liability of Closed Block A Federal Income Tax liability will be determined for the Closed Block Business as if the Closed Block were a separate insurance company with the same character as Phoenix Home Life under the Internal Revenue Code ("IRC") (having only those items, and amounts, of income, gain, loss and expense as are provided for in the Plan of Reorganization or in Section Page 28 of 32 Closed Block Memorandum 71 Exhibit A to the Plan of Reorganization III above) filing separate Federal tax returns for each taxable year after the Closed Block Funding Date. Items such as expenses not charged to the Closed Block are ignored for the calculation of tax to be charged to the Closed Block. Both charges for any foreign income taxes and foreign income tax credits against the Federal Income Tax are recognized and allocated. This hypothetical Closed Block tax calculation will be based on the following: 1. The tax rate will be the applicable maximum corporate income tax rate or rates to which Phoenix Home Life is subject for the year in question on capital gains and other types of income. 2. Ordinary taxable income (loss) for the Closed Block will be calculated according to then applicable tax law. (Taxable gain currently is approximately the statutory gain from operation after policyholder dividends but excluding any effect of IMR, less (plus) the increase (decrease) in net due and deferred premiums, plus (less) the increase (decrease) in statutory reserves, less (plus) the increase (decrease) in tax reserves calculated under IRC Section 807, plus capitalized policy acquisition expense arising under IRC Section 848 described in (5) below, less amortization of such amounts, plus (less) the increase (decrease) in policyholder dividend liability. Tax reserves are net of due and deferred premiums.) 3. Taxable realized capital gains (losses) are equal to statutory gains (losses), excluding any effect of IMR, and excluding any non-deductible investment valuation adjustments included in statutory realized gains (losses), and recorded after 1999, plus (less) the basis effect of Investment Adjustments (defined below) occurring subsequent to the assets being placed in the Closed Block. Investment Adjustments shall represent differences between statutory gain from operations and taxable income related to the investments of the Closed Block, including but not limited to, discount and premium adjustments, non-admitted interest, bad debt expense, and the company's share of the corporate dividends received deduction and tax-exempt interest. Page 29 of 32 Closed Block Memorandum 72 Exhibit A to the Plan of Reorganization 4. There will be no charge for tax under Section 809 of the Internal Revenue Code. That is, the deduction for dividends paid shall not be limited by Section 809 of the Internal Revenue Code in the separate tax calculation for the Closed Block. 5. Any tax benefits attributable to assets allocated to the Closed Block (e.g., the dividends received deduction) shall be allocated to the Closed Block in computing the separate return tax liability. If an asset is allocated in part to the Closed Block and in part to the remainder of Phoenix Home Life (or an affiliate of Phoenix Home Life), then the tax benefits attributable to that asset shall be allocated pro rata. Any "intercompany transactions and distributions" between the Closed Block and the "open block" (or any affiliate of Phoenix Home Life) will be recognized in determining the Closed Block separate return tax liability, without regard to consolidated tax return principles and whether or not such transactions are deferred or actually recognized for Federal tax purposes. Section 848 of the Internal Revenue Code (relating to the capitalization of policy acquisition expense) will be taken into account by increasing the Closed Block's taxable income by an amount equal to the "specified policy acquisition expense" under Section 848(c)(1) (determined without regard to any limitation based on the amount of the Closed Block's "general deductions") and allowing an amortization deduction in a corresponding amount ratably over a 120-month period as provided in Section 848(a). In the event of a major change in the Federal taxation of insurance companies or of Phoenix Home Life (e.g., a change from an income tax to a premium tax or value-added tax), the tax charge to the Closed Block will be re-evaluated in a manner that is consistent with the new tax basis and fair to all the policyholders, subject to the approval of the New York Superintendent of Insurance. 6. In the event that Phoenix Home Life is subject to the alternative minimum tax, alternative taxable income will be computed as described above modified by AMT adjustments and preferences and adjusted current earnings adjustment. Page 30 of 32 Closed Block Memorandum 73 Exhibit A to the Plan of Reorganization B. Charges to the Closed Block for its Positive Separate Return Tax Liability The Closed Block will be charged an amount equal to the Closed Block's positive separate return tax liability not later than 90 days after the filing of the consolidated Federal Income Tax return. If payments of estimated Federal Income Tax are at any time required to be made to the Internal Revenue Service, then the Closed Block will be charged the estimated amount of its share (based on the payments which would have been required of the Closed Block on a separate return basis) by the due date for such required payment. The Closed Block will be credited for any excess of prior estimated payments over the final actual payment required for a year. C. Credit to Closed Block for Losses and Associated Tax Benefits The Closed Block will be credited an amount equal to the reduction in taxes, if any, arising from losses from operations, capital losses and tax credits. The credit for the Closed Block's negative separate return liability will be made whether or not such losses would actually reduce the tax liability of Phoenix Home Life or of any affiliated group of which Phoenix Home Life is a member. The credit for Closed Block net capital loss will be made whether or not such losses would actually reduce the tax liability of Phoenix Home Life or any affiliated group of which Phoenix Home Life is a member. Charges and credits to the Closed Block will be made no later than 90 days after the filing of the consolidated Federal Income Tax return. As stated above, the Closed Block will be credited an amount equal to the tax credits allocated to the Closed Block. Tax credits shall be allocated between the Closed Block and the remainder of the Company (or any affiliates) in accordance with the basis giving rise to the tax credits. For example, foreign tax credits shall be allocated in accordance with the assets giving rise to such credits. If the Company is unable to determine the basis giving rise to the credit, then the credit shall be allocated in such other manner as is fair to all of the policyholders. D. Audit Adjustments Phoenix Home Life may be audited by the Internal Revenue Service, with resulting adjustments to its tax liability that could affect the Closed Block. Phoenix Home Life will allocate the tax expense arising from audits among all policyholders in a fair and reasonable Page 31 of 32 Closed Block Memorandum 74 Exhibit A to the Plan of Reorganization manner. Any compromises involving issues that affect the Closed Block policyholders will reasonably and fairly take into account the impact on all policyholders. 1. In the event of an adjustment to the Federal Income Tax return for Phoenix Home Life for a tax period commencing with or after the Closed Block Funding Date (e.g., arising from an audit by the Internal Revenue Service (the "Service"), an amended return or a claim for refund allowed by the Service), Phoenix Home Life shall recompute the separate return tax liability for the Closed Block pursuant to the procedures set forth in Section A above. 2. If the adjustments result in an increase in the separate return tax liability for the Closed Block for the tax year in question, the Closed Block shall be charged in an amount equal to the increase in the separate return tax liability on the date that such additional tax liability is paid by Phoenix Home Life to the Service. If the adjustments result in an increase in the separate return tax liability for the Closed Block and include statutory interest, additions to tax, or penalties that are attributable, in whole or in part, to the increase in the separate return tax liability for the Closed Block, the Closed Block shall also be charged for its allocable share of those amounts on the same date that it is charged for the increase in the Federal Income Tax liability. In no event, however, shall the Closed Block be charged for any amounts attributable to taxable periods prior to the Closed Block Funding Date. 3. In the event that the adjustments to the Federal Income Tax return result in a decrease in the separate return tax liability for the Closed Block, the Closed Block shall be credited in an amount equal to the decrease (together with the allocable portion of any interest refunded with the decrease in tax) on the date that such amount is paid by the Service. In the event that a subsequent adjustment results in a reduction in the amount credited to the Closed Block under this section, such later adjustment shall be charged to the Closed Block in accordance with the procedures set forth in the preceding paragraph. In no event shall the Closed Block be credited for any reduction in Federal Income Tax liability relating to taxable periods prior to the Closed Block Funding Date. Page 32 of 32 Closed Block Memorandum 75 Exhibit B to the Plan of Reorganization PHOENIX TRADITIONAL -------------------------------------------------------------------------------
PLAN DESCRIPTION WHOLE LIFE/ENDOWMENT 0300 Endowment at 85 1000 Life 1926 1003 Modified Life 1500 Life 1921 2000 Life 2090 G Family Security 2185 G RET INC at 65 M 2585 G PROT RET INC at 65 M 2590 G PROT RET INC at 70 M 3000 Life 3002 ECON PROT LIFE 1948 3065 Life Paid UP at 65 1948 3067 Life Paid UP at 65 1955 3083 Life RET at 65 Spec 3087 Executive 25 M 3089 Balanced Benefit Life M 3091 Balanced Benefit Life M 3092 Balanced Benefit Life F 3093 Executive Equity Protector M 3094 Executive Equity Protector F 3095 Major Prot Life 25 Min M 3096 Executive Equity Protector M 3097 Major Prot Life 15 Min M 3098 Executive 25 M 3155 Ret Inc at 55 M 1960 3156 Ret Inc at 55 F 1960 3161 Ret Inc at 60 F 1960 3165 Ret Inc at 65 M 1960 3166 Ret Inc at 65 F 1960 3175 Ret Inc at 55 M 1948 3176 Ret Inc at 55 F 1948 3180 Ret Inc at 60 M 1948 3181 Ret Inc at 60 F 1948 3185 Ret Inc at 65 M 1948 3186 Ret Inc at 65 F 1948 3190 Ret Inc at 70 M 1948 3260 Endowment at 60 3265 Endowment at 65 3290 Splt Fnd Ret Plan Bef PR Chg 3360 Endowment at 60 3365 Endowment at 65 3374 Endowment at 74 3375 Endowment at 75 3376 Endowment at 76 3377 Endowment at 77 3378 Endowment at 78 3379 Endowment at 79 3380 Endowment at 80
Page 1 of 15 Closed Block Business 76 Exhibit B to the Plan of Reorganization PHOENIX TRADITIONAL -------------------------------------------------------------------------------
PLAN DESCRIPTION 3381 Endowment at 81 3382 Endowment at 82 3383 Endowment at 83 3384 Endowment at 84 3385 Endowment at 85 3390 Endowment at 90 3580 PROT RET INC at 60 M 3581 PROT RET INC at 60 F 3583 PROT RET INC OPT RET M 3584 PROT RET INC OPT RET F 3585 PROT RET INC at 65 M 3586 PROT RET INC at 65 F 3587 PROT RET INC M 3588 PROT RET INC F 3590 PROT RET INC at 70 M 3591 PROT RET INC at 70 F 3603 Econ Prot Life 1959 3650 Estate Builder Aft Face Inc 3651 Juv Est Builder Aft Face Inc 3675 Juvenile Life 3684 Juvenile Ret inc at 55 M 3685 Juvenile Ret inc at 55 F 3686 Juvenile Ret inc at 60 M 3687 Juvenile Ret inc at 60 F 3688 Juvenile Ret inc at 65 M 3689 Comprehensive Benefit Life M 3693 Maximum Equity Protector M 3695 Major Protective Life F 3696 Executive Equity Protector F 3697 Major Protective Life 15 Min F 4000 Full Life Paid 4155 Ret INC at 55 REG 4165 Ret INC at 65 REG 4180 Ret INC at 60 SPEC 4185 Ret INC at 65 SPEC 4765 Ret INC ANN at 65 5000 Life 5065 Life Paid up at 65 5175 Ret INC at 55 M 5180 Ret INC at 60 M 5181 Ret INC at 60 F 5185 Ret INC at 65 M 5186 Ret INC at 65 F 5260 Endowment at 60 5265 Endowment at 65 5379 Endowment at 79 5380 Endowment at 80 5385 Endowment at 85
Page 2 of 15 Closed Block Business 77 Exhibit B to the Plan of Reorganization PHOENIX TRADITIONAL -------------------------------------------------------------------------------
PLAN DESCRIPTION 5581 PROT RET INC at 60 F 5585 PROT RET INC at 65 M 5586 PROT RET INC at 65 F 5590 PROT RET INC at 70 M 5675 Juvenile Life 5684 Juvenile Ret inc at 55 M 5686 Juvenile Ret inc at 60 M 5687 Juvenile Ret inc at 60 F 6000 Life 6090 Family Security 6185 V Ret Inc at 65 M 6365 Endowment at 65 6381 Endowment at 81 6382 Endowment at 82 6385 Endowment at 85 6580 Z Prot Ret Inc at 60 M 6585 Z Prot Ret Inc at 65 M 6590 Z Prot Ret Inc at 70 M 7000 Life 7002 Ordinary Life Special 7065 Life Paid up at 65 7090 Executive Equity Protector 7095 Balanced Benefit Life 7390 Endowment at 90 7500 Prot Ret Inc 7650 Estate Builder Aft Face Inc 7690 Splt Fnd Ret Plan Aft PR Chg 8000 Life 8002 Ordinary Life Special 8065 Life Paid up at 65 8090 Executive Equity Protector 8092 Executive Equity Protector 8094 Balanced Benefit Life 8095 Balanced Benefit Life 8096 Comprehensive Benefit Life 8290 Splt Fnd Ret Plan Bef PR Chg 8390 Endowment at 90 8500 Prot Ret Inc Bef Prem Chg 8501 Prot Ret Inc Aft Prem Chg 8650 Estate Builder Aft Face Inc 8690 Splt Fnd Ret Plan Aft PR Chg 9000 Full Paid Life 9155 Ret Inc at 55 Reg 9160 Ret Inc at 60 Reg 9165 Ret Inc at 65 Reg 9170 Ret Inc at 70 Reg 9185 Ret Inc at 65 Spec 9765 Ret Inc Ann at 65
Page 3 of 15 Closed Block Business 78 Exhibit B to the Plan of Reorganization PHOENIX TRADITIONAL -------------------------------------------------------------------------------
PLAN DESCRIPTION A000 Life A002 Ordinary Life Special A003 Financial Plan Builder Ult A030 30 Pay Life A065 Life Paid up at 65 A080 Economaster 1965 A090 Executive Equity Protector A091 Maximum Equity Protector A092 Executive Equity Protector A094 Balanced Benefit Life A095 Balanced Benefit Life A096 Comprehensive Benefit Life A097 Balanced Exec Prot A290 Splt Fnd Ret Plan Bef PR Chg A291 Splt Fnd Ret Guar Iss Bef CG A292 Splfnd Ret Bef PR Chg R125 A390 Endowment at 90 ** A500 Prot Ret Inc Bef Prem Chg A501 Prot Ret Inc Aft Prem Chg A650 Estate Builder Aft Face Inc A690 Splt Fnd Ret Plan Aft PR Chg A691 Splt Fnd Ret Guar Iss Aft CG A692 Splfnd Ret Aft PR Chg R125 B000 Life B002 Ordinary Life Special B030 30 Pay Life B065 Life Paid up at 65 B080 Economaster 1965 B090 Executive Equity Protector B091 Maximum Equity Protector B094 Balanced Benefit Life B095 Balanced Benefit Life B096 Comprehensive Benefit Life B290 Splt Fnd Ret Plan Bef PR Chg B291 Splt Fnd Ret Guar Iss Bef CG B292 Splfnd Ret Bef PR Chg R125 B390 Endowment at 90 ** B500 Prot Ret Inc Bef Chg B501 Prot Ret Inc Aft Prem Chg B650 Estate Builder Aft Face Inc B690 Splt Fnd Ret Plan Aft PR Chg B691 Splt Fnd Ret Guar Iss Aft CG B692 Splfnd Ret Aft PR Chg R125 C145 Pt Ret Inc at 65 C155 Ret Inc at 55 Reg C160 Ret Inc at 60 Reg C165 Ret Inc at 65 Reg C170 Ret Inc at 70 Reg
Page 4 of 15 Closed Block Business 79 Exhibit B to the Plan of Reorganization PHOENIX TRADITIONAL -------------------------------------------------------------------------------
PLAN DESCRIPTION C175 Ret Inc at 55 Spec C180 Ret Inc at 60 Spec C185 Ret Inc at 65 Spec D155 Ret Inc at 55 Reg D160 Ret Inc at 60 Reg D165 Ret Inc at 65 Reg D170 Ret Inc at 70 Reg D175 Ret Inc at 55 Spec D180 Ret Inc at 60 Spec D185 Ret Inc at 65 Spec E000 Life E002 Ordinary Life Special E080 Economaster 1965 F000 Life F002 Ordinary Life Special F080 Economaster 1965 G000 Fully Paid Up: Life G002 Ordinary Life Special G020 20 Pay Life G030 30 Pay Life G063 Estate Builder Bef Face Inc G065 Life Paid up at 65 G070 Section 79 Allocated Balanced Benefit Life G072 Section 79 Allocated Balanced Benefit Life G090 Executive Equity Protector G091 Maximum Equity Protector G094 Balanced Benefit Life G095 Balanced Benefit Life G096 Comprehensive Benefit Life G260 Endowment at 60 (IRA) G265 Endowment at 65 (IRA) G270 Endowment at 70 (IRA) G365 Full-Paid /Paid-Up Endowment at 65 (IRA) G370 Full-Paid /Paid-Up Endowment at 70 (IRA) G650 Estate Builder Aft Face Inc H000 Life H020 20 Pay Life H030 30 Pay Life H063 Estate Builder Bef Face Inc H065 Life Paid up at 65 H070 Section 79 Allocated Balanced Benefit Life H072 Section 79 Allocated Balanced Benefit Life H090 Executive Equity Protector H092 Executive Equity Protector H094 Balanced Benefit Life H095 Balanced Benefit Life H096 Comprehensive Benefit Life H265 Endowment at 65 (IRA)
Page 5 of 15 Closed Block Business 80 Exhibit B to the Plan of Reorganization PHOENIX TRADITIONAL -------------------------------------------------------------------------------
PLAN DESCRIPTION H365 Full-Paid /Paid-Up Endowment at 65 (IRA) H650 Estate Builder Aft Face Inc J000 Life J002 Ordinary Life Special J080 Economaster 1975 K000 Life K002 Ordinary Life Special K080 Economaster 1975 L000 RPU: Ord Life Spec (non-pension) NLP/Graded Premium Life 20 - NLP/10 Pay Life/20 Pay Life/Life Paid Up At 65 L001 RPU: Whole Life (non-pension) NLP-1980, NJ Std, Simplified Underwriting L003 FP - 10 Pay Life/20 Pay Life/Life Paid Up At 65 L005 Single Premium Whole Life L020 20 Pay Life L063 Estate Builder Bef Increase L065 Life Paid up at 65 L096 Comprehensive Benefit Life L165 Ret. Inc. at 65 (pension) L170 Ret. Inc. at 70 (pension) L500 Whole Life (non-pension) NJ STD 1980 L502 Ord. Life Spec. (non-pension) NJ STD L506 Graded Premium Life-20-NJ STD L550 Whole Life(Pension-under $250,000.00) NJ STD L551 Whole Life(Pension-$250,000.00 and over) NJ STD L552 Ord. Life Spec. (pension-$25,000.00 and over) NJ STD L650 Estate Builder Aft Increase L765 Ret. Inc. Ann at 65 (pension) L770 Ret. Inc. Ann at 70 (pension) L800 Whole Life (non-pension) NLP 1975 L900 Whole Life (non-pension) NJ STD 1975 M000 Whole Life (non-pension) NLP 1980 M001 RPU: Whole Life (non-pension) NLP-1980, NJ Std, Simplified Underwriting M003 FP - 10 Pay Life/20 Pay Life/Life Paid Up At 65 M005 Single Premium Whole Life M020 20 Pay Life M063 Estate Builder Bef Increase M065 Life Paid up at 65 M096 Comprehensive Benefit Life M155 Ret. Inc. at 55 (pension) M165 Ret. Inc. at 65 (pension) M170 Ret. Inc. at 70 (pension) M500 Whole Life (non-pension) NJ STD 1980 M502 Ord. Life Spec. (non-pension) NJ STD M506 Graded Premium Life-20-NJ STD M550 Whole Life(Pension-under $250,000.00) NJ STD M551 Whole Life(Pension-$250,000.00 and over) NJ STD
Page 6 of 15 Closed Block Business 81 Exhibit B to the Plan of Reorganization PHOENIX TRADITIONAL -------------------------------------------------------------------------------
PLAN DESCRIPTION M650 Estate Builder Aft Increase M800 Whole Life (non-pension) NLP 1975 M900 Whole Life (non-pension) NJ STD 1975 N000 Economaster RPU N000 Paid-Up N053 3 Yr. Modified Premium Life (pension)-NLP N090 Executive Equity Protector N094 Balanced Benefit (pension-$250,000.00 and over) N095 Balanced Benefit (non-pension) N096 Comprehensive Benefit N553 3 Yr. Modified Premium Life N580 Economaster (non-pension) NJSTD N581 Economaster (pension -$250,000.00 and over) NJSTD N582 Economaster (pension under $250,000.00) NJSTD P000 Paid Up P053 3 Yr. Modified Premium Life (pension)-NLP P090 Executive Equity Protector P094 Balanced Benefit (pension-$250,000.00 and over) P095 Balanced Benefit (non-pension) P096 Comprehensive Benefit P553 3 Yr. Modified Premium Life P580 Economaster (non-pension) NJSTD P581 Economaster (pension -$250,000.00 and over) NJSTD S001 WHL RPU 1986 S065 LPX Non Pen NJ STD S090 EEA = Exec Eq Accum S091 Exec Eq Accum S091 Exec Eq Accum - Dow COLI S500 MLP Non Pen CRVM 1986 S501 MLP2 NP CRVM 1988 S503 WL NP CRVM 1992 S504 GPL 20 NJ Std S510 WL Suc NP CRVM 94 S551 Pension Life Trust T001 LPX Non Pen NJ STD T065 LPX Non Pen NJ STD T090 EEA = Exec Eq Accum T091 Exec Eq Accum T091 Exec Eq Accum - Dow COLI T500 MLP Non Pen CRVM 1986 T501 MLP2 NP CRVM 1988 T503 WL NP CRVM 1992 T504 GPL 20 NJ Std T510 WL Suc NP CRVM 94 TERM 3465 TERM TO 65 1955 8406 5 Yr Term Conv & Auto Ren A406 5 Yr Term Conv & Auto Ren
Page 7 of 15 Closed Block Business 82 Exhibit B to the Plan of Reorganization PHOENIX TRADITIONAL -------------------------------------------------------------------------------
PLAN DESCRIPTION A407 5 Yr Term Conv , AutoRen 1968 A431 30 Yr Home Prot A440 5 Yr Term-C&R 50M & Over Ult A441 5 Yr Term-C&R Under 50M Ult B406 5 Yr Term Conv & Auto Ren B407 5 Yr Term Conv , AutoRen 1968 B426 25 Yr Home Prot B431 30 Yr Home Prot B440 5 Yr Term-C&R 50M & Over Ult B441 5 Yr Term-C&R Under 50M Ult G406 5 Yr Term-C&R Renewable G421 20 Yr Decreasing Term G426 25 Yr Decreasing Term G431 30 Yr Decreasing Term H406 5 Yr Term-C&R Renewable H421 20 Yr Decreasing Term H426 25 Yr Decreasing Term H431 30 Yr Decreasing Term L416 15 Yr Decreasing Term L421 20 Yr Decreasing Term L421 20 Yr Decreasing Term L426 25 Yr Decreasing Term L431 30 Yr Decreasing Term L470 Ann Ren Term to 70(Conv to earlier of age 65 or 15 years) L471 Ann Ren Term to 70(Conv to earlier of age 65) M421 20 Yr Decreasing Term M421 20 Yr Decreasing Term M426 25 Yr Decreasing Term M431 30 Yr Decreasing Term M470 Ann Ren Term to 70(Conv to earlier of age 65 or 15 years) M471 Ann Ren Term to 70(Conv to earlier of age 65) Q406 5-Year Annual Renewable Term, non-convertible NS Q450 Re-entry Term 100 Q451 Re-entry Term 100 - NS Q456 Re-entry Term NY - NS R451 Re-entry Term 100 - NS R456 Re-entry Term NY - NS S410 10 Year LT S420 TLS 10+ S470 Term Life Protector S471 Term Life Protector XL S472 Term Life Success ART S473 Term Life Success ART T410 10 Year LT T420 TLS 10+ T470 Term Life Protector T471 Term Life Protector XC T472 Term Life Success ART
Page 8 of 15 Closed Block Business 83 Exhibit B to the Plan of Reorganization PHOENIX TRADITIONAL -------------------------------------------------------------------------------
PLAN DESCRIPTION T473 Term Life Success ART MULTI-LIFE Q2** Survivorship Whole Life S200 Survivorship Life Protector S201 Survivorship Life Protector S203 Survivor Life S210 Joint Life Protector S220 Survivorship Legacy ANNUITIES 3755 Ret INC ANN at 55 M 1960 3765 Ret INC ANN at 65 M 1960 3766 Ret INC ANN at 65 F 1960 C735 Pt Ret Inc Ann at 65 C755 Ret Inc Ann at 55 C760 Ret Inc Ann at 60 C765 Ret Inc Ann at 65 C770 Ret Inc Ann at 70 D745 Pt Ret Inc Ann at 65 D755 Ret Inc Ann at 55 D760 Ret Inc Ann at 60 D765 Ret Inc Ann at 65 D770 Ret Inc Ann at 70 M765 Ret. Inc. Ann at 65 (pension) M770 Ret. Inc. Ann at 70 (pension)
Page 9 of 15 Closed Block Business 84 Exhibit B to the Plan of Reorganization HOME LIFE TRADITIONAL
PLAN DESCRIPTION WHOLE LIFE/ENDOWMENT AA6 Ordinary Life AA7 Preferred Whole Life AA8 Joint Life AA9 Preferred Modified Life AB0 Life @ 85 AF0 Single Premium Life AF1 Paid up Life AF2 Paid up Preferred Life AF3 Paid up Life @ 85 AM3 Endowment @ 65 CF1 Paid up Life DA0 Whole Life DA2 Modified Life DA3 Increasing Whole Life DA4 Increasing Whole Life Option DA5 Reduced Premium Option Whole value DA7 Preferred Whole Life DA9 Preferred Modified Life DB1 Life Paid Up-@85 DB2 Modified Life Paid Up-@85 DB3 Life Paid Up-@85 - Return Premium DB9 Family Policy DF0 Single Premium Life DF1 Paid up Life DF2 Paid up Preferred Life DF9 Paid up Life @90 DG2 20 Pay Life DG3 30 Pay Life DG4 Preferred Pay Life DG5 Special 20 Pay Life(From LPU @85) DG7 Special 20 Pay Whole Life DH1 Life Paid Up-@60 DH2 Life Paid Up-@65 DH3 Junior Estate Builder DH4 30 Pay Life Payable @ 90 DH5 Increasing Life Paid Up-@65 DH9 Junior Estate Builder-return Premium DI0 Paid up Junior Estate Builder DM1 Endowment @ 55 DM2 Endowment @ 60 DM3 Endowment @ 65 DO4 Personal Income@65 Male DO5 Personal Income@65 Female EA0 Whole Life EA2 Modified Life EA3 Increasing Whole Life EA4 Whole Life Level $1250 Option EA5 Reduced Premium Option Whole Life EF0 Single Premium Life EF1 Paid up life EG0 10 Pay life EG1 15 Pay life EG2 20 Pay Life EG3 30 Pay Life EH1 Life Paid Up-@60
Page 10 of 15 Closed Block Business 85 Exhibit B to the Plan of Reorganization HOME LIFE TRADITIONAL
PLAN DESCRIPTION EH2 Life Paid Up-@65 EH3 Junior Estate Builder EJ1 W.L. Limited Pay option EK2 20 Yr Endowment EM2 Endowment @ 60 EM3 Endowment @ 65 EO2 Personal Income@60 Female EO3 Personal Income@60 Male EO4 Personal Income@65 Male EO5 Personal Income@65 Female EO6 Personal Income@70 Male ERC Paid up endowment @ 65 ERD Paid up endowment @ 70 FA0 Whole Life FAI Whole Life FB2 Life Terminating @ 65 FB3 Life Terminating @ 70 FF6 Paid up whole life FFB Paid up life terminating @ 65 FFC Paid up life terminating @ 70 FO4 Retirement income end @ 65 Male FO5 Retirement income end @ 65 Female FO6 Retirement income end @ 70 Male FO7 Retirement income end @ 70 Female FOM Retirement income end @ 65 Male FON Retirement income end @ 65 Female FRC Paid up Endowment @ 65 FRD Paid up Endowment @ 70 FRN Paid up Endowment @ 61 HA0 Whole Life HAA Whole Life HAB Whole Life-Medical HAI Whole Life-Graded Death Benefit HAQ Whole Life HAW Whole Life HC1 Economatic Whole Life HC2 Economatic Whole Life after crossover HC3 Graded Premium Whole Life HC4 Executive Whole Life HCA Executive Whole Life HCI Executive Whole Life Graded Death HCT Graded Premium Whole Life(10YR) HCU Executive Life HCW Executive Whole Life HD1 Executive Whole Life-Graded Death Benefit HD2 Econ. Whole Life After Crossover HD3 Graded Premium Whole Life HD4 Executive Whole Life HDA Executive Whole Life HDT Graded Premium Whole Life(10Yr)-adj HDU Executive Life-Adj HDW Executive Adj HDZ Executive-GDB-Adj HE0 Whole Life HEA Whole Life
Page 11 of 15 Closed Block Business 86 Exhibit B to the Plan of Reorganization HOME LIFE TRADITIONAL
PLAN DESCRIPTION HEB Whole Life-Medical HEI Whole Life-Graded Death Ben(Pens) HEQ Whole Life-Adj HEW Whole Life-Adj HEZ Whole Life-Graded Death Ben-Adj HF2 Whole Life JA2 Modified Life JAC Modified Life JAS Modified Life JAY Modified Life JE2 Modified Life JEC Modified Life JES Modified Life-ADJ-UniSex JEY Modified Life-ADJ KA3 Inc Whole Life Paid Up @90 KC6 20 YR Graded Premium Life KCV Graded Premium Whole Life(20-Yr)-Adj KD3 Life Paid Up @ 95 UniSex KDG Executive Whole Life Gender Based KDU Executive Whole Life UniSex KEG Modified Life Gender Base KEU Modified Life UniSex KF2 20 YR Graded Premium Life LEG OptiLife Gender Based LEU OptiLife Basic UniSex TERM DC1 Paid Up Family Term 64 Yrs DC2 Paid Up Family Term 65 Yrs DCN Paid Up Family Term 25 Yrs DCY Paid Up Family Term 62 Yrs DS7 Term to 65 from ML @85 ECY Paid up child term 25-years ES0 Mod 5 Yr. Convertible Renewable Term ES1 Mod 10 Yr. Convertible Renewable Term ES3 5 Yr. Convertible Renewable Term ES9 Modified Life Term to 65 Option ET0 Yearly Renewable term to 55 ET4 1 Year renewable term for 20 years ET8 YRT 55-inact. Empl after 11/1/72 EU2 Decreasing 20 Yr-term EU3 Decreasing 25 Yr-term EU4 Decreasing 30 Yr-term EV2 Decreasing term to 65 EZT Paid up spouse dec term expiring @ 64 EZU Paid up spouse dec term expiring @ 65 HT0 Yearly Renewable term to 75 IT0 Yearly Renewable term to 75 IT2 YRT to 75-Discounted-Non Smok ITQ Yearly Renewable term to 75 J30 ARTN Gender Base J34 M10RTN-Gender Base J35 ARTS-Gender Base J39 M10RTS-Gender Base JU0 YRRT IND Smoker
Page 12 of 15 Closed Block Business 87 Exhibit B to the Plan of Reorganization HOME LIFE TRADITIONAL
PLAN DESCRIPTION JU1 YRRT IND Non Smoker JUR NY YRRT IND Non Smoker JUT NY YRRT Corp Non Smoker JZ0 ARTN UniSex JZ4 M10RTN UniSex JZ5 Arts UniSex JZ9 M10RTS UniSex KT0 YRT to 75 Gender Based KT1 YRT to 75 Disc-Smok Gender Based KT2 YRT to 75 Disc-NSR Gender Based KTQ YRT to 75 UniSex KTR YRT to 75 Disc-Smok UniSex KTS YRT to 75 Disc-NMK UniSex LUQ NY YRT Ind Smok UniSex LUR NY YRT Ind NSR UniSex LUT NY YRT Corp NSR UniSex
Page 13 of 15 Closed Block Business 88 Exhibit B to the Plan of Reorganization CLIC TRADITIONAL
PLAN DESCRIPTION TERM 002 Level Term 002 Annually Decreasing Term 203 Renewable Term 432 Annually Decreasing Term 511 Level Term 512 Annually Decreasing Term 513 Monthly Decreasing Term 522 Level Term 522 Monthly Decreasing Term 522 Annually Decreasing Term 523 Monthly Decreasing Term 531 Level Term 532 Level Term 532 Monthly Decreasing Term 533 Monthly Decreasing Term 542 Level Term 552 Level Term 552 Monthly Decreasing Term 553 Monthly Decreasing Term 561 Level Term 562 Level Term 562 Monthly Decreasing Term 571 Level Term 572 Monthly Decreasing Term 582 Level Term 582 Monthly Decreasing Term 591 Level Term 701 Renewable Term 702 Renewable Term 703 Renewable Term 704 Renewable Term 705 Renewable Term 706 Renewable Term 707 Renewable Term 708 Renewable Term 709 Renewable Term 710 Renewable Term 712 Renewable Term 801 Renewable Term 802 Renewable Term 802 Level Term 803 Renewable Term 804 Renewable Term 805 Renewable Term 806 Renewable Term 810 Renewable Term 811 Renewable Term 812 Level Term 832 Level Term 901 Renewable Term 903 Renewable Term P03 Renewable Term
Page 14 of 15 Closed Block Business 89 Exhibit B to the Plan of Reorganization CLIC TRADITIONAL
PLAN DESCRIPTION MULTI-LIFE S220 Survivor Legacy S240 Joint and Last Survivor S210 Joint Life Protector
Page 15 of 15 Closed Block Business 90 Exhibit C to the Plan of Reorganization CLOSED BLOCK ASSETS Phoenix has allocated $5,343.6 million of statutory invested assets (including investment income due or accrued) to the Closed Block as of December 31, 1999, consisting of Bonds and Commercial Mortgages. The total assets of the Closed Block as of December 31, 1999 are (in millions): 1. Exhibit C Closed Block Assets (including due and accrued interest) ............... $5,343.60 2. Gross Premium Due and Unpaid ..................................................... 45.7 3. Policy Loans, including Accrued Interest ......................................... 1,409.9 4. Net Deferred Premiums ............................................................ 117.3 --------- Total ......................................................................... $ 6,916.5 =========
Page 1 of 20 91 Exhibit C to the Plan of Reorganization Bonds Selected for Closed Block as of December 31, 1999 Selected Data
CBGROUP LONGCLASS CUSIP COMMIT BOOK PAR MARKET DUE ----------------------------------------------------------------------------------------------------------------------------- CLI -ABS1 301965AB5 9798027AA0 1,471,723 1,400,000 1,384,726 8,692 CLI -ABS1 301965AE9 9798027AA3 1,584,028 1,500,000 1,453,995 29,025 CLI -ABS1 301965AG4 9798027AA2 2,445,531 2,300,000 2,180,688 243,187 CLI -ABS1 302471BJ5 9798024AB2 5,038,367 5,000,000 4,722,550 29,792 CLI -ABS1 55305HAC2 9798121AA2 6,000,000 6,000,000 5,302,500 141,973 CLI -ABS1 82667XAC3 9799356AA0 2,500,000 2,500,000 2,575,250 13,506 CLI -CMBS1 045424FK9 9799272AA0 10,162,424 10,000,000 9,257,200 37,889 CLI -CMBS1 337367AD8 9798296AA0 6,350,235 6,400,000 5,817,440 35,893 CLI -CMBS1 589929PU6 9798091AA7 10,002,860 10,000,000 9,001,000 56,000 CLI -CMBS1 61745MJT1 9798321AA0 5,075,600 5,000,000 4,794,500 30,506 CLI -CMBS1 655356JL8 9798091AA9 24,084,158 23,750,000 21,706,074 92,085 CLI -CPRN1 07012EAG5 9798153AA0 9,868,313 10,000,000 8,802,900 55,417 CLI -CPRN1 19624@AA2 9798334AA0 2,510,656 2,510,656 2,094,038 7,487 CLI -CPRN1 35107@AA4 9798148AA0 2,180,773 2,180,773 1,924,402 6,339 CLI -CPRN1 39063@AF7 9798092AA0 4,000,000 4,000,000 3,411,400 71,787 CLI -CPRN1 39063@AF7 9798204AA0 4,000,000 4,000,000 3,411,400 71,787 CLI -CPRN1 92948#AD0 9798244AA2 4,720,106 4,720,106 4,109,749 95,063 CLI -CPRN1 Q2107#AA4 9798062AA3 5,000,000 5,000,000 4,278,550 117,653 CLI -CPRN3 39823#AA7 9798152AA1 10,000,000 10,000,000 8,804,400 87,656 CLI -CPUC1 047681GT2 9798083AA5 9,967,382 10,000,000 8,917,000 58,333 CLI -CPUC1 161477AA2 9798047AA1 5,145,911 5,000,000 4,558,000 31,958 CLI -CPUC1 404398AA7 9799195AA0 6,000,000 6,000,000 5,880,600 1,457 CLI -CPUC2 69348TAA0 9798119AA4 2,153,209 2,000,000 1,917,600 21,249 CLI -CPUC2 90329SAC7 9798090AA2 5,392,759 5,000,000 4,822,500 18,378 CLI -CPUC2 90329SAC7 9798098AA0 5,492,423 5,000,000 4,822,500 18,378 CLI -CPUN1 03009MBB1 9798086AA3 9,985,765 10,000,000 8,965,000 199,194 CLI -CPUN1 049164AK2 9798257AA1 9,827,948 9,827,948 8,932,917 360,637 CLI -CPUN1 212257AU3 9798083AA7 3,044,055 3,000,000 2,815,500 17,125 CLI -CPUN1 431573AC8 9798085AA2 1,975,606 2,000,000 1,746,000 6,000 CLI -CPUN1 492279AM6 9798021AA2 2,072,782 1,895,000 1,800,932 51,974 CLI -CPUN1 592173AE8 9798065AA1 10,658,665 10,000,000 9,339,000 130,000 CLI -CPUN1 592173AE8 9798078AA0 5,445,692 5,000,000 4,669,500 65,000 CLI -CPUN1 656531AF7 9798021AA1 3,980,546 4,000,000 3,497,600 123,578 CLI -CPUN1 672319AL4 9797364AA0 2,330,515 2,250,000 2,155,432 6,980 CLI -CPUN1 718911EV8 9798075AA4 4,974,564 5,000,000 4,582,900 29,688 CLI -CPUN1 718911EW6 9798075AA2 4,951,488 5,000,000 4,569,500 28,333 CLI -CPUN1 7252087N6 9798043AA1 1,996,419 2,000,000 1,765,820 42,333 CLI -CPUN1 875234BL9 9799084AA0 5,530,000 5,530,000 5,026,660 89,310 CLI -CPUN2 231021AJ5 9798061AA2 3,478,503 3,500,000 2,993,900 83,125 CLI -CPUN2 74531EAA0 9798085AA8 2,495,707 2,500,000 2,245,500 51,675 CLI -CPUN2 74531EAA0 9798085AA9 5,196,209 5,000,000 4,491,000 103,350 CLI -CPUN2 836205AD6 9798061AB3 2,400,910 2,500,000 2,287,500 4,722 CLI -CPUN3 593048AX9 9797365AA2 2,363,311 2,000,000 2,380,000 29,389 CLI -RMBPU1 16162TEY8 9799041AA2 4,642,006 4,731,812 4,237,243 25,631 CLI -RMBPU1 961691AE2 9798033AA4 10,000,000 10,000,000 9,750,000 137,250 GEN -ABS1 007136AC8 2099243AB1 5,000,000 5,000,000 4,744,100 140,617 GEN -ABS1 007136AJ3 2099243AB2 5,000,000 5,000,000 5,110,200 167,200 GEN -ABS1 023654AU0 2099263AA0 5,000,000 5,000,000 4,886,800 110,139 GEN -ABS1 040097AA5 2097336AA1 12,500,000 12,500,000 12,014,375 74,056 GEN -ABS1 040097AG2 2098033AA0 7,500,000 7,500,000 7,094,775 41,010 GEN -ABS1 04009PAD9 2098328AA1 5,000,000 5,000,000 4,630,950 55,493 GEN -ABS1 07132XAJ2 2000011AA3 9,000,000 9,000,000 9,047,700 31,525 GEN -ABS1 09774XAV4 2099040AA1 4,000,000 4,000,000 3,627,840 21,583 GEN -ABS1 12613QAB2 2099328AA3 5,000,000 5,000,000 4,854,685 0 GEN -ABS1 12613QAC0 2099328AA4 6,957,000 6,957,000 6,743,942 45,510 GEN -ABS1 126342DY7 2096337AA1 5,991,963 6,000,000 6,223,800 21,067 GEN -ABS1 14073MAA2 2098328AA0 9,937,320 10,000,000 9,396,600 59,072 GEN -ABS1 14073MAA2 2098365AC5 9,943,243 10,000,000 9,396,600 59,072 GEN -ABS1 195426AB7 2000004AA5 4,451,721 5,000,000 4,577,150 97,072 GEN -ABS1 22540ACN6 2097266AA1 4,499,087 4,500,000 4,308,750 14,150 GEN -ABS1 245655AC9 2098176AA1 8,000,000 8,000,000 7,069,920 11,532 GEN -ABS1 290908AB8 2099144AC1 7,500,000 7,500,000 7,440,675 53,958 GEN -ABS1 301965AB5 2097163AA0 3,698,469 3,700,000 3,659,633 22,971 GEN -ABS1 301965AB5 2097163AA1 2,998,759 3,000,000 2,967,270 18,625 GEN -ABS1 301965AE9 2097164AA1 1,523,164 1,500,000 1,453,995 29,025 GEN -ABS1 301965AT6 2098148AA0 5,029,429 5,018,000 4,378,205 29,397 GEN -ABS1 301965BS7 2099284AA4 5,000,275 5,000,000 5,148,435 36,083 GEN -ABS1 301965BU2 2099284AA5 5,001,722 5,000,000 5,123,435 36,917 GEN -ABS1 374703AD8 2000004AC9 4,550,314 5,000,000 4,649,050 132,248 GEN -ABS1 374703AD8 2099061AB3 5,000,000 5,000,000 4,649,050 132,248
CBGROUP LONGCLASS CUSIP AVGLIFE EFFDUR YIELD COUPON --------------------------------------------------------------------------------------- CLI -ABS1 301965AB5 11.33 7.33 6.80 7.450 CLI -ABS1 301965AE9 12.50 7.62 7.06 7.740 CLI -ABS1 301965AG4 14.08 7.98 7.21 7.930 CLI -ABS1 302471BJ5 10.50 6.98 7.05 7.150 CLI -ABS1 55305HAC2 10.17 6.87 6.66 6.655 CLI -ABS1 82667XAC3 14.92 8.33 8.84 8.840 CLI -CMBS1 045424FK9 12.42 7.89 6.62 6.321 CLI -CMBS1 337367AD8 11.58 7.55 6.83 6.730 CLI -CMBS1 589929PU6 13.08 7.62 6.72 6.720 CLI -CMBS1 61745MJT1 30.92 11.99 7.20 7.321 CLI -CMBS1 655356JL8 13.25 8.11 6.82 6.979 CLI -CPRN1 07012EAG5 15.92 8.22 6.79 6.650 CLI -CPRN1 19624@AA2 18.83 9.61 6.71 6.710 CLI -CPRN1 35107@AA4 11.42 6.93 6.54 6.540 CLI -CPRN1 39063@AF7 13.75 8.08 6.73 6.730 CLI -CPRN1 39063@AF7 13.75 8.08 6.73 6.730 CLI -CPRN1 92948#AD0 12.25 7.66 6.84 6.840 CLI -CPRN1 Q2107#AA4 13.17 7.98 6.94 6.940 CLI -CPRN3 39823#AA7 10.42 7.01 6.86 6.860 CLI -CPUC1 047681GT2 28.92 9.24 7.03 7.000 CLI -CPUC1 161477AA2 26.92 8.64 7.37 7.670 CLI -CPUC1 404398AA7 31.50 10.46 8.74 8.741 CLI -CPUC2 69348TAA0 27.42 8.17 7.38 8.315 CLI -CPUC2 90329SAC7 27.00 8.13 7.28 8.270 CLI -CPUC2 90329SAC7 27.00 8.13 6.93 8.270 CLI -CPUN1 03009MBB1 28.25 11.09 7.11 7.100 CLI -CPUN1 049164AK2 18.00 9.09 7.38 7.380 CLI -CPUN1 212257AU3 11.42 7.64 6.66 6.850 CLI -CPUN1 431573AC8 28.00 11.49 6.85 6.750 CLI -CPUN1 492279AM6 14.67 8.51 6.27 7.260 CLI -CPUN1 592173AE8 25.83 10.45 7.23 7.800 CLI -CPUN1 592173AE8 25.83 10.45 7.05 7.800 CLI -CPUN1 656531AF7 18.08 9.47 6.75 6.700 CLI -CPUN1 672319AL4 10.00 6.99 6.49 6.980 CLI -CPUN1 718911EV8 21.92 8.92 7.17 7.125 CLI -CPUN1 718911EW6 15.92 8.38 6.90 6.800 CLI -CPUN1 7252087N6 13.17 8.30 6.37 6.350 CLI -CPUN1 875234BL9 9.75 6.86 6.46 6.460 CLI -CPUN2 231021AJ5 28.17 10.66 7.18 7.125 CLI -CPUN2 74531EAA0 27.92 11.33 7.03 7.020 CLI -CPUN2 74531EAA0 27.92 11.33 6.71 7.020 CLI -CPUN2 836205AD6 17.50 8.62 8.95 8.500 CLI -CPUN3 593048AX9 26.42 9.26 9.60 11.500 CLI -RMBPU1 16162TEY8 12.33 7.38 6.75 6.500 CLI -RMBPU1 961691AE2 28.08 10.47 8.10 8.100 GEN -ABS1 007136AC8 11.58 7.30 7.67 7.670 GEN -ABS1 007136AJ3 11.58 6.96 9.12 9.120 GEN -ABS1 023654AU0 11.25 6.48 7.93 7.930 GEN -ABS1 040097AA5 4.42 3.70 6.88 6.880 GEN -ABS1 040097AG2 4.08 3.41 6.35 6.350 GEN -ABS1 04009PAD9 5.83 4.66 6.55 6.550 GEN -ABS1 07132XAJ2 11.08 7.15 9.01 9.007 GEN -ABS1 09774XAV4 9.50 6.37 6.47 6.475 GEN -ABS1 12613QAB2 12.33 7.59 7.64 7.645 GEN -ABS1 12613QAC0 15.17 8.42 7.85 7.850 GEN -ABS1 126342DY7 11.33 7.03 7.92 7.900 GEN -ABS1 14073MAA2 8.00 5.72 6.95 6.860 GEN -ABS1 14073MAA2 8.00 5.72 6.94 6.860 GEN -ABS1 195426AB7 8.50 6.18 8.78 6.920 GEN -ABS1 22540ACN6 11.17 7.03 7.08 7.075 GEN -ABS1 245655AC9 9.92 6.98 6.49 6.487 GEN -ABS1 290908AB8 11.42 6.97 7.00 7.000 GEN -ABS1 301965AB5 11.33 7.33 7.46 7.450 GEN -ABS1 301965AB5 11.33 7.33 7.46 7.450 GEN -ABS1 301965AE9 12.50 7.62 7.55 7.740 GEN -ABS1 301965AT6 14.33 8.28 7.00 7.030 GEN -ABS1 301965BS7 26.42 10.48 8.66 8.660 GEN -ABS1 301965BU2 26.42 10.27 8.86 8.860 GEN -ABS1 374703AD8 11.17 7.08 8.84 7.557 GEN -ABS1 374703AD8 11.17 7.08 7.56 7.557
Page 2 of 20 Closed Block Assets 92 Exhibit C to the Plan of Reorganization Bonds Selected for Closed Block as of December 31, 1999 Selected Data
CBGROUP LONGCLASS CUSIP COMMIT BOOK PAR MARKET DUE ----------------------------------------------------------------------------------------------------------------------------- GEN -ABS1 393505DG4 2000000136 8,135,058 8,138,382 8,183,957 28,756 GEN -ABS1 393505DW9 2000000137 9,982,638 10,000,000 10,428,000 38,222 GEN -ABS1 393505FG2 2095048AB2 5,990,339 6,000,000 6,298,200 23,200 GEN -ABS1 393505FG2 2095048AB3 7,987,119 8,000,000 8,397,600 30,933 GEN -ABS1 393505FX5 2095090AA3 11,981,240 12,000,000 12,318,000 44,267 GEN -ABS1 48202RAD7 2099090AB4 5,000,000 5,000,000 4,647,600 79,800 GEN -ABS1 559521AA7 2098365AC4 9,998,981 10,000,000 9,211,400 307,561 GEN -ABS1 589929UG1 2099301AB0 2,462,930 2,500,000 2,456,250 16,354 GEN -ABS1 589929UG1 2099301AB1 3,829,364 3,887,000 3,818,978 25,427 GEN -ABS1 638586AB3 2000000148 4,974,743 5,000,000 4,832,500 13,889 GEN -ABS1 674135EL8 2099029AA6 6,999,368 7,000,000 6,157,809 40,017 GEN -ABS1 69317AAA8 2098224AA0 4,772,072 4,772,072 4,497,535 80,708 GEN -ABS1 70556JAC3 2099222AA1 8,501,865 10,000,000 8,428,120 10,500 GEN -ABS1 73641PAC0 2098363AB2 10,000,000 10,000,000 8,691,300 287,083 GEN -ABS1 74386QAC5 2098348AA5 10,000,000 10,000,000 8,989,100 42,931 GEN -ABS1 801041AE4 2098091AC5 2,666,667 2,666,667 2,483,733 75,164 GEN -ABS1 801041AJ3 2098091AC4 2,333,333 2,333,333 2,186,520 66,943 GEN -ABS1 80927GAH9 2099098AA3 1,500,000 1,500,000 1,304,685 47,696 GEN -ABS1 80927GAH9 2099098AA4 3,517,946 3,500,000 3,044,265 111,291 GEN -ABS1 82667XAC3 2099356AB2 5,000,000 5,000,000 5,150,500 27,011 GEN -ABS1 85333JBF3 2000000212 13,077,599 13,100,000 13,103,930 229,250 GEN -ABS1 87235MAA3 2098244AC1 10,000,000 10,000,000 9,339,100 28,267 GEN -ABS1 87235PAG3 2099197AA3 10,000,000 10,000,000 8,046,800 274,400 GEN -ABS2 009451AG0 2096075AA8 7,857,763 7,862,982 8,250,627 28,481 GEN -ABS2 00971PAA7 2098204AA0 8,000,000 8,000,000 7,697,496 148,133 GEN -ABS2 04009PAX5 2098295AA1 4,000,000 4,000,000 3,897,960 52,867 GEN -ABS2 25532LAF4 2099144AA5 5,495,916 6,000,000 4,998,750 116,390 GEN -ABS2 25532LAF4 2099364AC3 1,737,316 2,000,000 1,666,250 38,797 GEN -ABS2 290908AC6 2000004AA6 2,014,591 2,500,000 2,178,025 21,198 GEN -ABS2 290908AC6 2099144AC2 2,500,000 2,500,000 2,178,025 21,198 GEN -ABS2 364811AA7 2099207AA5 3,988,348 4,169,550 4,002,768 66,039 GEN -ABS2 364816AB4 2099182AB4 5,000,000 5,000,000 5,349,700 24,022 GEN -ABS2 393505CA8 2096052AD1 10,240,189 10,000,000 8,390,000 34,889 GEN -ABS2 45578MAC2 2098152AB0 5,000,000 5,000,000 4,637,200 54,988 GEN -ABS2 48202RAF2 2099090AB5 5,000,000 5,000,000 4,918,600 90,356 GEN -ABS2 60685WAG0 2098337AA0 10,000,000 10,000,000 8,092,100 263,822 GEN -ABS2 61745WAP6 2099064AA1 4,996,335 4,998,495 4,201,859 15,329 GEN -ABS2 801041AA2 2098033AA1 5,000,000 5,000,000 4,793,300 157,082 GEN -ABS2 81688KAG9 2099245AB5 20,000,000 20,000,000 19,250,000 631,111 GEN -ABS2 81688KAG9 2099245AB6 15,000,000 15,000,000 14,437,500 470,000 GEN -ABS2 81688KAG9 2099273AA7 5,000,000 5,000,000 4,812,500 128,889 GEN -ABS3 71901PAA3 2099102AA0 30,650,000 30,650,000 28,504,500 697,288 GEN -ABS3 78572DAE5 2099355AA2 6,598,284 7,500,000 6,597,825 0 GEN -CMBS1 02970KAC1 2000000002 7,792,400 7,695,128 7,618,946 46,812 GEN -CMBS1 02970KAC1 2096155AA8 939,502 953,168 943,732 5,798 GEN -CMBS1 02970KAC1 2099277AD3 160,403 160,403 158,815 976 GEN -CMBS1 02970KAX5 2095213AA7 8,633,012 8,600,000 8,639,560 55,542 GEN -CMBS1 045424AD0 2095286AA0 5,454,277 5,598,165 5,405,728 35,408 GEN -CMBS1 045424AS7 2095314AA1 13,090,166 12,900,000 12,712,821 52,919 GEN -CMBS1 045424AS7 2095314AA2 2,127,346 2,100,000 2,069,529 8,615 GEN -CMBS1 045424BF4 2096060AA9 4,648,742 4,616,500 4,489,546 17,748 GEN -CMBS1 045424CB2 2096297AA1 8,085,455 8,000,000 7,856,000 32,889 GEN -CMBS1 045424CB2 2097115AA0 588,342 590,000 579,380 2,426 GEN -CMBS1 045424CB2 2099272AA1 2,018,821 2,000,000 1,964,000 8,222 GEN -CMBS1 045424FK9 2099273AB4 4,977,020 5,000,000 4,628,600 18,944 GEN -CMBS1 124833AP9 2096025AA6 12,276,775 12,000,000 11,622,720 74,800 GEN -CMBS1 124833AP9 2099060AA5 2,575,663 2,500,000 2,421,400 15,583 GEN -CMBS1 124833AP9 2099120AC4 612,952 590,000 571,450 3,678 GEN -CMBS1 124833AP9 2099182AB7 522,485 525,000 508,494 3,273 GEN -CMBS1 12613KAB5 2098224AA4 5,248,000 5,248,000 4,752,720 28,252 GEN -CMBS1 12613KAE9 2098224AA5 2,499,277 2,500,000 2,187,500 13,750 GEN -CMBS1 126342BL7 2095172AA0 12,699,594 12,591,662 13,079,589 87,932 GEN -CMBS1 126342BL7 2096320AA0 1,944,099 1,846,777 1,918,340 12,897 GEN -CMBS1 20226PAA8 2099152AA1 292,865 303,795 286,517 1,706 GEN -CMBS1 208463AC3 2000000027 7,115,204 6,840,753 6,977,568 29,491 GEN -CMBS1 208463AC3 2000000028 3,500,923 3,420,377 3,488,784 14,746 GEN -CMBS1 208463AC3 2000000029 2,827,868 2,736,301 2,791,027 11,797 GEN -CMBS1 225516AB9 2096232AA0 10,964,135 10,368,085 10,782,808 39,030 GEN -CMBS1 22660BAB6 2098135AA5 4,626,697 4,750,000 3,970,003 55,417 GEN -CMBS1 22660BAB6 2098138AA0 5,357,228 5,500,000 4,596,845 64,167
CBGROUP LONGCLASS CUSIP AVGLIFE EFFDUR YIELD COUPON --------------------------------------------------------------------------------------- GEN -ABS1 393505DG4 3.92 3.21 7.96 7.950 GEN -ABS1 393505DW9 3.50 2.42 8.66 8.600 GEN -ABS1 393505FG2 3.42 2.29 8.76 8.700 GEN -ABS1 393505FG2 3.42 2.29 8.76 8.700 GEN -ABS1 393505FX5 3.75 2.89 8.35 8.300 GEN -ABS1 48202RAD7 11.33 7.21 7.56 7.560 GEN -ABS1 559521AA7 7.08 5.36 6.67 6.670 GEN -ABS1 589929UG1 31.92 11.46 7.98 7.850 GEN -ABS1 589929UG1 31.92 11.46 7.98 7.850 GEN -ABS1 638586AB3 4.00 3.44 6.39 6.250 GEN -ABS1 674135EL8 10.25 6.87 6.86 6.860 GEN -ABS1 69317AAA8 12.75 8.15 6.76 6.765 GEN -ABS1 70556JAC3 8.67 6.19 8.78 6.300 GEN -ABS1 73641PAC0 11.00 7.22 6.50 6.500 GEN -ABS1 74386QAC5 10.92 7.18 7.03 7.025 GEN -ABS1 801041AE4 6.08 4.71 6.72 6.720 GEN -ABS1 801041AJ3 6.08 4.70 6.84 6.840 GEN -ABS1 80927GAH9 10.92 6.82 7.11 7.110 GEN -ABS1 80927GAH9 10.92 6.82 7.05 7.110 GEN -ABS1 82667XAC3 14.92 8.33 8.84 8.840 GEN -ABS1 85333JBF3 6.58 4.99 7.39 7.500 GEN -ABS1 87235MAA3 5.25 4.31 6.36 6.360 GEN -ABS1 87235PAG3 11.58 7.62 5.88 5.880 GEN -ABS2 009451AG0 7.25 5.07 8.16 8.150 GEN -ABS2 00971PAA7 3.08 -0.03 8.19 7.530 GEN -ABS2 04009PAX5 5.83 4.53 7.80 7.800 GEN -ABS2 25532LAF4 9.25 6.29 8.09 6.780 GEN -ABS2 25532LAF4 9.25 6.29 8.90 6.780 GEN -ABS2 290908AC6 11.42 7.13 11.32 8.250 GEN -ABS2 290908AC6 11.42 7.13 8.25 8.250 GEN -ABS2 364811AA7 2.33 0.23 9.44 7.630 GEN -ABS2 364816AB4 2.58 2.20 10.81 10.810 GEN -ABS2 393505CA8 7.42 5.20 7.42 7.850 GEN -ABS2 45578MAC2 10.33 6.79 7.47 7.470 GEN -ABS2 48202RAF2 11.33 6.98 8.56 8.560 GEN -ABS2 60685WAG0 10.67 6.59 7.42 7.420 GEN -ABS2 61745WAP6 8.92 4.91 6.91 6.900 GEN -ABS2 801041AA2 6.08 4.62 7.49 7.490 GEN -ABS2 81688KAG9 11.83 7.34 8.00 8.000 GEN -ABS2 81688KAG9 11.83 7.34 8.00 8.000 GEN -ABS2 81688KAG9 11.83 7.34 8.00 8.000 GEN -ABS3 71901PAA3 11.25 10.69 9.00 14.000 GEN -ABS3 78572DAE5 41.00 -1.09 0.31 0.000 GEN -CMBS1 02970KAC1 5.25 4.06 6.89 7.300 GEN -CMBS1 02970KAC1 5.25 4.06 7.65 7.300 GEN -CMBS1 02970KAC1 5.25 4.06 7.30 7.300 GEN -CMBS1 02970KAX5 5.25 4.18 7.66 7.750 GEN -CMBS1 045424AD0 11.50 7.33 7.93 7.590 GEN -CMBS1 045424AS7 7.58 5.60 7.13 7.384 GEN -CMBS1 045424AS7 7.58 5.60 7.16 7.384 GEN -CMBS1 045424BF4 6.08 4.59 6.78 6.920 GEN -CMBS1 045424CB2 6.75 5.07 7.20 7.400 GEN -CMBS1 045424CB2 6.75 5.07 7.45 7.400 GEN -CMBS1 045424CB2 6.75 5.07 7.22 7.400 GEN -CMBS1 045424FK9 12.42 7.89 6.89 6.321 GEN -CMBS1 124833AP9 8.08 5.78 7.10 7.480 GEN -CMBS1 124833AP9 8.08 5.78 6.99 7.480 GEN -CMBS1 124833AP9 8.08 5.78 6.85 7.480 GEN -CMBS1 124833AP9 8.08 5.78 7.56 7.480 GEN -CMBS1 12613KAB5 9.25 6.53 6.46 6.460 GEN -CMBS1 12613KAE9 11.17 7.32 6.60 6.600 GEN -CMBS1 126342BL7 8.67 5.84 8.24 8.380 GEN -CMBS1 126342BL7 8.67 5.84 7.52 8.380 GEN -CMBS1 20226PAA8 3.83 3.24 7.87 6.740 GEN -CMBS1 208463AC3 3.50 2.66 8.21 9.700 GEN -CMBS1 208463AC3 3.50 2.66 8.81 9.700 GEN -CMBS1 208463AC3 3.50 2.66 8.45 9.700 GEN -CMBS1 225516AB9 11.42 6.86 7.68 8.470 GEN -CMBS1 22660BAB6 8.83 5.94 7.41 7.000 GEN -CMBS1 22660BAB6 8.83 5.94 7.41 7.000
Page 3 of 20 Closed Block Assets 93 Exhibit C to the Plan of Reorganization Bonds Selected for Closed Block as of December 31, 1999 Selected Data
CBGROUP LONGCLASS CUSIP COMMIT BOOK PAR MARKET DUE ----------------------------------------------------------------------------------------------------------------------------- GEN -CMBS1 22660BAB6 2098138AA1 974,042 1,000,000 835,790 11,667 GEN -CMBS1 22660CAD0 2099096AA5 9,912,228 10,000,000 9,190,620 54,608 GEN -CMBS1 23321PLT3 2000000034 3,659,435 3,636,480 3,737,538 24,546 GEN -CMBS1 23321PLT3 2099201AB1 192,957 189,097 194,352 -25,021 GEN -CMBS1 23321PLV8 2095207AA6 4,053,538 4,000,000 4,079,240 27,000 GEN -CMBS1 23321PVJ4 2096002AA2 2,006,715 2,000,000 1,965,700 11,500 GEN -CMBS1 23321PVK1 2096002AA1 8,039,782 8,000,000 7,690,000 47,000 GEN -CMBS1 23321PYL6 2096151AA6 7,035,681 7,000,000 6,995,625 44,217 GEN -CMBS1 23322BDB1 2098342AA3 5,069,793 5,000,000 4,506,000 27,708 GEN -CMBS1 23322BDB1 2098342AA4 4,089,174 4,000,000 3,604,800 22,167 GEN -CMBS1 23322BDP0 2098342AA5 1,872,060 1,846,000 1,707,236 10,615 GEN -CMBS1 23322BGE2 2099281AB0 13,549,302 13,489,000 13,383,610 88,016 GEN -CMBS1 251562AE4 2098120AA3 5,042,609 5,000,000 4,626,450 28,588 GEN -CMBS1 268617AE7 2098299AA1 9,813,151 10,000,000 8,934,370 30,400 GEN -CMBS1 31359PDH6 2097114AA0 15,254,419 15,253,447 14,901,550 93,423 GEN -CMBS1 31359PDH6 2097114AA1 5,505,801 5,516,663 5,389,394 33,788 GEN -CMBS1 33735PAJ6 2099037AA3 10,135,817 10,000,000 9,046,750 54,118 GEN -CMBS1 337367AD8 2098148AA2 3,999,128 4,000,000 3,635,900 22,433 GEN -CMBS1 361849EB4 2098299AA0 9,854,879 10,000,000 9,160,500 54,167 GEN -CMBS1 36208GX86 2098245AB4 2,612,874 2,630,011 2,542,063 28,053 GEN -CMBS1 36208GX86 2098301AA0 135,976 136,927 132,348 730 GEN -CMBS1 36208GX86 2098334AB0 158,299 159,438 154,106 850 GEN -CMBS1 36208GX86 2098362AA3 222,863 224,528 217,020 1,197 GEN -CMBS1 36208GX86 2099019AA4 580,042 584,534 564,987 3,118 GEN -CMBS1 36208GX86 2099055AA4 749,832 755,837 730,562 4,031 GEN -CMBS1 36208GX86 2099075AA5 854,721 861,886 833,065 4,597 GEN -CMBS1 36208GX86 2099116AA2 790,026 796,916 770,267 4,250 GEN -CMBS1 36208GX86 2099145AA0 1,357,110 1,369,429 1,323,635 7,304 GEN -CMBS1 36208GX86 2099174AA9 990,458 999,892 966,456 5,333 GEN -CMBS1 36208GX86 2099190AA3 901,572 910,577 880,127 4,856 GEN -CMBS1 36208GX86 2099238AC6 846,541 855,447 826,841 4,562 GEN -CMBS1 36208GX86 2099272AA4 834,430 843,671 815,459 4,500 GEN -CMBS1 36208GX86 2099292AB8 623,781 631,076 609,973 3,366 GEN -CMBS1 36208GX86 2099323AA7 869,076 879,890 850,466 4,693 GEN -CMBS1 36208GX86 2099350AA0 336,221 340,683 329,291 1,817 GEN -CMBS1 36208GYA0 2098245AB8 1,572,744 1,570,081 1,534,754 34,908 GEN -CMBS1 36208GYA0 2098349AA5 365,466 364,740 356,533 2,027 GEN -CMBS1 36208GYA0 2099019AA2 186,975 186,587 182,389 1,037 GEN -CMBS1 36208GYA0 2099055AA5 462,224 461,223 450,845 2,564 GEN -CMBS1 36208GYA0 2099075AA4 681,931 680,366 665,058 3,782 GEN -CMBS1 36208GYA0 2099116AA3 694,757 693,079 677,485 3,852 GEN -CMBS1 36208GYA0 2099145AA1 499,719 498,448 487,233 2,771 GEN -CMBS1 36208GYA0 2099174AB0 293,356 292,561 285,978 1,626 GEN -CMBS1 36208GYA0 2099190AA4 355,108 354,082 346,115 1,968 GEN -CMBS1 36208GYA0 2099238AC5 634,768 632,800 618,562 3,517 GEN -CMBS1 36208GYA0 2099272AA3 615,633 613,582 599,776 3,410 GEN -CMBS1 36208GYA0 2099292AB9 405,882 404,421 395,322 2,248 GEN -CMBS1 36208GYA0 2099323AA4 815,326 812,113 793,840 4,514 GEN -CMBS1 36208GYA0 2099350AA1 647,938 645,125 630,610 3,586 GEN -CMBS1 36208HBB1 2098274AA4 79,458 79,714 78,917 423 GEN -CMBS1 36208HBB1 2098357AB0 94,834 95,140 94,189 505 GEN -CMBS1 36208HBB1 2099035AA2 139,002 139,450 138,056 741 GEN -CMBS1 36208HBB1 2099067AA5 216,548 217,247 215,075 1,154 GEN -CMBS1 36208HBB1 2099083AA4 102,248 102,578 101,552 545 GEN -CMBS1 36208HBB1 2099116AA5 163,036 163,609 161,973 869 GEN -CMBS1 36208HBB1 2099146AB6 339,770 341,078 337,667 1,812 GEN -CMBS1 36208HBB1 2099182AB6 187,173 187,982 186,102 999 GEN -CMBS1 36208HBB1 2099211AC3 265,026 266,325 263,662 1,415 GEN -CMBS1 36208HBB1 2099242AB9 152,357 153,217 151,685 814 GEN -CMBS1 36208HBB1 2099302AA6 357,680 360,563 356,957 1,915 GEN -CMBS1 36208HBB1 2099334AC3 126,142 127,457 126,182 677 GEN -CMBS1 36208LD46 2098306AA7 1,024,179 1,019,175 997,518 5,690 GEN -CMBS1 36208LD46 2098320AA1 118,278 117,694 115,193 657 GEN -CMBS1 36208LD46 2098341AA7 209,342 208,288 203,862 1,163 GEN -CMBS1 36208LD46 2099018AA0 270,815 269,409 263,684 1,504 GEN -CMBS1 36208LD46 2099046AA3 145,308 144,528 141,457 807 GEN -CMBS1 36208LD46 2099069AA1 268,638 267,156 261,479 1,492 GEN -CMBS1 36208LD46 2099090AB1 338,105 336,188 329,044 1,877 GEN -CMBS1 36208LD46 2099130AA2 955,165 949,578 929,399 5,302 GEN -CMBS1 36208LD46 2099160AA4 862,361 857,153 838,938 4,786
CBGROUP LONGCLASS CUSIP AVGLIFE EFFDUR YIELD COUPON --------------------------------------------------------------------------------------- GEN -CMBS1 22660BAB6 8.83 5.94 7.41 7.000 GEN -CMBS1 22660CAD0 8.17 5.98 6.69 6.553 GEN -CMBS1 23321PLT3 4.00 3.32 7.91 8.100 GEN -CMBS1 23321PLT3 4.00 3.32 7.49 8.100 GEN -CMBS1 23321PLV8 4.42 3.61 7.74 8.100 GEN -CMBS1 23321PVJ4 5.92 4.66 6.83 6.900 GEN -CMBS1 23321PVK1 6.00 4.71 6.95 7.050 GEN -CMBS1 23321PYL6 6.08 4.73 7.48 7.580 GEN -CMBS1 23322BDB1 8.83 6.30 6.44 6.650 GEN -CMBS1 23322BDB1 8.83 6.30 6.32 6.650 GEN -CMBS1 23322BDP0 8.83 6.27 6.69 6.900 GEN -CMBS1 23322BGE2 9.75 6.55 7.76 7.830 GEN -CMBS1 251562AE4 8.17 5.94 6.73 6.861 GEN -CMBS1 268617AE7 13.00 7.99 7.06 6.840 GEN -CMBS1 31359PDH6 9.00 6.31 7.35 7.350 GEN -CMBS1 31359PDH6 9.00 6.31 7.38 7.350 GEN -CMBS1 33735PAJ6 10.83 10.74 6.32 6.494 GEN -CMBS1 337367AD8 11.58 7.55 6.73 6.730 GEN -CMBS1 361849EB4 8.67 6.22 6.72 6.500 GEN -CMBS1 36208GX86 12.08 5.86 6.96 6.400 GEN -CMBS1 36208GX86 12.08 5.86 7.00 6.400 GEN -CMBS1 36208GX86 12.08 5.86 7.02 6.400 GEN -CMBS1 36208GX86 12.08 5.86 7.04 6.400 GEN -CMBS1 36208GX86 12.08 5.86 7.07 6.400 GEN -CMBS1 36208GX86 12.08 5.86 7.09 6.400 GEN -CMBS1 36208GX86 12.08 5.86 7.12 6.400 GEN -CMBS1 36208GX86 12.08 5.86 7.15 6.400 GEN -CMBS1 36208GX86 12.08 5.86 7.18 6.400 GEN -CMBS1 36208GX86 12.08 5.86 7.22 6.400 GEN -CMBS1 36208GX86 12.08 5.86 7.26 6.400 GEN -CMBS1 36208GX86 12.08 5.86 7.30 6.400 GEN -CMBS1 36208GX86 12.08 5.86 7.35 6.400 GEN -CMBS1 36208GX86 12.08 5.86 7.40 6.400 GEN -CMBS1 36208GX86 12.08 5.86 7.47 6.400 GEN -CMBS1 36208GX86 12.08 5.86 7.54 6.400 GEN -CMBS1 36208GYA0 12.83 5.86 6.45 6.670 GEN -CMBS1 36208GYA0 12.83 5.86 6.41 6.670 GEN -CMBS1 36208GYA0 12.83 5.86 6.40 6.670 GEN -CMBS1 36208GYA0 12.83 5.86 6.39 6.670 GEN -CMBS1 36208GYA0 12.83 5.86 6.37 6.670 GEN -CMBS1 36208GYA0 12.83 5.86 6.36 6.670 GEN -CMBS1 36208GYA0 12.83 5.86 6.34 6.670 GEN -CMBS1 36208GYA0 12.83 5.86 6.32 6.670 GEN -CMBS1 36208GYA0 12.83 5.86 6.29 6.670 GEN -CMBS1 36208GYA0 12.83 5.86 6.27 6.670 GEN -CMBS1 36208GYA0 12.83 5.86 6.24 6.670 GEN -CMBS1 36208GYA0 12.83 5.86 6.20 6.670 GEN -CMBS1 36208GYA0 12.83 5.86 6.16 6.670 GEN -CMBS1 36208GYA0 12.83 5.86 6.10 6.670 GEN -CMBS1 36208HBB1 11.92 5.63 7.93 6.375 GEN -CMBS1 36208HBB1 11.92 5.63 7.94 6.375 GEN -CMBS1 36208HBB1 11.92 5.63 7.94 6.375 GEN -CMBS1 36208HBB1 11.92 5.63 7.94 6.375 GEN -CMBS1 36208HBB1 11.92 5.63 7.94 6.375 GEN -CMBS1 36208HBB1 11.92 5.63 8.08 6.375 GEN -CMBS1 36208HBB1 11.92 5.63 8.24 6.375 GEN -CMBS1 36208HBB1 11.92 5.63 8.47 6.375 GEN -CMBS1 36208HBB1 11.92 5.63 8.75 6.375 GEN -CMBS1 36208HBB1 11.92 5.63 9.10 6.375 GEN -CMBS1 36208HBB1 11.92 5.63 10.27 6.375 GEN -CMBS1 36208HBB1 11.92 5.63 11.41 6.375 GEN -CMBS1 36208LD46 12.83 5.94 6.40 6.700 GEN -CMBS1 36208LD46 12.83 5.94 6.39 6.700 GEN -CMBS1 36208LD46 12.83 5.94 6.39 6.700 GEN -CMBS1 36208LD46 12.83 5.94 6.38 6.700 GEN -CMBS1 36208LD46 12.83 5.94 6.37 6.700 GEN -CMBS1 36208LD46 12.83 5.94 6.36 6.700 GEN -CMBS1 36208LD46 12.83 5.94 6.35 6.700 GEN -CMBS1 36208LD46 12.83 5.94 6.34 6.700 GEN -CMBS1 36208LD46 12.83 5.94 6.32 6.700
Page 4 of 20 Closed Block Assets 94 Exhibit C to the Plan of Reorganization Bonds Selected for Closed Block as of December 31, 1999 Selected Data
CBGROUP LONGCLASS CUSIP COMMIT BOOK PAR MARKET DUE ----------------------------------------------------------------------------------------------------------------------------- GEN -CMBS1 36208LD46 2099190AA2 875,947 870,459 851,962 4,860 GEN -CMBS1 36208LD46 2099221AA1 913,428 907,503 888,219 5,067 GEN -CMBS1 36208LD46 2099251AA4 514,662 511,187 500,324 2,854 GEN -CMBS1 36208LD46 2099279AA1 503,824 500,286 489,655 2,793 GEN -CMBS1 36208LD46 2099320AD3 826,141 820,055 802,629 4,579 GEN -CMBS1 36208LD46 2099341AA7 161,434 160,203 156,799 894 GEN -CMBS1 36209JZR5 2099004AB4 2,235,237 2,222,725 2,179,671 12,503 GEN -CMBS1 36209JZR5 2099061AA6 136,177 135,359 132,737 761 GEN -CMBS1 36209JZR5 2099089AB1 692,141 687,805 674,482 3,869 GEN -CMBS1 36209JZR5 2099120AC6 674,163 669,765 656,792 3,767 GEN -CMBS1 36209JZR5 2099146AB3 813,095 807,623 791,979 4,543 GEN -CMBS1 36209JZR5 2099176AA0 825,310 819,471 803,598 4,610 GEN -CMBS1 36209JZR5 2099209AD0 1,279,756 1,270,223 1,245,619 7,145 GEN -CMBS1 36209JZR5 2099242AC1 620,086 615,216 603,299 3,461 GEN -CMBS1 36209JZR5 2099271AA6 803,512 796,943 781,506 4,483 GEN -CMBS1 36209JZR5 2099301AA9 830,920 823,674 807,719 4,633 GEN -CMBS1 36209JZR5 2099328AA7 602,951 597,395 585,823 3,360 GEN -CMBS1 36209JZR5 2099355AB2 960,919 951,569 933,137 5,353 GEN -CMBS1 36209VDC5 2099055AB0 749,702 748,598 728,244 4,086 GEN -CMBS1 36209VDC5 2099085AA7 503,335 502,563 488,898 2,743 GEN -CMBS1 36209VDC5 2099118AA0 436,814 436,116 424,258 2,380 GEN -CMBS1 36209VDC5 2099147AG9 42,691 42,620 41,461 233 GEN -CMBS1 36209VDC5 2099197AA2 291,296 290,772 282,866 1,587 GEN -CMBS1 36209VDC5 2099237AA1 526,934 525,915 511,615 2,871 GEN -CMBS1 36209VDC5 2099308AA8 809,339 807,553 785,596 4,408 GEN -CMBS1 36209VDC5 2099322AD6 299,397 298,718 290,596 1,631 GEN -CMBS1 36209VDC5 2099349AA0 563,046 561,690 546,418 3,066 GEN -CMBS1 36210CKV4 2099242AB8 172,737 173,529 173,475 2,097 GEN -CMBS1 36210CKV4 2099308AA7 232,074 233,211 233,139 1,409 GEN -CMBS1 36210CKV4 2099347AA9 181,118 182,060 182,004 1,100 GEN -CMBS1 36210FH58 2099180AC8 478,045 478,045 472,667 2,769 GEN -CMBS1 36210FH58 2099209AD1 112,146 112,146 110,884 650 GEN -CMBS1 36210FH58 2099266AA4 616,023 611,671 604,790 3,543 GEN -CMBS1 36210FH58 2099301AA7 915,223 908,386 898,167 5,261 GEN -CMBS1 36210FH58 2099328AA1 651,425 646,280 639,009 3,743 GEN -CMBS1 36211EWR5 2099363AB2 6,012,188 6,000,000 5,802,852 34,875 GEN -CMBS1 36228CDG5 2099018AA2 10,141,273 10,000,000 9,231,250 56,083 GEN -CMBS1 437146A*4 2000000138 165,939 166,343 170,726 1,173 GEN -CMBS1 44108PAR4 2099224AA0 10,000,020 10,000,000 9,881,250 64,417 GEN -CMBS1 45254NAS6 2098301AA1 15,672,588 15,889,000 14,831,380 89,243 GEN -CMBS1 501773BD6 2098076AA0 10,904,658 10,890,000 10,148,500 60,621 GEN -CMBS1 502173AM9 2096089AB6 8,716,759 8,718,000 8,282,100 54,052 GEN -CMBS1 54714@9B0 2099061AA5 729,973 722,783 650,505 2,820 GEN -CMBS1 54714@9B0 2099153AC5 206,649 204,613 184,152 791 GEN -CMBS1 54714@9B0 2099153AC6 300,656 297,691 267,922 2,606 GEN -CMBS1 54714@9B0 2099153AC8 936,583 927,347 834,612 8,117 GEN -CMBS1 54714@9B0 2099167AA1 754,026 746,586 671,927 6,535 GEN -CMBS1 54714@9B0 2099204AA2 481,906 477,148 429,433 4,176 GEN -CMBS1 54714@9B0 2099224AA2 642,449 636,103 572,493 5,568 GEN -CMBS1 54714@9B0 2099266AA0 573,420 567,752 510,977 4,969 GEN -CMBS1 54714@9B0 2099295AA1 631,091 624,850 562,365 5,469 GEN -CMBS1 54714@9B0 2099327AB0 483,708 478,922 431,030 1,458 GEN -CMBS1 54714@9B0 2099357AA2 202,442 200,438 180,394 343 GEN -CMBS1 589929LN6 2096092AA2 7,951,429 8,000,000 7,797,496 49,467 GEN -CMBS1 589929MG0 2098341AA6 5,184,609 5,000,000 4,750,000 29,000 GEN -CMBS1 589929MG0 2098365AB5 5,104,075 5,000,000 4,750,000 29,000 GEN -CMBS1 597706AD2 2096275AB1 4,029,757 4,000,000 4,022,480 25,797 GEN -CMBS1 61745MEE9 2098005AA0 229,146 229,000 217,951 1,305 GEN -CMBS1 61745MJS3 2098321AA1 5,065,030 5,000,000 4,807,050 27,974 GEN -CMBS1 61745MJT1 2098321AA0 5,075,600 5,000,000 4,794,500 30,506 GEN -CMBS1 61910DBK7 2096184AF4 5,037,042 5,000,000 5,105,000 32,917 GEN -CMBS1 61910DDE9 2098301AA3 14,673,950 14,528,864 13,736,605 83,311 GEN -CMBS1 61910DFN7 2098365AC7 10,138,323 10,000,000 9,231,250 24,512 GEN -CMBS1 63859CAE3 2096129AA0 9,912,429 10,000,000 9,843,750 64,083 GEN -CMBS1 63859CBL6 2098322AA7 10,091,714 10,000,000 9,484,630 58,683 GEN -CMBS1 71912PAM4 2000000155 7,048,437 7,048,437 6,343,593 34,804 GEN -CMBS1 74436JCY1 2096002AA0 8,935,672 8,892,000 8,452,958 53,093 GEN -CMBS1 74436JDQ7 2098240AA2 10,121,933 10,000,000 9,190,620 56,183 GEN -CMBS1 863572DV2 2000000213 8,136,934 8,500,000 8,299,655 26,633 GEN -CMBS1 863572GT4 2095334AA6 877,058 888,897 888,897 5,185
CBGROUP LONGCLASS CUSIP AVGLIFE EFFDUR YIELD COUPON -------------------------------------------------------------------------------------- GEN -CMBS1 36208LD46 12.83 5.94 6.31 6.700 GEN -CMBS1 36208LD46 12.83 5.94 6.30 6.700 GEN -CMBS1 36208LD46 12.83 5.94 6.28 6.700 GEN -CMBS1 36208LD46 12.83 5.94 6.26 6.700 GEN -CMBS1 36208LD46 12.83 5.94 6.24 6.700 GEN -CMBS1 36208LD46 12.83 5.94 6.22 6.700 GEN -CMBS1 36209JZR5 12.75 5.94 6.27 6.750 GEN -CMBS1 36209JZR5 12.75 5.94 6.23 6.750 GEN -CMBS1 36209JZR5 12.75 5.94 6.21 6.750 GEN -CMBS1 36209JZR5 12.75 5.94 6.18 6.750 GEN -CMBS1 36209JZR5 12.75 5.94 6.17 6.750 GEN -CMBS1 36209JZR5 12.75 5.94 6.14 6.750 GEN -CMBS1 36209JZR5 12.75 5.94 6.10 6.750 GEN -CMBS1 36209JZR5 12.75 5.94 6.07 6.750 GEN -CMBS1 36209JZR5 12.75 5.94 6.04 6.750 GEN -CMBS1 36209JZR5 12.75 5.94 5.99 6.750 GEN -CMBS1 36209JZR5 12.75 5.94 5.95 6.750 GEN -CMBS1 36209JZR5 12.75 5.94 5.91 6.750 GEN -CMBS1 36209VDC5 12.58 5.90 6.41 6.550 GEN -CMBS1 36209VDC5 12.58 5.90 6.41 6.550 GEN -CMBS1 36209VDC5 12.58 5.90 6.40 6.550 GEN -CMBS1 36209VDC5 12.58 5.90 6.40 6.550 GEN -CMBS1 36209VDC5 12.58 5.90 6.38 6.550 GEN -CMBS1 36209VDC5 12.58 5.90 6.37 6.550 GEN -CMBS1 36209VDC5 12.58 5.90 6.35 6.550 GEN -CMBS1 36209VDC5 12.58 5.90 6.34 6.550 GEN -CMBS1 36209VDC5 12.58 5.90 6.33 6.550 GEN -CMBS1 36210CKV4 9.50 4.85 7.55 7.250 GEN -CMBS1 36210CKV4 9.50 4.85 7.57 7.250 GEN -CMBS1 36210CKV4 9.50 4.85 7.59 7.250 GEN -CMBS1 36210FH58 11.42 5.55 6.95 6.950 GEN -CMBS1 36210FH58 11.42 5.55 6.95 6.950 GEN -CMBS1 36210FH58 11.42 5.55 6.41 6.950 GEN -CMBS1 36210FH58 11.42 5.55 6.38 6.950 GEN -CMBS1 36210FH58 11.42 5.55 6.34 6.950 GEN -CMBS1 36211EWR5 7.67 4.24 7.73 7.750 GEN -CMBS1 36228CDG5 8.92 6.42 6.52 6.730 GEN -CMBS1 437146A*4 2.00 1.77 8.60 8.465 GEN -CMBS1 44108PAR4 9.58 6.48 7.73 7.730 GEN -CMBS1 45254NAS6 8.33 6.09 6.96 6.740 GEN -CMBS1 501773BD6 8.08 5.92 6.66 6.680 GEN -CMBS1 502173AM9 6.08 4.67 7.44 7.440 GEN -CMBS1 54714@9B0 12.00 8.03 6.78 6.850 GEN -CMBS1 54714@9B0 12.00 8.03 6.78 6.850 GEN -CMBS1 54714@9B0 12.00 8.03 6.78 6.850 GEN -CMBS1 54714@9B0 12.00 8.03 6.78 6.850 GEN -CMBS1 54714@9B0 12.00 8.03 6.78 6.850 GEN -CMBS1 54714@9B0 12.00 8.03 6.78 6.850 GEN -CMBS1 54714@9B0 12.00 8.03 6.78 6.850 GEN -CMBS1 54714@9B0 12.00 8.03 6.78 6.850 GEN -CMBS1 54714@9B0 12.00 8.03 6.78 6.850 GEN -CMBS1 54714@9B0 12.00 8.03 6.78 6.850 GEN -CMBS1 54714@9B0 12.00 8.03 6.78 6.850 GEN -CMBS1 589929LN6 6.33 4.86 7.54 7.420 GEN -CMBS1 589929MG0 6.92 5.23 6.29 6.960 GEN -CMBS1 589929MG0 6.92 5.23 6.58 6.960 GEN -CMBS1 597706AD2 6.67 5.05 7.59 7.739 GEN -CMBS1 61745MEE9 6.67 5.09 6.83 6.840 GEN -CMBS1 61745MJS3 8.58 6.22 6.50 6.922 GEN -CMBS1 61745MJT1 30.92 11.99 7.20 7.321 GEN -CMBS1 61910DBK7 6.17 4.74 7.75 7.900 GEN -CMBS1 61910DDE9 7.83 5.80 6.72 6.881 GEN -CMBS1 61910DFN7 8.58 6.14 6.58 6.788 GEN -CMBS1 63859CAE3 6.08 4.65 7.87 7.690 GEN -CMBS1 63859CBL6 8.58 6.12 6.90 7.042 GEN -CMBS1 71912PAM4 2.58 2.55 7.81 11.110 GEN -CMBS1 74436JCY1 9.25 6.48 7.09 7.165 GEN -CMBS1 74436JDQ7 9.67 6.69 6.45 6.742 GEN -CMBS1 863572DV2 2.92 2.55 8.74 7.050 GEN -CMBS1 863572GT4 2.58 2.31 7.60 7.000
Page 5 of 20 Closed Block Assets 95 Exhibit C to the Plan of Reorganization Bonds Selected for Closed Block as of December 31, 1999 Selected Data
CBGROUP LONGCLASS CUSIP COMMIT BOOK PAR MARKET DUE ----------------------------------------------------------------------------------------------------------------------------- GEN -CMBS2 226604AB2 2099364AC5 3,636,095 3,821,000 3,613,825 24,072 GEN -CMBS2 22660BAC4 2099070AA3 7,955,818 10,000,000 7,450,000 116,667 GEN -CMBS2 337367AE6 2098148AA1 2,422,975 2,500,000 2,162,243 14,121 GEN -CMBS2 337367AE6 2098152AA8 1,951,548 2,000,000 1,729,794 11,297 GEN -CMBS2 501773BE4 2098147AA3 3,003,392 3,000,000 2,691,561 17,450 GEN -CMBS2 501773BE4 2099055AA7 10,597,687 10,710,000 9,608,872 62,297 GEN -CMBS2 501773CE3 2099061AA2 4,772,444 5,000,000 4,372,000 27,083 GEN -CMBS2 501773CE3 2099119AC8 141,903 150,000 131,160 813 GEN -CMBS2 617059FF2 2099180AC9 2,372,835 2,500,000 2,290,550 14,858 GEN -CMBS2 617059GK0 2099223AA2 4,712,071 5,000,000 4,674,550 31,972 GEN -CMBS2 617059GN4 2099223AA1 2,710,623 3,000,000 2,680,170 19,183 GEN -CMBS2 69574EAR1 2099204AA1 4,293,221 4,476,000 4,066,580 26,670 GEN -CMBS2 863572PW7 2099364AC2 4,600,721 5,000,000 4,609,375 20,854 GEN -CMBS3 23322BCQ9 2099032AC3 4,123,922 5,200,000 3,630,250 91,951 GEN -CMBS3 61745MLF8 2099085AA5 8,007,654 10,742,000 7,455,614 57,022 GEN -CMBS3 74436JEK9 2099091AA5 7,950,546 10,451,500 7,211,535 52,902 GEN -CMBS3 78400EAK7 2099200AA2 5,371,843 6,000,000 5,493,750 6,952 GEN -CMBS3 78400EAK7 2099312AA0 3,931,681 4,275,000 3,914,297 4,953 GEN -CPRN1 003708AB0 2096121AA2 13,000,000 13,000,000 11,967,800 41,947 GEN -CPRN1 046003*X9 1010000028 750,000 750,000 840,413 34,156 GEN -CPRN1 06048@AA7 2000004AC8 1,428,767 1,432,744 1,500,226 8,823 GEN -CPRN1 07302#AA4 2097161AA1 1,970,526 1,970,526 1,901,597 6,638 GEN -CPRN1 07428#AA3 2097365AA1 2,438,382 2,438,382 2,304,002 8,020 GEN -CPRN1 124733AA4 2098008AA0 6,561,907 6,292,195 5,997,154 41,214 GEN -CPRN1 124733AA4 2098012AA0 3,503,392 3,146,098 2,998,577 20,607 GEN -CPRN1 12545@AA3 2099277AD2 2,327,456 2,327,456 2,168,467 5,092 GEN -CPRN1 12545@AA3 2099328AA2 6,336 6,336 5,903 14 GEN -CPRN1 12573@AB6 209MAN1009 2,065,581 2,065,581 1,936,627 23,552 GEN -CPRN1 12573@AB6 209MAN1010 1,032,914 1,032,914 968,430 11,778 GEN -CPRN1 12573@AB6 209MAN1011 1,136,032 1,136,032 1,065,110 12,953 GEN -CPRN1 12573@AB6 209MAN1012 1,859,098 1,859,098 1,743,034 21,198 GEN -CPRN1 12573@AB6 209MAN1013 1,342,764 1,342,764 1,258,935 15,310 GEN -CPRN1 12573@AB6 209MAN1014 826,183 826,183 774,605 9,420 GEN -CPRN1 12573@AB6 209MAN1015 2,272,313 2,272,313 2,130,452 25,909 GEN -CPRN1 12573@AB6 209MAN1016 1,394,323 1,394,323 1,307,276 15,898 GEN -CPRN1 12573@AB6 209MAN1017 2,850,616 2,850,616 2,672,652 32,503 GEN -CPRN1 12573@AB6 209MAN1050 1,445,882 1,445,882 1,355,616 16,486 GEN -CPRN1 12581@AA8 2099264AA0 1,795,626 1,795,626 1,606,654 3,896 GEN -CPRN1 12644@AA3 2099179AA2 14,678,948 14,678,948 12,290,242 291,312 GEN -CPRN1 12644@AB1 2099179AA3 7,175,000 7,175,000 6,656,391 103,910 GEN -CPRN1 141781G#5 2010000050 7,000,000 7,000,000 6,397,370 1,416 GEN -CPRN1 141781J#2 2098244AC9 14,531,250 14,531,250 11,778,450 109,558 GEN -CPRN1 16552#AA2 2098364AA0 2,142,422 2,142,422 1,954,831 2,446 GEN -CPRN1 171489AB3 1010000051 3,205,038 3,265,000 3,159,149 -3,754 GEN -CPRN1 19089#AA8 2098204AA5 2,003,466 2,003,466 1,769,401 4,163 GEN -CPRN1 21215#AA1 2096093AA2 18,887,252 18,887,252 17,694,522 387,118 GEN -CPRN1 23338*AB1 2098057AA6 5,850,209 5,850,209 5,351,420 191,610 GEN -CPRN1 257661A*9 2096304AB0 10,000,000 10,000,000 10,476,400 122,411 GEN -CPRN1 26908@AA4 2099179AA6 9,008,377 9,008,377 8,396,708 52,924 GEN -CPRN1 29102*AA4 1410000072 185,150 185,150 201,591 9,072 GEN -CPRN1 29374#AA1 2095242AA6 3,119,914 3,119,914 3,066,657 194,057 GEN -CPRN1 29374#AB9 2095361AA7 1,853,997 1,853,997 1,779,077 98,849 GEN -CPRN1 29374#AC7 2097062AA3 2,309,643 2,309,643 2,305,624 155,208 GEN -CPRN1 29374#AC7 2097092AA4 29,050 29,050 28,999 -1,033 GEN -CPRN1 29374#AD5 2096337AA4 4,891,426 4,891,426 4,778,972 297,888 GEN -CPRN1 30218PAA7 2099182AB2 5,677,142 5,677,142 5,452,497 17,434 GEN -CPRN1 30218PAA7 2099273AC0 3,879,696 3,879,696 3,726,176 11,914 GEN -CPRN1 33632*TG2 2098313AA1 9,653,615 9,432,884 7,659,313 302,501 GEN -CPRN1 362250AA0 2097216AA5 8,041,568 8,041,568 7,201,867 223,591 GEN -CPRN1 39053#AA8 2097365AA9 1,651,681 1,651,681 1,386,354 12,993 GEN -CPRN1 39063*AB8 1010000221 1,407,965 1,407,965 1,469,521 29,159 GEN -CPRN1 39063*AB8 1010000222 1,009,445 1,007,178 1,051,211 20,859 GEN -CPRN1 40453*AA6 2096155AB6 19,741,746 19,741,746 19,474,838 130,789 GEN -CPRN1 414763AX0 2010000362 8,960,000 8,960,000 8,076,992 104,533 GEN -CPRN1 416532AB5 1010000229 4,700,000 4,700,000 4,880,292 132,383 GEN -CPRN1 45103FAA5 2099336AB5 10,000,000 10,000,000 11,123,100 72,750 GEN -CPRN1 45103FAA5 2099336AB7 80,833 80,833 89,912 588 GEN -CPRN1 45103FAA5 2099343AA6 81,487 81,487 90,639 593 GEN -CPRN1 45290#AF7 2010000369 12,092,928 11,000,000 11,237,160 438,121 GEN -CPRN1 47909#AA7 2097216AA6 2,031,626 2,031,626 1,883,236 6,411
CBGROUP LONGCLASS CUSIP AVGLIFE EFFDUR YIELD COUPON --------------------------------------------------------------------------------------- GEN -CMBS2 226604AB2 33.50 11.65 7.98 7.560 GEN -CMBS2 22660BAC4 11.83 6.95 9.94 7.000 GEN -CMBS2 337367AE6 13.00 7.95 7.14 6.778 GEN -CMBS2 337367AE6 13.00 7.95 7.06 6.778 GEN -CMBS2 501773BE4 10.00 6.69 6.96 6.980 GEN -CMBS2 501773BE4 10.00 6.69 7.13 6.980 GEN -CMBS2 501773CE3 9.00 6.34 7.19 6.500 GEN -CMBS2 501773CE3 9.00 6.34 7.33 6.500 GEN -CMBS2 617059FF2 35.83 6.28 7.56 7.132 GEN -CMBS2 617059GK0 9.50 6.34 8.57 7.673 GEN -CMBS2 617059GN4 9.58 6.28 9.20 7.673 GEN -CMBS2 69574EAR1 9.58 6.52 7.76 7.150 GEN -CMBS2 863572PW7 10.00 6.68 8.34 7.150 GEN -CMBS3 23322BCQ9 13.00 6.98 10.00 7.150 GEN -CMBS3 61745MLF8 9.58 6.25 10.64 6.370 GEN -CMBS3 74436JEK9 10.17 6.61 9.82 6.074 GEN -CMBS3 78400EAK7 3.33 -0.11 9.66 5.642 GEN -CMBS3 78400EAK7 3.33 -0.11 8.75 5.642 GEN -CPRN1 003708AB0 11.50 7.47 7.26 7.260 GEN -CPRN1 046003*X9 4.58 3.50 10.93 10.930 GEN -CPRN1 06048@AA7 3.00 2.55 7.50 7.390 GEN -CPRN1 07302#AA4 10.42 6.42 7.58 7.580 GEN -CPRN1 07428#AA3 10.92 6.59 7.40 7.400 GEN -CPRN1 124733AA4 14.92 8.47 7.28 7.860 GEN -CPRN1 124733AA4 14.92 8.47 6.40 7.860 GEN -CPRN1 12545@AA3 10.33 6.20 7.16 7.160 GEN -CPRN1 12545@AA3 10.33 6.20 7.16 7.160 GEN -CPRN1 12573@AB6 9.83 6.45 0.00 7.330 GEN -CPRN1 12573@AB6 9.83 6.45 0.00 7.330 GEN -CPRN1 12573@AB6 9.83 6.45 0.00 7.330 GEN -CPRN1 12573@AB6 9.83 6.45 7.33 7.330 GEN -CPRN1 12573@AB6 9.83 6.45 0.00 7.330 GEN -CPRN1 12573@AB6 9.83 6.45 7.33 7.330 GEN -CPRN1 12573@AB6 9.83 6.45 0.00 7.330 GEN -CPRN1 12573@AB6 9.83 6.45 7.33 7.330 GEN -CPRN1 12573@AB6 9.83 6.45 7.33 7.330 GEN -CPRN1 12573@AB6 9.83 6.45 7.33 7.330 GEN -CPRN1 12581@AA8 14.08 7.60 7.10 7.100 GEN -CPRN1 12644@AA3 18.75 9.52 6.74 6.740 GEN -CPRN1 12644@AB1 7.92 5.54 6.86 6.860 GEN -CPRN1 141781G#5 14.00 7.87 7.28 7.280 GEN -CPRN1 141781J#2 18.67 9.40 4.70 6.620 GEN -CPRN1 16552#AA2 10.00 6.14 6.85 6.850 GEN -CPRN1 171489AB3 8.00 5.79 8.61 7.750 GEN -CPRN1 19089#AA8 12.33 7.07 6.80 6.800 GEN -CPRN1 21215#AA1 7.17 5.00 6.96 6.961 GEN -CPRN1 23338*AB1 11.25 6.62 7.10 7.103 GEN -CPRN1 257661A*9 3.83 3.10 9.58 9.580 GEN -CPRN1 26908@AA4 10.25 6.40 7.05 7.050 GEN -CPRN1 29102*AA4 8.50 5.58 9.80 9.800 GEN -CPRN1 29374#AA1 4.17 3.41 7.24 7.240 GEN -CPRN1 29374#AB9 4.17 3.45 6.57 6.570 GEN -CPRN1 29374#AC7 4.17 3.39 7.68 7.680 GEN -CPRN1 29374#AC7 4.17 3.39 7.68 7.680 GEN -CPRN1 29374#AD5 4.17 3.42 6.96 6.960 GEN -CPRN1 30218PAA7 8.08 5.41 7.37 7.370 GEN -CPRN1 30218PAA7 8.08 5.41 7.37 7.370 GEN -CPRN1 33632*TG2 18.00 9.19 6.26 6.597 GEN -CPRN1 362250AA0 18.67 9.26 7.36 7.360 GEN -CPRN1 39053#AA8 18.08 9.14 6.90 6.900 GEN -CPRN1 39063*AB8 2.33 1.98 9.81 9.810 GEN -CPRN1 39063*AB8 2.33 1.98 9.67 9.810 GEN -CPRN1 40453*AA6 18.75 8.73 7.95 7.950 GEN -CPRN1 414763AX0 13.83 8.35 7.00 7.000 GEN -CPRN1 416532AB5 7.17 5.21 8.45 8.450 GEN -CPRN1 45103FAA5 11.67 6.97 9.70 9.700 GEN -CPRN1 45103FAA5 11.67 6.97 9.70 9.700 GEN -CPRN1 45103FAA5 11.67 6.97 9.70 9.700 GEN -CPRN1 45290#AF7 7.58 5.28 6.97 8.690 GEN -CPRN1 47909#AA7 10.50 6.46 7.10 7.100
Page 6 of 20 Closed Block Assets 96 Exhibit C to the Plan of Reorganization Bonds Selected for Closed Block as of December 31, 1999 Selected Data
CBGROUP LONGCLASS CUSIP COMMIT BOOK PAR MARKET DUE ----------------------------------------------------------------------------------------------------------------------------- GEN -CPRN1 48250*AA4 2097365AA7 1,805,856 1,805,856 1,515,763 3,807 GEN -CPRN1 49889#AC3 2097329AA1 5,000,000 5,000,000 4,447,200 61,678 GEN -CPRN1 49889#AH2 2098307AB9 5,000,000 5,000,000 4,257,850 58,204 GEN -CPRN1 501673AA5 2099120AC2 5,500,000 5,500,000 5,257,615 18,715 GEN -CPRN1 50188*AA7 2099179AA4 10,000,000 10,000,000 9,055,700 21,114 GEN -CPRN1 52465#AK1 2099201AB0 5,476,348 5,476,348 5,060,638 32,949 GEN -CPRN1 52675*AA3 109MAN1052 7,859,958 7,859,958 8,098,271 86,674 GEN -CPRN1 53226LAA8 2099182AB1 3,303,105 3,303,105 3,019,203 11,496 GEN -CPRN1 55271QAC2 2098244AC8 3,781,718 3,781,718 3,267,253 730 GEN -CPRN1 55271QAE8 2099005AC0 3,105,000 3,105,000 2,678,063 524 GEN -CPRN1 56962#AA2 2098264AA2 2,621,957 2,621,957 2,302,813 7,493 GEN -CPRN1 58528#AK3 209MAN1040 3,104,669 3,104,669 3,164,278 65,586 GEN -CPRN1 58528#AN7 209MAN1041 2,919,089 2,919,089 2,975,135 61,666 GEN -CPRN1 58528#AR8 209MAN1042 3,012,305 3,012,305 3,070,141 63,635 GEN -CPRN1 58528#BD8 2010000382 2,860,000 2,860,000 2,779,806 83,059 GEN -CPRN1 58528#BG1 2010000383 3,810,000 3,810,000 3,703,168 110,649 GEN -CPRN1 58528#BK2 2010000384 3,170,000 3,170,000 3,081,113 92,062 GEN -CPRN1 61744#AB5 2010000396 20,000,000 20,000,000 20,431,799 567,333 GEN -CPRN1 62938*AA5 2010000398 8,500,000 8,500,000 8,724,655 90,147 GEN -CPRN1 64907*AE0 2010000403 2,340,000 2,340,000 2,202,408 12,578 GEN -CPRN1 68259@AA1 2000005AA7 8,681,983 8,681,983 8,546,544 17,538 GEN -CPRN1 71257#AA5 2010000419 300,000 300,000 282,360 1,613 GEN -CPRN1 71715#AA1 2098303AA1 2,101,768 2,101,768 1,904,664 2,368 GEN -CPRN1 71715*AA5 2098329AA6 2,280,542 2,280,542 2,066,672 2,554 GEN -CPRN1 71716#AA0 2099215AA3 1,747,098 1,747,098 1,660,285 2,254 GEN -CPRN1 71716@AA2 2099215AA2 2,602,800 2,602,800 2,474,117 6,156 GEN -CPRN1 72633#AA8 2098264AA3 3,620,742 3,620,742 3,176,767 10,347 GEN -CPRN1 74042#AA9 10MAN10020 2,960,521 2,869,236 2,957,493 128,685 GEN -CPRN1 74042#AA9 10MAN10021 101,159 101,159 104,271 4,537 GEN -CPRN1 74042#AA9 10MAN10022 129,400 129,400 133,380 5,804 GEN -CPRN1 74042#AA9 10MAN10023 65,242 65,242 67,249 2,926 GEN -CPRN1 762324AB7 1410000134 1,000,000 1,000,000 849,770 20,833 GEN -CPRN1 768901KX7 2000011AA0 21,001 21,001 20,025 71 GEN -CPRN1 768901KX7 2000011AA1 82,977 82,977 79,118 280 GEN -CPRN1 768901KX7 2099131AA6 2,165,473 2,165,473 2,064,778 7,305 GEN -CPRN1 77640#AA8 2098307AC0 3,483,336 3,483,336 3,059,274 9,986 GEN -CPRN1 78400#AA6 2000012AA0 2,374,476 2,374,476 2,175,447 15,058 GEN -CPRN1 784010AA8 2098363AB3 4,997,445 5,000,000 4,799,400 173,750 GEN -CPRN1 86175#AA2 2097294AA1 4,507,145 4,507,145 3,981,116 82,258 GEN -CPRN1 870849AA4 2098005AA4 14,576,697 14,576,697 12,300,109 60,040 GEN -CPRN1 87656#AA8 2098146AA1 1,674,094 1,674,094 1,487,148 1,897 GEN -CPRN1 87656@AA0 2099050AA8 2,260,327 2,260,327 2,072,177 2,588 GEN -CPRN1 879383AA5 2098348AA8 8,998,002 9,000,000 8,516,790 29,920 GEN -CPRN1 90390FAA3 2099152AB1 9,550,000 9,550,000 8,743,503 86,274 GEN -CPRN1 91024@AA7 2000004AD1 960,644 948,141 964,989 6,645 GEN -CPRN1 912029AA3 2099124AA4 17,635,000 17,635,000 18,104,091 52,043 GEN -CPRN1 912029AC9 2000005AA8 6,330,000 6,330,000 6,015,399 41,462 GEN -CPRN1 92948#AG3 2000004AC7 3,773,750 4,368,289 3,851,258 6,184 GEN -CPRN1 94766@AA3 2098264AA1 2,621,959 2,621,959 2,302,814 7,493 GEN -CPRN1 95976*AC4 2010000491 660,000 660,000 621,192 3,548 GEN -CPRN1 97112*AA9 2098294AA5 4,190,647 4,190,647 3,646,031 12,237 GEN -CPRN1 97180*JW9 1010000362 574,638 574,638 613,064 15,134 GEN -CPRN1 97180*JX7 1010000363 551,349 551,349 587,319 14,520 GEN -CPRN1 97180*JY5 1010000364 876,194 876,194 947,061 43,722 GEN -CPRN1 97180*JZ2 1010000365 591,600 591,600 641,844 29,521 GEN -CPRN1 97180*KA5 1010000366 934,316 934,316 1,012,686 24,606 GEN -CPRN1 97180*KH0 1010000368 198,545 198,545 215,198 5,229 GEN -CPRN1 97180*KH0 1010000369 702,845 702,845 761,799 18,510 GEN -CPRN1 97180*KH0 1010000370 720,769 720,769 781,227 18,982 GEN -CPRN1 97180*KH0 1010000371 326,506 326,506 353,893 8,599 GEN -CPRN1 97180*LV8 1010000373 298,576 298,576 321,154 414 GEN -CPRN1 97180*LX4 1010000374 213,914 213,914 228,920 297 GEN -CPRN1 97180*LZ9 1010000375 452,369 452,369 486,577 627 GEN -CPRN1 97180*QU5 1010000376 6,000,000 6,000,000 6,364,740 143,040 GEN -CPRN1 97180*XL7 2095109AC1 403,777 403,777 390,307 1,915 GEN -CPRN1 97180*XN3 2095109AA2 2,465,116 2,465,116 2,382,880 11,689 GEN -CPRN1 97180*XP8 2095110AA7 256,355 256,355 246,911 1,216 GEN -CPRN1 97180*XQ6 2095111AA7 54,429 54,429 50,752 271 GEN -CPRN1 97180*XS2 2095116AB8 247,260 247,260 230,555 1,232 GEN -CPRN1 97180*XT0 2095111AA0 32,375 32,375 29,974 161
CBGROUP LONGCLASS CUSIP AVGLIFE EFFDUR YIELD COUPON -------------------------------------------------------------------------------------- GEN -CPRN1 48250*AA4 18.08 9.14 6.90 6.900 GEN -CPRN1 49889#AC3 11.83 7.44 7.28 7.280 GEN -CPRN1 49889#AH2 12.83 7.88 6.87 6.870 GEN -CPRN1 501673AA5 9.92 6.17 7.66 7.656 GEN -CPRN1 50188*AA7 9.50 6.47 6.91 6.910 GEN -CPRN1 52465#AK1 10.75 6.33 7.22 7.220 GEN -CPRN1 52675*AA3 6.50 4.66 8.63 8.630 GEN -CPRN1 53226LAA8 11.92 7.06 7.37 7.370 GEN -CPRN1 55271QAC2 14.50 8.57 3.14 6.950 GEN -CPRN1 55271QAE8 9.17 6.25 6.08 6.080 GEN -CPRN1 56962#AA2 11.08 6.74 6.43 6.430 GEN -CPRN1 58528#AK3 3.25 2.67 8.45 8.450 GEN -CPRN1 58528#AN7 3.25 2.67 8.45 8.450 GEN -CPRN1 58528#AR8 3.25 2.67 8.45 8.450 GEN -CPRN1 58528#BD8 3.58 3.02 6.97 6.970 GEN -CPRN1 58528#BG1 3.58 3.02 6.97 6.970 GEN -CPRN1 58528#BK2 3.58 3.02 6.97 6.970 GEN -CPRN1 61744#AB5 5.17 4.03 8.51 8.510 GEN -CPRN1 62938*AA5 4.67 3.62 8.30 8.300 GEN -CPRN1 64907*AE0 4.58 3.55 6.45 6.450 GEN -CPRN1 68259@AA1 21.67 9.44 8.08 8.080 GEN -CPRN1 71257#AA5 4.58 3.55 6.45 6.450 GEN -CPRN1 71715#AA1 10.08 6.18 6.76 6.760 GEN -CPRN1 71715*AA5 9.92 6.09 6.72 6.720 GEN -CPRN1 71716#AA0 12.58 7.07 7.74 7.740 GEN -CPRN1 71716@AA2 12.50 7.04 7.74 7.740 GEN -CPRN1 72633#AA8 11.25 6.78 6.43 6.430 GEN -CPRN1 74042#AA9 11.00 6.69 8.05 8.970 GEN -CPRN1 74042#AA9 11.00 6.69 8.97 8.970 GEN -CPRN1 74042#AA9 11.00 6.69 8.97 8.970 GEN -CPRN1 74042#AA9 11.00 6.69 8.97 8.970 GEN -CPRN1 762324AB7 6.08 4.92 5.00 5.000 GEN -CPRN1 768901KX7 20.50 19.62 7.59 7.590 GEN -CPRN1 768901KX7 20.50 19.62 7.59 7.590 GEN -CPRN1 768901KX7 20.50 19.62 7.59 7.590 GEN -CPRN1 77640#AA8 11.25 6.80 6.45 6.450 GEN -CPRN1 78400#AA6 18.17 9.06 7.61 7.610 GEN -CPRN1 784010AA8 6.83 4.81 6.96 6.950 GEN -CPRN1 86175#AA2 26.67 10.38 7.45 7.452 GEN -CPRN1 870849AA4 17.42 9.42 6.74 6.740 GEN -CPRN1 87656#AA8 11.58 6.82 6.80 6.800 GEN -CPRN1 87656@AA0 9.67 5.94 6.87 6.870 GEN -CPRN1 879383AA5 9.00 6.33 7.48 7.480 GEN -CPRN1 90390FAA3 10.75 6.73 7.07 7.070 GEN -CPRN1 91024@AA7 3.00 2.53 7.88 8.410 GEN -CPRN1 912029AA3 7.67 5.86 6.64 6.640 GEN -CPRN1 912029AC9 13.58 7.99 7.86 7.860 GEN -CPRN1 92948#AG3 19.83 9.03 8.95 7.280 GEN -CPRN1 94766@AA3 11.08 6.74 6.43 6.430 GEN -CPRN1 95976*AC4 4.58 3.55 6.45 6.450 GEN -CPRN1 97112*AA9 13.50 7.61 6.57 6.570 GEN -CPRN1 97180*JW9 4.00 3.15 9.98 9.980 GEN -CPRN1 97180*JX7 3.83 3.06 9.98 9.980 GEN -CPRN1 97180*JY5 5.00 3.77 9.98 9.980 GEN -CPRN1 97180*JZ2 6.00 4.33 9.98 9.980 GEN -CPRN1 97180*KA5 5.25 4.00 9.98 9.980 GEN -CPRN1 97180*KH0 5.25 4.00 9.98 9.980 GEN -CPRN1 97180*KH0 5.25 4.00 9.98 9.980 GEN -CPRN1 97180*KH0 5.25 4.00 9.98 9.980 GEN -CPRN1 97180*KH0 5.25 4.00 9.98 9.980 GEN -CPRN1 97180*LV8 4.50 3.61 9.98 9.980 GEN -CPRN1 97180*LX4 4.25 3.37 9.98 9.980 GEN -CPRN1 97180*LZ9 4.50 3.61 9.98 9.980 GEN -CPRN1 97180*QU5 13.25 7.69 8.94 8.940 GEN -CPRN1 97180*XL7 2.00 1.80 5.69 5.690 GEN -CPRN1 97180*XN3 2.00 1.80 5.69 5.690 GEN -CPRN1 97180*XP8 2.00 1.79 5.69 5.690 GEN -CPRN1 97180*XQ6 4.58 3.55 5.98 5.980 GEN -CPRN1 97180*XS2 4.58 3.55 5.98 5.980 GEN -CPRN1 97180*XT0 4.58 3.53 5.98 5.980
Page 7 of 20 Closed Block Assets 97 Exhibit C to the Plan of Reorganization Bonds Selected for Closed Block as of December 31, 1999 Selected Data
CBGROUP LONGCLASS CUSIP COMMIT BOOK PAR MARKET DUE ----------------------------------------------------------------------------------------------------------------------------- GEN -CPRN1 97181#DZ3 2097364AA0 1,164,654 1,164,654 1,093,482 6,726 GEN -CPRN1 97789#AA7 2096284AA4 15,206,951 15,206,951 14,291,340 549,748 GEN -CPRN1 B1718@AB3 2010000001 20,000,000 20,000,000 20,006,599 561,978 GEN -CPRN1 Q2107#AA4 2098062AA0 7,000,000 7,000,000 5,989,970 164,714 GEN -CPRN1 WALMART BONDS 16,193,878 16,193,878 16,193,878 0 GEN -CPRN2 007566A*3 2097003AC7 8,000,000 8,000,000 8,016,640 1,767 GEN -CPRN2 00821#AA1 1010000012 2,766,666 2,766,666 2,881,870 21,396 GEN -CPRN2 02460#AA3 2094339AA1 14,285,714 14,285,714 14,384,000 195,000 GEN -CPRN2 02913#AA6 2095216AA9 12,440,365 12,440,365 12,037,919 235,123 GEN -CPRN2 03968@AA0 2097365AA2 3,000,000 3,000,000 2,902,980 9,800 GEN -CPRN2 045650D@4 2095242AA0 5,000,000 5,000,000 4,764,150 152,678 GEN -CPRN2 091250A*1 2010000036 10,000,000 10,000,000 9,348,100 44,578 GEN -CPRN2 12489@AA1 2095270AA1 409,960 409,960 398,830 2,651 GEN -CPRN2 12490#AA6 2095270AA6 362,879 362,879 353,026 2,347 GEN -CPRN2 12490*AA0 2095270AA7 292,257 292,257 284,322 1,890 GEN -CPRN2 12490@AA8 2095270AA8 927,855 927,855 902,663 6,000 GEN -CPRN2 12491#AA5 2095270AA9 374,649 374,649 364,477 2,423 GEN -CPRN2 12491@AA7 2095270AB0 1,940,103 1,940,103 1,887,429 12,546 GEN -CPRN2 12619*AA6 2098006AA0 5,600,000 5,600,000 5,234,880 13,851 GEN -CPRN2 16937#AB6 2000004AA8 2,733,947 3,000,000 2,782,740 61,349 GEN -CPRN2 16937#AB6 2097336AA2 1,402,941 1,402,941 1,301,340 28,690 GEN -CPRN2 16937#AB6 2098062AA4 344,118 344,118 319,197 7,037 GEN -CPRN2 16937#AB6 2098152AB1 264,706 264,706 245,536 5,413 GEN -CPRN2 16937#AB6 2098247AA1 979,412 979,412 908,483 20,029 GEN -CPRN2 16937#AB6 2098335AA4 6,008,824 6,008,824 5,573,665 122,879 GEN -CPRN2 20029#AC5 2099160AA3 10,000,000 10,000,000 9,100,900 92,000 GEN -CPRN2 21685FA*5 2095004AA9 8,333,333 8,333,333 8,460,999 90,829 GEN -CPRN2 21923#AA4 2097002AB1 6,600,000 6,600,000 6,238,650 1,381 GEN -CPRN2 21923#AA4 2099179AA5 5,979,699 6,000,000 5,671,500 1,255 GEN -CPRN2 28088@AD6 2099267AA2 6,000,000 6,000,000 5,939,760 44,653 GEN -CPRN2 315293B*0 2098240AA0 10,000,000 10,000,000 8,950,600 301,667 GEN -CPRN2 36218#AA6 2096346AA1 9,248,093 9,248,093 8,148,680 230,894 GEN -CPRN2 39839#AA9 2099074AA0 2,500,000 2,500,000 2,411,525 60,739 GEN -CPRN2 39840*AA0 2010000358 12,500,000 12,500,000 12,552,500 348,715 GEN -CPRN2 408859A*7 2098173AB2 10,000,000 10,000,000 9,132,500 350,542 GEN -CPRN2 42726#AA9 2096184AE7 5,000,000 5,000,000 4,914,450 1,188 GEN -CPRN2 429060A*7 2097106AA0 7,500,000 7,500,000 7,073,025 133,313 GEN -CPRN2 44575*AA1 209MAN1036 4,157,079 4,157,079 4,338,660 85,303 GEN -CPRN2 459668A@8 2096326AA1 7,000,000 7,000,000 6,801,550 76,467 GEN -CPRN2 462622B@9 2010000372 11,000,000 11,000,000 10,455,060 201,300 GEN -CPRN2 48003#AC6 2000004AB0 3,942,884 4,000,000 3,999,560 109,067 GEN -CPRN2 50164*AA5 209MAN1037 3,387,264 3,387,264 3,303,971 21,933 GEN -CPRN2 50165#AE2 2096061AA0 8,441,945 8,441,945 8,019,172 50,511 GEN -CPRN2 50214#AA1 2095093AA2 28,380,720 28,380,720 30,763,280 1,303,432 GEN -CPRN2 525392AA4 2000006AA0 8,000,000 8,000,000 8,290,400 27,813 GEN -CPRN2 553045A*6 2097003AB4 5,000,000 5,000,000 4,871,600 28,506 GEN -CPRN2 56615*AR0 2098342AA6 5,000,000 5,000,000 4,655,500 43,828 GEN -CPRN2 56615*AX7 2099182AA9 2,000,000 2,000,000 1,956,240 80,181 GEN -CPRN2 59560#AA2 2097286AA6 9,000,000 9,000,000 8,591,400 66,555 GEN -CPRN2 60400#AB2 2097246AB2 15,000,000 15,000,000 14,302,950 386,000 GEN -CPRN2 612085C@7 1410000110 1,457,325 1,457,325 1,507,530 372 GEN -CPRN2 61220#AA0 209MAN1043 3,564,452 3,564,452 3,718,187 14,448 GEN -CPRN2 64038#AB4 2010000402 10,000,000 10,000,000 10,136,800 218,653 GEN -CPRN2 65488BAA7 2098177AA4 4,812,500 4,812,500 4,196,404 28,674 GEN -CPRN2 66939#AA1 2010000409 2,972,892 2,972,892 3,030,864 112,593 GEN -CPRN2 68633#AC2 2010000414 4,285,714 4,285,714 4,340,485 1,011 GEN -CPRN2 68633#AJ7 2010000415 2,285,714 2,285,714 2,223,634 16,244 GEN -CPRN2 69347#AD5 2097329AA0 6,145,030 6,145,030 4,865,389 212,232 GEN -CPRN2 716600H#1 2099091AA2 3,000,000 3,000,000 2,944,110 57,075 GEN -CPRN2 716600H@3 2099091AA3 2,000,000 2,000,000 1,980,520 37,800 GEN -CPRN2 716600J*3 2099091AA1 4,000,000 4,000,000 3,917,880 77,100 GEN -CPRN2 716600J@1 2099091AA0 3,000,000 3,000,000 2,920,440 58,650 GEN -CPRN2 74730*AH5 2095276AA0 10,000,000 10,000,000 9,146,800 252,000 GEN -CPRN2 75867@AA0 2099337AA4 3,000,000 3,000,000 3,067,140 22,863 GEN -CPRN2 77519@AB6 2096064AA6 10,000,000 10,000,000 9,325,800 235,528 GEN -CPRN2 779268C*0 2010000442 2,857,143 2,857,143 2,800,771 8,813 GEN -CPRN2 78070#AA5 209MAN1045 6,773,844 6,773,844 6,607,411 43,861 GEN -CPRN2 78393@AA7 2099182AA8 5,000,000 5,000,000 4,636,650 16,089 GEN -CPRN2 816074B@6 2099061AB2 10,000,000 10,000,000 9,265,900 275,022 GEN -CPRN2 82048@AQ3 2010000446 8,266,092 8,266,092 7,957,518 1,825
CBGROUP LONGCLASS CUSIP AVGLIFE EFFDUR YIELD COUPON ---------------------------------------------------------------------------------------- GEN -CPRN1 97181#DZ3 7.50 5.16 6.93 6.930 GEN -CPRN1 97789#AA7 19.00 9.50 7.84 7.840 GEN -CPRN1 B1718@AB3 9.67 6.37 8.36 8.360 GEN -CPRN1 Q2107#AA4 13.17 7.98 6.94 6.940 GEN -CPRN1 WALMART BONDS 9.67 9.10 7.50 7.500 GEN -CPRN2 007566A*3 2.50 2.19 7.95 7.950 GEN -CPRN2 00821#AA1 3.42 2.73 9.28 9.280 GEN -CPRN2 02460#AA3 2.83 2.40 8.19 8.190 GEN -CPRN2 02913#AA6 6.00 4.29 7.56 7.560 GEN -CPRN2 03968@AA0 5.00 3.93 7.35 7.350 GEN -CPRN2 045650D@4 5.58 4.34 7.28 7.280 GEN -CPRN2 091250A*1 4.00 3.25 38.90 7.280 GEN -CPRN2 12489@AA1 7.50 5.07 7.76 7.760 GEN -CPRN2 12490#AA6 7.50 5.07 7.76 7.760 GEN -CPRN2 12490*AA0 7.50 5.07 7.76 7.760 GEN -CPRN2 12490@AA8 7.50 5.07 7.76 7.760 GEN -CPRN2 12491#AA5 7.50 5.07 7.76 7.760 GEN -CPRN2 12491@AA7 7.50 5.07 7.76 7.760 GEN -CPRN2 12619*AA6 8.00 5.82 7.42 7.420 GEN -CPRN2 16937#AB6 17.75 8.82 9.34 8.090 GEN -CPRN2 16937#AB6 17.75 8.82 7.99 8.090 GEN -CPRN2 16937#AB6 17.75 8.82 7.99 8.090 GEN -CPRN2 16937#AB6 17.75 8.82 7.99 8.090 GEN -CPRN2 16937#AB6 17.75 8.82 7.98 8.090 GEN -CPRN2 16937#AB6 17.75 8.82 7.98 8.090 GEN -CPRN2 20029#AC5 9.42 6.29 7.20 7.200 GEN -CPRN2 21685FA*5 2.83 2.43 8.53 8.530 GEN -CPRN2 21923#AA4 7.50 5.44 7.53 7.530 GEN -CPRN2 21923#AA4 7.50 5.44 7.59 7.530 GEN -CPRN2 28088@AD6 5.33 4.09 7.88 7.880 GEN -CPRN2 315293B*0 10.58 6.84 7.24 7.240 GEN -CPRN2 36218#AA6 16.17 8.56 7.49 7.490 GEN -CPRN2 39839#AA9 2.92 2.31 7.54 7.540 GEN -CPRN2 39840*AA0 5.17 3.82 8.30 8.300 GEN -CPRN2 408859A*7 8.00 5.69 7.05 7.050 GEN -CPRN2 42726#AA9 11.50 7.19 8.55 8.550 GEN -CPRN2 429060A*7 7.25 5.16 7.11 7.110 GEN -CPRN2 44575*AA1 4.42 3.36 9.12 9.120 GEN -CPRN2 459668A@8 4.75 3.71 7.42 7.420 GEN -CPRN2 462622B@9 6.25 4.69 7.32 7.320 GEN -CPRN2 48003#AC6 4.75 3.60 8.57 8.180 GEN -CPRN2 50164*AA5 7.00 4.69 7.77 7.770 GEN -CPRN2 50165#AE2 6.42 4.57 7.18 7.180 GEN -CPRN2 50214#AA1 11.58 6.70 9.96 9.960 GEN -CPRN2 525392AA4 4.75 3.77 8.94 8.940 GEN -CPRN2 553045A*6 3.92 3.19 7.33 7.330 GEN -CPRN2 56615*AR0 5.92 4.65 6.86 6.860 GEN -CPRN2 56615*AX7 6.50 4.94 7.93 7.930 GEN -CPRN2 59560#AA2 8.67 5.95 7.83 7.830 GEN -CPRN2 60400#AB2 7.67 5.45 7.73 7.720 GEN -CPRN2 612085C@7 3.17 2.68 9.20 9.200 GEN -CPRN2 61220#AA0 4.25 3.34 9.12 9.120 GEN -CPRN2 64038#AB4 6.92 5.01 8.65 8.650 GEN -CPRN2 65488BAA7 14.08 7.59 5.36 7.150 GEN -CPRN2 66939#AA1 2.00 1.68 8.97 8.970 GEN -CPRN2 68633#AC2 2.00 1.79 8.49 8.490 GEN -CPRN2 68633#AJ7 2.42 2.11 6.56 6.560 GEN -CPRN2 69347#AD5 12.83 7.39 7.49 7.490 GEN -CPRN2 716600H#1 4.25 3.50 7.61 7.610 GEN -CPRN2 716600H@3 3.25 2.78 7.56 7.560 GEN -CPRN2 716600J*3 5.25 4.15 7.71 7.710 GEN -CPRN2 716600J@1 6.25 4.75 7.82 7.820 GEN -CPRN2 74730*AH5 11.17 6.89 7.56 7.560 GEN -CPRN2 75867@AA0 5.92 4.48 8.85 8.850 GEN -CPRN2 77519@AB6 6.17 4.76 6.95 6.950 GEN -CPRN2 779268C*0 2.50 2.16 6.94 6.940 GEN -CPRN2 78070#AA5 7.00 4.69 7.77 7.770 GEN -CPRN2 78393@AA7 10.50 6.20 7.24 7.240 GEN -CPRN2 816074B@6 5.58 4.13 7.28 7.280 GEN -CPRN2 82048@AQ3 8.75 5.78 7.79 7.950
Page 8 of 20 Closed Block Assets 98 Exhibit C to the Plan of Reorganization Bonds Selected for Closed Block as of December 31, 1999 Selected Data
CBGROUP LONGCLASS CUSIP COMMIT BOOK PAR MARKET DUE ----------------------------------------------------------------------------------------------------------------------------- GEN -CPRN2 82048@AQ3 2094334AA5 1,250,229 1,250,229 1,203,558 276 GEN -CPRN2 83272*AB3 2010000447 5,500,000 5,500,000 5,303,320 99,032 GEN -CPRN2 84363*AF2 1010000326 2,968,000 2,968,000 3,267,857 14,114 GEN -CPRN2 861906AB1 2010000452 7,000,000 7,000,000 6,762,770 244,703 GEN -CPRN2 86211#AC4 1010000330 3,500,000 3,500,000 3,698,835 44,678 GEN -CPRN2 86448#AA3 2096075AA7 10,000,000 10,000,000 9,571,000 2,094 GEN -CPRN2 89626*AB3 2094362AA6 10,000,000 10,000,000 10,457,200 2,725 GEN -CPRN2 89677*AB1 2000004AC5 2,917,688 3,000,000 2,945,160 58,240 GEN -CPRN2 89677*AB1 2097330AA3 6,000,000 6,000,000 5,890,320 116,480 GEN -CPRN2 89677*AC9 2098274AA7 10,000,000 10,000,000 9,743,000 205,817 GEN -CPRN2 89677@AP8 2010000004 7,200,000 7,200,000 7,674,624 230,728 GEN -CPRN2 89903#AA5 2095346AA3 7,703,711 7,703,711 7,515,663 43,333 GEN -CPRN2 901857AB8 2099302AA4 10,000,000 10,000,000 10,020,100 193,900 GEN -CPRN2 92948#AH1 2000004AD2 3,687,982 4,045,361 3,669,668 102,851 GEN -CPRN2 93105*AF6 2010000488 10,714,286 10,714,286 10,599,001 34,762 GEN -CPRN2 957090A#0 2096057AB1 14,000,000 14,000,000 13,761,580 414,750 GEN -CPRN2 96787*AC1 2099267AA0 5,000,000 5,000,000 4,873,550 135,333 GEN -CPRN2 96787*AD9 2099267AA1 5,000,000 5,000,000 4,862,850 136,667 GEN -CPRN2 97180*VL9 209MAN1047 6,712,599 6,712,599 6,375,223 241,312 GEN -CPRN2 97180*VL9 209MAN1048 971,790 971,790 922,948 34,935 GEN -CPRN2 97180*XM5 2095108AB0 827,683 827,683 797,191 3,925 GEN -CPRN2 97180*XR4 2095116AB0 57,116 57,116 52,881 285 GEN -CPRN2 97181#AT0 2095010AA0 9,965,216 9,965,216 10,330,840 5,055 GEN -CPRN2 97181#AV5 2095055AA2 2,189,377 2,189,377 2,269,464 76,069 GEN -CPRN2 97181#BD4 2095093AA1 2,434,326 2,434,326 2,524,225 56,798 GEN -CPRN2 97181#BJ1 2095166AA0 2,903,928 2,903,928 3,012,999 22,094 GEN -CPRN2 97181#EA7 2097365AA0 1,593,437 1,593,437 1,362,484 9,202 GEN -CPRN2 97181#EB5 2097363AA5 4,204,342 4,204,342 3,947,415 24,280 GEN -CPRN2 97181#EC3 2097363AB1 128,880 128,880 119,765 744 GEN -CPRN2 F3994@AA2 2094364AA2 16,000,000 16,000,000 16,278,560 42,827 GEN -CPRN2 F5460#AC6 2099167AA0 10,000,000 10,000,000 9,678,900 77,100 GEN -CPRN2 G0127#AD9 209MAN1057 15,000,000 15,000,000 14,932,800 83,025 GEN -CPRN2 G1612*AB7 2010000003 20,000,000 20,000,000 19,056,400 418,100 GEN -CPRN2 G3782#AD9 2096151AA2 5,000,000 5,000,000 4,805,150 60,981 GEN -CPRN2 G3782#AG2 2097212AA7 5,000,000 5,000,000 4,724,900 166,729 GEN -CPRN2 G8344#AA5 2097209AA4 10,000,000 10,000,000 9,563,100 346,139 GEN -CPRN2 N6216@AB6 2010000007 10,000,000 10,000,000 9,565,400 56,583 GEN -CPRN2 N8327*AB0 2010000008 4,500,000 4,500,000 4,339,080 81,026 GEN -CPRN2 P4564#AC3 2097183AA7 10,000,000 10,000,000 9,922,600 13,983 GEN -CPRN2 V8615#AA0 2096228AA3 10,000,000 10,000,000 10,121,300 73,022 GEN -CPRN2 V8615#AD4 2098181AA2 5,000,000 5,000,000 4,672,150 12,567 GEN -CPRN3 207633@K5 2000004AA9 3,733,541 3,617,468 3,691,771 31,171 GEN -CPRN3 207633@L3 1010000056 1,172,300 1,172,337 1,196,616 10,102 GEN -CPRN3 207633@L3 1010000057 1,172,124 1,172,103 1,196,377 10,100 GEN -CPRN3 207633@L3 1010000058 167,910 161,881 165,233 1,395 GEN -CPRN3 207633@L3 1010000059 501,496 483,488 493,501 4,166 GEN -CPRN3 207633@L3 1410000049 1,332,562 1,332,562 1,360,160 11,482 GEN -CPRN3 207633@L3 1410000050 1,684,822 1,684,822 1,719,714 14,518 GEN -CPRN3 23327@AA4 2098294AA6 5,000,000 5,000,000 4,662,100 91,225 GEN -CPRN3 E7846#AA2 2097308AB1 10,000,000 10,000,000 9,927,400 200,250 GEN -CPRN3 P1511#AB5 2000004AD3 3,925,277 4,000,000 3,976,320 2,930 GEN -CPRN3 P1511#AB5 2096002AA4 4,000,000 4,000,000 3,976,320 2,930 GEN -CPRN3 P9032#AB8 2098138AA6 220,038 220,038 211,657 35,679 GEN -CPRN3 P9032#AC6 2098139AA0 209,003 209,003 192,632 33,890 GEN -CPRN3 P9032#AD4 2098139AA1 197,115 197,115 173,426 31,962 GEN -CPRN3 P9032#AE2 2098139AA6 187,366 187,366 157,502 30,381 GEN -CPRN3 P9032#AF9 2098139AA7 176,689 176,689 142,127 28,650 GEN -CPRN3 P9032#AG7 2098140AA0 167,798 167,798 129,008 27,208 GEN -CPRN3 P9032#AH5 2098141AA0 158,217 158,217 115,152 25,655 GEN -CPRN3 P9032#AJ1 2098141AA1 150,110 150,110 104,195 24,340 GEN -CPRN3 P9032#AK8 2098142AA3 141,638 141,638 93,773 22,966 GEN -CPRN3 P9032#AL6 2098279AA5 134,102 134,102 84,605 21,745 GEN -CPRN3 P9032#AM4 2098286AA6 126,413 126,413 74,954 20,498 GEN -CPRN3 P9032#AN2 2098286AA4 119,678 119,678 67,590 19,406 GEN -CPRN3 P9032#AP7 2098286AA3 112,799 112,799 60,718 18,290 GEN -CPRN3 P9032#AQ5 2098286AA2 106,662 106,662 54,673 17,295 GEN -CPRN3 P9032#AR3 2098286AA1 100,517 100,517 48,393 16,299 GEN -CPRN3 P9032#AS1 2098286AA0 94,926 94,926 43,460 15,392 GEN -CPRN3 P9032#AT9 2098279AA4 89,450 89,450 38,959 14,504 GEN -CPRN3 P9032#AU6 2098286AA5 84,331 84,331 34,917 13,674
CBGROUP LONGCLASS CUSIP AVGLIFE EFFDUR YIELD COUPON --------------------------------------------------------------------------------------- GEN -CPRN2 82048@AQ3 8.75 5.78 7.89 7.950 GEN -CPRN2 83272*AB3 3.75 3.16 6.97 6.970 GEN -CPRN2 84363*AF2 5.00 3.85 10.70 10.700 GEN -CPRN2 861906AB1 4.00 3.29 7.11 7.110 GEN -CPRN2 86211#AC4 3.42 2.73 9.99 9.990 GEN -CPRN2 86448#AA3 7.00 5.09 7.54 7.540 GEN -CPRN2 89626*AB3 2.75 2.34 9.81 9.810 GEN -CPRN2 89677*AB1 4.75 3.72 8.41 7.680 GEN -CPRN2 89677*AB1 4.75 3.72 7.68 7.680 GEN -CPRN2 89677*AC9 3.25 2.72 6.99 6.990 GEN -CPRN2 89677@AP8 5.00 3.94 7.64 7.640 GEN -CPRN2 89903#AA5 10.00 6.41 8.10 8.100 GEN -CPRN2 901857AB8 29.75 10.72 8.31 8.310 GEN -CPRN2 92948#AH1 8.92 5.58 7.85 6.730 GEN -CPRN2 93105*AF6 2.25 1.89 7.30 7.300 GEN -CPRN2 957090A#0 3.08 2.51 7.11 7.110 GEN -CPRN2 96787*AC1 7.67 5.50 8.12 8.120 GEN -CPRN2 96787*AD9 9.67 6.43 8.20 8.200 GEN -CPRN2 97180*VL9 6.00 4.26 7.23 7.230 GEN -CPRN2 97180*VL9 6.00 4.26 7.23 7.230 GEN -CPRN2 97180*XM5 2.00 1.79 5.69 5.690 GEN -CPRN2 97180*XR4 4.58 3.53 5.98 5.980 GEN -CPRN2 97181#AT0 7.08 4.98 9.13 9.130 GEN -CPRN2 97181#AV5 7.17 4.86 9.13 9.130 GEN -CPRN2 97181#BD4 7.25 4.97 9.13 9.130 GEN -CPRN2 97181#BJ1 7.42 5.14 9.13 9.130 GEN -CPRN2 97181#EA7 12.92 7.96 6.93 6.930 GEN -CPRN2 97181#EB5 7.50 5.16 6.93 6.930 GEN -CPRN2 97181#EC3 7.50 5.13 6.93 6.930 GEN -CPRN2 F3994@AA2 2.00 1.78 8.76 8.760 GEN -CPRN2 F5460#AC6 6.42 4.80 7.71 7.710 GEN -CPRN2 G0127#AD9 7.25 5.22 49.92 8.320 GEN -CPRN2 G1612*AB7 4.17 3.49 6.78 6.780 GEN -CPRN2 G3782#AD9 6.33 4.86 7.57 7.570 GEN -CPRN2 G3782#AG2 7.58 5.41 7.55 7.550 GEN -CPRN2 G8344#AA5 5.50 4.23 7.33 7.330 GEN -CPRN2 N6216@AB6 3.92 3.28 6.44 6.790 GEN -CPRN2 N8327*AB0 3.75 3.16 6.97 6.970 GEN -CPRN2 P4564#AC3 9.50 6.28 8.39 8.390 GEN -CPRN2 V8615#AA0 4.67 3.65 8.29 8.480 GEN -CPRN2 V8615#AD4 6.50 4.93 6.96 6.960 GEN -CPRN3 207633@K5 7.83 5.23 9.75 10.340 GEN -CPRN3 207633@L3 7.92 5.31 10.34 10.340 GEN -CPRN3 207633@L3 7.92 5.31 10.34 10.340 GEN -CPRN3 207633@L3 7.92 5.31 9.67 10.340 GEN -CPRN3 207633@L3 7.92 5.31 9.67 10.340 GEN -CPRN3 207633@L3 7.92 5.31 10.34 10.340 GEN -CPRN3 207633@L3 7.92 5.31 10.34 10.340 GEN -CPRN3 23327@AA4 9.00 5.79 7.38 7.380 GEN -CPRN3 E7846#AA2 5.33 4.14 7.95 8.010 GEN -CPRN3 P1511#AB5 2.08 1.88 9.80 8.540 GEN -CPRN3 P1511#AB5 2.08 1.88 8.79 8.540 GEN -CPRN3 P9032#AB8 0.50 0.48 7.94 7.942 GEN -CPRN3 P9032#AC6 1.00 0.96 7.94 7.942 GEN -CPRN3 P9032#AD4 1.50 1.44 7.94 7.942 GEN -CPRN3 P9032#AE2 2.00 1.92 7.94 7.942 GEN -CPRN3 P9032#AF9 2.50 2.40 7.94 7.942 GEN -CPRN3 P9032#AG7 3.00 2.87 7.94 7.942 GEN -CPRN3 P9032#AH5 3.50 3.35 7.94 7.942 GEN -CPRN3 P9032#AJ1 4.00 3.82 7.94 7.942 GEN -CPRN3 P9032#AK8 4.50 4.30 7.94 7.942 GEN -CPRN3 P9032#AL6 5.00 4.78 7.94 7.942 GEN -CPRN3 P9032#AM4 5.50 5.25 7.94 7.942 GEN -CPRN3 P9032#AN2 6.00 5.72 7.94 7.942 GEN -CPRN3 P9032#AP7 6.50 6.20 7.94 7.942 GEN -CPRN3 P9032#AQ5 7.00 6.67 7.94 7.942 GEN -CPRN3 P9032#AR3 7.50 7.14 7.94 7.942 GEN -CPRN3 P9032#AS1 8.00 7.62 7.94 7.942 GEN -CPRN3 P9032#AT9 8.50 8.09 7.94 7.942 GEN -CPRN3 P9032#AU6 9.00 8.57 7.94 7.942
Page 9 of 20 Closed Block Assets 99 Exhibit C to the Plan of Reorganization Bonds Selected for Closed Block as of December 31, 1999 Selected Data
CBGROUP LONGCLASS CUSIP COMMIT BOOK PAR MARKET DUE ----------------------------------------------------------------------------------------------------------------------------- GEN -CPRN3 P9032#AV4 2098278AA0 77,385 77,385 30,481 12,548 GEN -CPUC1 017348AP8 2095255AA1 6,045,000 6,045,000 5,935,888 153,342 GEN -CPUC1 0183394P3 2096018AA1 4,222,148 4,250,000 3,921,603 37,471 GEN -CPUC1 03255LAM1 2097043AA2 10,904,304 11,130,000 10,679,680 273,613 GEN -CPUC1 03255LAM1 2098244AA7 287,001 270,000 259,076 6,638 GEN -CPUC1 047681GT2 2097328AA8 4,953,898 5,000,000 4,458,500 29,167 GEN -CPUC1 161477AA2 2098047AA0 5,145,911 5,000,000 4,558,000 31,958 GEN -CPUC1 167592KR4 2095198AA5 682,641 750,000 650,093 18,750 GEN -CPUC1 200339AD1 2010000068 6,964,553 7,000,000 6,446,300 41,563 GEN -CPUC1 200339AD1 2010000069 2,984,808 3,000,000 2,762,700 17,813 GEN -CPUC1 200339AD1 2010000070 2,317,917 2,600,000 2,394,340 15,438 GEN -CPUC1 200339AD1 2010000071 4,473,596 5,000,000 4,604,500 29,688 GEN -CPUC1 20774HUQ5 2096361AA3 8,295,290 8,385,000 8,058,824 308,149 GEN -CPUC1 26156FAA1 2099146AA1 5,000,000 5,000,000 4,716,000 204,907 GEN -CPUC1 337363AE5 2097318AA2 5,192,581 5,000,000 4,668,000 33,500 GEN -CPUC1 404398AA7 2099195AA6 4,000,000 4,000,000 3,920,400 971 GEN -CPUC1 452001TZ3 2097175AA1 4,665,000 4,665,000 4,454,562 182,868 GEN -CPUC1 452001TZ3 2099119AC1 150,310 140,000 133,685 5,488 GEN -CPUC1 4520102G5 2010000366 16,790,000 16,790,000 16,390,398 119,489 GEN -CPUC1 593240BD5 2095048AA9 13,041,444 13,075,000 13,767,452 372,638 GEN -CPUC1 62874HAA3 2097318AA1 5,303,311 5,000,000 4,836,000 87,083 GEN -CPUC1 6522327P8 2096025AA5 2,095,901 2,100,000 1,946,826 67,783 GEN -CPUC1 694665AC4 1410000123 4,700,640 5,616,000 5,273,986 81,900 GEN -CPUC1 718937AB1 2098189AA2 6,000,000 6,000,000 5,509,440 33,500 GEN -CPUC1 725302AL7 2095037AA8 3,245,000 3,245,000 3,443,724 93,564 GEN -CPUC1 725302AM5 2095037AA9 3,650,000 3,650,000 3,891,484 105,850 GEN -CPUC1 725302AN3 2095037AB0 2,000,000 2,000,000 2,134,880 58,667 GEN -CPUC1 725302AQ6 2095037AB1 4,755,000 4,755,000 5,079,053 141,382 GEN -CPUC1 8126254D0 2010000445 11,120,000 11,120,000 10,947,417 207,666 GEN -CPUC1 86959CAA1 2097073AA1 14,701,800 15,000,000 13,990,651 338,438 GEN -CPUC1 914451AL3 2096072AD7 2,783,530 2,790,000 2,681,357 51,615 GEN -CPUC1 914451AL3 2098089AA7 89,018 85,000 81,690 1,573 GEN -CPUC1 914451AM1 2096072AD6 729,208 730,000 685,514 13,961 GEN -CPUC1 914451AM1 2096255AA0 57,044 60,000 56,344 1,148 GEN -CPUC1 914451AM1 2099119AC5 47,434 45,000 42,258 861 GEN -CPUC1 92977EAA3 2099046AA0 5,562,599 5,000,000 4,711,500 33,188 GEN -CPUC2 32055JAJ4 2095108AA7 9,910,679 10,000,000 9,680,000 199,063 GEN -CPUC3 03672NAC4 2098058AA1 4,955,568 5,050,000 4,487,430 189,375 GEN -CPUC3 11815HAB0 2098232AA2 2,035,217 2,000,000 1,960,000 7,556 GEN -CPUC3 11815HAB0 2098349AA3 1,030,809 1,000,000 980,000 3,778 GEN -CPUC3 442488AE2 2099123AC1 4,000,000 4,000,000 3,860,000 60,833 GEN -CPUC3 45245EAE9 2098341AA8 2,700,000 2,700,000 2,538,000 17,719 GEN -CPUC3 45245EAE9 2098343AA2 2,826,044 2,800,000 2,632,000 18,375 GEN -CPUC3 45245EAE9 2099119AD0 24,828 25,000 23,500 164 GEN -CPUC3 74925LAF7 2099214AA8 1,282,401 1,250,000 1,353,125 41,866 GEN -CPUC3 74925LAF7 2099214AA9 1,285,343 1,250,000 1,353,125 41,866 GEN -CPUC3 74925LAF7 2099214AB0 2,500,000 2,500,000 2,706,250 83,733 GEN -CPUN1 00104PAC3 2097349AA1 15,000,000 15,000,000 14,011,501 465,063 GEN -CPUN1 001957AV1 2099348AB3 6,504,250 7,000,000 6,370,700 123,667 GEN -CPUN1 00949TAA8 2096282AA2 4,050,036 4,000,000 3,993,600 138,333 GEN -CPUN1 010869BZ7 2099036AA8 4,982,922 5,000,000 4,285,550 81,250 GEN -CPUN1 02913LCU7 2099327AA0 7,464,157 7,500,000 7,348,500 47,630 GEN -CPUN1 046003JS9 2099349AA2 5,788,280 6,000,000 5,724,600 57,500 GEN -CPUN1 049164AK2 2098257AA1 4,913,974 4,913,974 4,466,458 180,318 GEN -CPUN1 055450AE0 2010000033 4,981,591 5,000,000 4,317,000 56,250 GEN -CPUN1 055450AE0 2010000034 4,981,591 5,000,000 4,317,000 56,250 GEN -CPUN1 05965FAA6 2098302AB8 4,979,671 5,000,000 4,722,000 54,167 GEN -CPUN1 066748AB0 1010000032 8,037,185 8,000,000 8,208,000 29,689 GEN -CPUN1 126410BQ1 1495276AA2 3,307,317 3,307,317 3,435,971 92,715 GEN -CPUN1 134429AJ8 2099349AA6 5,033,748 5,000,000 4,922,500 72,833 GEN -CPUN1 135087WN0 2098245AA6 104,402 105,000 101,753 4,594 GEN -CPUN1 136375BC5 2096268AA4 9,904,808 9,904,808 9,708,692 778,133 GEN -CPUN1 166751AF4 2099347AA2 7,523,524 7,530,000 7,428,345 108,087 GEN -CPUN1 167592PK4 2096303AA8 2,250,000 2,250,000 2,209,298 79,875 GEN -CPUN1 191219BG8 2099348AB4 7,028,964 7,000,000 6,871,200 137,156 GEN -CPUN1 210805AS6 2098345AA0 2,789,849 2,789,849 2,818,027 59,039 GEN -CPUN1 212257AU3 2097338AA5 4,076,280 4,000,000 3,754,000 22,833 GEN -CPUN1 24820RAA6 2010000083 9,965,787 10,000,000 10,006,400 48,125 GEN -CPUN1 24919PDV3 2097195AA0 3,790,000 3,790,000 3,575,410 11,623 GEN -CPUN1 24919PDW1 2097195AA2 5,500,000 5,500,000 5,175,060 16,964
CBGROUP LONGCLASS CUSIP AVGLIFE EFFDUR YIELD COUPON --------------------------------------------------------------------------------------- GEN -CPRN3 P9032#AV4 9.50 9.05 7.94 7.942 GEN -CPUC1 017348AP8 15.67 6.81 7.61 7.610 GEN -CPUC1 0183394P3 14.92 7.81 6.97 6.900 GEN -CPUC1 03255LAM1 20.67 8.14 7.57 7.375 GEN -CPUC1 03255LAM1 20.67 8.14 6.49 7.375 GEN -CPUC1 047681GT2 28.92 9.24 7.08 7.000 GEN -CPUC1 161477AA2 26.92 8.64 7.37 7.670 GEN -CPUC1 167592KR4 18.00 9.07 5.81 5.000 GEN -CPUC1 200339AD1 13.92 7.70 7.18 7.125 GEN -CPUC1 200339AD1 13.92 7.70 7.18 7.125 GEN -CPUC1 200339AD1 13.92 7.70 8.47 7.125 GEN -CPUC1 200339AD1 13.92 7.70 8.42 7.125 GEN -CPUC1 20774HUQ5 17.50 7.73 7.46 7.350 GEN -CPUC1 26156FAA1 31.50 10.76 8.15 8.151 GEN -CPUC1 337363AE5 26.92 8.35 7.63 8.040 GEN -CPUC1 404398AA7 31.50 10.46 8.74 8.741 GEN -CPUC1 452001TZ3 24.50 8.24 7.84 7.840 GEN -CPUC1 452001TZ3 24.50 8.24 6.78 7.840 GEN -CPUC1 4520102G5 14.92 6.48 8.54 8.540 GEN -CPUC1 593240BD5 5.67 6.12 8.58 8.550 GEN -CPUC1 62874HAA3 27.33 8.07 7.56 8.250 GEN -CPUC1 6522327P8 16.08 7.62 7.02 7.000 GEN -CPUC1 694665AC4 2.67 2.41 11.65 4.375 GEN -CPUC1 718937AB1 13.17 8.31 6.70 6.700 GEN -CPUC1 725302AL7 6.67 4.79 8.65 8.650 GEN -CPUC1 725302AM5 5.67 4.99 8.70 8.700 GEN -CPUC1 725302AN3 5.67 5.16 8.80 8.800 GEN -CPUC1 725302AQ6 5.67 5.45 8.92 8.920 GEN -CPUC1 8126254D0 9.75 5.83 7.47 7.470 GEN -CPUC1 86959CAA1 49.25 12.57 6.46 7.125 GEN -CPUC1 914451AL3 11.25 6.57 7.43 7.400 GEN -CPUC1 914451AL3 11.25 6.57 6.65 7.400 GEN -CPUC1 914451AM1 20.25 7.89 7.66 7.650 GEN -CPUC1 914451AM1 20.25 7.89 8.15 7.650 GEN -CPUC1 914451AM1 20.25 7.89 6.78 7.650 GEN -CPUC1 92977EAA3 27.42 10.59 6.46 7.965 GEN -CPUC2 32055JAJ4 8.25 5.82 8.03 7.875 GEN -CPUC3 03672NAC4 7.58 5.02 9.35 9.000 GEN -CPUC3 11815HAB0 6.00 4.56 7.97 8.500 GEN -CPUC3 11815HAB0 6.00 4.56 7.58 8.500 GEN -CPUC3 442488AE2 9.33 5.50 9.13 9.125 GEN -CPUC3 45245EAE9 5.92 4.56 7.88 7.875 GEN -CPUC3 45245EAE9 5.92 4.56 7.64 7.875 GEN -CPUC3 45245EAE9 5.92 4.56 8.02 7.875 GEN -CPUC3 74925LAF7 9.25 4.57 10.85 11.375 GEN -CPUC3 74925LAF7 9.25 4.57 10.80 11.375 GEN -CPUC3 74925LAF7 9.25 4.57 11.38 11.375 GEN -CPUN1 00104PAC3 27.08 10.01 8.21 8.207 GEN -CPUN1 001957AV1 9.25 6.53 7.06 6.000 GEN -CPUN1 00949TAA8 6.58 4.92 7.26 7.500 GEN -CPUN1 010869BZ7 17.83 9.62 6.53 6.500 GEN -CPUN1 02913LCU7 11.92 7.74 7.44 7.375 GEN -CPUN1 046003JS9 3.83 3.34 6.81 5.750 GEN -CPUN1 049164AK2 18.00 9.09 7.38 7.380 GEN -CPUN1 055450AE0 13.83 8.35 6.79 6.750 GEN -CPUN1 055450AE0 13.83 8.35 6.79 6.750 GEN -CPUN1 05965FAA6 5.83 4.68 6.59 6.500 GEN -CPUN1 066748AB0 7.50 5.49 8.27 8.350 GEN -CPUN1 126410BQ1 6.17 4.66 8.41 8.410 GEN -CPUN1 134429AJ8 6.83 5.26 6.77 6.900 GEN -CPUN1 135087WN0 3.67 3.22 5.42 5.250 GEN -CPUN1 136375BC5 14.00 8.00 7.90 7.900 GEN -CPUN1 166751AF4 4.75 3.97 6.65 6.625 GEN -CPUN1 167592PK4 6.00 4.63 7.10 7.100 GEN -CPUN1 191219BG8 9.75 6.78 7.07 7.125 GEN -CPUN1 210805AS6 14.50 7.92 8.56 8.560 GEN -CPUN1 212257AU3 11.42 7.64 6.61 6.850 GEN -CPUN1 24820RAA6 22.92 10.50 7.91 7.875 GEN -CPUN1 24919PDV3 12.00 7.88 6.90 6.900 GEN -CPUN1 24919PDW1 13.00 8.26 6.94 6.940
Page 10 of 20 Closed Block Assets 100 Exhibit C to the Plan of Reorganization Bonds Selected for Closed Block as of December 31, 1999 Selected Data
CBGROUP LONGCLASS CUSIP COMMIT BOOK PAR MARKET DUE ----------------------------------------------------------------------------------------------------------------------------- GEN -CPUN1 263534BH1 2099347AA3 5,002,729 5,000,000 4,937,000 66,563 GEN -CPUN1 3134A0TG7 2099323AE4 9,696,609 10,000,000 9,512,500 267,750 GEN -CPUN1 3134A0TG7 2099326AA9 9,698,865 10,000,000 9,512,500 267,750 GEN -CPUN1 320500AA9 2010000105 1,055,993 1,100,000 1,085,480 6,353 GEN -CPUN1 337434NR1 2010000110 5,000,000 5,000,000 5,028,500 159,375 GEN -CPUN1 337434NR1 2010000111 2,000,000 2,000,000 2,011,400 63,750 GEN -CPUN1 343254AC2 2097213AA5 10,989,731 11,000,000 10,326,800 263,725 GEN -CPUN1 343254AJ7 2099105AA3 5,128,421 5,000,000 4,652,500 124,688 GEN -CPUN1 345370BQ2 2099347AA1 5,022,966 5,000,000 4,882,500 90,625 GEN -CPUN1 345397RS4 2099349AA3 4,985,985 5,000,000 4,936,500 100,979 GEN -CPUN1 345397RS4 2099349AA4 4,986,084 5,000,000 4,936,500 100,979 GEN -CPUN1 40415EAA2 2099279AA2 5,019,870 5,000,000 4,756,250 96,372 GEN -CPUN1 431294AA5 2099153AD0 10,000,000 10,000,000 9,406,250 132,708 GEN -CPUN1 431294AA5 2099153AD1 22,000,000 22,000,000 20,693,750 291,958 GEN -CPUN1 431573AC8 2097343AA1 4,960,133 5,000,000 4,365,000 15,000 GEN -CPUN1 45920QCG7 2099347AA7 4,791,269 5,000,000 4,742,000 61,719 GEN -CPUN1 477122AQ8 2096144AA0 7,175,249 7,175,249 7,087,137 98,480 GEN -CPUN1 494393AA9 2099063AC3 551,000 551,000 597,449 24,137 GEN -CPUN1 574754AA5 2097266AA2 3,800,000 3,800,000 3,586,896 87,527 GEN -CPUN1 574754AA5 2099341AA6 4,869,093 5,100,000 4,813,992 117,470 GEN -CPUN1 574754AB3 2098322AA5 3,997,332 4,000,000 3,635,480 87,600 GEN -CPUN1 574754AB3 2099119AC7 70,254 70,000 63,621 1,533 GEN -CPUN1 58501WBN0 2098323AA1 9,752,896 9,752,896 8,698,998 235,288 GEN -CPUN1 63859DAA9 2097345AA0 3,000,000 3,000,000 2,921,580 217,679 GEN -CPUN1 63859DAA9 2099047AA2 5,213,009 5,000,000 4,869,300 362,798 GEN -CPUN1 645913AA2 2097178AB0 500,000 500,000 478,490 14,025 GEN -CPUN1 645913AA2 2097178AB1 5,754,000 5,754,000 5,506,463 161,400 GEN -CPUN1 649716CU9 2098103AA1 2,491,238 2,500,000 2,267,450 26,042 GEN -CPUN1 649716NV5 2099344AB2 7,531,557 7,620,000 7,456,932 96,308 GEN -CPUN1 656531AJ9 2099018AA9 5,000,000 5,000,000 4,466,500 164,847 GEN -CPUN1 667294AJ1 2099047AA3 4,962,429 4,962,429 4,628,954 152,181 GEN -CPUN1 667294AQ5 2099341AA8 1,500,000 1,500,000 1,487,070 7,274 GEN -CPUN1 667294AQ5 2099343AB1 3,552,259 3,500,000 3,469,830 16,972 GEN -CPUN1 66765RAF3 2099347AA0 4,937,207 5,000,000 4,889,000 26,667 GEN -CPUN1 683078FY0 2010000413 2,992,024 3,000,000 2,991,900 56,496 GEN -CPUN1 683078FY0 2095110AA5 1,994,683 2,000,000 1,994,600 37,664 GEN -CPUN1 71345LEA2 2099347AA4 4,872,354 5,000,000 4,831,000 143,750 GEN -CPUN1 7252087R7 2098043AA1 6,972,130 7,000,000 6,133,470 151,667 GEN -CPUN1 742718BM0 2099348AB5 7,017,657 7,000,000 6,846,700 140,365 GEN -CPUN1 744593AC8 2098047AA2 14,361,615 14,237,916 12,838,044 76,114 GEN -CPUN1 78004VAA1 2099272AA6 7,384,466 7,500,000 7,497,750 167,813 GEN -CPUN1 78004VAA1 2099281AA9 2,459,387 2,500,000 2,499,250 55,938 GEN -CPUN1 786106ED2 2095180AA0 18,931,782 19,000,000 18,219,100 493,472 GEN -CPUN1 797652YU2 2096330AA1 5,194,049 5,350,000 4,952,923 61,302 GEN -CPUN1 802595AV0 2096332AA2 2,505,000 2,505,000 2,427,445 45,842 GEN -CPUN1 80311TAZ5 2099349AA1 5,148,539 5,000,000 5,114,500 119,986 GEN -CPUN1 809877AP8 2096032AA8 1,209,000 1,209,000 1,351,904 52,961 GEN -CPUN1 85228TAD5 2096275AA6 1,585,000 1,585,000 1,594,082 58,328 GEN -CPUN1 85228TAE3 2096275AA4 1,000,000 1,000,000 1,007,900 37,250 GEN -CPUN1 85228TAJ2 2096275AA5 8,000,000 8,000,000 8,006,080 304,000 GEN -CPUN1 870845AC8 2098031AA1 5,483,336 5,000,000 4,850,000 129,167 GEN -CPUN1 90332UAA1 2098348AA4 9,194,073 9,194,073 8,248,462 264,164 GEN -CPUN1 911546WA3 2096045AB3 4,757,344 4,757,344 4,334,416 67,893 GEN -CPUN1 911546WA3 2096045AB4 1,839,664 1,834,771 1,671,660 26,184 GEN -CPUN1 911546WA3 2096052AC0 4,272,257 4,322,115 3,937,879 61,681 GEN -CPUN1 931142BE2 2099347AA5 4,982,408 5,000,000 4,868,000 134,635 GEN -CPUN1 961548AR5 2097021AA2 5,000,000 5,000,000 4,641,050 176,836 GEN -CPUN1 962166AR5 2099355AA3 483,170 500,000 478,050 18,125 GEN -CPUN1 981469AA7 2096332AA0 7,000,000 7,000,000 6,547,800 40,542 GEN -CPUN1 98155KAH5 2098224AA3 3,993,246 4,000,000 3,838,000 96,711 GEN -CPUN2 023589AC8 2097295AA2 6,000,000 6,000,000 5,934,360 90,377 GEN -CPUN2 05965LAA3 2099074AA1 4,327,911 5,000,000 4,453,000 158,472 GEN -CPUN2 06670QAY4 2010000035 10,102,297 10,000,000 9,807,000 30,222 GEN -CPUN2 126408BK8 2097129AA2 4,993,950 5,000,000 4,911,000 62,083 GEN -CPUN2 151313AD5 2098348AA0 4,992,994 5,000,000 4,951,500 32,292 GEN -CPUN2 156686AL1 2098019AA1 4,993,754 5,000,000 4,550,000 145,250 GEN -CPUN2 202795EC0 1410000048 3,018,142 3,000,000 3,064,200 61,875 GEN -CPUN2 202795EL0 2098077AA0 4,152,771 3,750,000 3,855,000 66,302 GEN -CPUN2 204449AC6 2099018AA4 4,993,747 5,000,000 4,895,500 209,375 GEN -CPUN2 20448TAA2 2010000073 3,627,587 3,900,000 3,621,150 18,376
CBGROUP LONGCLASS CUSIP AVGLIFE EFFDUR YIELD COUPON -------------------------------------------------------------------------------------- GEN -CPUN1 263534BH1 4.83 3.99 6.74 6.750 GEN -CPUN1 3134A0TG7 6.08 4.84 6.57 5.950 GEN -CPUN1 3134A0TG7 6.08 4.84 6.56 5.950 GEN -CPUN1 320500AA9 3.92 3.35 8.14 6.930 GEN -CPUN1 337434NR1 3.58 3.00 7.65 7.650 GEN -CPUN1 337434NR1 3.58 3.00 7.65 7.650 GEN -CPUN1 343254AC2 7.67 5.65 6.87 6.850 GEN -CPUN1 343254AJ7 19.17 9.77 6.88 7.125 GEN -CPUN1 345370BQ2 8.75 6.25 7.18 7.250 GEN -CPUN1 345397RS4 2.67 2.38 6.67 6.550 GEN -CPUN1 345397RS4 2.67 2.38 6.66 6.550 GEN -CPUN1 40415EAA2 22.67 10.11 7.59 7.625 GEN -CPUN1 431294AA5 14.33 9.73 5.25 5.250 GEN -CPUN1 431294AA5 14.33 9.73 5.25 5.250 GEN -CPUN1 431573AC8 28.00 11.49 6.81 6.750 GEN -CPUN1 45920QCG7 4.25 3.68 6.76 5.625 GEN -CPUN1 477122AQ8 15.33 8.46 8.23 8.235 GEN -CPUN1 494393AA9 3.75 2.96 9.50 9.500 GEN -CPUN1 574754AA5 12.67 8.01 6.91 6.910 GEN -CPUN1 574754AA5 12.67 8.01 7.47 6.910 GEN -CPUN1 574754AB3 13.67 8.45 6.58 6.570 GEN -CPUN1 574754AB3 13.67 8.45 6.53 6.570 GEN -CPUN1 58501WBN0 18.92 10.28 6.39 6.386 GEN -CPUN1 63859DAA9 11.00 7.12 7.44 7.442 GEN -CPUN1 63859DAA9 11.00 7.12 6.56 7.442 GEN -CPUN1 645913AA2 29.17 11.20 7.43 7.425 GEN -CPUN1 645913AA2 29.17 11.20 7.43 7.425 GEN -CPUN1 649716CU9 9.33 6.75 6.30 6.250 GEN -CPUN1 649716NV5 3.67 3.09 6.87 6.500 GEN -CPUN1 656531AJ9 29.08 10.53 7.15 7.150 GEN -CPUN1 667294AJ1 12.17 6.89 7.36 7.360 GEN -CPUN1 667294AQ5 19.25 7.71 7.93 7.935 GEN -CPUN1 667294AQ5 19.25 7.71 7.78 7.935 GEN -CPUN1 66765RAF3 3.50 3.08 6.81 6.400 GEN -CPUN1 683078FY0 13.25 8.17 7.48 7.450 GEN -CPUN1 683078FY0 13.25 8.17 7.48 7.450 GEN -CPUN1 71345LEA2 3.00 2.63 6.70 5.750 GEN -CPUN1 7252087R7 16.17 9.21 6.54 6.500 GEN -CPUN1 742718BM0 9.75 6.85 6.84 6.875 GEN -CPUN1 744593AC8 11.17 7.02 6.33 6.415 GEN -CPUN1 78004VAA1 29.83 10.16 9.10 8.950 GEN -CPUN1 78004VAA1 29.83 10.16 9.11 8.950 GEN -CPUN1 786106ED2 8.67 6.19 6.93 6.875 GEN -CPUN1 797652YU2 16.33 7.94 7.18 6.875 GEN -CPUN1 802595AV0 15.75 7.49 7.32 7.320 GEN -CPUN1 80311TAZ5 2.00 1.78 6.54 8.150 GEN -CPUN1 809877AP8 6.75 4.57 9.50 9.500 GEN -CPUN1 85228TAD5 4.50 3.65 7.36 7.360 GEN -CPUN1 85228TAE3 5.50 4.30 7.45 7.450 GEN -CPUN1 85228TAJ2 11.50 6.26 7.60 7.600 GEN -CPUN1 870845AC8 26.67 10.72 6.95 7.750 GEN -CPUN1 90332UAA1 11.75 6.80 6.85 6.850 GEN -CPUN1 911546WA3 8.33 6.04 6.76 6.760 GEN -CPUN1 911546WA3 8.33 6.04 6.72 6.760 GEN -CPUN1 911546WA3 8.33 6.04 6.95 6.760 GEN -CPUN1 931142BE2 9.58 6.72 6.93 6.875 GEN -CPUN1 961548AR5 27.08 10.42 7.67 7.670 GEN -CPUN1 962166AR5 13.50 8.08 7.65 7.250 GEN -CPUN1 981469AA7 13.67 8.33 6.95 6.950 GEN -CPUN1 98155KAH5 5.67 4.51 6.44 6.400 GEN -CPUN2 023589AC8 2.83 2.45 7.14 7.135 GEN -CPUN2 05965LAA3 7.58 5.43 9.54 7.000 GEN -CPUN2 06670QAY4 3.58 3.05 6.48 6.800 GEN -CPUN2 126408BK8 7.33 5.48 7.47 7.450 GEN -CPUN2 151313AD5 3.92 3.30 7.79 7.750 GEN -CPUN2 156686AL1 8.08 5.91 6.32 6.300 GEN -CPUN2 202795EC0 6.75 5.03 8.13 8.250 GEN -CPUN2 202795EL0 6.83 5.05 6.40 8.375 GEN -CPUN2 204449AC6 6.00 4.43 8.40 8.375 GEN -CPUN2 20448TAA2 3.92 3.29 9.54 7.375
Page 11 of 20 Closed Block Assets 101 Exhibit C to the Plan of Reorganization Bonds Selected for Closed Block as of December 31, 1999 Selected Data
CBGROUP LONGCLASS CUSIP COMMIT BOOK PAR MARKET DUE ----------------------------------------------------------------------------------------------------------------------------- GEN -CPUN2 20448TAA2 2010000074 237,541 255,000 236,767 1,202 GEN -CPUN2 211177AM2 2096066AC4 5,286,948 5,000,000 5,132,500 53,028 GEN -CPUN2 211177AM2 2096066AC5 5,278,256 5,000,000 5,132,500 53,028 GEN -CPUN2 211177AM2 2096095AA0 5,187,535 5,000,000 5,132,500 53,028 GEN -CPUN2 224044AM9 2098208AA7 1,996,981 2,000,000 1,841,400 53,333 GEN -CPUN2 224044AM9 2098208AA8 4,493,207 4,500,000 4,143,150 120,000 GEN -CPUN2 26882XAB1 2094349AA0 6,990,923 7,000,000 7,376,600 28,389 GEN -CPUN2 26882XAB1 2094349AA2 1,749,300 1,750,000 1,844,150 7,097 GEN -CPUN2 26882XAB1 2094362AA0 1,000,540 1,000,000 1,053,800 4,056 GEN -CPUN2 30239XAB3 2096152AA7 11,956,743 12,000,000 11,504,520 78,750 GEN -CPUN2 31331FAS0 2096302AA4 2,311,497 2,311,497 2,220,008 71,649 GEN -CPUN2 338922AD9 2097083AA5 11,958,570 12,000,000 10,864,800 254,625 GEN -CPUN2 362320AS2 1410000080 2,748,493 2,700,000 2,850,390 20,475 GEN -CPUN2 368907AC5 2096242AA8 6,421,717 6,421,717 6,284,934 164,556 GEN -CPUN2 368907AC5 2096242AA9 716,090 727,389 711,895 18,639 GEN -CPUN2 452454AB7 2010000367 3,975,394 4,000,000 3,724,000 12,444 GEN -CPUN2 452454AB7 2010000368 5,963,091 6,000,000 5,586,000 18,667 GEN -CPUN2 453144AA5 2099090AA0 3,489,724 3,500,000 3,147,900 62,344 GEN -CPUN2 488044AB4 2097301AA1 4,947,068 5,000,000 4,605,500 80,486 GEN -CPUN2 500631AC0 2099035AA5 4,759,010 5,000,000 4,741,000 26,563 GEN -CPUN2 500631AC0 2099047AB0 4,682,198 5,000,000 4,741,000 26,563 GEN -CPUN2 564759AB4 209MAN6012 4,989,345 5,000,000 5,108,000 33,854 GEN -CPUN2 581557AT2 2098181AB1 4,989,851 5,000,000 4,303,000 106,667 GEN -CPUN2 655844AH1 2099347AA6 4,987,507 5,000,000 4,883,000 46,958 GEN -CPUN2 690734AM0 2095073AA0 8,434,145 8,434,145 8,569,935 106,692 GEN -CPUN2 693300AF2 2099355AB1 4,145,306 5,000,000 4,088,750 43,444 GEN -CPUN2 697933AL3 2098280AA1 4,989,410 5,000,000 4,291,500 146,979 GEN -CPUN2 704913AA0 2096257AA8 9,930,405 10,000,000 9,985,000 217,153 GEN -CPUN2 706448AD9 2099327AB5 4,999,817 5,000,000 4,800,000 51,239 GEN -CPUN2 706448AD9 2099327AB6 1,569,279 1,668,000 1,601,280 17,093 GEN -CPUN2 706448AR8 2099327AB2 5,025,833 5,000,000 4,946,000 56,701 GEN -CPUN2 706448BC0 2099327AA9 7,496,699 7,500,000 7,725,000 92,863 GEN -CPUN2 716747AA8 2096044AA6 7,500,000 7,500,000 6,671,250 208,533 GEN -CPUN2 716747AA8 2096044AA7 2,085,808 2,067,222 1,838,794 57,478 GEN -CPUN2 74726MAC3 2099165AB8 4,995,377 5,000,000 4,844,000 17,222 GEN -CPUN2 74727PAD3 2099144AA4 5,996,306 6,000,000 6,375,000 63,333 GEN -CPUN2 78355HHF9 2098349AA2 8,000,000 8,000,000 7,138,368 85,200 GEN -CPUN2 811845AU0 2098349AA1 996,563 1,000,000 936,700 2,944 GEN -CPUN2 836205AD6 2098061AB7 2,400,910 2,500,000 2,287,500 4,722 GEN -CPUN2 866005AB7 2010000474 1,995,669 2,000,000 2,070,200 10,063 GEN -CPUN2 866005AB7 2010000475 1,995,669 2,000,000 2,070,200 10,063 GEN -CPUN2 866005AB7 2095031AA5 9,914,553 10,000,000 10,351,000 50,313 GEN -CPUN2 87262WAA7 2098343AA3 6,456,737 6,500,000 6,071,650 29,385 GEN -CPUN2 87262WAA7 2099119AC4 30,427 30,000 28,023 136 GEN -CPUN2 900262AU0 2010000472 4,848,655 5,000,000 5,010,000 154,167 GEN -CPUN2 P3064MAA9 2098306AC1 3,624,090 3,900,000 3,758,157 18,376 GEN -CPUN3 00130HAQ8 2099161AA0 6,488,390 6,500,000 6,565,000 51,458 GEN -CPUN3 01958XAL1 2099075AA3 2,780,000 2,780,000 2,529,800 105,988 GEN -CPUN3 029712AA4 2099146AB5 2,996,080 3,000,000 2,887,500 20,625 GEN -CPUN3 058498AB2 2099050AA5 2,483,613 2,500,000 2,450,000 80,729 GEN -CPUN3 058498AB2 2099050AA6 2,500,000 2,500,000 2,450,000 80,729 GEN -CPUN3 111236AB1 2097353AA0 4,998,893 5,000,000 4,664,060 1,319 GEN -CPUN3 126304AC8 2097345AA2 3,846,553 3,850,000 3,803,800 13,475 GEN -CPUN3 126304AK0 2098247AA2 2,329,179 2,500,000 2,323,750 87,899 GEN -CPUN3 221597AE7 2099123AB1 5,000,000 5,000,000 5,087,500 59,640 GEN -CPUN3 37931KAB7 2098345AA2 4,964,816 5,000,000 4,987,500 61,493 GEN -CPUN3 40218LAJ6 2098315AA7 1,817,715 1,800,000 1,800,000 19,263 GEN -CPUN3 40218LAJ6 2098315AA8 3,187,582 3,200,000 3,200,000 34,244 GEN -CPUN3 413627AD2 2098343AA4 4,725,000 4,725,000 4,559,625 16,538 GEN -CPUN3 413627AD2 2099148AB6 302,970 310,000 299,150 1,085 GEN -CPUN3 448924AE0 2098232AA0 4,923,585 5,000,000 4,643,000 55,903 GEN -CPUN3 448924AE0 2098259AA0 284,140 300,000 278,580 3,354 GEN -CPUN3 448924AE0 2098348AA6 3,041,819 3,000,000 2,785,800 33,542 GEN -CPUN3 459902AF9 2099277AB6 1,294,103 1,300,000 1,267,500 13,081 GEN -CPUN3 459902AF9 2099277AB9 3,271,642 3,300,000 3,217,500 33,206 GEN -CPUN3 593048AX9 2097302AA3 5,982,914 5,000,000 5,950,000 73,472 GEN -CPUN3 593048AX9 2097307AA7 5,492,799 5,000,000 5,950,000 73,472 GEN -CPUN3 593048AX9 2099119AB5 351,813 295,000 351,050 4,335 GEN -CPUN3 698299AK0 2099090AB0 1,498,791 1,500,000 1,419,300 35,156 GEN -CPUN3 698299AK0 2099099AA2 3,524,382 3,500,000 3,311,700 82,031
CBGROUP LONGCLASS CUSIP AVGLIFE EFFDUR YIELD COUPON -------------------------------------------------------------------------------------- GEN -CPUN2 20448TAA2 3.92 3.29 9.50 7.375 GEN -CPUN2 211177AM2 6.42 4.86 7.16 8.300 GEN -CPUN2 211177AM2 6.42 4.86 7.20 8.300 GEN -CPUN2 211177AM2 6.42 4.86 7.55 8.300 GEN -CPUN2 224044AM9 8.58 6.22 6.42 6.400 GEN -CPUN2 224044AM9 8.58 6.22 6.42 6.400 GEN -CPUN2 26882XAB1 5.00 3.95 9.16 9.125 GEN -CPUN2 26882XAB1 5.00 3.95 9.14 9.125 GEN -CPUN2 26882XAB1 5.00 3.95 9.11 9.125 GEN -CPUN2 30239XAB3 16.42 8.90 7.91 7.875 GEN -CPUN2 31331FAS0 7.42 5.02 7.39 7.390 GEN -CPUN2 338922AD9 17.25 8.73 7.91 7.875 GEN -CPUN2 362320AS2 3.42 2.90 8.48 9.100 GEN -CPUN2 368907AC5 9.50 6.14 7.50 7.500 GEN -CPUN2 368907AC5 9.50 6.14 7.68 7.500 GEN -CPUN2 452454AB7 14.00 8.57 7.07 7.000 GEN -CPUN2 452454AB7 14.00 8.57 7.07 7.000 GEN -CPUN2 453144AA5 9.25 6.38 7.17 7.125 GEN -CPUN2 488044AB4 17.83 9.14 7.74 7.625 GEN -CPUN2 500631AC0 3.92 3.37 7.83 6.375 GEN -CPUN2 500631AC0 3.92 3.37 8.31 6.375 GEN -CPUN2 564759AB4 2.92 2.55 8.21 8.125 GEN -CPUN2 581557AT2 8.17 5.92 6.43 6.400 GEN -CPUN2 655844AH1 7.42 5.53 7.39 7.350 GEN -CPUN2 690734AM0 15.42 7.78 9.90 9.900 GEN -CPUN2 693300AF2 8.92 6.18 9.69 6.800 GEN -CPUN2 697933AL3 8.08 5.80 6.41 6.375 GEN -CPUN2 704913AA0 6.75 5.11 7.51 7.375 GEN -CPUN2 706448AD9 7.42 4.94 8.02 8.020 GEN -CPUN2 706448AD9 7.42 4.94 9.13 8.020 GEN -CPUN2 706448AR8 10.92 6.13 8.80 8.875 GEN -CPUN2 706448BC0 7.42 5.17 9.70 9.690 GEN -CPUN2 716747AA8 14.17 8.07 7.36 7.360 GEN -CPUN2 716747AA8 14.17 8.07 7.26 7.360 GEN -CPUN2 74726MAC3 9.50 6.54 7.76 7.750 GEN -CPUN2 74727PAD3 9.42 6.19 9.51 9.500 GEN -CPUN2 78355HHF9 9.00 6.48 6.39 6.390 GEN -CPUN2 811845AU0 6.00 4.78 6.70 6.625 GEN -CPUN2 836205AD6 17.50 8.62 8.95 8.500 GEN -CPUN2 866005AB7 2.92 2.56 8.71 8.625 GEN -CPUN2 866005AB7 2.92 2.56 8.71 8.625 GEN -CPUN2 866005AB7 2.92 2.56 8.96 8.625 GEN -CPUN2 87262WAA7 8.92 6.22 7.85 7.750 GEN -CPUN2 87262WAA7 8.92 6.22 7.53 7.750 GEN -CPUN2 900262AU0 4.08 3.37 8.29 7.400 GEN -CPUN2 P3064MAA9 3.92 3.32 9.57 7.375 GEN -CPUN3 00130HAQ8 9.42 6.11 9.53 9.500 GEN -CPUN3 01958XAL1 6.00 4.45 7.63 7.625 GEN -CPUN3 029712AA4 9.42 6.34 8.27 8.250 GEN -CPUN3 058498AB2 6.58 4.90 7.88 7.750 GEN -CPUN3 058498AB2 6.58 4.90 7.75 7.750 GEN -CPUN3 111236AB1 3.00 2.51 9.51 9.500 GEN -CPUN3 126304AC8 8.00 5.79 7.89 7.875 GEN -CPUN3 126304AK0 18.58 9.16 8.36 7.625 GEN -CPUN3 221597AE7 9.42 6.12 9.34 9.335 GEN -CPUN3 37931KAB7 8.42 4.86 9.75 9.625 GEN -CPUN3 40218LAJ6 5.92 4.52 8.16 8.375 GEN -CPUN3 40218LAJ6 5.92 4.52 8.46 8.375 GEN -CPUN3 413627AD2 6.00 4.63 7.88 7.875 GEN -CPUN3 413627AD2 6.00 4.63 8.37 7.875 GEN -CPUN3 448924AE0 8.92 5.88 9.00 8.750 GEN -CPUN3 448924AE0 8.92 5.88 9.65 8.750 GEN -CPUN3 448924AE0 8.92 5.88 8.52 8.750 GEN -CPUN3 459902AF9 4.42 2.67 8.00 7.875 GEN -CPUN3 459902AF9 4.42 2.67 8.11 7.875 GEN -CPUN3 593048AX9 26.42 9.26 9.46 11.500 GEN -CPUN3 593048AX9 26.42 9.26 10.40 11.500 GEN -CPUN3 593048AX9 26.42 9.26 9.50 11.500 GEN -CPUN3 698299AK0 6.25 5.43 9.38 9.375 GEN -CPUN3 698299AK0 6.25 5.43 9.31 9.375
Page 12 of 20 Closed Block Assets 102 Exhibit C to the Plan of Reorganization Bonds Selected for Closed Block as of December 31, 1999 Selected Data
CBGROUP LONGCLASS CUSIP COMMIT BOOK PAR MARKET DUE ----------------------------------------------------------------------------------------------------------------------------- GEN -CPUN3 700690AB6 2099123AC5 5,100,000 5,100,000 4,896,000 17,850 GEN -CPUN3 71676QAC0 2097174AA1 2,450,000 2,450,000 1,702,750 50,348 GEN -CPUN3 71676QAC0 2097174AA2 1,582,437 1,550,000 1,077,250 31,853 GEN -CPUN3 718286AC1 2096355AB4 9,028,077 10,887,000 9,852,735 222,276 GEN -CPUN3 718286AE7 2099119AB7 150,710 150,000 147,090 2,810 GEN -CPUN3 718286AK3 2099069AA0 4,907,552 5,000,000 4,955,000 227,674 GEN -CPUN3 718286AL1 2099294AA6 3,987,584 4,000,000 4,056,400 73,889 GEN -CPUN3 749121AL3 2099159AA3 4,472,161 4,500,000 4,383,450 56,250 GEN -CPUN3 769708AA6 2097191AA1 4,378,849 4,400,000 3,872,000 192,744 GEN -CPUN3 845905AK4 2099315AA0 4,150,000 4,150,000 4,222,625 54,353 GEN -CPUN3 879006AA2 2096022AA0 1,700,000 1,700,000 1,530,000 58,933 GEN -FRN1 05562EAA6 2097338AA1 10,000,000 10,000,000 9,275,000 55,886 GEN -FRN1 173034D*7 1410000043 1,911,483 2,000,000 1,857,800 15,872 GEN -FRN1 218694AA5 2097066AA0 11,333,533 11,500,000 11,233,419 170,119 GEN -FRN1 638539AG1 2097108AA0 9,987,555 10,000,000 9,738,000 161,458 GEN -FRN1 86787XAA3 2098085AB0 2,963,729 3,000,000 2,901,525 22,959 GEN -FRN1 929768AA7 2097069AA0 8,381,221 8,500,000 8,097,355 119,700 GEN -FRN2 40428QAC6 2098022AB0 9,960,761 10,000,000 9,496,400 153,563 GEN -FRN2 X7330YAA3 2097344AA0 615,447 615,447 567,750 16,337 GEN -FRN2 X7330YAA3 2097344AA1 1,052,691 1,052,691 971,107 27,944 GEN -FRN2 X7330YAA3 2097344AA5 1,746,617 1,746,617 1,611,254 46,365 GEN -FRN2 X7330YAA3 2099119AD1 74,117 88,511 81,651 2,350 GEN -FRN2 X7330YAB1 2097344AA3 959,912 1,073,586 917,916 28,499 GEN -FRN2 X7330YAB1 2097344AA4 1,713,785 1,925,000 1,645,875 51,100 GEN -FRN2 X7330YAB1 2099202AA6 5,171,425 6,000,000 5,130,000 159,273 GEN -FRN3 195325AN5 2098212AC0 10,000,000 10,000,000 9,675,000 166,280 GEN -FRN3 78389RAA5 2098149AA1 4,800,237 5,000,000 5,050,000 1,306 GEN -FRN3 78389RAA5 2098156AA0 934,583 950,000 959,500 248 GEN -FRN3 P7794GAG7 2099298AA4 1,248,583 2,000,000 1,385,000 28,500 GEN -FRN3 P7794GAG7 2099335AE5 1,970,810 3,000,000 2,077,500 42,750 GEN -HEL1 00755WAR7 2000000001 9,817,618 10,000,000 9,948,000 61,125 GEN -HEL1 00755WBG0 2095079AA6 10,013,657 10,000,000 10,717,000 72,667 GEN -HEL1 126502A#0 2100000002 123,041 115,580 123,215 876 GEN -HEL1 21075WAL9 2000000030 10,793,330 10,700,000 11,202,900 75,703 GEN -HEL1 21076#AU5 2000000031 7,497,543 7,500,000 7,263,277 43,813 GEN -HEL1 74436JBY2 2095342AA0 7,316,015 7,170,000 7,329,891 46,814 GEN -HEL1 872586AR3 2095051AA2 2,449,406 2,583,104 2,516,718 14,261 GEN -HEL1 872586AR3 20MAN22000 4,329,140 4,286,598 4,176,432 23,666 GEN -HEL1 872586AT9 2000000214 5,478,102 5,355,000 5,172,930 31,795 GEN -HEL1 872586AT9 2095053AA1 5,657,019 6,434,000 6,215,244 38,202 GEN -HEL1 872586BP6 2000000217 9,965,057 10,000,000 10,458,000 67,083 GEN -HEL1 872586BP6 2095262AA3 9,173,308 9,000,000 9,412,200 60,375 GEN -HEL1 90263BAF5 2000000218 7,281,536 7,275,000 7,100,400 40,770 GEN -HEL1 90263BAU2 2000000219 10,000,000 10,000,000 10,239,000 65,833 GEN -HEL2 60935BDQ9 2098118AA9 10,639,985 10,613,000 9,681,040 70,444 GEN -HEL3 74436JDU8 2099047AA5 8,683,677 10,848,000 7,678,344 185,674 GEN -PASS1 313401YW5 1400000024 30,373 30,433 32,606 512 GEN -PASS1 313401YW5 1400000025 36,349 36,420 39,022 613 GEN -PASS1 31344TNH5 1400000026 3,381 3,387 3,628 57 GEN -PASS1 31345JRG4 1400000028 14,019 14,054 15,198 247 GEN -PASS1 31345MKJ8 1400000030 3,568 3,577 3,868 63 GEN -PASS1 31345MKK5 1400000031 2,033 2,037 2,204 36 GEN -PASS1 31347MP69 1400000032 108,127 108,304 117,216 1,897 GEN -PASS1 31347MZ27 1400000033 31,245 31,366 33,925 549 GEN -PASS1 31354G5V9 1000000031 215,311 222,220 231,700 3,670 GEN -PASS1 31363CBZ1 1400000038 9,752 9,752 10,276 77 GEN -PASS1 31363DAX5 1400000039 9,596 9,596 9,742 66 GEN -PASS1 31364YEG1 1400000040 12,711 12,711 13,009 90 GEN -PASS1 31365HVQ6 1400000041 2,139 2,139 2,187 15 GEN -PASS1 31373UK22 2097048AA6 686,146 716,693 684,377 3,882 GEN -PASS1 31373VXQ3 2095121AA1 15,900 15,900 15,203 89 GEN -PASS1 31374SHJ3 2095256AA5 21,931 21,931 21,013 123 GEN -PASS1 31374UKJ4 2095310AA0 25,378 25,378 24,301 143 GEN -PASS1 31375JXR6 2096047AA3 23,769 23,769 22,720 134 GEN -PASS1 31375LYB5 2097048AA9 8,096,164 8,509,875 8,163,013 46,095 GEN -PASS1 31376CVL5 2097048AB0 1,080,809 1,121,580 1,062,563 6,075 GEN -PASS1 31376DVH2 2097048AB1 2,583,080 2,687,885 2,554,189 14,559 GEN -PASS1 31376ZDL4 2097048AA8 4,752,257 4,947,659 4,704,085 26,800 GEN -PASS1 36203ET99 2096292AB6 2,902,268 3,124,291 2,961,328 16,923 GEN -PASS1 36203ET99 2096296AA5 55,320 59,553 56,446 323
CBGROUP LONGCLASS CUSIP AVGLIFE EFFDUR YIELD COUPON --------------------------------------------------------------------------------------- GEN -CPUN3 700690AB6 6.00 4.62 7.88 7.875 GEN -CPUN3 71676QAC0 17.25 7.27 8.22 8.220 GEN -CPUN3 71676QAC0 17.25 7.27 7.99 8.220 GEN -CPUN3 718286AC1 16.75 8.12 11.00 8.750 GEN -CPUN3 718286AE7 8.33 5.65 8.79 8.875 GEN -CPUN3 718286AK3 19.08 8.10 10.10 9.875 GEN -CPUN3 718286AL1 24.83 9.40 9.53 9.500 GEN -CPUN3 749121AL3 8.83 6.25 7.60 7.500 GEN -CPUN3 769708AA6 7.58 4.86 9.59 9.500 GEN -CPUN3 845905AK4 4.42 1.96 10.25 10.250 GEN -CPUN3 879006AA2 8.08 5.25 8.32 8.320 GEN -FRN1 05562EAA6 50.00 5.03 7.74 7.738 GEN -FRN1 173034D*7 11.67 -0.24 6.87 7.563 GEN -FRN1 218694AA5 27.08 -0.23 6.95 5.680 GEN -FRN1 638539AG1 49.33 4.77 7.76 7.750 GEN -FRN1 86787XAA3 27.42 -0.24 6.21 5.670 GEN -FRN1 929768AA7 27.08 -0.47 6.79 5.530 GEN -FRN2 40428QAC6 27.58 -0.49 7.12 5.940 GEN -FRN2 X7330YAA3 6.58 0.34 6.56 6.625 GEN -FRN2 X7330YAA3 6.58 0.34 6.56 6.625 GEN -FRN2 X7330YAA3 6.58 0.34 6.56 6.625 GEN -FRN2 X7330YAA3 6.58 0.34 9.87 6.625 GEN -FRN2 X7330YAB1 10.58 -0.62 7.95 5.813 GEN -FRN2 X7330YAB1 10.58 -0.62 8.01 5.813 GEN -FRN2 X7330YAB1 10.58 -0.62 8.46 5.813 GEN -FRN3 195325AN5 19.08 -0.11 8.82 10.986 GEN -FRN3 78389RAA5 50.00 5.98 9.79 9.400 GEN -FRN3 78389RAA5 50.00 5.98 9.56 9.400 GEN -FRN3 P7794GAG7 17.17 10.91 8.77 4.000 GEN -FRN3 P7794GAG7 17.17 10.91 8.28 4.000 GEN -HEL1 00755WAR7 4.25 3.56 7.84 7.335 GEN -HEL1 00755WBG0 3.42 0.41 8.68 8.720 GEN -HEL1 126502A#0 6.08 4.50 7.75 9.100 GEN -HEL1 21075WAL9 5.33 3.72 8.28 8.490 GEN -HEL1 21076#AU5 4.25 3.46 7.01 7.010 GEN -HEL1 74436JBY2 5.00 3.84 7.33 7.835 GEN -HEL1 872586AR3 3.42 2.76 8.59 6.625 GEN -HEL1 872586AR3 3.42 2.76 6.27 6.625 GEN -HEL1 872586AT9 11.50 7.35 6.83 7.125 GEN -HEL1 872586AT9 11.50 7.35 8.84 7.125 GEN -HEL1 872586BP6 2.92 2.04 8.18 8.050 GEN -HEL1 872586BP6 2.92 2.04 7.33 8.050 GEN -HEL1 90263BAF5 4.00 3.44 6.71 6.725 GEN -HEL1 90263BAU2 4.50 3.41 7.90 7.900 GEN -HEL2 60935BDQ9 3.17 3.18 7.87 7.965 GEN -HEL3 74436JDU8 13.17 7.22 9.52 6.846 GEN -PASS1 313401YW5 4.50 3.14 10.07 10.000 GEN -PASS1 313401YW5 4.50 3.14 10.07 10.000 GEN -PASS1 31344TNH5 4.50 3.14 10.07 10.000 GEN -PASS1 31345JRG4 4.25 3.07 10.59 10.500 GEN -PASS1 31345MKJ8 4.75 3.28 10.58 10.500 GEN -PASS1 31345MKK5 4.75 3.28 10.57 10.500 GEN -PASS1 31347MP69 5.00 3.34 10.56 10.500 GEN -PASS1 31347MZ27 5.00 3.34 10.64 10.500 GEN -PASS1 31354G5V9 4.50 3.11 10.01 9.000 GEN -PASS1 31363CBZ1 4.92 3.26 9.50 9.500 GEN -PASS1 31363DAX5 5.42 3.39 8.25 8.250 GEN -PASS1 31364YEG1 5.42 3.33 8.50 8.500 GEN -PASS1 31365HVQ6 5.33 3.40 8.50 8.500 GEN -PASS1 31373UK22 9.75 4.99 7.33 6.500 GEN -PASS1 31373VXQ3 8.83 4.77 6.75 6.750 GEN -PASS1 31374SHJ3 8.83 4.77 6.75 6.750 GEN -PASS1 31374UKJ4 8.83 4.77 6.75 6.750 GEN -PASS1 31375JXR6 8.75 4.86 6.75 6.750 GEN -PASS1 31375LYB5 9.75 4.99 7.45 6.500 GEN -PASS1 31376CVL5 10.08 5.15 7.20 6.500 GEN -PASS1 31376DVH2 10.08 5.15 7.25 6.500 GEN -PASS1 31376ZDL4 10.08 5.15 7.26 6.500 GEN -PASS1 36203ET99 9.83 5.27 7.79 6.500 GEN -PASS1 36203ET99 9.83 5.27 7.79 6.500
Page 13 of 20 Closed Block Assets 103 Exhibit C to the Plan of Reorganization Bonds Selected for Closed Block as of December 31, 1999 Selected Data
CBGROUP LONGCLASS CUSIP COMMIT BOOK PAR MARKET DUE ----------------------------------------------------------------------------------------------------------------------------- GEN -PASS1 36204DKA6 2010000220 6,318,666 7,000,069 6,492,424 35,000 GEN -PASS1 36206WFZ3 ADJ9913006 4,615,164 5,050,288 4,830,600 21,885 GEN -PASS1 36207KJJ0 ADJ9913008 7,384,262 8,252,722 7,893,729 35,762 GEN -PASS1 36207MMC7 2098076AB3 1,615,599 1,720,252 1,621,853 9,318 GEN -PASS1 36207MMD5 2098075AD6 2,458,069 2,610,754 2,457,477 14,142 GEN -PASS1 36207MME3 2098075AD2 1,819,713 1,958,724 1,859,260 10,610 GEN -PASS1 36207MMG8 2098075AD4 2,405,427 2,556,139 2,406,554 13,846 GEN -PASS1 36207MMN3 2098075AD8 1,821,392 1,930,875 1,814,559 10,459 GEN -PASS1 36207MQK5 2098075AE0 181,306 192,163 180,940 1,041 GEN -PASS1 36208DZY4 2098075AC7 243,764 258,929 244,240 1,403 GEN -PASS1 36208FKS8 2098075AC6 421,206 447,184 421,641 2,422 GEN -PASS1 36208G4X3 2098240AA7 1,635,259 1,639,568 1,542,817 8,881 GEN -PASS1 36208P7E2 2098076AB8 110,007 116,605 109,800 632 GEN -PASS1 36208P7E2 2098076AB9 314,311 334,020 314,526 1,809 GEN -PASS1 36208SVC3 2098075AD0 746,344 789,282 741,760 4,275 GEN -PASS1 36208UJT5 2098076AA9 185,132 196,025 184,429 1,062 GEN -PASS1 36208UJT5 2098076AB0 258,946 274,184 257,963 1,485 GEN -PASS1 36208WYR8 2098076AB6 1,666,293 1,775,747 1,675,719 9,619 GEN -PASS1 36208YBD0 2099209AB2 4,755,169 4,988,722 4,543,279 24,944 GEN -PASS1 36208YC31 2099209AB3 4,026,985 4,228,292 3,854,722 21,141 GEN -PASS1 36209CN93 2098075AB9 827,218 879,217 829,541 4,762 GEN -PASS1 36209CN93 2098075AC0 551,151 585,796 552,699 3,173 GEN -PASS1 36209CN93 2098075AC1 275,536 292,856 276,310 1,586 GEN -PASS1 36209LKM7 2099209AC7 4,869,753 5,108,844 4,652,164 25,544 GEN -PASS1 36209SKT7 2099209AC8 3,728,381 3,917,756 3,570,642 19,589 GEN -PASS1 36210BUF0 ADJ9913007 6,461,229 7,204,873 6,891,461 31,221 GEN -PASS1 36210JTL2 ADJ9913002 4,760,938 5,174,856 4,949,750 22,424 GEN -PASS1 36210JTL2 ADJ9913003 764,373 830,828 794,687 3,600 GEN -PASS1 36210L4Z3 2099209AC9 5,647,878 5,932,469 5,407,148 29,662 GEN -PASS1 36210P5K6 2099264AA5 6,273,775 6,812,988 6,212,696 34,065 GEN -PASS1 36210QBY7 ADJ9913004 187,815 201,947 193,162 875 GEN -PASS1 36210QBY7 ADJ9913005 3,808,750 4,095,331 3,917,184 17,746 GEN -PASS1 36211DPQ7 2099264AA6 3,679,070 3,987,366 3,630,018 19,937 GEN -PASS1 36211DPQ7 2099264AA9 454,647 492,745 448,585 2,464 GEN -PASS1 36211DQQ6 2099264AA7 2,742,982 2,974,199 2,708,662 14,871 GEN -PASS1 36211DQQ6 2099264AA8 462,370 501,345 456,585 2,507 GEN -PASS1 89438TBA8 1400000056 1,717,897 1,717,897 1,867,354 13,099 GEN -RMBAGY1 312904ZD0 13COM00001 5,571,388 5,600,485 5,794,822 42,004 GEN -RMBAGY1 312913QQ2 2000000037 4,840,021 5,000,000 4,961,000 31,250 GEN -RMBAGY1 312913QQ2 2000000038 1,928,713 2,000,000 1,984,400 12,500 GEN -RMBAGY1 312915T76 2000000039 5,950,624 6,000,000 5,794,200 35,000 GEN -RMBAGY1 3133T0MB7 2095228AA3 10,060,960 10,000,000 9,656,000 58,333 GEN -RMBAGY1 31340YJ67 1400000023 5,252,328 5,107,291 5,373,380 62,405 GEN -RMBAGY1 31359DDW0 2000000062 9,922,163 10,000,000 9,502,000 56,250 GEN -RMBPU1 05535DBA1 2097182AA7 9,412,006 10,049,000 9,697,285 11,724 GEN -RMBPU1 073914FR9 2000000003 4,243,227 4,282,152 4,175,783 26,317 GEN -RMBPU1 073914RU9 2097021AA0 7,635,831 8,231,515 7,643,784 48,017 GEN -RMBPU1 073914SW4 2097191AA0 7,619,520 7,500,093 7,458,842 50,001 GEN -RMBPU1 073919BD3 2098107AA0 9,012,955 9,045,368 8,751,394 124,374 GEN -RMBPU1 126691E67 2097035AA2 10,013,517 10,000,000 9,917,000 64,583 GEN -RMBPU1 126691ED2 2095291AC1 8,234,146 8,144,793 8,251,489 55,995 GEN -RMBPU1 126691WW0 2096319AA0 8,741,066 8,875,380 8,760,000 57,320 GEN -RMBPU1 126691YT5 2096247AB3 5,683,391 5,737,000 5,678,540 36,454 GEN -RMBPU1 126691YT5 2096247AB4 8,628,301 8,737,000 8,647,970 55,516 GEN -RMBPU1 161546AU0 2098348AA3 4,000,000 4,000,000 3,669,760 22,167 GEN -RMBPU1 161626D@2 2000000008 815,965 816,802 816,802 5,435 GEN -RMBPU1 161626D@2 2000000009 174,849 175,029 175,029 1,165 GEN -RMBPU1 161626D@2 2000000010 233,133 233,372 233,372 1,553 GEN -RMBPU1 161626D@2 2000000011 116,566 116,686 116,686 776 GEN -RMBPU1 161626F68 2000005AA1 2,447,636 2,651,687 2,615,094 14,916 GEN -RMBPU1 161626K*6 2000000012 1,788,427 1,810,387 1,797,940 11,738 GEN -RMBPU1 161626K@4 2000000013 3,576,852 3,620,774 3,593,618 23,476 GEN -RMBPU1 161626L#1 2000000014 1,788,981 1,810,945 1,795,664 11,742 GEN -RMBPU1 161626M*4 2000000015 1,873,773 1,915,042 1,874,347 11,969 GEN -RMBPU1 161626MS2 2000000016 3,786,066 3,830,430 3,758,609 23,940 GEN -RMBPU1 161626N#9 2000000017 1,267,237 1,316,831 1,310,246 8,614 GEN -RMBPU1 161626S#4 2000005AA4 1,916,789 2,126,598 1,949,159 11,962 GEN -RMBPU1 161626SC1 2000000018 1,970,773 2,011,137 1,935,096 21,823 GEN -RMBPU1 161626TT3 209MAN0002 5,244,974 5,432,528 5,106,576 30,784 GEN -RMBPU1 16162TGA8 2099061AA9 9,609,179 9,816,949 8,746,901 53,175
CBGROUP LONGCLASS CUSIP AVGLIFE EFFDUR YIELD COUPON --------------------------------------------------------------------------------------- GEN -PASS1 36204DKA6 9.67 5.43 7.78 6.000 GEN -PASS1 36206WFZ3 11.58 6.07 7.76 6.500 GEN -PASS1 36207KJJ0 11.58 6.07 7.76 6.500 GEN -PASS1 36207MMC7 10.83 5.49 7.54 6.500 GEN -PASS1 36207MMD5 10.83 5.49 7.50 6.500 GEN -PASS1 36207MME3 10.83 5.49 7.73 6.500 GEN -PASS1 36207MMG8 10.83 5.49 7.51 6.500 GEN -PASS1 36207MMN3 10.83 5.49 7.47 6.500 GEN -PASS1 36207MQK5 10.83 5.49 7.46 6.500 GEN -PASS1 36208DZY4 10.83 5.49 7.50 6.500 GEN -PASS1 36208FKS8 10.83 5.49 7.49 6.500 GEN -PASS1 36208G4X3 10.83 5.49 6.54 6.500 GEN -PASS1 36208P7E2 10.83 5.49 7.46 6.500 GEN -PASS1 36208P7E2 10.83 5.49 7.51 6.500 GEN -PASS1 36208SVC3 10.83 5.49 7.42 6.500 GEN -PASS1 36208UJT5 10.17 5.39 7.45 6.500 GEN -PASS1 36208UJT5 10.17 5.39 7.45 6.500 GEN -PASS1 36208WYR8 10.83 5.49 7.56 6.500 GEN -PASS1 36208YBD0 11.58 6.07 6.69 6.000 GEN -PASS1 36208YC31 11.58 6.07 6.70 6.000 GEN -PASS1 36209CN93 10.83 5.49 7.51 6.500 GEN -PASS1 36209CN93 10.83 5.49 7.51 6.500 GEN -PASS1 36209CN93 10.83 5.49 7.51 6.500 GEN -PASS1 36209LKM7 11.58 6.07 6.69 6.000 GEN -PASS1 36209SKT7 11.58 6.07 6.72 6.000 GEN -PASS1 36210BUF0 11.58 6.07 7.76 6.500 GEN -PASS1 36210JTL2 11.58 6.07 7.28 6.500 GEN -PASS1 36210JTL2 11.58 6.07 7.28 6.500 GEN -PASS1 36210L4Z3 11.58 6.07 6.71 6.000 GEN -PASS1 36210P5K6 11.58 6.07 7.20 6.000 GEN -PASS1 36210QBY7 11.58 6.07 7.28 6.500 GEN -PASS1 36210QBY7 11.58 6.07 7.28 6.500 GEN -PASS1 36211DPQ7 11.58 6.07 7.17 6.000 GEN -PASS1 36211DPQ7 11.58 6.07 7.17 6.000 GEN -PASS1 36211DQQ6 11.58 6.07 7.18 6.000 GEN -PASS1 36211DQQ6 11.58 6.07 7.18 6.000 GEN -PASS1 89438TBA8 2.83 2.22 9.15 9.150 GEN -RMBAGY1 312904ZD0 5.08 3.55 9.17 9.000 GEN -RMBAGY1 312913QQ2 11.50 5.77 7.93 7.500 GEN -RMBAGY1 312913QQ2 11.50 5.77 7.98 7.500 GEN -RMBAGY1 312915T76 5.50 3.51 7.22 7.000 GEN -RMBAGY1 3133T0MB7 5.50 3.51 6.84 7.000 GEN -RMBAGY1 31340YJ67 4.92 3.30 8.43 9.400 GEN -RMBAGY1 31359DDW0 8.67 5.59 6.87 6.750 GEN -RMBPU1 05535DBA1 9.17 6.07 7.97 7.000 GEN -RMBPU1 073914FR9 6.25 3.81 7.60 7.375 GEN -RMBPU1 073914RU9 4.42 3.91 7.93 7.000 GEN -RMBPU1 073914SW4 3.25 2.09 6.89 8.000 GEN -RMBPU1 073919BD3 20.83 9.40 5.53 5.500 GEN -RMBPU1 126691E67 4.25 3.54 7.69 7.750 GEN -RMBPU1 126691ED2 2.08 1.36 7.55 8.250 GEN -RMBPU1 126691WW0 4.25 3.65 8.43 7.750 GEN -RMBPU1 126691YT5 3.92 3.10 8.13 7.625 GEN -RMBPU1 126691YT5 3.92 3.10 8.30 7.625 GEN -RMBPU1 161546AU0 8.75 6.35 6.65 6.650 GEN -RMBPU1 161626D@2 2.25 1.87 8.04 7.985 GEN -RMBPU1 161626D@2 2.25 1.87 8.04 7.985 GEN -RMBPU1 161626D@2 2.25 1.87 8.04 7.985 GEN -RMBPU1 161626D@2 2.25 1.87 8.04 7.985 GEN -RMBPU1 161626F68 9.00 4.30 8.29 6.750 GEN -RMBPU1 161626K*6 3.33 2.69 8.13 7.781 GEN -RMBPU1 161626K@4 3.33 2.69 8.13 7.781 GEN -RMBPU1 161626L#1 3.33 2.69 8.13 7.781 GEN -RMBPU1 161626M*4 2.50 2.09 8.53 7.500 GEN -RMBPU1 161626MS2 2.50 2.09 8.05 7.500 GEN -RMBPU1 161626N#9 2.75 2.30 9.42 7.850 GEN -RMBPU1 161626S#4 5.25 4.31 9.26 6.750 GEN -RMBPU1 161626SC1 2.67 2.75 6.98 6.500 GEN -RMBPU1 161626TT3 7.50 5.37 7.38 6.800 GEN -RMBPU1 16162TGA8 13.83 7.48 6.77 6.500
Page 14 of 20 Closed Block Assets 104 Exhibit C to the Plan of Reorganization Bonds Selected for Closed Block as of December 31, 1999 Selected Data
CBGROUP LONGCLASS CUSIP COMMIT BOOK PAR MARKET DUE ----------------------------------------------------------------------------------------------------------------------------- GEN -RMBPU1 163780CW7 2000000020 5,075,063 5,174,194 4,789,363 28,027 GEN -RMBPU1 163780CX5 2000000021 3,344,973 3,449,456 3,127,145 18,685 GEN -RMBPU1 1729212A5 2094354AB4 9,692,904 10,540,000 10,085,726 57,092 GEN -RMBPU1 172921A40 2000000025 2,802,048 2,873,707 2,770,713 16,763 GEN -RMBPU1 172921B31 2000000026 9,715,365 10,425,333 10,007,277 60,814 GEN -RMBPU1 172921B31 2095030AA5 4,063,631 4,486,220 4,306,322 26,170 GEN -RMBPU1 172921W95 2095011AA3 6,013,883 6,600,000 6,281,880 34,375 GEN -RMBPU1 172953GZ8 2099035AA8 9,150,285 9,150,285 8,330,511 51,470 GEN -RMBPU1 22540ABP2 2099291AA1 12,041,454 12,222,432 11,878,676 149,962 GEN -RMBPU1 22540ABQ0 2099202AA3 7,571,716 7,666,535 7,367,057 92,011 GEN -RMBPU1 22540ABQ0 2099202AA4 773,650 783,339 752,739 9,401 GEN -RMBPU1 22540ABR8 2098285AA3 6,023,099 6,026,224 5,756,924 111,466 GEN -RMBPU1 23321PUX4 2096092AA1 14,587,224 14,873,940 14,432,362 89,863 GEN -RMBPU1 302412D#5 2100000005 608,862 602,328 597,434 3,765 GEN -RMBPU1 302412D*9 2100000004 611,146 602,328 594,799 3,765 GEN -RMBPU1 36157L2H0 2090000133 13,425,134 14,864,387 14,075,088 80,515 GEN -RMBPU1 36157LB72 2098092AA5 9,601,931 10,000,000 9,287,000 54,167 GEN -RMBPU1 36157LH68 2099000132 19,237,432 21,560,122 20,363,535 116,784 GEN -RMBPU1 36157LK23 2096078AA0 9,195,579 10,000,000 8,993,000 54,167 GEN -RMBPU1 36157T7N5 2097199AA0 10,317,733 10,000,000 10,009,300 66,667 GEN -RMBPU1 36157TE80 2096243AA3 11,881,059 12,007,125 11,746,571 77,546 GEN -RMBPU1 36157TEH0 2094354AB3 13,179,097 15,000,000 14,152,500 81,250 GEN -RMBPU1 36157TG70 2096337AA9 16,534,313 16,665,514 16,483,861 107,631 GEN -RMBPU1 36157TP47 2096309AA0 2,481,874 2,538,594 2,517,777 16,395 GEN -RMBPU1 36157TT50 2097002AB2 10,516,279 10,525,000 10,417,645 67,974 GEN -RMBPU1 36157TXP1 2096089AB2 9,283,718 9,586,738 9,124,657 57,920 GEN -RMBPU1 36157TYS4 2096184AG2 9,667,293 10,025,066 9,655,141 62,657 GEN -RMBPU1 49380*AC1 2000000141 1,738,375 1,739,012 1,739,012 24,636 GEN -RMBPU1 493918BU9 2000000142 3,723,379 3,784,924 3,496,323 20,502 GEN -RMBPU1 568282DP9 2000000146 4,457,222 4,385,208 4,407,134 29,235 GEN -RMBPU1 591739BC0 2098322AA6 10,465,244 10,465,244 10,547,606 65,166 GEN -RMBPU1 619087AM1 2094307AA2 17,573,700 18,900,000 18,334,890 110,250 GEN -RMBPU1 619087BQ1 2096243AA1 9,873,605 10,308,381 9,925,033 62,280 GEN -RMBPU1 66937NDF2 2097153AA9 9,269,009 9,266,530 9,213,711 59,846 GEN -RMBPU1 66937NFL7 2096304AA8 9,968,191 10,000,000 9,941,000 66,667 GEN -RMBPU1 66937NHH4 2096305AC2 13,569,028 13,500,000 13,355,550 87,188 GEN -RMBPU1 66937NRN0 2099032AC1 2,757,069 2,748,619 2,538,075 155,260 GEN -RMBPU1 66937NVL9 2099032AC2 3,534,358 3,524,738 3,231,832 19,827 GEN -RMBPU1 66937NZK7 2099036AA0 8,071,649 8,017,850 7,293,733 46,771 GEN -RMBPU1 69348LGK9 2097308AB2 8,444,240 8,181,167 8,134,534 54,541 GEN -RMBPU1 69348LHL6 2097003AC4 4,695,901 4,658,126 4,619,929 31,054 GEN -RMBPU1 69348RSK3 2099364AC0 3,271,717 3,490,879 3,140,699 20,972 GEN -RMBPU1 69348RTE6 2099364AB9 2,322,136 2,373,131 2,242,608 15,451 GEN -RMBPU1 74434R4B4 2000000186 2,236,407 2,239,875 2,226,660 13,999 GEN -RMBPU1 74434RC#6 2000000168 4,860,887 4,966,772 4,955,905 33,112 GEN -RMBPU1 74434RC*0 2000000167 4,500,670 4,573,922 4,491,019 26,681 GEN -RMBPU1 74434RC@8 2000000169 2,310,178 2,357,062 2,357,062 16,696 GEN -RMBPU1 74434RC@8 2000000170 764,330 779,841 779,841 5,524 GEN -RMBPU1 74434RC@8 2000000171 764,330 779,841 779,841 5,524 GEN -RMBPU1 74434RD#5 2000000172 1,750,301 1,787,409 1,782,381 11,171 GEN -RMBPU1 74434RE#4 2000000174 2,632,011 2,655,653 2,648,183 16,598 GEN -RMBPU1 74434RE*8 2000000173 3,341,454 3,359,066 3,350,668 20,994 GEN -RMBPU1 74434RE@6 2000000175 1,259,588 1,276,687 1,273,495 7,979 GEN -RMBPU1 74434RF#3 2000000176 2,971,354 2,985,234 2,977,771 18,658 GEN -RMBPU1 74434RG#2 2000000178 3,227,437 3,235,926 3,181,319 18,876 GEN -RMBPU1 74434RG*6 2000000177 6,643,522 6,933,273 6,772,941 43,333 GEN -RMBPU1 74434RJ36 2000000179 5,825,298 5,919,700 5,978,897 39,465 GEN -RMBPU1 74434RX71 2000000183 1,261,006 1,317,817 1,307,538 8,236 GEN -RMBPU1 74434RX71 2000000184 628,304 656,610 651,489 4,104 GEN -RMBPU1 74434RXX4 2000000182 4,661,515 4,660,911 4,757,392 33,015 GEN -RMBPU1 74434RZV6 2000000185 2,895,719 2,863,084 2,877,113 17,894 GEN -RMBPU1 74434TEZ6 2000000188 2,144,716 2,146,675 2,126,711 12,522 GEN -RMBPU1 74434TZF7 2096206AA4 8,048,639 8,500,000 8,259,450 47,813 GEN -RMBPU1 74434UCM4 2095265AA7 4,207,671 5,001,500 4,277,843 56,718 GEN -RMBPU1 74434UE67 2096242AB0 6,452,886 6,909,000 6,497,224 38,863 GEN -RMBPU1 760920H@0 2000000190 3,366,605 3,518,855 3,464,970 22,841 GEN -RMBPU1 760944PW2 2096205AA1 17,273,828 18,057,000 17,464,731 105,333 GEN -RMBPU1 760944W53 2096296AA3 4,488,907 4,829,000 4,487,107 28,169 GEN -RMBPU1 760947E64 2096215AA5 15,682,046 15,819,640 15,428,895 102,169 GEN -RMBPU1 760947J28 2096243AA4 14,547,398 14,511,267 14,428,553 96,742
CBGROUP LONGCLASS CUSIP AVGLIFE EFFDUR YIELD COUPON ---------------------------------------------------------------------------------------- GEN -RMBPU1 163780CW7 9.42 5.04 6.86 6.500 GEN -RMBPU1 163780CX5 9.42 5.25 7.07 6.500 GEN -RMBPU1 1729212A5 3.42 3.52 10.16 6.500 GEN -RMBPU1 172921A40 5.83 3.87 7.70 7.000 GEN -RMBPU1 172921B31 5.75 3.72 9.24 7.000 GEN -RMBPU1 172921B31 5.75 3.72 10.19 7.000 GEN -RMBPU1 172921W95 3.75 3.66 9.73 6.250 GEN -RMBPU1 172953GZ8 12.83 7.27 6.75 6.750 GEN -RMBPU1 22540ABP2 4.75 10.08 7.73 7.362 GEN -RMBPU1 22540ABQ0 4.75 10.08 7.51 7.201 GEN -RMBPU1 22540ABQ0 4.75 10.08 7.51 7.201 GEN -RMBPU1 22540ABR8 12.08 6.19 7.38 7.284 GEN -RMBPU1 23321PUX4 6.58 4.51 7.75 7.250 GEN -RMBPU1 302412D#5 3.75 3.11 7.09 7.500 GEN -RMBPU1 302412D*9 3.75 3.11 6.95 7.500 GEN -RMBPU1 36157L2H0 7.08 4.54 8.90 6.500 GEN -RMBPU1 36157LB72 16.42 7.39 6.95 6.500 GEN -RMBPU1 36157LH68 3.92 3.19 8.68 6.500 GEN -RMBPU1 36157LK23 10.58 6.39 7.82 6.500 GEN -RMBPU1 36157T7N5 5.67 2.56 7.09 8.000 GEN -RMBPU1 36157TE80 8.33 4.27 8.01 7.750 GEN -RMBPU1 36157TEH0 8.17 4.89 9.19 6.500 GEN -RMBPU1 36157TG70 8.00 4.04 7.95 7.750 GEN -RMBPU1 36157TP47 6.08 3.83 8.42 7.750 GEN -RMBPU1 36157TT50 6.25 2.95 7.78 7.750 GEN -RMBPU1 36157TXP1 8.67 4.96 7.81 7.250 GEN -RMBPU1 36157TYS4 8.67 4.78 8.18 7.500 GEN -RMBPU1 49380*AC1 2.25 1.93 8.52 8.500 GEN -RMBPU1 493918BU9 5.83 4.37 6.90 6.500 GEN -RMBPU1 568282DP9 4.92 2.84 7.49 8.000 GEN -RMBPU1 591739BC0 6.58 5.03 7.73 7.730 GEN -RMBPU1 619087AM1 4.75 3.65 9.09 7.000 GEN -RMBPU1 619087BQ1 5.92 4.14 8.14 7.250 GEN -RMBPU1 66937NDF2 6.58 5.07 7.75 7.750 GEN -RMBPU1 66937NFL7 5.92 4.59 8.07 8.000 GEN -RMBPU1 66937NHH4 7.25 3.42 7.59 7.750 GEN -RMBPU1 66937NRN0 10.83 6.22 6.70 6.750 GEN -RMBPU1 66937NVL9 12.08 6.47 6.71 6.750 GEN -RMBPU1 66937NZK7 8.42 5.63 6.89 7.000 GEN -RMBPU1 69348LGK9 7.67 4.14 7.22 8.000 GEN -RMBPU1 69348LHL6 4.42 2.95 7.59 8.000 GEN -RMBPU1 69348RSK3 10.67 5.96 7.88 7.209 GEN -RMBPU1 69348RTE6 10.58 6.64 8.04 7.813 GEN -RMBPU1 74434R4B4 6.42 3.54 7.53 7.500 GEN -RMBPU1 74434RC#6 4.67 3.71 8.61 8.000 GEN -RMBPU1 74434RC*0 3.00 2.59 7.60 7.000 GEN -RMBPU1 74434RC@8 2.75 2.17 9.15 8.500 GEN -RMBPU1 74434RC@8 2.75 2.17 9.15 8.500 GEN -RMBPU1 74434RC@8 2.75 2.17 9.15 8.500 GEN -RMBPU1 74434RD#5 4.08 3.33 8.29 7.500 GEN -RMBPU1 74434RE#4 4.08 3.33 7.84 7.500 GEN -RMBPU1 74434RE*8 2.50 2.07 7.73 7.500 GEN -RMBPU1 74434RE@6 2.50 2.07 8.09 7.500 GEN -RMBPU1 74434RF#3 2.50 2.07 7.70 7.500 GEN -RMBPU1 74434RG#2 3.33 2.82 7.10 7.000 GEN -RMBPU1 74434RG*6 3.58 3.09 8.43 7.500 GEN -RMBPU1 74434RJ36 4.92 2.67 8.55 8.000 GEN -RMBPU1 74434RX71 6.33 3.58 8.62 7.500 GEN -RMBPU1 74434RX71 6.33 3.58 8.62 7.500 GEN -RMBPU1 74434RXX4 4.58 2.82 8.50 8.500 GEN -RMBPU1 74434RZV6 3.33 2.57 7.07 7.500 GEN -RMBPU1 74434TEZ6 3.75 2.98 7.03 7.000 GEN -RMBPU1 74434TZF7 5.00 3.88 8.34 6.750 GEN -RMBPU1 74434UCM4 9.00 6.05 9.02 6.804 GEN -RMBPU1 74434UE67 10.00 5.48 8.02 6.750 GEN -RMBPU1 760920H@0 2.67 2.25 8.73 7.789 GEN -RMBPU1 760944PW2 4.42 3.39 8.39 7.000 GEN -RMBPU1 760944W53 10.92 6.20 8.13 7.000 GEN -RMBPU1 760947E64 7.17 4.20 7.98 7.750 GEN -RMBPU1 760947J28 7.25 3.76 7.93 8.000
Page 15 of 20 Closed Block Assets 105 Exhibit C to the Plan of Reorganization Bonds Selected for Closed Block as of December 31, 1999 Selected Data
CBGROUP LONGCLASS CUSIP COMMIT BOOK PAR MARKET DUE ----------------------------------------------------------------------------------------------------------------------------- GEN -RMBPU1 760947J28 2097176AA3 3,720,634 3,672,276 3,651,344 24,482 GEN -RMBPU1 760947Q38 2097030AA1 9,826,123 9,716,254 9,721,112 64,775 GEN -RMBPU1 760947RM5 2096031AA0 10,033,965 10,000,000 9,482,000 59,167 GEN -RMBPU1 760947RM5 2096206AA0 476,450 500,000 474,100 2,958 GEN -RMBPU1 760947RM5 2097105AA1 953,972 1,000,000 948,200 5,917 GEN -RMBPU1 760947T35 2096332AA4 11,976,191 12,009,468 11,932,247 77,561 GEN -RMBPU1 760947X48 2096332AA1 12,101,487 12,000,000 11,600,400 77,500 GEN -RMBPU1 760947XH9 2096151AA1 4,679,790 4,790,000 4,607,980 29,938 GEN -RMBPU1 760947YD7 2098061AB1 7,455,825 7,259,373 7,040,865 45,371 GEN -RMBPU1 7609725G0 2099004AA5 9,598,495 9,810,072 8,749,603 53,138 GEN -RMBPU1 7609725X3 2099004AB3 11,992,746 12,256,890 10,931,552 66,391 GEN -RMBPU1 76110FB93 2099004AA2 9,568,159 9,902,635 8,852,659 53,639 GEN -RMBPU1 76110FBN2 2096180AA5 5,468,553 5,528,250 5,468,545 35,703 GEN -RMBPU1 76110FEA7 2096332AA3 12,035,453 12,000,000 12,300,000 80,000 GEN -RMBPU1 783766RJ9 2094353AA2 8,096,813 8,500,000 8,444,920 53,125 GEN -RMBPU1 783768BA1 2000000207 395,198 395,198 394,210 2,719 GEN -RMBPU1 783768BA1 2000000208 395,198 395,198 394,210 2,719 GEN -RMBPU1 783768BA1 2000000209 790,396 790,396 788,420 5,439 GEN -RMBPU1 79548KA@7 2000000210 5,670,305 5,762,718 5,685,278 38,495 GEN -RMBPU1 79548KEX2 2000000211 5,936,953 6,036,003 5,883,213 37,725 GEN -RMBPU1 863572JG9 2096117AA3 9,323,756 9,605,661 9,139,787 58,034 GEN -RMBPU1 863572KK8 2096121AA3 9,584,475 10,000,000 9,485,300 81,254 GEN -RMBPU1 96169QAE7 2099034AA0 10,000,000 10,000,000 9,550,000 140,617 GEN -RMBPU2 161626S*8 2000005AA5 1,381,767 1,605,567 1,438,487 9,031 GEN -RMBPU2 163780CY3 2000000022 377,029 400,659 355,585 2,170 GEN -RMBPU2 163780CY3 2000000023 851,081 904,421 802,674 4,899 GEN -RMBPU2 163780CY3 2000000024 851,081 904,421 802,674 4,899 GEN -RMBPU2 163780CY3 2095088AB1 78,613 90,442 80,267 490 GEN -RMBPU2 22540ALR7 2099313AA0 7,802,357 8,500,000 7,677,438 32,834 GEN -RMBPU2 302412D@7 2100000006 488,917 481,863 472,677 3,012 GEN -RMBPU2 52518RAL0 2099133AA0 8,473,700 8,745,456 7,846,309 105,760 GEN -RMBPU2 602540AA4 2099116AA0 10,000,000 10,000,000 10,000,000 81,620 GEN -RMBPU2 760944NX2 2000000205 884,810 895,559 898,694 5,224 GEN -RMBPU2 761042AA8 2099041AA2 3,943,442 3,926,724 3,747,567 78,421 GEN -RMBPU3 22540ABU1 2099271AA1 8,399,876 9,613,860 8,123,712 117,957 GEN -RMBPU3 22540ABV9 2099270AA1 2,139,062 2,530,732 2,067,292 31,051 GEN -RMBPU3 761042AB6 2099041AA1 2,014,327 2,159,720 1,874,907 43,036 GEN -TSYAGY 912810EW4 2096194AA0 734,664 850,000 777,487 19,264 GEN -TSYAGY 912810EW4 2096214AA8 9,216,322 10,450,000 9,558,511 236,829 GEN -TSYAGY 912810EY0 2097035AA0 10,486,618 11,000,000 10,718,180 449,821 GEN -TSYAGY 912810FB9 2097308AA1 10,003,212 10,000,000 9,306,300 79,087 GEN -TSYAGY 9128272U5 2097153AB1 2,481,249 2,500,000 2,508,600 21,386 GEN -TSYAGY 9128274F6 2098208AA6 5,058,763 5,000,000 4,701,550 36,315 GEN -TSYAGY 912827J78 2097273AA0 2,863,729 2,845,000 2,836,124 88,060 GEN -TSYAGY 912827Y55 2096247AB2 5,649,400 5,600,000 5,734,736 181,087 GRY -ABS1 17303CAY7 2698169AA0 990,875 1,000,000 919,800 27,897 GRY -ABS2 06605NAL9 2697226AA1 499,962 500,000 498,650 2,908 GRY -ABS2 06605NAL9 2697226AA2 499,962 500,000 498,650 2,908 GRY -CMBS1 617445EF4 2696305AA9 1,937,855 2,000,000 1,933,360 10,997 GRY -CPUC1 207910FM7 2697077AA0 1,155,015 1,095,000 1,147,505 35,369 GRY -CPUC1 906548BF8 2697198AA2 1,068,057 1,000,000 1,011,500 7,292 GRY -CPUN1 001957AU3 2699088AA2 497,977 500,000 473,750 8,281 GRY -CPUN1 001957AW9 2699088AA3 494,725 500,000 429,050 9,569 GRY -CPUN1 02635PLS0 2698017AA0 1,006,703 1,000,000 975,600 26,042 GRY -CPUN1 046003JS9 2699075AA2 1,495,825 1,500,000 1,431,150 14,375 GRY -CPUN1 12560PAX9 2699112AA4 1,004,645 1,000,000 967,447 8,716 GRY -CPUN1 14178EAM0 2697209AA0 1,029,269 1,000,000 958,750 9,468 GRY -CPUN1 25243YAB5 2699174AA2 799,264 800,000 783,200 1,031 GRY -CPUN1 25466PBG2 2696226AA2 1,037,426 1,000,000 1,035,600 21,725 GRY -CPUN1 285659AD0 2699284AA0 499,514 500,000 493,150 7,516 GRY -CPUN1 293310AA6 2698162AA1 1,014,663 1,000,000 984,800 22,500 GRY -CPUN1 31331NZ31 2696267AA7 4,470,955 4,500,000 4,548,150 89,670 GRY -CPUN1 3133935W6 2696220AA6 509,315 500,000 501,565 1,700 GRY -CPUN1 3134A2DT2 2698099AA1 993,905 1,000,000 921,250 12,139 GRY -CPUN1 3134A2DT2 2698103AA3 495,446 500,000 460,625 6,069 GRY -CPUN1 3134A2KZ0 2698180AA0 1,998,683 2,000,000 1,937,500 53,028 GRY -CPUN1 3134A2UJ5 2698287AA0 991,978 1,000,000 877,190 10,819 GRY -CPUN1 3134A3YM2 2699315AA0 2,989,942 3,000,000 2,934,390 88,021 GRY -CPUN1 31359MDJ9 2698099AA0 495,462 500,000 461,405 10,861 GRY -CPUN1 31359MEA7 2698254AA1 558,246 500,000 437,815 12,320
CBGROUP LONGCLASS CUSIP AVGLIFE EFFDUR YIELD COUPON ---------------------------------------------------------------------------------------- GEN -RMBPU1 760947J28 7.25 3.76 7.65 8.000 GEN -RMBPU1 760947Q38 4.92 3.47 7.62 8.000 GEN -RMBPU1 760947RM5 8.33 4.76 7.03 7.100 GEN -RMBPU1 760947RM5 8.33 4.76 8.06 7.100 GEN -RMBPU1 760947RM5 8.33 4.76 8.03 7.100 GEN -RMBPU1 760947T35 8.25 4.04 7.82 7.750 GEN -RMBPU1 760947X48 7.67 4.21 7.50 7.750 GEN -RMBPU1 760947XH9 8.92 4.66 7.91 7.500 GEN -RMBPU1 760947YD7 8.17 4.67 6.99 7.500 GEN -RMBPU1 7609725G0 13.67 7.67 6.78 6.500 GEN -RMBPU1 7609725X3 13.50 7.47 6.78 6.500 GEN -RMBPU1 76110FB93 12.92 7.73 6.96 6.500 GEN -RMBPU1 76110FBN2 6.33 3.84 8.02 7.750 GEN -RMBPU1 76110FEA7 3.33 2.38 7.83 8.000 GEN -RMBPU1 783766RJ9 6.25 4.33 9.43 7.500 GEN -RMBPU1 783768BA1 2.50 2.42 8.26 8.255 GEN -RMBPU1 783768BA1 2.50 2.42 8.26 8.255 GEN -RMBPU1 783768BA1 2.50 2.42 8.26 8.255 GEN -RMBPU1 79548KA@7 4.08 2.99 8.22 8.016 GEN -RMBPU1 79548KEX2 5.67 3.56 7.98 7.500 GEN -RMBPU1 863572JG9 8.92 4.90 7.60 7.250 GEN -RMBPU1 863572KK8 6.83 9.58 7.84 7.000 GEN -RMBPU1 96169QAE7 29.08 10.87 7.67 7.670 GEN -RMBPU2 161626S*8 5.25 4.31 10.41 6.750 GEN -RMBPU2 163780CY3 9.42 5.45 7.63 6.500 GEN -RMBPU2 163780CY3 9.42 5.45 7.63 6.500 GEN -RMBPU2 163780CY3 9.42 5.45 7.63 6.500 GEN -RMBPU2 163780CY3 9.42 5.45 9.17 6.500 GEN -RMBPU2 22540ALR7 9.58 5.71 9.00 8.180 GEN -RMBPU2 302412D@7 3.75 3.11 6.95 7.500 GEN -RMBPU2 52518RAL0 5.58 4.47 7.96 7.256 GEN -RMBPU2 602540AA4 11.25 0.21 8.99 8.991 GEN -RMBPU2 760944NX2 4.08 3.11 7.39 7.000 GEN -RMBPU2 761042AA8 2.50 2.69 7.64 7.899 GEN -RMBPU3 22540ABU1 4.75 10.08 10.78 7.401 GEN -RMBPU3 22540ABV9 4.75 10.08 11.63 7.401 GEN -RMBPU3 761042AB6 2.50 3.37 11.83 7.899 GEN -TSYAGY 912810EW4 26.17 12.23 7.15 6.000 GEN -TSYAGY 912810EW4 26.17 12.23 6.99 6.000 GEN -TSYAGY 912810EY0 26.92 12.35 6.88 6.500 GEN -TSYAGY 912810FB9 27.92 12.68 6.12 6.125 GEN -TSYAGY 9128272U5 7.42 5.72 6.76 6.625 GEN -TSYAGY 9128274F6 8.42 6.47 5.45 5.625 GEN -TSYAGY 912827J78 3.17 2.73 6.02 6.250 GEN -TSYAGY 912827Y55 6.58 5.05 6.83 7.000 GRY -ABS1 17303CAY7 8.08 6.00 6.20 6.050 GRY -ABS2 06605NAL9 2.00 1.77 6.98 6.980 GRY -ABS2 06605NAL9 2.00 1.77 6.98 6.980 GRY -CMBS1 617445EF4 6.58 5.14 7.20 6.598 GRY -CPUC1 207910FM7 4.67 4.64 7.48 8.550 GRY -CPUC1 906548BF8 21.92 5.51 7.07 8.750 GRY -CPUN1 001957AU3 4.25 3.51 5.73 5.625 GRY -CPUN1 001957AW9 29.25 11.23 6.58 6.500 GRY -CPUN1 02635PLS0 3.00 2.59 6.00 6.250 GRY -CPUN1 046003JS9 3.83 3.34 5.83 5.750 GRY -CPUN1 12560PAX9 2.83 2.55 5.74 5.920 GRY -CPUN1 14178EAM0 27.50 11.34 7.16 7.410 GRY -CPUN1 25243YAB5 4.50 3.80 6.65 6.625 GRY -CPUN1 25466PBG2 2.25 2.01 6.88 8.690 GRY -CPUN1 285659AD0 4.83 3.96 6.87 6.850 GRY -CPUN1 293310AA6 3.17 2.74 6.23 6.750 GRY -CPUN1 31331NZ31 21.75 10.65 7.38 7.320 GRY -CPUN1 3133935W6 11.42 7.69 6.96 7.200 GRY -CPUN1 3134A2DT2 3.42 2.88 5.84 5.750 GRY -CPUN1 3134A2DT2 3.42 2.88 5.89 5.750 GRY -CPUN1 3134A2KZ0 1.00 0.90 5.77 5.750 GRY -CPUN1 3134A2UJ5 3.17 2.61 5.24 5.125 GRY -CPUN1 3134A3YM2 4.58 3.77 6.34 6.250 GRY -CPUN1 31359MDJ9 8.17 6.16 5.89 5.750 GRY -CPUN1 31359MEA7 28.58 12.06 5.36 6.160
Page 16 of 20 Closed Block Assets 106 Exhibit C to the Plan of Reorganization Bonds Selected for Closed Block as of December 31, 1999 Selected Data
CBGROUP LONGCLASS CUSIP COMMIT BOOK PAR MARKET DUE ----------------------------------------------------------------------------------------------------------------------------- GRY -CPUN1 345397SJ3 2699194AB4 998,488 1,000,000 979,400 30,708 GRY -CPUN1 36158FAA8 2696205AC9 932,243 1,000,000 892,900 26,444 GRY -CPUN1 369622FE0 2697009AA0 1,039,353 1,000,000 1,044,400 25,764 GRY -CPUN1 36962EU23 2699195AA0 1,028,813 1,000,000 1,017,200 22,967 GRY -CPUN1 37042RPJ5 2696267AA1 1,022,940 1,000,000 1,026,500 21,250 GRY -CPUN1 428040BL2 2699083AA0 1,488,748 1,500,000 1,370,250 27,604 GRY -CPUN1 441812FY5 2698170AA1 997,037 1,000,000 926,700 2,489 GRY -CPUN1 45810QAA5 2696288AA0 1,024,710 1,025,000 1,024,180 2,984 GRY -CPUN1 459745EB7 2698181AA0 999,038 1,000,000 989,100 27,090 GRY -CPUN1 46507VAE2 2699061AA1 499,514 500,000 486,250 12,917 GRY -CPUN1 524908BY5 2699089AA0 495,885 500,000 471,200 13,434 GRY -CPUN1 549271AA2 2696205AD1 961,272 1,000,000 918,900 3,222 GRY -CPUN1 672319AF7 2697052AA0 1,000,000 1,000,000 976,590 2,991 GRY -CPUN1 683234HG6 2696221AA0 1,017,905 1,000,000 1,010,300 31,549 GRY -CPUN1 79549BBK2 2697174AA0 999,849 1,000,000 1,001,000 32,756 GRY -CPUN1 86703QBF7 2697002AA2 2,490,425 2,500,000 2,489,000 13,042 GRY -CPUN1 870836AA1 2697079AA1 981,098 1,000,000 977,900 31,125 GRY -CPUN1 929767AA9 2697273AA4 498,217 500,000 458,150 17,614 GRY -CPUN1 931142BC6 2699223AA0 799,648 800,000 793,200 19,270 GRY -CPUN2 111013AA6 2699147AA2 1,301,707 1,300,000 1,209,260 20,034 GRY -CPUN2 151191AE3 2697273AA3 998,882 1,000,000 935,600 20,464 GRY -CPUN2 190441AV7 2699145AA0 694,682 705,000 650,363 3,819 GRY -CPUN2 200336AU9 2699207AA9 1,330,577 1,350,000 1,301,535 13,611 GRY -CPUN2 264414AT0 2699048AA0 498,961 500,000 454,750 13,128 GRY -CPUN2 268766BG6 2699032AA0 1,498,536 1,500,000 1,461,900 44,094 GRY -CPUN2 45777KAA9 2696317AA3 2,016,637 2,000,000 1,940,000 70,722 GRY -CPUN2 49726QAC6 2696282AA0 1,001,634 1,000,000 1,002,100 15,306 GRY -CPUN2 539830AM1 2699342AA0 1,143,876 1,150,000 1,137,580 9,650 GRY -CPUN2 653522DF6 2699197AA0 992,759 982,927 977,423 17,816 GRY -CPUN2 674599BS3 2699090AA0 511,904 500,000 499,200 14,450 GRY -CPUN2 708160BE5 2696205AC8 929,774 1,000,000 795,800 9,104 GRY -CPUN2 77175TAK9 2696270AA1 1,011,434 1,000,000 1,000,000 19,609 GRY -CPUN2 786514AW9 2699075AA1 1,531,628 1,500,000 1,385,700 12,458 GRY -CPUN2 828783AJ9 2699006AA2 998,318 1,000,000 949,700 2,944 GRY -CPUN2 828807AA5 2699047AA0 1,496,551 1,500,000 1,416,000 39,938 GRY -CPUN2 852060AC6 2699062AA0 1,013,133 1,000,000 906,000 7,826 GRY -CPUN2 880394AD3 2699315AA2 999,135 1,000,000 972,300 3,611 GRY -CPUN2 902905AR9 2699074AA0 256,752 250,000 244,850 6,800 GRY -CPUN2 925524AD2 2699061AA2 428,689 400,000 403,440 2,583 GRY -CPUN2 X7330YAE5 2697335AA2 1,950,516 2,000,000 1,885,000 48,222 GRY -CPUN3 001920AC1 2697073AA2 1,517,722 1,480,000 1,486,808 24,420 GRY -CPUN3 023586AA8 2698103AA5 1,026,568 1,000,000 978,300 10,031 GRY -CPUN3 195325AK1 2697056AA2 997,697 1,000,000 845,000 28,806 GRY -FRN1 345397SK0 2699196AA0 1,000,000 1,000,000 1,001,800 13,788 GRY -HEL1 046011AD4 2698118AA0 1,048,414 1,042,000 1,026,235 5,879 GRY -HEL1 21075WFG5 2697170AA5 999,654 1,000,000 995,800 6,067 GRY -HEL1 31359LWS0 2696213AA0 996,946 1,000,000 994,700 6,167 GRY -HEL1 393505NV0 2697015AA5 1,394,905 1,370,069 1,316,773 5,145 GRY -HEL1 60935BAV1 2696275AB3 1,252,938 1,253,048 1,231,872 7,727 GRY -PASS1 31283GNQ6 2697210AA0 367,246 343,489 352,090 2,433 GRY -PASS1 31283HEM3 2699193AA0 186,849 194,464 183,527 1,053 GRY -PASS1 3128F4Y39 2697290AA7 695,998 664,942 682,190 4,710 GRY -PASS1 31292G4U7 2699193AA4 358,192 372,726 351,686 2,019 GRY -PASS1 31292G4U7 2699193AA5 594,448 618,567 583,649 3,351 GRY -PASS1 31292GY42 2699193AA2 548,656 571,193 539,509 3,094 GRY -PASS1 31292GY42 2699193AA3 376,209 391,663 369,937 2,122 GRY -PASS1 31293MTG7 2699194AA7 514,481 535,329 505,511 2,900 GRY -PASS1 31293MTG7 2699194AA8 396,727 412,803 389,810 2,236 GRY -PASS1 31293MYY2 2699194AA9 120,022 124,857 117,788 676 GRY -PASS1 31293NMJ6 2699194AA0 440,535 458,784 433,266 2,485 GRY -PASS1 31293NYD6 2699194AA1 173,210 180,181 169,974 976 GRY -PASS1 31293PN27 2699193AA6 179,444 186,897 176,530 1,012 GRY -PASS1 31293PT54 2699193AA7 207,420 215,808 203,619 1,169 GRY -PASS1 31293QGZ0 2699194AA5 530,798 556,645 528,707 3,015 GRY -PASS1 31293QGZ0 2699194AA6 272,174 285,427 271,102 1,546 GRY -PASS1 31293QTW3 2699194AA4 519,534 540,474 509,867 2,928 GRY -PASS1 31293R4Y4 2699194AB3 138,186 143,850 135,787 779 GRY -PASS1 31293RFJ5 2699194AB2 226,456 235,593 222,251 1,276 GRY -PASS1 31293RGK1 2699194AB0 437,285 454,906 429,122 2,464 GRY -PASS1 31293RGK1 2699194AB1 439,322 457,025 431,121 2,476
CBGROUP LONGCLASS CUSIP AVGLIFE EFFDUR YIELD COUPON --------------------------------------------------------------------------------------- GRY -CPUN1 345397SJ3 4.58 3.73 6.74 6.700 GRY -CPUN1 36158FAA8 26.17 10.84 7.60 7.000 GRY -CPUN1 369622FE0 2.75 2.36 7.14 8.750 GRY -CPUN1 36962EU23 2.08 1.87 6.32 7.800 GRY -CPUN1 37042RPJ5 2.08 1.84 7.30 8.500 GRY -CPUN1 428040BL2 9.25 6.44 6.36 6.250 GRY -CPUN1 441812FY5 8.50 6.33 6.45 6.400 GRY -CPUN1 45810QAA5 0.50 0.44 6.61 6.550 GRY -CPUN1 459745EB7 1.08 0.97 5.97 5.875 GRY -CPUN1 46507VAE2 9.17 6.04 7.77 7.750 GRY -CPUN1 524908BY5 6.08 4.75 6.79 6.625 GRY -CPUN1 549271AA2 25.50 10.96 7.60 7.250 GRY -CPUN1 672319AF7 5.00 4.12 6.73 6.730 GRY -CPUN1 683234HG6 3.08 2.63 6.72 7.375 GRY -CPUN1 79549BBK2 0.50 0.48 6.73 6.700 GRY -CPUN1 86703QBF7 1.08 1.06 6.62 6.260 GRY -CPUN1 870836AA1 5.58 4.40 7.17 6.750 GRY -CPUN1 929767AA9 27.08 8.40 7.67 7.640 GRY -CPUN1 931142BC6 1.58 1.47 6.18 6.150 GRY -CPUN2 111013AA6 6.83 5.11 7.28 7.300 GRY -CPUN2 151191AE3 5.75 4.48 6.97 6.950 GRY -CPUN2 190441AV7 8.42 6.22 6.73 6.500 GRY -CPUN2 200336AU9 2.33 2.11 6.63 5.950 GRY -CPUN2 264414AT0 9.08 6.37 6.83 6.800 GRY -CPUN2 268766BG6 2.08 1.77 6.43 6.375 GRY -CPUN2 45777KAA9 1.58 1.39 7.81 8.375 GRY -CPUN2 49726QAC6 0.42 0.40 6.85 7.250 GRY -CPUN2 539830AM1 5.92 4.60 8.06 7.950 GRY -CPUN2 653522DF6 2.75 2.41 6.85 7.250 GRY -CPUN2 674599BS3 6.17 4.68 7.16 7.650 GRY -CPUN2 708160BE5 23.92 9.89 7.78 7.125 GRY -CPUN2 77175TAK9 2.25 1.99 6.95 7.510 GRY -CPUN2 786514AW9 8.92 6.48 6.19 6.500 GRY -CPUN2 828783AJ9 3.50 3.00 6.68 6.625 GRY -CPUN2 828807AA5 4.08 3.40 6.82 6.750 GRY -CPUN2 852060AC6 8.92 6.56 5.93 6.125 GRY -CPUN2 880394AD3 17.50 9.01 8.13 8.125 GRY -CPUN2 902905AR9 4.17 3.41 6.44 7.200 GRY -CPUN2 925524AD2 5.42 4.34 6.17 7.750 GRY -CPUN2 X7330YAE5 2.17 1.89 8.28 7.000 GRY -CPUN3 001920AC1 0.83 0.78 6.71 9.900 GRY -CPUN3 023586AA8 3.42 2.87 6.95 7.850 GRY -CPUN3 195325AK1 7.17 5.02 7.67 7.625 GRY -FRN1 345397SK0 2.58 0.04 5.57 5.570 GRY -HEL1 046011AD4 6.25 4.67 6.64 6.770 GRY -HEL1 21075WFG5 2.83 2.72 7.29 7.280 GRY -HEL1 31359LWS0 2.25 1.88 7.55 7.400 GRY -HEL1 393505NV0 5.00 4.43 8.01 8.450 GRY -HEL1 60935BAV1 0.67 0.88 7.41 7.400 GRY -PASS1 31283GNQ6 5.08 3.12 6.80 8.500 GRY -PASS1 31283HEM3 11.17 5.38 7.21 6.500 GRY -PASS1 3128F4Y39 5.08 3.12 7.33 8.500 GRY -PASS1 31292G4U7 11.17 5.38 7.20 6.500 GRY -PASS1 31292G4U7 11.17 5.38 7.20 6.500 GRY -PASS1 31292GY42 11.17 5.38 7.22 6.500 GRY -PASS1 31292GY42 11.17 5.38 7.22 6.500 GRY -PASS1 31293MTG7 11.17 5.38 7.21 6.500 GRY -PASS1 31293MTG7 11.17 5.38 7.21 6.500 GRY -PASS1 31293MYY2 11.17 5.38 7.20 6.500 GRY -PASS1 31293NMJ6 11.17 5.38 7.22 6.500 GRY -PASS1 31293NYD6 11.17 5.38 7.20 6.500 GRY -PASS1 31293PN27 11.17 5.38 7.22 6.500 GRY -PASS1 31293PT54 11.17 5.38 7.20 6.500 GRY -PASS1 31293QGZ0 11.17 5.38 7.35 6.500 GRY -PASS1 31293QGZ0 11.17 5.38 7.35 6.500 GRY -PASS1 31293QTW3 11.17 5.38 7.20 6.500 GRY -PASS1 31293R4Y4 11.17 5.38 7.21 6.500 GRY -PASS1 31293RFJ5 11.17 5.38 7.20 6.500 GRY -PASS1 31293RGK1 11.17 5.38 7.20 6.500 GRY -PASS1 31293RGK1 11.17 5.38 7.20 6.500
Page 17 of 20 Closed Block Assets 107 Exhibit C to the Plan of Reorganization Bonds Selected for Closed Block as of December 31, 1999 Selected Data
CBGROUP LONGCLASS CUSIP COMMIT BOOK PAR MARKET DUE ----------------------------------------------------------------------------------------------------------------------------- GRY -PASS1 31293S5M7 2699194AA2 223,384 232,386 219,208 1,259 GRY -PASS1 31293SHQ5 2699194AA3 372,764 387,789 365,802 2,101 GRY -PASS1 31293TE94 2699193AA1 170,579 177,456 167,396 961 GRY -PASS1 31335GKG9 2697290AA6 86,476 79,384 81,357 562 GRY -PASS1 31360CAT9 2696198AC8 140,522 135,185 140,203 1,014 GRY -PASS1 313614WK1 2697288AA1 92,096 82,525 86,785 653 GRY -PASS1 313614WV7 2697288AA0 67,549 60,670 63,801 480 GRY -PASS1 313614XB0 2697288AA3 89,554 80,455 84,608 637 GRY -PASS1 313615C53 2696198AC7 6,694 6,347 6,582 48 GRY -PASS1 31365DAZ8 2697170AA6 894,060 882,255 887,301 5,514 GRY -PASS1 31373TYR5 2696198AC3 87,625 81,386 85,690 644 GRY -PASS1 31374JZZ7 2696198AC2 231,827 218,571 226,829 1,639 GRY -PASS1 31376QZ48 2697288AA2 414,954 382,766 403,474 3,030 GRY -PASS1 31378CZU9 2698083AA1 617,513 623,506 595,491 3,118 GRY -PASS1 31378CZU9 2698083AA3 330,155 333,359 318,382 1,667 GRY -PASS1 31378GNT6 2698085AA0 258,947 259,959 246,353 1,408 GRY -PASS1 31378GNT6 2698085AA1 863,155 866,529 821,175 4,694 GRY -PASS1 31378HJG7 2698134AA0 298,732 289,019 286,923 1,806 GRY -PASS1 31378LWP3 2698134AA2 312,160 302,258 299,892 1,889 GRY -PASS1 31378NPV4 2698110AA0 493,515 483,672 479,503 2,821 GRY -PASS1 31378P3K7 2698134AA3 348,442 338,443 335,492 2,115 GRY -PASS1 31378R2Y4 2698050AA4 768,320 760,960 741,875 4,122 GRY -PASS1 31378XJZ0 2698133AA0 270,501 262,707 260,372 1,642 GRY -PASS1 31378XST4 2698211AA0 545,215 542,176 529,294 2,937 GRY -PASS1 31378YSK1 2698110AA1 542,391 548,603 524,898 2,743 GRY -PASS1 31379HHQ6 2698083AA4 760,883 741,770 735,717 4,636 GRY -PASS1 31379JWP7 2698107AA0 1,065,321 1,074,857 1,019,889 5,822 GRY -PASS1 31379KU43 2698134AA1 329,236 319,289 316,562 1,996 GRY -PASS1 31379PBD3 2698211AA1 489,018 486,392 473,901 2,635 GRY -PASS1 31380AFQ0 2698211AA2 239,573 238,273 232,125 1,291 GRY -PASS1 36203KPZ1 2696205AB5 314,779 317,427 315,113 1,984 GRY -PASS1 36203LZE5 2696205AB3 18,321 18,483 18,354 116 GRY -PASS1 36203LZE5 2696205AB8 288,496 291,050 289,012 1,819 GRY -PASS1 36203N3E6 2698085AA3 98,151 94,234 95,113 628 GRY -PASS1 36203STN7 2697209AA1 540,758 535,073 531,638 3,344 GRY -PASS1 36203TRD9 2698085AA5 15,204 14,598 14,736 97 GRY -PASS1 36203UHE5 2698085AA4 507,257 487,015 491,603 3,247 GRY -PASS1 36203YLR3 2696205AB7 213,646 215,674 214,220 1,348 GRY -PASS1 36207THY0 2697090AA0 2,115,418 2,087,691 2,066,417 13,048 GRY -PASS1 36208VQL2 2699203AA1 454,566 489,686 445,957 2,448 GRY -PASS1 36208X4C2 2699203AA2 523,247 563,673 513,371 2,818 GRY -PASS1 36208YBC2 2699203AA3 320,204 344,943 314,292 1,725 GRY -PASS1 36209G6J1 2698120AA7 597,441 582,159 577,124 3,639 GRY -PASS1 36209HZT5 2699203AA4 418,507 450,841 410,662 2,254 GRY -PASS1 36209LKY1 2699203AA6 27,983 30,145 27,499 151 GRY -PASS1 36209TTS8 2699203AA7 731,548 788,067 717,763 3,940 GRY -PASS1 36209X3S7 2699203AA5 49,752 53,596 48,811 268 GRY -PASS1 36210F7A8 2699207AA5 77,175 83,138 75,684 416 GRY -PASS1 36210VRC7 2699203AA8 163,635 176,278 160,504 881 GRY -PASS1 36218EBE0 2696205AC7 37,724 35,395 36,899 265 GRY -PASS1 36218W6W6 2696205AC5 60,944 56,147 58,522 421 GRY -PASS1 36224BTD1 2696205AB6 18,450 18,642 18,520 117 GRY -PASS1 36224EKU6 2696205AB4 227,463 229,515 227,957 1,434 GRY -PASS1 36224KS75 2696205AA6 34,694 35,001 34,770 219 GRY -PASS1 36224LH59 2696205AB9 201,061 203,049 201,830 1,269 GRY -PASS1 36224LH59 2696205AC0 15,769 15,925 15,829 100 GRY -PASS1 36224W6E8 2696205AB2 182,461 184,449 183,274 1,153 GRY -PASS1 36225AD98 2696205AC4 455,801 430,169 449,135 3,226 GRY -PASS1 36225AGJ3 2696205AC6 293,268 274,235 286,279 2,057 GRY -RMBPU1 22540AFR4 2698282AA0 889,004 885,090 843,933 3,078 GRY -TSYAGY 912810FB9 2698212AA0 3,674,828 3,500,000 3,257,205 27,680 GRY -TSYAGY 912810FB9 2699068AA0 1,340,752 1,275,000 1,186,553 10,084 GRY -TSYAGY 912810FB9 2699357AA0 2,337,160 2,500,000 2,326,575 19,772 GRY -TSYAGY 9128275N8 2699361AA2 4,876,770 5,000,000 4,843,750 113,315 GRY -TSYAGY 912827L83 2699361AA0 1,969,352 2,000,000 1,958,760 43,438 4,896,062,408 4,951,277,935
CBGROUP LONGCLASS CUSIP AVGLIFE EFFDUR YIELD COUPON -------------------------------------------------------------------------------------- GRY -PASS1 31293S5M7 11.17 5.38 7.20 6.500 GRY -PASS1 31293SHQ5 11.17 5.38 7.20 6.500 GRY -PASS1 31293TE94 11.17 5.38 7.20 6.500 GRY -PASS1 31335GKG9 5.08 3.12 6.34 8.500 GRY -PASS1 31360CAT9 3.00 2.34 7.69 9.000 GRY -PASS1 313614WK1 4.75 3.21 6.04 9.500 GRY -PASS1 313614WV7 4.92 3.26 6.12 9.500 GRY -PASS1 313614XB0 4.92 3.26 6.13 9.500 GRY -PASS1 313615C53 5.08 3.35 7.44 9.000 GRY -PASS1 31365DAZ8 3.17 1.99 6.99 7.500 GRY -PASS1 31373TYR5 4.83 3.06 7.10 9.500 GRY -PASS1 31374JZZ7 5.08 3.35 7.29 9.000 GRY -PASS1 31376QZ48 4.92 3.26 6.80 9.500 GRY -PASS1 31378CZU9 4.00 3.14 6.23 6.000 GRY -PASS1 31378CZU9 4.00 3.14 6.23 6.000 GRY -PASS1 31378GNT6 10.67 5.25 6.57 6.500 GRY -PASS1 31378GNT6 10.67 5.25 6.57 6.500 GRY -PASS1 31378HJG7 7.33 3.71 6.82 7.500 GRY -PASS1 31378LWP3 7.33 3.71 6.83 7.500 GRY -PASS1 31378NPV4 3.33 2.45 6.49 7.000 GRY -PASS1 31378P3K7 7.33 3.71 6.90 7.500 GRY -PASS1 31378R2Y4 4.00 2.89 6.26 6.500 GRY -PASS1 31378XJZ0 7.67 3.84 6.90 7.500 GRY -PASS1 31378XST4 4.00 2.89 6.36 6.500 GRY -PASS1 31378YSK1 4.00 3.14 6.27 6.000 GRY -PASS1 31379HHQ6 7.67 3.84 6.34 7.500 GRY -PASS1 31379JWP7 10.67 5.25 6.66 6.500 GRY -PASS1 31379KU43 7.67 3.84 6.87 7.500 GRY -PASS1 31379PBD3 4.00 2.89 6.37 6.500 GRY -PASS1 31380AFQ0 4.00 2.89 6.37 6.500 GRY -PASS1 36203KPZ1 6.83 3.92 7.68 7.500 GRY -PASS1 36203LZE5 6.83 3.92 7.68 7.500 GRY -PASS1 36203LZE5 6.83 3.92 7.68 7.500 GRY -PASS1 36203N3E6 6.83 3.46 7.54 8.000 GRY -PASS1 36203STN7 6.83 3.92 7.38 7.500 GRY -PASS1 36203TRD9 6.83 3.46 7.54 8.000 GRY -PASS1 36203UHE5 6.83 3.46 7.54 8.000 GRY -PASS1 36203YLR3 6.83 3.92 7.70 7.500 GRY -PASS1 36207THY0 8.17 4.46 7.38 7.500 GRY -PASS1 36208VQL2 11.08 5.90 6.71 6.000 GRY -PASS1 36208X4C2 11.08 5.90 6.71 6.000 GRY -PASS1 36208YBC2 11.58 6.07 6.71 6.000 GRY -PASS1 36209G6J1 7.67 4.45 7.24 7.500 GRY -PASS1 36209HZT5 11.58 6.07 6.71 6.000 GRY -PASS1 36209LKY1 11.58 6.07 6.71 6.000 GRY -PASS1 36209TTS8 11.08 5.90 6.71 6.000 GRY -PASS1 36209X3S7 11.08 5.90 6.71 6.000 GRY -PASS1 36210F7A8 11.58 6.07 6.70 6.000 GRY -PASS1 36210VRC7 11.58 6.07 6.70 6.000 GRY -PASS1 36218EBE0 4.92 3.17 7.28 9.000 GRY -PASS1 36218W6W6 4.92 3.17 6.82 9.000 GRY -PASS1 36224BTD1 6.83 3.92 7.72 7.500 GRY -PASS1 36224EKU6 6.83 3.92 7.69 7.500 GRY -PASS1 36224KS75 6.67 3.87 7.69 7.500 GRY -PASS1 36224LH59 6.83 3.92 7.71 7.500 GRY -PASS1 36224LH59 6.83 3.92 7.71 7.500 GRY -PASS1 36224W6E8 6.83 3.92 7.73 7.500 GRY -PASS1 36225AD98 3.67 2.78 6.82 9.000 GRY -PASS1 36225AGJ3 4.92 3.17 7.03 9.000 GRY -RMBPU1 22540AFR4 4.58 3.63 6.14 6.260 GRY -TSYAGY 912810FB9 27.92 12.68 5.76 6.125 GRY -TSYAGY 912810FB9 27.92 12.68 5.75 6.125 GRY -TSYAGY 912810FB9 27.92 12.68 6.64 6.125 GRY -TSYAGY 9128275N8 9.67 7.02 6.35 6.000 GRY -TSYAGY 912827L83 3.67 3.15 6.23 5.750
Page 18 of 20 Closed Block Assets 108 Exhibit C to the Plan of Reorganization Mortgages Selected for Closed Block as of December 31, 1999
Contract Pay Loan Number Project Name Book Value Loan Balance Rate Freq ---------------------------------------------------------------------------------------------------------------------------------- 0000169660 BERNAUER DAVID C & SYLVIA E 38,950 38,950 10.50 12 0000172030 BERSEN JOHN R. 32,354 32,354 10.50 12 0000172930 HILDEBRAND CARL R & MICHELE M 27,359 27,359 10.50 12 0000173580 KIRKLAND STEVEN L & KIM 23,122 23,122 10.50 12 0000175440 ASIS DONY B & LITA O 44,799 44,799 11.00 12 0000175570 ROTHWELL DONALD E & LYNDA W 47,368 47,368 10.88 12 0000176700 ROPER GAIL H AND LINDA M 38,318 38,318 6.00 12 0001065790 GATEWAY INDUSTRIAL PARK PHASE II 743,704 743,704 9.75 12 0001065800 GATEWAY BUSINESS COMPLEX I & II 463,340 463,340 9.75 12 0001066130 MBL (USA) BUILDING 737,033 737,033 10.38 12 0001067800 BELLEMEADE MANOR APTS. 1,867,300 1,867,300 7.70 12 0001068400 FREDERICKSBURG PARK & SHOP 6,920,587 6,920,587 8.13 12 0001080930 JARPAL COMPANY 1,560,414 1,560,414 8.63 12 0001081440 TIMONIUM MINI STORAGE S. & CO. 4,430,302 4,430,302 8.60 12 0001081840 WOODBURY PLAZA 9,852,835 9,852,835 7.52 12 0001081990 LEO ZUCKER & ROBERT NELSON 3,331,635 3,331,635 8.40 12 0001082400 CEDAR PLAZA OFFICE BUILDING 2,508,353 2,508,353 8.50 12 0001082510 TURFWAY SHOPPING CENTER 4,176,001 4,176,001 8.00 12 0001082550 PASCACK VALLEY 3,146,318 3,146,318 7.80 12 0001082950 ANNE EVANS GIBBONS 1,549,728 1,549,728 9.50 12 0001083860 WOODLAND VILLA APTS I & II 5,781,395 5,781,395 7.75 12 0004000040 SUPER STOP & SHOP 5,434,879 5,434,879 8.15 12 0004000070 NORTH PROVIDENCE MARKETPLACE 8,762,337 8,762,337 7.65 12 0004000120 PENDERBROOK APTS. 16,679,958 16,679,958 7.35 12 0004000170 CALIBRE PARK APARTMENTS 6,990,205 6,990,205 7.00 12 0004000180 3333 NEW HYDE PARK ROAD 8,988,118 8,988,118 7.20 12 0004000210 LBJ FINANCIAL CENTER 14,645,234 14,645,234 8.28 12 0004000220 VALLEY VIEW OFFICE TOWER 2,104,072 2,104,072 8.26 12 0004000230 ONE BENT TREE 8,022,245 8,022,245 8.25 12 0004000240 ONE CORPORATE PLACE 4,941,322 4,941,322 8.55 12 0004000250 STONEGATE APARTMENTS 15,299,248 15,299,248 8.23 12 0004000260 MOUNTAIN SPRINGS APARTMENTS 10,500,000 10,500,000 8.19 12 0004000270 SPRING LAKE EXE. BUS. PARK 11,420,396 11,420,396 8.00 12 0004000290 TEXAS COMMUNITY BANK 8,515,784 8,515,784 8.41 12 0004000300 MELVILLE OFFICE PLAZA 15,055,117 15,055,117 8.25 12 0004000310 THE VININGS JUBILEE 8,006,307 8,006,307 8.43 12 0004000320 MONTVALE CENTER 7,677,769 7,677,769 8.59 12 0004000330 WILLOW BEND MARKET 11,193,735 11,193,735 8.15 12 0004000340 LOEHMANN'S PLAZA SHOPPING CENTER 7,177,885 7,177,885 7.90 12 0004000350 SIGNATURE SQUARE I & II OFFICE BLDG 5,070,908 5,070,908 7.69 12 0004000360 THE EMBASSY EXCHANGE BLD. 3,706,132 3,706,132 8.00 12 0004000370 WATERFORD BUILDING 7,869,515 7,869,515 8.00 12 0004000380 AMLI AT VERANDAH 16,659,966 16,659,966 7.55 12 0004000400 CHASE CROSSING APTS. 15,105,742 15,105,742 7.63 12 0004000420 THE LANDINGS APARTMENTS 13,427,206 13,427,206 7.95 12 0004000450 LANDMARK ON THE LAKE APTS. 15,125,000 15,125,000 7.22 12 0004000460 OAKMEAD TERRACE 7,564,784 7,564,784 7.03 12 0004000470 MORNINGSIDE ON THE GREEN APTS. 8,304,690 8,304,690 7.32 12 0004000480 SUNDANCE CROSSINGS 12,907,744 12,907,744 6.90 12 0004000490 7 INDUSTRIAL WAREHOUSE BUILDINGS 7,457,343 7,457,343 7.60 12 0004000500 STEVENS CREEK SHOPPING CTR 16,000,000 16,000,000 6.87 12 0004000510 COLLEGE SQUARE 7,365,083 7,365,083 7.14 12 0004000530 125 ACCESS RD 3,699,898 3,699,898 6.94 12 0004000550 MT. CLEMENS FARMER JACK S/C 6,977,623 6,977,623 7.08 12 0004000560 YPSILANTI FARMER JACK STORE 6,231,725 6,231,725 7.31 12 0004000570 FOX POINTE APARTMENTS 5,616,310 5,616,310 6.56 12 0004100010 EL HOGAR DEL FUTURO INC 83,525 83,525 7.00 12 377,909,019 377,909,019
Accrued Loan Number Project Name MatDate PaidToDate Payment Interest ------------------------------------------------------------------------------------------------------------------------------- 0000169660 BERNAUER DAVID C & SYLVIA E 08/01/09 11/01/99 534.00 681.63 0000172030 BERSEN JOHN R. 12/01/09 12/01/99 431.00 283.10 0000172930 HILDEBRAND CARL R & MICHELE M 07/01/09 12/01/99 469.50 239.39 0000173580 KIRKLAND STEVEN L & KIM 08/01/09 12/01/99 332.00 202.32 0000175440 ASIS DONY B & LITA O 01/01/10 11/01/99 596.75 821.32 0000175570 ROTHWELL DONALD E & LYNDA W 04/01/10 12/01/99 634.00 429.27 0000176700 ROPER GAIL H AND LINDA M 07/01/10 12/01/99 523.44 191.59 0001065790 GATEWAY INDUSTRIAL PARK PHASE II 07/01/06 01/01/00 12,905.00 0.00 0001065800 GATEWAY BUSINESS COMPLEX I & II 07/01/06 01/01/00 8,045.00 0.00 0001066130 MBL (USA) BUILDING 12/01/08 12/01/99 10,532.08 6,372.27 0001067800 BELLEMEADE MANOR APTS. 09/01/05 12/01/99 15,041.00 11,981.84 0001068400 FREDERICKSBURG PARK & SHOP 10/01/05 01/01/00 65,095.72 0.00 0001080930 JARPAL COMPANY 01/01/07 12/01/99 17,361.41 11,215.48 0001081440 TIMONIUM MINI STORAGE S. & CO. 02/01/04 01/01/00 49,293.88 0.00 0001081840 WOODBURY PLAZA 12/01/07 12/01/99 96,817.99 71,703.21 0001081990 LEO ZUCKER & ROBERT NELSON 11/01/03 12/01/99 29,344.85 23,321.45 0001082400 CEDAR PLAZA OFFICE BUILDING 12/01/05 12/01/99 44,150.93 29,470.59 0001082510 TURFWAY SHOPPING CENTER 11/01/05 12/01/99 59,479.09 27,840.01 0001082550 PASCACK VALLEY 11/01/03 12/01/99 26,551.50 20,451.06 0001082950 ANNE EVANS GIBBONS 08/01/04 12/01/99 20,362.38 12,268.68 0001083860 WOODLAND VILLA APTS I & II 06/01/11 12/01/99 63,426.92 37,338.17 0004000040 SUPER STOP & SHOP 12/01/15 12/01/99 50,747.97 36,911.89 0004000070 NORTH PROVIDENCE MARKETPLACE 02/01/06 01/01/00 68,004.95 0.00 0004000120 PENDERBROOK APTS. 02/01/11 12/01/99 117,125.26 102,164.74 0004000170 CALIBRE PARK APARTMENTS 06/01/06 12/01/99 52,478.36 40,776.19 0004000180 3333 NEW HYDE PARK ROAD 09/01/06 12/01/99 68,360.93 53,928.71 0004000210 LBJ FINANCIAL CENTER 10/01/06 12/01/99 119,279.60 101,074.08 0004000220 VALLEY VIEW OFFICE TOWER 10/01/06 12/01/99 17,360.61 14,483.03 0004000230 ONE BENT TREE 10/01/06 12/01/99 62,642.30 55,152.93 0004000240 ONE CORPORATE PLACE 11/01/06 12/01/99 41,642.87 35,206.92 0004000250 STONEGATE APARTMENTS 11/01/03 01/01/00 125,938.26 0.00 0004000260 MOUNTAIN SPRINGS APARTMENTS 11/01/03 01/01/00 71,662.50 0.00 0004000270 SPRING LAKE EXE. BUS. PARK 09/01/06 12/01/99 92,590.61 76,135.98 0004000290 TEXAS COMMUNITY BANK 12/01/06 01/01/00 69,927.48 0.00 0004000300 MELVILLE OFFICE PLAZA 12/01/06 12/01/99 123,786.67 103,503.93 0004000310 THE VININGS JUBILEE 01/01/17 12/01/99 73,820.52 56,244.31 0004000320 MONTVALE CENTER 12/01/06 01/01/00 64,904.09 0.00 0004000330 WILLOW BEND MARKET 05/01/07 01/01/00 86,704.91 0.00 0004000340 LOEHMANN'S PLAZA SHOPPING CENTER 03/01/04 01/01/00 57,198.96 0.00 0004000350 SIGNATURE SQUARE I & II OFFICE BLDG 01/01/07 12/01/99 93,924.24 76,641.68 0004000360 THE EMBASSY EXCHANGE BLD. 04/01/07 12/01/99 29,714.92 0.00 0004000370 WATERFORD BUILDING 04/01/07 12/01/99 63,095.98 0.00 0004000380 AMLI AT VERANDAH 04/01/04 12/01/99 125,736.57 105,595.16 0004000400 CHASE CROSSING APTS. 03/01/07 12/01/99 120,716.05 98,633.18 0004000420 THE LANDINGS APARTMENTS 09/01/07 01/01/00 118,333.00 0.00 0004000450 LANDMARK ON THE LAKE APTS. 12/01/12 12/01/99 91,002.08 91,002.08 0004000460 OAKMEAD TERRACE 01/01/05 12/01/99 55,278.14 44,317.03 0004000470 MORNINGSIDE ON THE GREEN APTS. 01/01/18 12/01/99 69,132.18 50,658.61 0004000480 SUNDANCE CROSSINGS 01/01/13 12/01/99 125,054.55 74,219.53 0004000490 7 INDUSTRIAL WAREHOUSE BUILDINGS 06/01/08 12/01/99 62,656.58 47,229.84 0004000500 STEVENS CREEK SHOPPING CTR 03/01/08 01/01/00 91,600.00 0.00 0004000510 COLLEGE SQUARE 04/01/18 12/01/99 54,097.33 43,822.25 0004000530 125 ACCESS RD 05/01/18 01/01/00 26,712.34 0.00 0004000550 MT. CLEMENS FARMER JACK S/C 08/01/18 12/01/99 49,205.73 41,167.98 0004000560 YPSILANTI FARMER JACK STORE 03/01/19 12/01/99 45,780.65 37,961.59 0004000570 FOX POINTE APARTMENTS 12/01/13 01/01/00 51,371.54 0.00 0004100010 EL HOGAR DEL FUTURO INC 09/01/16 12/01/99 706.77 487.23 3,160,223.94 1,642,130.21
Page 19 of 20 Closed Block Assets 109 Exhibit C to the Plan of Reorganization Swaps Selected for Closed Block as of December 31, 1999
REFERENCE COUNTERPARTY BOOK MARKET SPECIFIC CUSIP TERM DATE EFFECT DATE A413044 Chase 0 186,550 218694AA5.929768AA7 04/15/2007 04/15/1997 N051338 Chase 0 55,454 173034D*7 05/29/2001 04/04/1991
REFERENCE COUNTERPARTY BOOK NOTIONAL PHL PAYS PHL RECEIVES A413044 Chase 0 20,000,000 3m LIBOR 7.270% N051338 Chase 0 2,000,000 3m LIBOR 8.520%
Page 20 of 20 Closed Block Assets 110 Exhibit D to the Plan of Reorganization ACTUARIAL CONTRIBUTION MEMORANDUM Page 1 of 55 111 Exhibit D to the Plan of Reorganization
TABLE OF CONTENTS 1. Overview 2. Global/General Methodology and Assumptions 2.1 General Description of Methodology 2.2 Assumptions/Methodologies that Cross LOBs 3. Traditional Life 3.1 Phoenix - Traditional 3.2 Home Life - Traditional 3.3 CLIC - Traditional 4. Other Individual Life 4.1 Phoenix - Universal Life 4.2 Phoenix - Variable Universal Life 4.3 Phoenix - XLT Term Insurance 4.4 Home Life - Universal Life 4.5 Home Life - Wholesale Term 4.6 CLIC - Universal Life 4.7 CLIC - Retirement Income 5. Individual Annuities 5.1 Phoenix - Individual Deferred Annuities 5.2 Phoenix - Individual Payout Annuities 5.3 Home Life - Individual Deferred Annuities 5.4 Home Life - Individual Payout Annuities 5.5 Variable Annuities 6. Supplementary Contracts 6.1 Phoenix - Supplementary Contracts 6.2 Home Life - Supplementary Contracts
Page 2 of 55 ACTUARIAL CONTRIBUTION MEMORANDUM 112 Exhibit D to the Plan of Reorganization 7. Group Annuities and Related Plans 7.1 Group Payout Annuities 7.2 Group Accumulation Contracts 7.3 Group Variable Annuities 7.4 Guaranteed Interest Contracts 7.5 Pool Separate Accounts 8. Group Life and Health 8.1 Phoenix - Group Life and Health 8.2 Association Life and Accident 9. Individual Accident and Health 9.1 Phoenix - Individual Accident and Health 9.2 Home Life - Individual Accident and Health
Page 3 of 55 ACTUARIAL CONTRIBUTION MEMORANDUM 113 Exhibit D to the Plan of Reorganization 1. OVERVIEW This memorandum describes the methodology for calculating the Actuarial Contribution ("AC") of each policy or contract eligible to receive a Variable Equity Share ("VES") pursuant to Article VII of the Plan of Reorganization ("Plan"). Phoenix Home Life Mutual Insurance Company ("Phoenix Home Life") is a mutual life insurance company domiciled in the State of New York. In 1992, Home Life Insurance Company ("Home Life") merged with and into Phoenix Mutual Life Insurance Company ("Phoenix Mutual"), which simultaneously changed its name to Phoenix Home Life Mutual Insurance Company. The Home Life in-force block of business thereby became part of Phoenix Home Life. Subsequently, on December 31, 1997, Phoenix Home Life acquired through assumption reinsurance the individual business of Confederation Life Insurance Company ("CLIC"), the CLIC in-force block of business thereby becoming part of Phoenix Home Life. This memorandum contains separate sections for each major line of business ("LOB"). The general methodology and experience data that cross all LOBs are described in Section 2 of this memorandum. Aspects specific to a particular LOB are included in the sections specific to each line. Each specific LOB section in this document: (1) provides a description of the products covered within the LOB; (2) describes the specific methodology applied to that LOB; (3) describes applicable historic experience factors; and (4) describes the prospective experience factors applied to each line. The data and information required for the calculations came from numerous company sources, including policy and contract records, annual statements and supporting documentation, internal management reports, and other miscellaneous sources of information. Page 4 of 55 ACTUARIAL CONTRIBUTION MEMORANDUM 114 Exhibit D to the Plan of Reorganization 2. GLOBAL/GENERAL METHODOLOGY AND ASSUMPTIONS 2.1 GENERAL DESCRIPTION OF METHODOLOGY 2.1.1 Historic plus Prospective For each policy in force as of December 31, 1999 (the "Statement Date"), AC is equal to the sum of: - Historic contribution: the past contributions to surplus accumulated with after-tax investment earnings to December 31, 1999, plus - Prospective contribution: the expected future contributions to surplus, discounted at the after-tax investment earnings rate on surplus to December 31, 1999. For policies issued after the Statement Date but before the Adoption Date, the AC was calculated as the present value of expected future contributions to surplus, discounted at the after-tax investment earnings rate on surplus to December 31, 1999. 2.1.2 Method for Determining AC For each policy, the AC was determined as an estimate of the accumulated value of historic statutory book profits plus the present value of expected future statutory book profits. The Company's past financial results and experience studies were analyzed to provide experience factors for use in determining ACs. In general, experience factors were derived separately for policies originally written in Home Life. The section for each product line contains a description of this analysis and its results. Assumptions for future periods were based on analyses of the Company's recent experience, adjusted where appropriate to reflect recent changes in its way of conducting business. For policies in the Closed Block, the prospective contribution was determined using the Closed Block funding assumptions (adjusted to include expenditures that are not funded by the Closed Block and to reflect gains from other lines of business assumed in setting the current dividend scale). Page 5 of 55 ACTUARIAL CONTRIBUTION MEMORANDUM 115 Exhibit D to the Plan of Reorganization 2.1.3 AC Formula and Factors For the individual life and annuity product lines, as well as supplementary contracts, the methodology involved the development of actuarial models of the business using "model points," or groupings of policies with common characteristics. These models accumulate estimates of historic profits to the Statement Date with after-tax investment earnings, and calculate estimates of prospective profits, which are then discounted back to the Statement Date at after-tax investment rates. AC is equal to the sum of the accumulated historic profits and the discounted prospective profits. AC for model points are converted into AC factors. While the specific models used for each product line are defined in the line's methodology section, all AC factors are mathematically equivalent to the following basic structure: 1 AC Factor = ---------------- * {(1+I)1999-t E1} Policy Index where: t = calendar year (past or future) Et = Statutory Earnings (past) or Projected Statutory Earnings (future) for the policy class for year t = Premium + Investment Income and Realized Capital Gains (on Assets equal to Reserves) - Benefits - Increase in Statutory Reserves - Expenses - Commissions - Dividends - Taxes (1 + I)1999-t Symbolizes the effect of accumulating (discounting for future contributions) a $1 contribution to surplus in year t to December 31, 1999 at a series of appropriate after-tax interest rates (I). Policy Index is the policy level item to which the factor is applied (mean reserve, gross premium, account value or face amount in force on December 31, 1999). The structure of each model was based on the most important policy characteristics (issue age, issue year, benefit, cash value basis, premium paying period, etc.). With this basic structure, experience factors or assumptions were then used to calculate the items in annual earnings (Et). Page 6 of 55 ACTUARIAL CONTRIBUTION MEMORANDUM 116 Exhibit D to the Plan of Reorganization This methodology resulted in AC factors applicable to model points that were then used to determine ACs at the individual policy level. For the individual life, annuity and supplementary contract business, the AC factors were interpolated and extrapolated (subject to limits, after which the same factor was used without further extrapolation) to establish factors for all existing issue year/issue age combinations. Minor plans not modeled directly were identified as being most like a particular major plan that was modeled, and such minor plans used the same AC factors as the applicable major plan. AC factors were then multiplied by the appropriate policy index to determine AC for that policy. ACs were calculated at the contract level for group annuities, group life and health, and individual accident and health contracts. 2.1.4 Treatment of Negative AC The historic and prospective ACs were combined algebraically regardless of the sign of each. If the total AC for a policy was negative, it was set to zero in accordance with Section 7.2(a) of the Plan. Thus the allocation of the variable component of policyholder consideration was performed only on those policies with a positive AC. 2.2 ASSUMPTIONS/METHODOLOGIES THAT CROSS LOBS 2.2.1 Investment Returns Historic investment return rates were derived year by year from annual statements and other workpapers, having regard to the approach used by the Company at the time, and with adjustments for policy loans as described below. Separate rates were developed for Home Life for the period prior to its merger with Phoenix Mutual. Separate rates were also developed for the business acquired by Phoenix Home Life from CLIC. For Closed Block business, the prospective investment return rates reflect the rates underlying the Closed Block funding calculations. For Phoenix Traditional and Home Life Traditional, these rates were increased by an amount equal to the level of gains from other lines of business assumed in determining the current dividend scale. Page 7 of 55 ACTUARIAL CONTRIBUTION MEMORANDUM 117 Exhibit D to the Plan of Reorganization The prospective investment return rates for open block policies (i.e., policies not in the Closed Block) generally reflect the run-off of existing assets in each line and the new money rates used in the level interest scenario for cash flow testing as of September 30, 1999 with the yield curve adjusted to December 31, 1999. Thus, lines of business have different prospective investment return rates year by year, depending on their existing assets at September 30, 1999 and the average quality, type, and duration of the assets in which investable cash flow is invested. These different projected investment return rates were used in the AC calculations. Where policy loans are offered, total investment return consists of income on policy loans, plus the return on the non-loaned portfolio of assets. For calendar years prior to 1968 (1976 for Home Life), dividend scales did not vary by loan provision or loan utilization. Therefore, for this period, a single investment return rate was calculated reflecting a blend of loaned and non-loaned assets. For later calendar years, the two components of total investment return were calculated separately because dividend scales did vary by loan provision and/or loan utilization. The investment return rate for the non-loaned portfolio is equal to net investment income (gross investment income on non-loaned assets, less investment expenses, less an allowance for default on future rates only), plus realized capital gains (losses) (historic only), divided by mean admitted assets, excluding policy loans (Exhibit 2 basis). The investment income rate on policy loans is based on contractual policy loan provisions. The total investment return rate for a particular line or subline is the weighted average of the rates on policy loans, where applicable, and non-loaned investments. Historic earned rates for separate account products reflect actual Company data. Prospective separate account earned rates were based on the assumptions used by the Company in its most recent cash flow testing work. 2.2.2 Realized Capital Gains (Losses) The historic year-by-year investment return rates referred to above include realized capital gains (losses). 2.2.3 Unrealized Capital Gains (Losses) Within each line of business, that line's allocation of unrealized capital gains was added at the end of the historic AC calculation. The amount recognized was netted for tax as though the gain were a realized capital gain. Such gains include the value of subsidiary/associate companies in excess of their book value and cumulative unrealized gains/losses on other invested assets as of the Statement Date. At the individual policy level, net unrealized capital gains were allocated in proportion to estimated accumulated assets at the Statement Date. Page 8 of 55 ACTUARIAL CONTRIBUTION MEMORANDUM 118 Exhibit D to the Plan of Reorganization 2.2.4 Expenses Unless explicitly stated to the contrary, all references to expenses in this Memorandum exclude commissions and federal income taxes. The AC calculations reflect all expenses reported in Exhibits 5 and 6 of the annual statement, other than investment expenses (which are netted against investment income). In developing expense factors for the AC calculations, the total expenses of each line or subline of business (including acquisition expenses and allocated corporate overhead) were analyzed. Actual calendar year expenses were generally expressed in terms of the same units, such as "Percent of Premium" and "Per Policy", that the Company has historically used in its expense and pricing studies for the line in question. In projecting future expenses after December 31, 1999, an inflation rate of 3.0% per annum was assumed. This rate was applied to all expense factors, except those expressed as a percentage of premium. 2.2.5 Federal Income Tax General Methodology: Phoenix Mutual and Home Life were separate tax entities prior to 1992. Therefore, the methods and assumptions for allocating Federal Income Tax ("FIT") reflect their separate tax positions and facts for this period. Pre-1958: Prior to 1958, FIT was generally reported as an investment expense. For this period, FIT was not calculated explicitly; the investment return rates used in the AC calculations are net of FIT. 1958-1981: The 1959 Tax Act was in effect during this period. FIT was calculated using marginal tax rates applied to assets, investment income, reserves and interest paid. 1982-1983: During 1982 and 1983, FIT was calculated in accordance with the Stop Gap tax law, which specified a tax on gain from operation with only a partial deduction for policyholder dividends. 1984 and Beyond: The current tax law was effective starting in calendar year 1984 and is assumed to be in effect for all future years. FIT during this period was calculated on taxable gain from operations, including the adjustment for the so-called "DAC tax" applicable during calendar years 1990 and later. The special surplus tax imposed on mutual companies was reflected in calculations for years prior to 2001. Page 9 of 55 ACTUARIAL CONTRIBUTION MEMORANDUM 119 Exhibit D to the Plan of Reorganization MODCO Reinsurance Treaties: Both Phoenix Mutual and Home Life entered into modified coinsurance ("MODCO") treaties during the late-1970s and early-1980s that reduced FIT. The tax benefits from these MODCO treaties were used by both companies to support dividend scales for Traditional Life business. Consistent with this, the tax benefits were allocated to Traditional Life policies in the AC calculations. Phoenix Mutual Update Program and Section 818(c) Reserve Deductions in 1982 and 1983: In 1982, Phoenix Mutual gave certain Traditional Life policyholders the option to elect a one-time increase to the face amount of their policy at no charge. Phoenix Mutual updated the bases used to calculate reserves and cash values for the policies accepting this offer. In 1982 and 1983 Phoenix Mutual sold or reinsured policies for which Section 818(c) reserve deductions were allowed but for which the benefits had not been priced into the contracts. Both the Update program and the Section 818(c) tax reserve deductions triggered significant tax savings, which were used to support Traditional Life dividend scales for several years. In the AC calculations, the tax benefits associated with both of these items were allocated to Phoenix Mutual Traditional Life policies. 2.2.6 CLIC Acquisition For CLIC policies, historic ACs reflect accumulated contributions to surplus over the period December 31, 1997 (the date of Phoenix Home Life's acquisition of the CLIC business) through December 31, 1999. The price paid by Phoenix Home Life to acquire the CLIC business was reflected as an item of expense in determining historic ACs for CLIC policies. Page 10 of 55 ACTUARIAL CONTRIBUTION MEMORANDUM 120 Exhibit D to the Plan of Reorganization 3. TRADITIONAL LIFE 3.1 PHOENIX - Traditional 3.1.1 Description of Business The Phoenix Traditional ordinary business consists of participating permanent and term policies issued from the early 1920s through the present with unit-based guaranteed cash values set in accordance with the various Standard Nonforfeiture Laws. This business includes both policies issued by Phoenix Mutual prior to its merger with Home Life and policies issued by Phoenix Home Life post-merger. All of these policies are included in the Closed Block. Both single and multi-life policies are in the in-force population, and a variety of endowments, death benefit schedules and premium payment options have been offered over time. Sex distinctions have been made since 1963, and discounts for nonsmokers have been offered for policies issued since 1965. A small proportion of substandard risks has been insured, generally at higher premium rates. Premium schedules have generally been fixed at issue for most permanent and term plans. Ancillary benefits (e.g., disability waiver, accidental death) with small, fixed premiums and minimal surrender values have also been available with most base life insurance plans. Policyholders may elect to receive dividends in cash, accumulate dividends with interest, apply dividends to reduce premiums or apply them towards the purchase of additional insurance. Term policies generally have a period of time to convert to permanent coverage without providing evidence of insurability. Additional guaranteed insurability rights have been granted to individuals covered under group plans. Policies on nonforfeiture may be converted to dividend-paying reduced paid-up insurance, guaranteed cost extended term insurance ("ETI") or continue as premium paying business through automatic premium loans. 3.1.2 Methodology ACs were calculated for model cells defined by combinations of representative plans, issue ages, issue years, policy loan provisions and other characteristics. Minor plans were mapped into major plans with similar characteristics. Historic and prospective projections of statutory contributions to surplus were developed using the assumptions outlined below. Historic surplus contributions were accumulated with interest to the Statement Date and prospective surplus contributions were discounted to the same date. Page 11 of 55 ACTUARIAL CONTRIBUTION MEMORANDUM 121 Exhibit D to the Plan of Reorganization The sum of each model cell's historic and prospective AC as of the Statement Date was divided by the model cell's Policy Index as of the Statement Date to calculate that cell's AC factor. The Policy Index was either the statutory policy reserve or the face amount depending on the plan and issue year. Each eligible policy's AC was then determined from its actual in force amount as of the Statement Date and the AC factor for the appropriate model cell. These factors were interpolated and extrapolated (subject to limits where appropriate, after which the same factor was used without further extrapolation) to establish factors for all existing issue year/issue age combinations. Historic ACs were calculated for each model cell in three parts: - the base policy AC assuming dividends are paid in cash - the AC related to any dividends used to buy paid-up additions ("PUAs") - the AC related to any dividends left to accumulate. Separate AC factors were calculated for each of these items; these factors were then applied to each policy as appropriate. Prospective AC factors reflect an aggregate distribution of future base policy dividend options (i.e., each policy was assumed to have the same percentage of base policy dividends applied to each individual option). 3.1.3 Experience Factors (Historic Calculations) Gross Premiums: The annual mode premium was used for the average size policy for each model cell, including any policy fee divided by the same average size to get the premium per unit. Death Claims: Based on Company and industry mortality studies, actual mortality experienced over time, related to a series of underlying select and ultimate experience tables, was used in the AC calculations. Each model cell used the appropriate duration and attained age mortality rate from the particular calendar year to calculate a cost of insurance on the net amount at risk. Commissions: Historic commission scales were used. For recent issue years, a blended commission scale was used representing approximate levels of sales by career agents, personal producing general agents and independent brokers. These scales were adjusted to reflect agent termination experience. Page 12 of 55 Actuarial Contribution Memorandum 122 Exhibit D to the Plan of Reorganization Expenses: Unit expense factors were based on historic expense studies and the amount of expenses covered by those assumptions was determined. The unit factors were adjusted by a constant scaling factor for each calendar year so that, when the adjusted unit expenses were multiplied by the appropriate base, 100% of actual expenses, as reported in the annual statement, were covered. Dividends: Actual dividends per unit payable in a calendar year were generally used for each model cell. Dividends for some plan/age/duration/calendar year combinations were estimated. Gains from Other LOBs: Since 1987, the Company has used gains from certain other LOBs to support traditional life dividend scales. The gains (or losses) considered in the determination of each year's dividend scale were reflected in the historic AC calculations as adjustments to investment return rates. Miscellaneous Gains: Gains (or losses) associated with various miscellaneous items were calculated in aggregate for each calendar year and spread among all policies then in force. Such items include: Waiver of Premium, Accidental Death Benefit and Term Insurance riders; costs associated with risk reinsurance programs; and profits from dividends applied to purchase one-year term insurance. 3.1.4 Experience Factors (Prospective Calculations) The Closed Block funding assumptions (which are documented in the Closed Block Memorandum) were used in the prospective AC calculations. The Closed Block does not fund for expenses (other than premium taxes), nor for commissions; however, such expenditures were considered in calculating prospective ACs. The expenses used reflect average experience for the period 1997 through 1999 with an allowance for future inflation. As noted in Section 2.2.1, prospective investment return rates were adjusted to reflect gains from other lines of business assumed in determining the current dividend scale. 3.2 HOME LIFE - TRADITIONAL 3.2.1 Description of Business The Home Life Traditional ordinary business consists of participating permanent and term policies issued from the early 1920s through 1992 (the year of the merger between Phoenix Mutual and Home Life) with unit-based guaranteed cash values set in accordance with the Standard Nonforfeiture Law. All of these policies are included in the Closed Block. The in-force population is comprised almost entirely of single life policies, and a variety of endowments, death benefits and premium payment options have been offered over time. Sex distinctions have Page 13 of 55 Actuarial Contribution Memorandum 123 Exhibit D to the Plan of Reorganization been made since 1964, and discounts for nonsmokers have been offered since 1969. A small proportion of substandard risks has been insured, generally at higher premium rates. Premium levels have generally been fixed at issue for most permanent and term plans. Ancillary benefits (e.g., disability waiver, accidental death) with small, fixed premiums and minimal surrender values have also been available with most base life insurance plans. Policyholders may elect to receive dividends in cash, accumulate dividends with interest, apply dividends to reduce premiums or apply them towards the purchase of additional insurance. Term policies generally have a period of time to convert to permanent coverage without providing evidence of insurability. Additional guaranteed insurability rights have been granted to individuals covered under group plans. Policies on nonforfeiture may be converted to dividend-paying reduced paid-up insurance, guaranteed cost extended term insurance ("ETI") or continue as premium paying business through automatic premium loans. 3.2.2 Methodology ACs were calculated for model cells defined by combinations of representative plans, issue ages, issue years, policy loan provisions and other characteristics. Minor plans were mapped into major plans with similar characteristics. Historic and prospective projections of statutory contributions to surplus were developed using the assumptions outlined below. Historic surplus contributions were accumulated with interest to the Statement Date and prospective surplus contributions were discounted to the same date. The sum of each model cell's historic and prospective AC as of the Statement Date was divided by the model cell's Policy Index as of the Statement Date to calculate that cell's AC factor. The Policy Index was either the statutory policy reserve or the face amount depending on the plan and issue year. Each eligible policy's AC was then determined from its actual in force amount as of the Statement Date and the AC factor for the appropriate model cell. These factors were interpolated and extrapolated (subject to limits where appropriate, after which the same factor was used without further extrapolation) to establish factors for all existing issue year/issue age combinations. Historic ACs were calculated for each model cell in three parts: - the base policy AC assuming dividends are paid in cash - the AC related to any dividends used to buy paid-up additions ("PUAs") - the AC related to any dividends left to accumulate. Page 14 of 55 Actuarial Contribution Memorandum 124 Exhibit D to the Plan of Reorganization Separate AC factors were calculated for each of these items; these factors were then applied to each policy as appropriate. Prospective AC factors reflect an aggregate distribution of future base policy dividend options (i.e., each policy was assumed to have the same percentage of base policy dividends applied to each individual option). 3.2.3 Experience Factors (Historic Calculations) Gross Premiums: The annual mode premium was used for the average size policy for each model cell, including any policy fee divided by the same average size to get the premium per unit. Death Claims: Based on Company and industry mortality studies, actual mortality experienced over time, related to a series of underlying select and ultimate experience tables, was used in the AC calculations. Each model cell used the appropriate duration and attained age mortality rate from the particular calendar year to calculate a cost of insurance on the net amount at risk. Commissions: Historic commission scales were used. These scales were adjusted to reflect agent termination experience. Expenses: Unit expense factors were based on historic expense studies and the amount of expenses covered by those assumptions was determined. The unit factors were adjusted by a constant scaling factor for each calendar year so that, when the adjusted unit expenses were multiplied by the appropriate base, 100% of actual expenses, as reported in the annual statement, were covered. Dividends: Actual dividends per unit payable in a calendar year were generally used for each model cell. Dividends for some plan/age/duration/calendar year combinations were estimated. Gains from Other LOBs: Since the merger between Home Life and Phoenix Mutual Life, gains from certain other LOBs have been used to support both Phoenix Traditional and Home Life Traditional dividend scales. The gains (or losses) considered in the determination of each year's dividend scale were reflected in the historic AC calculations as adjustments to investment return rates. Home Life did not use gains from other LOBs to support dividend scales prior to the merger. Page 15 of 55 Actuarial Contribution Memorandum 125 Exhibit D to the Plan of Reorganization Miscellaneous Gains: Gains (or losses) associated with various miscellaneous items were calculated in aggregate for each calendar year and spread among all policies then in force. Such items include: Waiver of Premium, Accidental Death Benefit and Term Insurance riders; costs associated with risk reinsurance programs; and profits from dividends applied to purchase one-year term insurance. 3.2.4 Experience Factors (Prospective Calculations) The Closed Block Funding assumptions (which are documented in the Closed Block Memorandum) were used in the prospective AC calculations. The Closed Block does not fund for expenses (other than premium taxes), nor for commissions; however, such expenditures were considered in calculating prospective ACs. The expenses used reflect average experience for the period 1997 through 1999 with an allowance for future inflation. As noted in Section 2.2.1, prospective investment return rates were adjusted to reflect gains from other lines of business assumed in determining the current dividend scale. 3.3 CLIC - TRADITIONAL 3.3.1 Description of Business The CLIC Traditional ordinary business consists of participating permanent and term policies assumed by Phoenix Home Life on December 31, 1997. All of these policies are included in the Closed Block. At the time of acquisition, the majority of multi-life CLIC traditional, dividend-paying policies were converted to a Phoenix Home Life traditional, dividend-paying policy form. A small number (approximately 50) of the CLIC multi-life policyholders declined to convert to the Phoenix multi-life, dividend-paying policy form and their policies continue to be based on the structure of the original CLIC policies. However, there is no expectation that dividends will be paid in the future for these policies. 3.3.2 Methodology ACs were calculated for model cells defined by combinations of representative plans, issue ages, issue years, policy loan provisions and other characteristics. Minor plans were mapped into major plans with similar characteristics. Historic and prospective projections of statutory contributions to surplus were developed using the assumptions outlined below. Historic surplus contributions were accumulated with interest to the Statement Date and prospective surplus contributions were discounted to the same date. Page 16 of 55 Actuarial Contribution Memorandum 126 Exhibit D to the Plan of Reorganization The sum of each model cell's historic and prospective AC as of the Statement Date was divided by the model cell's Policy Index as of the Statement Date to calculate that cell's AC factor. The Policy Index was either the statutory policy reserve or the face amount depending on the plan and issue year. Each eligible policy's AC was then determined from its actual in force amount as of the Statement Date and the AC factor for the appropriate model cell. These factors were interpolated and extrapolated (subject to limits where appropriate, after which the same factor was used without further extrapolation) to establish factors for all existing issue year/issue age combinations. Historic ACs were calculated for each model cell in three parts: - the base policy AC assuming dividends are paid in cash - the AC related to any dividends used to buy paid-up additions ("PUAs") - the AC related to any dividends left to accumulate. Separate AC factors were calculated for each of these items; these factors were then applied to each policy as appropriate. As noted in Section 2, historic ACs for CLIC policies reflect accumulated contributions to surplus over the period December 31, 1997 (the date of Phoenix Home Life's acquisition of the CLIC business) through December 31, 1999. The price paid by Phoenix Home Life to acquire the CLIC business was reflected as an item of expense in determining historic ACs for CLIC policies. Prospective AC factors reflect an aggregate distribution of future base policy dividend options (i.e., each policy was assumed to have the same percentage of base policy dividends applied to each individual option). 3.3.3 Experience Factors (Historic Calculations) Gross Premiums: The annual mode premium was used for the average size policy for each model cell, including any policy fee divided by the same average size to get the premium per unit. Death Claims: Based on Company and industry mortality studies, actual mortality experienced over time, related to a series of underlying select and ultimate experience tables, was used in the AC calculations. Each model cell used the appropriate duration and attained age mortality rate from the particular calendar year to calculate a cost of insurance on the net amount at risk. Page 17 of 55 Actuarial Contribution Memorandum 127 Exhibit D to the Plan of Reorganization Commissions: Historic commission scales were used. It was assumed that the commissions were vested; therefore, an adjustment for agent termination experience was not required. Expenses: The same unit expense factors as were used for Phoenix Traditional business were used in the historic AC calculations for CLIC Traditional. Dividends: Actual dividends per unit payable in a calendar year were used for each model cell. Gains from Other LOBs: The dividend scale for CLIC Traditional business has not been supported by gains from other LOBs. Therefore, the adjustments made to reflect such gains in the AC calculations for Phoenix Traditional and Home Life Traditional business were not made in the calculations for CLIC Traditional business. Miscellaneous Gains: Gains (or losses) associated with various miscellaneous items were calculated in aggregate for each calendar year and spread among all policies then in force. Such items include: Waiver of Premium, Accidental Death Benefit and Term Insurance riders; and profits from dividends applied to purchase one-year term insurance. 3.3.4 Experience Factors (Prospective Calculations) The Closed Block Funding assumptions (which are documented in the Closed Block Memorandum) were used in the prospective AC calculations. The Closed Block does not fund for expenses (other than premium taxes), nor for commissions; however, such expenditures were considered in calculating prospective ACs. The expenses used reflect average experience for the period 1997 through 1999 with an allowance for future inflation. Page 18 of 55 Actuarial Contribution Memorandum 128 Exhibit D to the Plan of Reorganization 4. OTHER INDIVIDUAL LIFE 4.1 PHOENIX - UNIVERSAL LIFE 4.1.1 Description of Business The Phoenix Universal Life ("UL") block consists of both fixed and flexible premium UL policies issued since 1983. Most of this business was issued by Phoenix Mutual Life prior to the merger with Home Life; a small portion was issued by Phoenix Home Life post-merger. 4.1.2 Methodology ACs were calculated for model cells defined by combinations of representative plans, issue ages, issue years and other characteristics. Minor plans were mapped into major plans with similar characteristics. Historic and prospective projections of statutory contributions to surplus were developed using the assumptions outlined below. Historic surplus contributions were accumulated with interest to the Statement Date and prospective surplus contributions were discounted to the same date. The sum of each model cell's historic and prospective AC as of the Statement Date was divided by the model cell's Policy Index as of the Statement Date to calculate that cell's AC factor. The Policy Index for this business was face amount. Each eligible policy's AC was then determined from its actual in-force amount as of the Statement Date and the AC factor for the appropriate model cell. These factors were interpolated and extrapolated (subject to limits where appropriate, after which the same factor was used without further extrapolation) to establish factors for all existing issue year/issue age combinations. 4.1.3 Experience Factors (Historic Calculations) Gross Premiums: Historic assumptions as to gross premiums were set such that, together with the appropriate premium persistency experience, the average Statement Date funding level for each model plan was reproduced. Death Claims: Mortality experience factors for the corresponding Phoenix Traditional business, adjusted to reflect the overall level of observed experience for the Phoenix UL block, were used in the AC calculations. Each model cell used the appropriate duration and attained age mortality rate from the particular calendar year to calculate a cost of insurance on the net amount at risk. Page 19 of 55 Actuarial Contribution Memorandum 129 Exhibit D to the Plan of Reorganization Commissions: Historic commission scales were used. A blended commission scale was used representing approximate levels of sales by career agents, personal producing general agents and independent brokers. These scales were adjusted to reflect agent termination experience. Expenses: Unit expense factors were based on historic expense studies and the amount of expenses covered by those assumptions was determined. The unit factors were adjusted by a constant scaling factor for each calendar year so that, when the adjusted unit expenses were multiplied by the appropriate base, 100% of actual expenses, as reported in the annual statement, were covered. Cost of Insurance and Credited Rates: Actual historic cost of insurance and credited rates were used for each model cell. Miscellaneous Gains: Gains (or losses) associated with Waiver of Premium riders were calculated in aggregate and spread among all Estate Builder policies in force. (Estate Builder is the only product with a significant incidence of this rider.) Other sources of gain (or loss) were considered to be immaterial and were excluded from the AC calculations. 4.1.4 Experience Factors (Prospective Calculations) Gross Premiums: Prospective gross premiums were developed assuming a continuation of the premium patterns used in the historic calculations. In essence, gross premiums for the prospective period start at the current level and reduce in future years based on the appropriate premium persistency assumptions. Death Claims: Prospective mortality experience factors were based on the average of the historic factors over the period 1996 through 1999. Commissions: Commission rates in effect at the start of the prospective period were used. The rates were blended, where appropriate, to reflect approximate level of sales by various distribution channels. These rates were adjusted to reflect agent termination experience. Expenses: Unit expense factors were based on the experience of the Company for the period 1997 through 1999. An allowance for future inflation was included. Page 20 of 55 Actuarial Contribution Memorandum 130 Exhibit D to the Plan of Reorganization Cost of Insurance and Credited Rates: Current cost of insurance rates were assumed to continue without change. Credited interest rates reflect the interest spreads the Company has been able to achieve recently. Interest spreads were assumed to grade from current levels to an ultimate (or target) level. Lapse Rates: Lapse rates were established based on an analysis prepared by the Company for use in the most recent cash flow testing work. Adjustments were made to these rates to reflect recent experience. Miscellaneous Gains: Projected gains (or losses) associated with Waiver of Premium riders were calculated in aggregate and spread among all Estate Builder policies in force. Other sources of gain (or loss) were considered to be immaterial and were excluded from the AC calculations. 4.2 PHOENIX - VARIABLE UNIVERSAL LIFE 4.2.1 Description of Business The Phoenix Variable Universal Life ("VUL") block consists of VUL policies issued by Phoenix Mutual Life prior to the merger with Home Life and by Phoenix Home Life subsequent to the merger. The block includes single premium, flexible premium, single life, first-to-die and second-to-die policies. 4.2.2 Methodology ACs were calculated for model cells defined by combinations of representative plans, issue ages, issue years, funding levels and other characteristics. Minor plans were mapped into major plans with similar characteristics. Historic and prospective projections of statutory contributions to surplus were developed using the assumptions outlined below. Historic surplus contributions were accumulated with interest to the Statement Date and prospective surplus contributions were discounted to the same date. The sum of each model cell's historic and prospective AC as of the Statement Date was divided by the model cell's Policy Index as of the Statement Date to calculate that cell's AC factor. The Policy Index for this business was face amount. Each eligible policy's AC was then determined from its actual in-force amount as of the Statement Date and the AC factor for the appropriate model cell. These factors were interpolated and extrapolated (subject to limits where appropriate, after which the same factor was used without further extrapolation) to establish factors for all existing issue year/issue age combinations. Page 21 of 55 Actuarial Contribution Memorandum 131 Exhibit D to the Plan of Reorganization 4.2.3 Experience Factors (Historic Calculations) Gross Premiums: For flexible premium plans, historic assumptions as to gross premiums were set such that, together with the appropriate premium persistency experience, the average Statement Date funding level for each model cell was approximately reproduced. Death Claims: Mortality experience factors for the corresponding Phoenix Traditional business, adjusted to reflect the overall level of observed experience for the Phoenix VUL block, were used in the AC calculations. Each model cell used the appropriate duration and attained age mortality rate from the particular calendar year to calculate a cost of insurance on the net amount at risk. Commissions: Historic commission scales were used. A blended commission scale was used representing approximate levels of sales by career agents, personal producing general agents and independent brokers. These scales were adjusted to reflect agent termination experience. Expenses: Unit expense factors were based on historic expense studies and the amount of expenses covered by those assumptions was determined. The unit factors were adjusted by a constant scaling factor for each calendar year so that, when the adjusted unit expenses were multiplied by the appropriate base, 100% of actual expenses, as reported in the annual statement, were covered. Cost of Insurance Rates and Separate Account Returns: Actual historic cost of insurance and separate account return rates were used for each model cell. The rates used reflect the average returns of the various separate account funds. Miscellaneous Gains: Gains associated with Waiver of Premium riders were estimated in aggregate and spread among all flexible premium policies. Costs associated with risk reinsurance programs were estimated in aggregate and spread among all policies. Other sources of gain (or loss) were considered to be immaterial and were excluded from the AC calculations. 4.2.4 Experience Factors (Prospective Calculations) Gross Premiums: Prospective gross premiums were developed assuming a continuation of the premium patterns used in the historic calculations. In essence, gross premiums for the prospective period start at the current level and reduce in future years based on the appropriate premium persistency assumptions. Page 22 of 55 Actuarial Contribution Memorandum 132 Exhibit D to the Plan of Reorganization Death Claims: Prospective mortality experience factors were based on the average of the historic factors over the period 1996 through 1999, adjusted to reflect the specific underwriting requirements for each product. Commissions: Commission rates in effect at the start of the prospective period were used. The rates were blended, where appropriate, to reflect approximate level of sales by various distribution channels. These rates were adjusted to reflect agent termination experience. Expenses: Unit expense factors were based on the experience of the Company for the period 1997 through 1999. An allowance for future inflation was included. Cost of Insurance Rates and Separate Account Returns: Current cost of insurance rates were assumed to continue without change. Separate account return rates were based on the assumptions used by the Company in its most recent cash flow testing work. Lapse Rates: Lapse rates were established based on an analysis prepared by the Company for use in the most recent cash flow testing work. These rates were adjusted to reflect recent experience. There is little or no experience for durations beyond ten years so lapse rates at later durations were assumed to grade from current levels to rates based on observed experience for universal life business, adjusted to reflect the target markets for this product. Miscellaneous Gains: Projected gains associated with Waiver of Premium riders were estimated in aggregate and spread among all flexible premium policies. Costs associated with risk reinsurance programs that affect this business were estimated in aggregate and spread among all policies. Other sources of gain (or loss) were considered to be immaterial and were excluded from the AC calculations. 4.3 PHOENIX - XLT TERM INSURANCE 4.3.1 Description of Business The Phoenix XLT Term Insurance block consists of a ten-year, level premium term insurance product issued by Phoenix Home Life since 1998. Depending on the age of the insured life, coverage is renewable for a further ten years at the end of the initial ten-year period. Page 23 of 55 Actuarial Contribution Memorandum 133 Exhibit D to the Plan of Reorganization 4.3.2 Methodology ACs were calculated for model cells defined by combinations of issue ages, issue years and other characteristics. This LOB consists of only one product, so no plan mapping was required. Historic and prospective projections of statutory contributions to surplus were developed using the assumptions outlined below. Historic surplus contributions were accumulated with interest to the Statement Date and prospective surplus contributions were discounted to the same date. The sum of each model cell's historic and prospective AC as of the Statement Date was divided by the model cell's Policy Index as of the Statement Date to calculate that cell's AC factor. The Policy Index for this business was face amount. Each eligible policy's AC was then determined from its actual in-force amount as of the Statement Date and the AC factor for the appropriate model cell. These factors were interpolated and extrapolated (subject to limits where appropriate, after which the same factor was used without further extrapolation) to establish factors for all existing issue year/issue age combinations. 4.3.3 Experience Factors (Historic Calculations) Gross Premiums: The annual mode premium was used for the average size policy for each model cell, including any policy fee divided by the same average size to get the premium per unit. Death Claims: Mortality experience factors equal to the assumptions used by Phoenix Home Life to price this business were used in the AC calculations. Each model cell used the appropriate duration and attained age mortality rate to calculate a cost of insurance on the net amount at risk. Commissions: Current commission scales were used since this product has only recently been introduced. A blended commission scale was used representing approximate levels of sales by career agents, personal producing general agents and independent brokers. These scales were adjusted to reflect agent termination experience. Expenses: Unit expense factors were based on historic expense studies and the amount of expenses covered by those assumptions was determined. The unit factors were adjusted by a constant scaling factor for each calendar year so that, when the adjusted unit expenses were multiplied by the appropriate base, 100% of actual expenses, as reported in the annual statement, were covered. Page 24 of 55 Actuarial Contribution Memorandum 134 Exhibit D to the Plan of Reorganization Reinsurance: Gains (or losses) associated with reinsurance agreements that affect this business were reflected in the AC calculations. Miscellaneous Gains: Gains associated with Waiver of Premium riders were estimated in aggregate and spread among all policies. Other sources of gain (or loss) were considered to be immaterial and were excluded from the AC calculations. 4.3.4 Experience Factors (Prospective Calculations) Gross Premiums: The annual mode premium was used for the average size policy for each model cell, including any policy fee divided by the same average size to get the premium per unit. Death Claims: Mortality experience factors equal to the assumptions used by Phoenix Home Life to price this business were used in the AC calculations. Commissions: Commission rates in effect at the start of the prospective period were used. The rates were blended, where appropriate, to reflect approximate level of sales by various distribution channels. These rates were adjusted to reflect agent termination experience. Expenses: Unit expense factors were based on the experience of the Company for the period 1997 through 1999. An allowance for future inflation was included. Lapse Rates: Lapse experience factors equal to the assumptions used by Phoenix Home Life to price this business were used in the AC calculations. Reinsurance: Projected gains (or losses) associated with reinsurance agreements that affect this business were reflected in the AC calculations. Miscellaneous Gains: Projected gains associated with Waiver of Premium riders were estimated in aggregate and spread among all policies. Other sources of gain (or loss) were considered to be immaterial and were excluded from the AC calculations. Page 25 of 55 Actuarial Contribution Memorandum 135 Exhibit D to the Plan of Reorganization 4.4 HOME LIFE - UNIVERSAL LIFE 4.4.1 Description of Business The Home Life Universal Life block consists predominantly of UL and ISWL policies issued by Home Life between 1984 and 1992. One product, Univista, was issued after the merger (since 1994). 4.4.2 Methodology ACs were calculated for model cells defined by combinations of representative plans, issue ages, issue years, premium-paying status and other characteristics. Minor plans were mapped into major plans with similar characteristics. Historic and prospective projections of statutory contributions to surplus were developed using the assumptions outlined below. Historic surplus contributions were accumulated with interest to the Statement Date and prospective surplus contributions were discounted to the same date. The sum of each model cell's historic and prospective AC as of the Statement Date was divided by the model cell's Policy Index as of the Statement Date to calculate that cell's AC factor. The Policy Index for this business was face amount. Each eligible policy's AC was then determined from its actual in-force amount as of the Statement Date and the AC factor for the appropriate model cell. These factors were interpolated and extrapolated (subject to limits where appropriate, after which the same factor was used without further extrapolation) to establish factors for all existing issue year/issue age combinations. 4.4.3 Experience Factors (Historic Calculations) Gross Premiums: Historic assumptions as to gross premiums were set such that, together with the appropriate premium persistency experience, the average Statement Date funding level for each model plan was reproduced. Death Claims: Mortality experience factors for the corresponding Home Life Traditional business, adjusted to reflect the overall level of observed experience for the Home Life UL block, were used in the AC calculations. Each model cell used the appropriate duration and attained age mortality rate from the particular calendar year to calculate a cost of insurance on the net amount at risk. Commissions: Historic commission scales were used. These scales were adjusted to reflect agent termination experience. Page 26 of 55 Actuarial Contribution Memorandum 136 Exhibit D to the Plan of Reorganization Expenses: Unit expense factors were based on historic expense studies and the amount of expenses covered by those assumptions was determined. The unit factors were adjusted by a constant scaling factor for each calendar year so that, when the adjusted unit expenses were multiplied by the appropriate base, 100% of actual expenses, as reported in the annual statement, were covered. Cost of Insurance and Credited Interest Rates: Actual historic cost of insurance and credited rates were used for each model cell. Miscellaneous Gains: Gains (or losses) associated with Waiver of Premium riders were calculated in aggregate and spread among all Vista policies in force. (Vista is the only product with a significant incidence of this rider.) Gains (or losses) associated with risk reinsurance programs were calculated in aggregate and spread among all policies in force. Other sources of gain (or loss) were considered to be immaterial and were excluded from the AC calculations. 4.4.4 Experience Factors (Prospective Calculations) Gross Premiums: Prospective gross premiums were developed assuming a continuation of the premium patterns used in the historic calculations. In essence, gross premiums for the prospective period start at the current level and reduce in future years based on the appropriate premium persistency assumptions. Death Claims: Prospective mortality experience factors were based on the corresponding factors for Home Life Traditional business, adjusted to reflect the overall level of observed experience for Home Life UL. Commissions: Commission rates in effect at the start of the prospective period were used. These rates were adjusted to reflect agent termination experience. Expenses: Unit expense factors were based on the experience of the Company for the period 1997 through 1999. An allowance for future inflation was included. Cost of Insurance and Credited Interest Rates: Current cost of insurance rates were assumed to continue without change. Credited interest rates reflect the interest spreads the Company has been able to achieve recently. Interest spreads were assumed to grade from current levels to an ultimate (or target) level. Page 27 of 55 Actuarial Contribution Memorandum 137 Exhibit D to the Plan of Reorganization Lapse Rates: Lapse rates were established based on the most recent cash flow testing analysis prepared by the Company. Miscellaneous Gains: Projected gains (or losses) associated with Waiver of Premium riders were calculated in aggregate and spread among all Vista policies in force. Projected gains (or losses) associated with risk reinsurance programs were calculated in aggregate and spread among all policies in force. Other sources of gain (or loss) were considered to be immaterial and were excluded from the AC calculations. 4.5 HOME LIFE - WHOLESALE TERM 4.5.1 Description of Business This block consists of term insurance policies sold between 1966 and 1982. Since 1993, this block has been 100% reinsured to a third party under an indemnity reinsurance agreement. 4.5.2 Data and Methodology Historic contributions to surplus were calculated for the period from policy issue through July 1, 1993. Contributions to surplus were zero for the remainder of the historic period and the prospective period because of the reinsurance agreement noted above. Historic ACs were calculated by accumulating the cumulative contribution to surplus as of July 1, 1993 to December 31, 1999. Prospective ACs were set to zero. Historic income statements were available for this block for the period 1985 through 1993. The statements were used to develop the average pre-tax gain from operations over this period, expressed as a percentage of the average face amount in force. For each issue year, an historic AC factor was determined using the pre-tax gain factor described above, the tax rates applicable in each year and assumed investment return rates on surplus. For each policy, the AC was calculated by applying the appropriate issue year-specific historic AC factor to the policy face amount. Page 28 of 55 Actuarial Contribution Memorandum 138 Exhibit D to the Plan of Reorganization 4.6 CLIC - UNIVERSAL LIFE 4.6.1 Description of Business The CLIC Universal Life block consists of policies acquired by Phoenix Home Life from Confederation Life on December 31, 1997. At the time of acquisition, the policies that had been dividend-paying were restructured as Interest Sensitive Whole Life ("ISWL") policies. Other policies such as Excess Interest Whole Life ("EIWL") policies and flexible premium Universal Life ("UL") policies stayed in their original form. 4.6.2 Methodology ACs were calculated for model cells defined by combinations of representative plans, issue ages, issue years, premium-paying status and other characteristics. Minor plans were mapped into major plans with similar characteristics. Separate model cells were developed for paid-up addition balances that remain from the original, traditional policies. The flexible premium UL policies are not eligible to receive a VES, hence ACs were not calculated for these plans. The sum of each model cell's historic and prospective AC as of the Statement Date was divided by the model cell's Policy Index as of the Statement Date to calculate that cell's AC factor. The Policy Index for this business was face amount. Each eligible policy's AC was then determined from its actual in-force amount as of the Statement Date and the AC factor for the appropriate model cell. These factors were interpolated and extrapolated (subject to limits where appropriate, after which the same factor was used without further extrapolation) to establish factors for all existing issue year/issue age combinations. 4.6.3 Experience Factors (Historic Calculations) Gross Premiums: The VES-eligible CLIC UL business is fixed premium with a current experience paid-up option. For paid-up policies, it was assumed that the policies were already paid-up at the time of Phoenix Home Life's acquisition of the CLIC business (December 31, 1997). Therefore, premium payments for paid-up policies were not reflected in the historic AC calculations. For premium-paying policies, premiums paid in 1998 and 1999 were assumed to equal the current in-force premium amounts. Page 29 of 55 Actuarial Contribution Memorandum 139 Exhibit D to the Plan of Reorganization Death Claims: Mortality experience factors equal to those used for CLIC Traditional business were used in the AC calculations. Each model cell used the appropriate duration and attained age mortality rate from the particular calendar year to calculate a cost of insurance on the net amount at risk. Commissions: Historic commission scales were used. It was assumed that the commissions were vested; therefore, an adjustment for agent termination experience was not required. Expenses: The same unit expense factors as were used for Phoenix Traditional business were used in the historic AC calculations for CLIC UL. Cost of Insurance and Credited Interest Rates: Actual historic cost of insurance and credited rates were used for each model cell. Reinsurance: Gains (or losses) associated with reinsurance agreements that affect this business were reflected in the AC calculations. Miscellaneous Gains: Other sources of gain (or loss) were considered to be immaterial and were excluded from the AC calculations. 4.6.4 Experience Factors (Prospective Calculations) Gross Premiums: No future premiums were assumed for paid-up policies. For premium-paying policies, premiums were assumed to continue at the current levels. Death Claims: Mortality experience factors equal to those used for CLIC Traditional were used in the AC calculations. Commissions: Commission rates in effect at the start of the prospective period were used. It was assumed that the commissions were vested; therefore, an adjustment for agent termination experience was not required. Expenses: The same unit expense factors as were used for Phoenix Traditional business were used in the historic AC calculations for CLIC UL. Page 30 of 55 Actuarial Contribution Memorandum 140 Exhibit D to the Plan of Reorganization Cost of Insurance and Credited Interest Rates: Current cost of insurance rates were assumed to continue without change. Credited interest rates reflect the interest spreads the Company has been able to achieve recently. Interest spreads were assumed to grade from current levels to an ultimate (or target) level. Lapse Rates: Lapse rates were established based on recent experience for this business and the Company's expectations regarding future lapse experience. Reinsurance: Projected gains (or losses) associated with reinsurance agreements that affect this business were reflected in the AC calculations. Miscellaneous Gains: Other sources of gain (or loss) were considered to be immaterial and were excluded from the AC calculations. 4.7 CLIC -- RETIREMENT INCOME 4.7.1 Description of Business The CLIC Retirement Income block consists of policies acquired by Phoenix Home Life from Confederation Life on December 31, 1997. Dividends have been credited to these contracts as excess interest. The current dividend scale for these policies will not be reduced unless prior approval by the New York State Insurance Department is received. 4.7.2 Methodology The purchase price allocated to this block was combined with the after-tax operating gains for 1998 and 1999 to determine the aggregate historical contribution to surplus. The result is a significant loss. For a number of reasons, there is no realistic prospect that this loss will be recouped in the future; (1) the remaining in force periods of these policies are relatively short, which limits the period over which any future profits could be generated; (2) the current dividend scale, which is assumed to continue into the future, does not generate a significant profit margin for the Company; and (3) higher than expected surrenders occurred in 1999 leaving fewer than expected policies to generate future profits. Given this, ACs were not calculated for this business. Page 31 of 55 Actuarial Contribution Memorandum 141 Exhibit D to the Plan of Reorganization 5. INDIVIDUAL ANNUITIES 5.1 PHOENIX -- INDIVIDUAL DEFERRED ANNUITIES 5.1.1 Description of Business The Phoenix individual deferred annuity business consists of single, fixed and flexible premium annuities sold by Phoenix Mutual and Phoenix Home Life since the late 1940s. The earliest versions of these products paid annual dividends. Later products were designed to emphasize crediting of interest in excess of contractual guarantees and have not received dividends. The products addressed by this section (Section 5.1) do not include variable annuities. Variable annuity contracts are addressed in Section 5.5. This block also includes a small number of single premium deferred annuity contracts sold under an arrangement between Phoenix Home Life and American Guardian, whereby 80% of the business was reinsured to American Guardian. These contracts were sold from 1995 to 1999. 5.1.2 Methodology ACs were calculated for model cells defined by combinations of representative plans and issue years. Minor plans were mapped into major plans with similar characteristics. Historic and prospective projections of statutory contributions to surplus were developed using the assumptions outlined below. Historic surplus contributions were accumulated with interest to the Statement Date and prospective surplus contributions were discounted to the same date. The sum of each model cell's historic and prospective AC as of the Statement Date was divided by the model cell's Policy Index as of the Statement Date to calculate that cell's AC factor. The Policy Index for this business was either the statutory policy reserve or the account value depending on the plan. Each eligible contract's AC was then determined from its actual in-force amount as of the Statement Date and the AC factor for the appropriate model cell. These factors were interpolated and extrapolated (subject to limits where appropriate, after which the same factor was used without further extrapolation) to establish factors for all existing issue years. Page 32 of 55 Actuarial Contribution Memorandum 142 Exhibit D to the Plan of Reorganization 5.1.3 Experience Factors (Historic Calculations) Account Values/Deposits: For flexible and single premium annuities, actual Statement Date account values or statutory reserves were used to estimate historic account values and deposits for each model cell using experience assumptions derived from actual data, including interest crediting rates, contract charges, premium persistency and partial surrenders. Reserves/Premiums/Dividends: For fixed premium annuities, historical unit values (premiums, reserves and dividends) were used for each model cell. Interest Spreads: For flexible and single premium annuities, historic interest spreads in any calendar year reflect the difference between the applicable historic investment return rate for each model cell (as described in Section 2.2) and the corresponding interest crediting rate. Commissions: Historic commission scales were used. These scales were adjusted to reflect agent termination experience. Expenses: Unit expense factors were based on historic expense studies and the amount of expenses covered by those assumptions was determined. The unit factors were adjusted by a constant scaling factor for each calendar year so that, when the adjusted unit expenses were multiplied by the appropriate base, 100% of actual expenses, as reported in the annual statement, were covered. 5.1.4 Experience Factors (Prospective Calculations) Account Values/Deposits: For flexible and single premium annuities, projected account values reflect the investment return assumptions described in Section 2.2. Where appropriate, future deposits and partial surrenders were reflected in the calculations. Dividends: For fixed premium annuities, a continuation of the current dividend scale was assumed. Interest Spreads: For flexible and single premium annuities, interest spreads reflect the rates the Company has been able to achieve recently. Interest spreads were assumed to grade from current levels to an ultimate (or target) level. Page 33 of 55 Actuarial Contribution Memorandum 143 Exhibit D to the Plan of Reorganization Commissions: Commission rates in effect at the start of the prospective period were used. These rates were adjusted to reflect agent termination experience. Expenses: Unit expense factors were based on the experience of the Company for the period 1997 through 1999. An allowance for future inflation was included. Lapse Rates: Lapse rates were based on actual recent experience for this business. 5.2 PHOENIX -- INDIVIDUAL PAYOUT ANNUITIES 5.2.1 Description of Business This block consists of life contingent payout annuities issued by Phoenix Mutual and Phoenix Home Life. 5.2.2 Methodology ACs were calculated for model cells defined by combinations of benefit types, issue years and issue ages. Historic and prospective projections of statutory contributions to surplus were developed using a statutory gains approach and employing the assumptions outlined below. Historic surplus contributions were accumulated with interest to the Statement Date and prospective surplus contributions were discounted to the same date. The sum of each model cell's historic and prospective AC as of the Statement Date was divided by the model cell's Policy Index as of the Statement Date to calculate that cell's AC factor. The Policy Index used for this block was statutory policy reserve. Each eligible policy's AC was then determined from its actual in force amount as of the Statement Date and the AC factor for the appropriate model cell. These factors were interpolated and extrapolated (subject to limits where appropriate, after which the same factor was used without further extrapolation) to establish factors for all existing issue year/issue age combinations. 5.2.3 Experience Factors (Historic Calculations) The statutory gains approach involved determining statutory gain factors for each calendar year by expressing the actual statutory gain in each year as a percentage of the corresponding in-force reserve balance. For each model cell, surplus contributions were calculated by applying the appropriate gain factor to the model cell's average reserve balance for the calendar year. Page 34 of 55 Actuarial Contribution Memorandum 144 Exhibit D to the Plan of Reorganization 5.2.4 Experience Factors (Prospective Calculations) For each model cell, the surplus contribution in a given calendar year was calculated by applying a gain factor to the model cell's projected average reserve balance for the calendar year. The gain factors used for this purpose equal the average of the factors for the period 1997 through 1999. 5.3 HOME LIFE -- INDIVIDUAL DEFERRED ANNUITIES 5.3.1 Description of Business The Home Life individual deferred annuity business consists of single, fixed and flexible premium annuities sold by Home Life, mainly between 1982 and 1992. A small number of contracts were sold prior to 1982. These earlier products paid annual dividends. Later products were designed to emphasize crediting of interest in excess of contractual guarantees and have not received dividends. The products addressed by this section (Section 5.3) do not contain separate account provisions. Contracts that contain separate account provisions are addressed in Section 5.5 Some of the contracts described in this section were issued on a group basis with group certificates, rather than individual contracts, issued to the purchasers or other owners. Since the product features for these group versions are virtually identical to the product features for their individual counterparts, these products are discussed in this section. References in this section to "individual" deferred annuity contracts are intended to include the group certificates. 5.3.2 Methodology With the exception of the small number of dividend-paying contracts, ACs were calculated for model cells defined by combinations of representative plans and issue years. Minor plans were mapped into major plans with similar characteristics. The sum of each model cell's historic and prospective AC as of the Statement Date was divided by the model cell's Policy Index as of the Statement Date to calculate that cell's AC factor. The Policy Index for this business was either the statutory policy reserve or the account value depending on the plan. Each eligible contract's AC was then determined from its actual in-force amount as of the Statement Date and the AC factor for the appropriate model cell. These factors were interpolated and extrapolated (subject to limits where appropriate, after which the same factor was used without further extrapolation) to establish factors for all existing issue years. Page 35 of 55 Actuarial Contribution Memorandum 145 Exhibit D to the Plan of Reorganization The dividend-paying contracts issued by Home Life are very similar to the dividend-paying individual annuity contracts issued by Phoenix Mutual. AC factors for the Home Life dividend-paying contracts were based on the factors developed for the Phoenix Mutual dividend-paying contracts. 5.3.3 Experience Factors (Historic Calculations) Account Values/Deposits: Actual Statement Date account values or statutory reserves were used to estimate historic account values and deposits for each model cell using experience assumptions derived from actual data, including interest crediting rates, contract charges, premium persistency and partial surrenders. Interest Spreads: Historic interest spreads in any calendar year reflect the difference between the applicable historic investment return rate for each model cell (as described in Section 2.2) and the corresponding interest crediting rate. Commissions: Historic commission scales were used. These scales were adjusted to reflect agent termination experience. Expenses: Unit expense factors were based on historic expense studies and the amount of expenses covered by those assumptions was determined. The unit factors were adjusted by a constant scaling factor for each calendar year so that, when the adjusted unit expenses were multiplied by the appropriate base, 100% of actual expenses, as reported in the annual statement, were covered. 5.3.4 Experience Factors (Prospective Calculations) Account Values/Deposits: Projected account values reflect the investment return assumptions described in Section 2.2. Where appropriate, future deposits and partial surrenders were reflected in the calculations. Interest Spreads: Interest spreads reflect the rates the Company has been able to achieve recently. Interest spreads were assumed to grade from current levels to an ultimate (or target) level. Commissions: Commission rates in effect at the start of the prospective period were used. These rates were adjusted to reflect agent termination experience. Expenses: Unit expense factors were based on the experience of the Company for the period 1997 through 1999. An allowance for future inflation was included. Page 36 of 55 Actuarial Contribution Memorandum 146 Exhibit D to the Plan of Reorganization Lapse Rates: Lapse rates were based on actual recent experience for this business. 5.4 HOME LIFE -- INDIVIDUAL PAYOUT ANNUITIES 5.4.1 Description of Business This block consists of life contingent payout annuities issued by Home Life. 5.4.2 Methodology ACs were calculated for model cells defined by combinations of benefit types, issue years and issue ages. Historic and prospective projections of statutory contributions to surplus were developed using a statutory gains approach and employing the assumptions outlined below. Historic surplus contributions were accumulated with interest to the Statement Date and prospective surplus contributions were discounted to the same date. The sum of each model cell's historic and prospective AC as of the Statement Date was divided by the model cell's Policy Index as of the Statement Date to calculate that cell's AC factor. The Policy Index used for this block was statutory policy reserve. Each eligible policy's AC was then determined from its actual in force amount as of the Statement Date and the AC factor for the appropriate model cell. These factors were interpolated and extrapolated (subject to limits where appropriate, after which the same factor was used without further extrapolation) to establish factors for all existing issue year/issue age combinations. 5.4.3 Experience Factors (Historic Calculations) The statutory gains approach involved determining statutory gain factors for each calendar year by expressing the actual statutory gain in each year as a percentage of the corresponding in-force reserve balance. For each model cell, surplus contributions were calculated by applying the appropriate gain factor to the model cell's average reserve balance for the calendar year. 5.4.4 Experience Factors (Prospective Calculations) For each model cell, the surplus contribution in a given calendar year was calculated by applying a gain factor to the model cell's projected average reserve balance for the calendar year. The gain factors used for this purpose equal the average of the factors for the period 1997 through 1999. Page 37 of 55 Actuarial Contribution Memorandum 147 Exhibit D to the Plan of Reorganization 5.5 VARIABLE ANNUITIES 5.5.1 Description of Business This block consists of individual, flexible premium variable annuity contracts issued predominantly by Phoenix Mutual Life and Phoenix Home Life. The block also includes a relatively small number of contracts issued by Home Life. The products include both fixed and separate account funds. 5.5.2 Methodology ACs were calculated for model cells defined by combinations of representative plans, issue years and issue ages. Minor plans were mapped into major plans with similar characteristics. Historic and prospective projections of statutory contributions to surplus were developed using the assumptions outlined below. Historic surplus contributions were accumulated with interest to the Statement Date and prospective surplus contributions were discounted to the same date. The sum of each model cell's historic and prospective AC as of the Statement Date was divided by the model cell's Policy Index as of the Statement Date to calculate that cell's AC factor. The Policy Index used for this business was account value. Each eligible contract's AC was then determined from its actual in-force amount as of the Statement Date and the AC factor for the appropriate model cell. These factors were interpolated and extrapolated (subject to limits where appropriate, after which the same factor was used without further extrapolation) to establish factors for all existing issue years. 5.5.3 Experience Factors (Historic Calculations) Account Values/Deposits: Actual Statement Date account values were used to estimate historic account values and deposits for each model cell using experience assumptions derived from actual data, including interest crediting rates, separate account returns, contract charges, premium persistency and partial surrenders. Interest Spreads: Historic interest spreads in any calendar year reflect the difference between the applicable historic investment return rate for each model cell (as described in Section 2.2) and the corresponding interest crediting rate. Contract Charges and Separate Account Returns: Actual historic contract charges and separate account returns were used for each model cell. The rates used reflect the average returns of the various separate account funds. Page 38 of 55 Actuarial Contribution Memorandum 148 Exhibit D to the Plan of Reorganization Commissions: Historic commission scales were used. Expenses: Unit expense factors were based on historic expense studies and the amount of expenses covered by those assumptions was determined. The unit factors were adjusted by a constant scaling factor for each calendar year so that, when the adjusted unit expenses were multiplied by the appropriate base, 100% of actual expenses, as reported in the annual statement, were covered. Reinsurance: Costs associated with the reinsurance of guaranteed minimum death benefit risks were reflected in the calculations. 5.5.4 Experience Factors (Prospective Calculations) Account Values/Deposits: For fixed account funds, projected account values reflect the investment return assumptions described in Section 2.2. Where appropriate, future deposits and partial surrenders were reflected in the calculations. Contract Charges and Separate Account Returns: Current contract charges were assumed to continue without change. Separate account return rates were based on the assumptions used by the Company in its most recent cash flow testing work. Where appropriate, future deposits and partial surrenders were reflected in the calculations. Interest Spreads: Interest spreads reflect the rates the Company has been able to achieve recently. Interest spreads were assumed to grade from current levels to an ultimate (or target) level. Commissions: Commission rates in effect at the start of the prospective period were used. Expenses: Unit expense factors were based on the experience of the Company for the period 1997 through 1999. An allowance for future inflation was included. Reinsurance: Projected costs associated with the reinsurance of guaranteed minimum death benefit risks were reflected in the calculations. Lapse Rates: Lapse rates were based on GAAP assumptions, modified to reflect recent experience for this business. Page 39 of 55 Actuarial Contribution Memorandum 149 Exhibit D to the Plan of Reorganization 6. SUPPLEMENTARY CONTRACTS 6.1 PHOENIX -- SUPPLEMENTARY CONTRACTS 6.1.1 Description of Business This block consists of various supplementary contracts issued by Phoenix Mutual Life or Phoenix Home Life, both with and without life contingencies. These contracts may have originated in various LOBs within the Company. This block also includes Preferred Client Accounts ("PCA") where Phoenix Home Life has provided beneficiaries with an interest earning account for which the beneficiaries can write checks for policy proceeds. 6.1.2 Methodology ACs were calculated for model cells defined by combinations of contract types, benefit types, issue years and issue ages. Historic and prospective projections of statutory contributions to surplus were developed using a statutory gains approach and employing the assumptions outlined below. Historic surplus contributions were accumulated with interest to the Statement Date and prospective surplus contributions were discounted to the same date. The sum of each model cell's historic and prospective AC as of the Statement Date was divided by the model cell's Policy Index as of the Statement Date to calculate that cell's AC factor. The Policy Index used for this block was statutory policy reserve. Each eligible policy's AC was then determined from its actual in force amount as of the Statement Date and the AC factor for the appropriate model cell. These factors were interpolated and extrapolated (subject to limits where appropriate, after which the same factor was used without further extrapolation) to establish factors for all existing issue year/issue age combinations. For most supplementary contracts, historic ACs were based on contributions to surplus over the period beginning on the issue date of the supplementary contract and ending on the Statement Date. In some cases, the Company considers the supplementary contract to be a continuation of the original contract, rather than a separate contract. In such cases, an adjustment was made to the historic AC to reflect estimated contributions to surplus over the period beginning on the issue date of the original contract and ending on the date that the policy was deemed to have become a supplementary contract. Page 40 of 55 Actuarial Contribution Memorandum 150 Exhibit D to the Plan of Reorganization 6.1.3 Experience Factors (Historic Calculations) The statutory gains approach involved determining statutory gain factors for each calendar year by expressing the actual statutory gain in each year as a percentage of the corresponding in-force reserve balance. Separate sets of factors were developed for supplementary contracts with life contingencies, supplementary contracts without life contingencies and PCAs. For each model cell, surplus contributions were calculated by applying the appropriate gain factor to the model cell's average reserve balance for the calendar year. 6.1.4 Experience Factors (Prospective Calculations) For each model cell, the surplus contribution in a given calendar year was calculated by applying a gain factor to the model cell's projected average reserve balance for the calendar year. The gain factors used for this purpose equal the average of the factors for the period 1997 through 1999. 6.2 HOME LIFE -- SUPPLEMENTARY CONTRACTS 6.2.1 Description of Business This block consists of various supplementary contracts issued by Home Life, both with and without life contingencies. These contracts may have originated in various LOBs within the Company. 6.2.2 Methodology ACs were calculated for model cells defined by combinations of contract types, benefit types, issue years and issue ages. Historic and prospective projections of statutory contributions to surplus were developed using a statutory gains approach and employing the assumptions outlined below. Historic surplus contributions were accumulated with interest to the Statement Date and prospective surplus contributions were discounted to the same date. The sum of each model cell's historic and prospective AC as of the Statement Date was divided by the model cell's Policy Index as of the Statement Date to calculate that cell's AC factor. The Policy Index used for this block was statutory policy reserve. Each eligible policy's AC was then determined from its actual in force amount as of the Statement Date and the AC factor for the appropriate model cell. These factors were interpolated and extrapolated (subject to limits where appropriate, after which the same factor was used without further extrapolation) to establish factors for all existing issue year/issue age combinations. Page 41 of 55 Actuarial Contribution Memorandum 151 Exhibit D to the Plan of Reorganization For most supplementary contracts, historic ACs were based on contributions to surplus over the period beginning on the issue date of the supplementary contract and ending on the Statement Date. In some cases, the Company considers the supplementary contract to be a continuation of the original contract, rather than a separate contract. In such cases, an adjustment was made to the historic AC to reflect estimated contributions to surplus over the period beginning on the issue date of the original contract and ending on the date that the policy was deemed to have become a supplementary contract. 6.2.3 Experience Factors (Historic Calculations) The statutory gains approach involved determining statutory gain factors for each calendar year by expressing the actual statutory gain in each year as a percentage of the corresponding in-force reserve balance. Separate sets of factors were developed for supplementary contracts with life contingencies and supplementary contracts without life contingencies. For each model cell, surplus contributions were calculated by applying the appropriate gain factor to the model cell's average reserve balance for the calendar year. 6.2.4 Experience Factors (Prospective Calculations) For each model cell, the surplus contribution in a given calendar year was calculated by applying a gain factor to the model cell's projected average reserve balance for the calendar year. The gain factors used for this purpose equal the average of the factors for the period 1997 through 1999. Page 42 of 55 Actuarial Contribution Memorandum 152 Exhibit D to the Plan of Reorganization 7. GROUP ANNUITIES AND RELATED PLANS 7.1 GROUP PAYOUT ANNUITIES 7.1.1 Description of Business This block consists of payout annuities issued under group contracts written by Phoenix Mutual Life, Home Life, and Phoenix Home Life. 7.1.2 Methodology ACs were calculated for model cells defined by combinations of benefit types, issue years and issue ages. Historic and prospective projections of statutory contributions to surplus were developed using a statutory gains approach and employing the assumptions outlined below. Historic surplus contributions were accumulated with interest to the Statement Date and prospective surplus contributions were discounted to the same date. The sum of each model cell's historic and prospective AC as of the Statement Date was divided by the model cell's Policy Index as of the Statement Date to calculate that cell's AC factor. The Policy Index used for this block was statutory policy reserve. Each eligible policy's AC was then determined from its actual in force amount as of the Statement Date and the AC factor for the appropriate model cell. These factors were interpolated and extrapolated (subject to limits where appropriate, after which the same factor was used without further extrapolation) to establish factors for all existing issue year/issue age combinations. 7.1.3 Experience Factors (Historic Calculations) The statutory gains approach involved determining statutory gain factors for each calendar year by expressing the actual statutory gain in each year as a percentage of the corresponding in-force reserve balance. The gain factors described above were restated to remove the impact of reserve strain. Separate reserve strain factors were developed using the reserve amounts issued in each year. For each model cell, surplus contributions were calculated by applying the appropriate gain factor (excluding reserve strain) to the model cell's average reserve balance for the calendar year. In addition, in the year of issue, the surplus contribution was adjusted by applying the appropriate reserve strain factor to the model cell's reserve at issue. Page 43 of 55 Actuarial Contribution Memorandum 153 Exhibit D to the Plan of Reorganization 7.1.4 Experience Factors (Prospective Calculations) For each model cell, the surplus contribution in a given calendar year was calculated by applying a gain factor (excluding reserve strain) to the model cell's projected average reserve balance for the calendar year. The gain factors used for this purpose equal the average of the factors for the period 1997 through 1999. 7.2 GROUP ACCUMULATION CONTRACTS 7.2.1 Description of Business This block consists of deposit administration contracts issued by Phoenix Mutual Life, Home Life and Phoenix Home Life. Withdrawals from these contracts are available to either fund current payments to participants or to purchase supplementary life annuity contracts. 7.2.2 Data and Methodology Historic and prospective ACs were calculated on a seriatim basis using the methodology outlined below. Historic Contribution: For each calendar year, an average credited interest rate was determined by dividing total credited interest (for all contracts then in force) by the average account balance for the year. Similarly, an average earned interest rate was determined for each calendar year. An interest spread for each calendar year was calculated as the difference between the average earned interest rate and the average credited interest rate. An expense rate for each calendar year was calculated using a similar approach. For each contract, an interest margin for each calendar year was determined by applying the appropriate interest spread factor to the contract's estimated average account balance. An expense margin was determined as the difference between any contract charges and the expense allowance obtained by applying the appropriate expense rate to the contract's estimated average account balance. The annual contribution to surplus was calculated as: interest margin, plus expense margin, minus allocated federal income taxes. Historic ACs were calculated by accumulating annual contributions to surplus to the Statement Date. Page 44 of 55 Actuarial Contribution Memorandum 154 Exhibit D to the Plan of Reorganization Prospective Contribution: In the prospective AC calculations, an interest spread and a crediting rate based on the average over the period 1997 through 1999 were assumed. Unit expense margins equal to the average margins during the period 1997 through 1999 were assumed. An annual persistency rate based on data for 1997 through 1999 was assumed. Given these assumptions, prospective annual contributions to surplus were determined using the same approach as was used for the historic period. Prospective ACs were calculated by discounting projected annual contributions to surplus to the Statement Date. 7.3 GROUP VARIABLE ANNUITIES 7.3.1 Description of Business This block consists of a single group variable annuity product, Group Strategic Edge, issued by Phoenix Home Life. Under some contracts, funds are allocated to individual participants. Under the remaining contracts, no such allocation occurs. 7.3.2 Methodology ACs were calculated for model cells defined by combinations of representative plans, issue years and issue ages. Minor plans were mapped into major plans with similar characteristics. Historic and prospective projections of statutory contributions to surplus were developed using the assumptions outlined below. Historic surplus contributions were accumulated with interest to the Statement Date and prospective surplus contributions were discounted to the same date. The sum of each model cell's historic and prospective AC as of the Statement Date was divided by the model cell's Policy Index as of the Statement Date to calculate that cell's AC factor. The Policy Index used for this business was account value. Each eligible contract's AC was then determined from its actual in-force amount as of the Statement Date and the AC factor for the appropriate model cell. These factors were interpolated and extrapolated (subject to limits where appropriate, after which the same factor was used without further extrapolation) to establish factors for all existing issue years. For contracts where funds are allocated to individual participants, this calculation was performed at the participant level and the results summed to determine the contract's AC. Page 45 of 55 Actuarial Contribution Memorandum 155 Exhibit D to the Plan of Reorganization 7.3.3 Experience Factors (Historic Calculations) Account Values/Deposits: Actual Statement Date account values were used to estimate historic account values and deposits for each model cell using experience assumptions derived from actual data, including interest crediting rates, separate account returns, contract charges, premium persistency and partial surrenders. Interest Spreads: Historic interest spreads in any calendar year reflect the difference between the applicable historic investment return rate for each model cell (as described in Section 2.2) and the corresponding interest crediting rate. Separate Account Contract and Charges and Returns: Actual historic contract charges and separate account returns were used for each model cell. The rates used reflect the average returns of the various separate account funds. Commissions: Historic commission scales were used. Expenses: Unit expense factors were based on the expense factors developed for individual variable annuities, adjusted to reflect the different characteristics of the products. Reinsurance: Costs associated with the reinsurance of guaranteed minimum death benefit risks were reflected in the calculations. 7.3.4 Experience Factors (Prospective Calculations) Account Values/Deposits: For fixed account funds, projected account values reflect the investment return assumptions described in Section 2.2. Where appropriate, future deposits and partial surrenders were reflected in the calculations. Separate Account Contract Charges and Returns: Current contract charges were assumed to continue without change. Separate account return rates were based on the assumptions used by the Company in its most recent cash flow testing work. Where appropriate, future deposits and partial surrenders were reflected in the calculations. Interest Spreads: Interest spreads reflect the rates the Company has been able to achieve recently. Interest spreads were assumed to grade from current levels to an ultimate (or target) level. Page 46 of 55 Actuarial Contribution Memorandum 156 Exhibit D to the Plan of Reorganization Commissions: Commission rates in effect at the start of the prospective period were used. Expenses: Unit expense factors were based on the experience of the Company for the period 1997 through 1999. An allowance for future inflation was included. Reinsurance: Projected costs associated with the reinsurance of guaranteed minimum death benefit risks were reflected in the calculations. Lapse Rates: Lapse rates were based on pricing assumptions, modified to reflect recent experience for this business. 7.4 GUARANTEED INTEREST CONTRACTS 7.4.1 Description of Business This business consists of one remaining guaranteed interest contract ("GIC") issued by Phoenix Mutual. This contract has a contractual payment pattern (both return of principal and guaranteed interest). 7.4.2 Data and Methodology Historic and prospective ACs were calculated using the methodology outlined below. Historic Contribution: For each calendar year, an average credited interest rate was determined by dividing total credited interest (for all contracts then in force) by the average account balance for the year. Similarly, an average earned interest rate was determined for each calendar year. An interest spread for each calendar year was calculated as the difference between the average earned interest rate and the average credited interest rate. An expense rate for each calendar year was calculated using a similar approach. An interest margin for each calendar year was determined by applying the appropriate interest spread factor to the contract's average account balance. An expense margin was determined as the difference between any contract charges and the expense allowance obtained by applying the appropriate expense rate to the contract's average account balance. Page 47 of 55 Actuarial Contribution Memorandum 157 Exhibit D to the Plan of Reorganization The annual contribution to surplus was calculated as: interest margin, plus expense margin, minus allocated federal income taxes. The historic AC was calculated by accumulating annual contributions to surplus to the Statement Date. Prospective Contribution: In the prospective AC calculations, an interest spread based on the average over the period 1997 through 1999 was assumed. Unit expense margins equal to the average margins during the period 1997 through 1999 were assumed. Given these assumptions, prospective annual contributions to surplus were determined using the same approach as was used for the historic period. The prospective AC was calculated by discounting projected annual contributions to surplus to the Statement Date. 7.5 POOLED SEPARATE ACCOUNTS 7.5.1 Description of Business This business consists of 39 group annuity contracts issued by Phoenix Mutual Life / Phoenix Home Life from 1981 on in connection with a pooled separate account. This Real Estate Separate Account ("RESA") invests primarily in real estate along with short-term securities and cash. The pre-tax profit (or loss) to Phoenix Home Life in any year equals the excess of management fees paid by the group annuity contractholders over expenses incurred by Phoenix Home Life on these contracts. 7.5.2 Data and Methodology Historic ACs were calculated on a seriatim basis as follows. The annual contribution to surplus was calculated as the pre-tax profit (as defined above) minus federal income taxes. Historic ACs were calculated by accumulating annual contributions to surplus to the Statement Date. Page 48 of 55 Actuarial Contribution Memorandum 158 Exhibit D to the Plan of Reorganization Both the investment management and administration of these contracts were transferred to Henderson Investors with effect from April 1, 1999. All management fees and expenses incurred after this date accrue to Henderson Investors rather than Phoenix Home Life. No prospective ACs were calculated because these contracts will not contribute to Phoenix Home Life's surplus in the future. The historic AC as of the Statement Date became the AC for each group annuity contract in the Pooled Separate Account. Page 49 of 55 Actuarial Contribution Memorandum 159 Exhibit D to the Plan of Reorganization 8. GROUP LIFE AND HEALTH 8.1 PHOENIX -- GROUP LIFE AND HEALTH 8.1.1 Description of Business Phoenix Home Life's group life and health business consists of two distinct blocks of policies: - Policies issued to Multiple Employer Trusts ("METs"), with the individual contracts issued to small employers. - Policies issued directly to employers ("Regular groups"). A large majority of the business consists of MET policies. Regular group business was issued in those circumstances where the benefit structure for the proposed policy or the industrial classification of the specific employer did not meet the standards for an existing MET. In general, Phoenix Home Life emphasized the small group marketplace, insuring employers with generally fewer than 300 lives, with the vast majority of policies 50 lives and under. Although there were (and are) a handful of dividend-paying policies, most policies were pooled for experience rating purposes or had a limited reflection of the policy's own prior claims experience in determining prospective rating. Beginning in 1991, Phoenix Home Life reinsured, on an indemnity basis, its existing group life and health business to a wholly-owned subsidiary, Phoenix American Life ("PAL"), as well as any new group life and health policies written by Phoenix Home Life. Although many of the subsequent new policies were written directly by PAL, rating and renewal management were combined for Phoenix Home Life and PAL blocks. In particular, the development of historic and prospective experience factors used in the AC calculations described below used aggregated Phoenix Home Life and PAL financial results. Effective April 1, 2000, Phoenix Home Life sold its group life and health business to GE Financial Assurance Holdings, Inc. The group policies provide some (or all) of the following coverages: life insurance, accidental death and dismemberment ("AD&D"), fully insured medical, stop loss medical, short-term disability ("STD"), long-term disability ("LTD"), and dental. Page 50 of 55 Actuarial Contribution Memorandum 160 Exhibit D to the Plan of Reorganization In addition there are approximately 100 in-force PHL individual policies issued for medical conversions. Separate internal reports show substantial losses for this class of policies, therefore no ACs have been calculated for the conversion policies. 8.1.2 Data and Methodology Historic and prospective ACs were calculated using the methodology outlined below. Historic Contribution: Phoenix American Life records provided billed premium by group and coverage for 1995 to 1999. For groups effective prior to 1995, historic premium was estimated from 1995 back to the group's effective date, by extrapolating the annualized 1995 premium discounted by an annual premium trend factor. These trend factors varied by year and by coverage. Profitability information was available as follows: - For each calendar year 1984 through 1999, (pre-tax) operating gains, by coverage, before interest on surplus and capital gains, were determined from internal records. For each coverage and each year, profitability factors were developed as a percentage of total coverage premium. - For calendar year 1966 through 1983, coverage-specific detail was not available, so information was developed from the NAIC Annual Statement for all of the (accident and) health coverages combined and for group life. This information was used to determine (pre-tax) operating gains, before interest on surplus and capital gains. For each year, and separately for group life and group health, profitability factors were developed as a percentage of premium. - For 1965 and earlier, the life and health factors were those calculated from the total results for years 1966 - 1983. These profitability factors were multiplied, for each calendar year, by the corresponding coverage premium for each policy. The results represent calendar year estimated pre-tax book profits for each policy and coverage. These pre-tax book profits were tax-effected to produce the annual contribution to surplus for each coverage for each year. For the three dividend-eligible policies, the policy-specific annual risk charges constitute the pre-tax contribution to surplus. Page 51 of 55 Actuarial Contribution Memorandum 161 Exhibit D to the Plan of Reorganization The contribution to surplus for a policy in a given calendar year is the sum over all coverages of the after-tax book profits in that calendar year. The historic AC for each policy was calculated by accumulating calendar year contributions to surplus to the Statement Date. Prospective Contribution: Prospective contributions to surplus were calculated only through 2019 (20 calendar years). Group profits occurring subsequently were considered speculative. The prospective contribution to surplus has two components 1) profits related to future premiums, and 2) profits related to the release of reserve redundancy at the Statement Date. Projected contributions to surplus related to future premiums were developed at the group and coverage level as a product of: (a) the projected premium for each coverage (b) the coverage pre-tax book profit factor (c) (1 - projected federal income tax factor). Group premiums for each coverage are projected using trend factors, which vary by coverage. The coverage pre-tax book profit factors are the average for 1995-1999. The factors for insured medical and stop-loss grade from the average factor to 3% in 2004. The factors for all other products remain constant. For the three dividend-eligible policies, the estimated annual risk charge as a percentage of premium was used as the profitability factor. The prospective contribution to surplus includes a provision for the estimated reserve redundancy as of the Statement Date. The total reserve redundancy was prorated by claim reserves to determine the amount due to active PHL policies (versus PAL policies and cancelled PHL policies). This portion of the reserve redundancy was allocated among in-force PHL policies based on each policy's estimated cumulative historic premium. This was done separately for life, LTD, and all other coverages combined. Page 52 of 55 Actuarial Contribution Memorandum 162 Exhibit D to the Plan of Reorganization The prospective AC for each policy was calculated by discounting projected contributions to surplus to the Statement Date and adding the allocated portion of the reserve redundancy. 8.2 ASSOCIATION LIFE AND ACCIDENT 8.2.1 Description of Business The Phoenix Association Life and Accident business was sold through sponsoring associations. The association was the policyholder; the insured members were certificateholders. If the association cancelled, its insureds remained in force on a direct-billed basis. There are currently 1100 individual insureds and seven group policyholders, including one dividend-eligible policyholder. There are three lines of business: Association Life (group term life), Extra Protector (level-premium decreasing term life), and Direct Response (return of premium group life and AD&D). 8.2.2 Data and Methodology The Phoenix Extra Protector business has experienced significant historic losses. There is no realistic prospect that cumulative historic losses will be recouped in the future. Given this, AC were not calculated for this business. Historic and prospective ACs for the remaining Association business were calculated using the methodology outlined below. Historic Contribution: Profit factors as a percentage of premiums were developed for each of the two lines of business separately. Pre-tax profits for each available year were divided by the premiums for that year. The pre-tax profits were adjusted by removing the operating statement's allocated net investment income and replacing it with estimated net investment income on reserves and assumed cash flow. In addition, for Direct Response, the impact of "start-up expenses that occurred in 1988 and 1989 was spread among all policies in this line of business. For years prior to 1979, the pre-tax profit factor was assumed to be the average of those for 1979-1983. Issue dates and annualized calendar year 2000 premiums for in force Association policyholders (including the individually billed insureds) were available from administrative records. Historic Association Life premiums were estimated using a trend factor. Extra Protector and Direct Response are level premium policies, so historic annual premiums were assumed to equal the year 2000 premium. Applying the appropriate pre-tax profit factor to the premiums produces each year's book profits. The book profits were tax-effected using the PHL historical marginal federal income tax rates to produce the annual contribution to surplus. Page 53 of 55 Actuarial Contribution Memorandum 163 Exhibit D to the Plan of Reorganization The historic AC was calculated by accumulating annual contributions to surplus to the Statement Date. Prospective Contribution: Prospective contributions were calculated for the expected life of the policies, subject to the same 20-year maximum as Group Life and Health policies. In the prospective AC calculations, the average pre-tax profit factor for years 1995-1999 was assumed to apply. For Association Life, premiums were projected assuming the same trend factor as was used in the historic calculations, adjusted for persistency and mortality (for individually billed insureds). The level-premium policies are adjusted for persistency and mortality only (for individually billed insureds). Given these assumptions, prospective annual contributions to surplus were determined using the same approach as was used for the historic period. The prospective AC was calculated by discounting projected annual contributions to surplus to the Statement Date. Page 54 of 55 Actuarial Contribution Memorandum 164 Exhibit D to the Plan of Reorganization 9. INDIVIDUAL ACCIDENT AND HEALTH 9.1 PHOENIX -- INDIVIDUAL ACCIDENT AND HEALTH The Phoenix individual accident and health business consists of a small number of disability income and major medical policies. Historically, losses on this business have been significant. There is no realistic prospect that cumulative historic losses will be recouped in the future. Given this, ACs were not calculated for this business. 9.2 HOME LIFE -- INDIVIDUAL ACCIDENT AND HEALTH 9.2.1 Description of Business The Home Life individual accident and health business consists of policies issued during the 1980s under an arrangement with Union Central Life ("Union Central"). The policies were written on Home Life paper, but based on the structure of Union Central's products. Every policy is 100% coinsured to Union Central on an indemnity reinsurance basis and Union Central administers the business. The pre-tax profit (or loss) to Phoenix Home Life in any year equals the excess of reinsurance allowances paid by Union Central over commissions and expenses incurred by Phoenix Home Life. 9.2.2 Data and Methodology Historical income statements were used to determine after-tax operating gains for each calendar year. These amounts were expressed as a percentage of in-force premium. An average factor for the first ten years of the arrangement was used in order to smooth the impact of large losses in the early years of the arrangement. The factors described above were used to determine accumulated contributions to surplus per unit of in-force premium, for each issue year. These amounts are the historic AC factors. Prospective AC factors were determined assuming that the ratio of future operating gains to premiums equals the average of the ratio for 1997 through 1999. Appropriate persistency assumptions were utilized in the prospective calculations. Each eligible policy's AC was then determined from its in-force premium as of the Statement Date and the sum of the historic and prospective AC factors for the appropriate issue year. Page 55 of 55 Actuarial Contribution Memorandum 165 Exhibit E to the Plan of Reorganization AMENDED AND RESTATED CHARTER PHOENIX LIFE INSURANCE COMPANY CORPORATE NAME ARTICLE I. The name of the Corporation shall hereafter be "Phoenix Life Insurance Company". The Corporation shall be a continuation of the corporate existence of Phoenix Home Life Mutual Insurance Company, which, simultaneously with the adoption of these bylaws, converted from a mutual life insurance company to a stock insurance company pursuant to Section 7312 of the Insurance Law of the State of New York. All references herein to the Insurance Law of the State of New York shall, to the extent applicable, be deemed to include any regulations promulgated thereunder. PRINCIPAL OFFICE ARTICLE II. The Corporation shall have a principal office in the County of Rensselaer in the State of New York. MEETINGS OF THE SHAREHOLDERS ARTICLE III. The Annual Meeting of the shareholders of the Company for the transaction of such business as the Board of Directors shall from time to time prescribe, shall be held on the third Monday of April or within sixty (60) days thereafter, as the Board of Directors may determine, either within or without the State of New York, as may be fixed from time to time by resolution of the Board of Directors and set forth in the notice or waiver of notice of the meeting. If the Board of Directors determines that the Annual Meeting shall be held on a date other than the third Monday of April, it shall notify the Superintendent of Insurance of the State of New York of the date of the Annual Meeting at least 60 days prior to the meeting. Special meetings of shareholders may be called at any time at the direction of the Chairperson or, in the event of his or her absence or disability, the Vice Chairperson or, in the event of his or her absence or disability, the Chief Executive Officer and shall be called at any time in accordance with the vote of the Directors, or at the written request of any three (3) of them. Page 1 of 4 Phoenix Life Insurance Company Amended and Restated Charter 166 Exhibit E to the Plan of Reorganization BUSINESS OF THE CORPORATION ARTICLE IV. The business of the Corporation and the kinds of insurance to be undertaken by it are: (1) "life insurance" meaning every insurance upon the lives of human beings, and every insurance appertaining thereto, including the granting of endowment benefits, additional benefits in the event of death by accident, additional benefits to safeguard the contract from lapse, accelerated payments of part or all of the death benefit or a special surrender value upon diagnosis (a) of terminal illness defined as a life expectancy of twelve months or less, or (b) of a medical condition requiring extraordinary medical care or treatment regardless of life expectancy, or upon (c) certification by a licensed health care practitioner of any condition which requires continuous care for the remainder of the insured's life in an eligible facility or at home when the insured is chronically ill as defined by Section 7702(B) of the Internal Revenue Code and regulations thereunder, provided the accelerated payments qualify under Section 101(g)(3) of the Internal Revenue Code and all other applicable sections of federal law in order to maintain favorable tax treatment or provide a special surrender value, upon total and permanent disability of the insured, and optional modes of settlement of proceeds. "Life insurance" also includes additional benefits to safeguard the contract against lapse in the event of unemployment of the insured. Amounts paid the insurer for life insurance and proceeds applied under optional modes of settlement or under dividend options may be allocated by the insurer to one or more separate accounts pursuant to Section 4240 of the Insurance Law; (2) "annuities" meaning all agreements to make periodical payments for a period certain or where the making or continuance of all or some of a series of such payments, or the amount of any such payment, depending upon the continuance of human life, except payments made under the authority of paragraph one hereof. Amounts paid to the insurer to provide annuities and proceeds applied under optional modes of settlement or under dividend options may be allocated by the insurer to one or more separate accounts pursuant to Section 4240 of the Insurance Law; and (3) "accidental and health insurance" meaning (a) insurance against death or personal injury by accident or by any specified kind or kinds of accident and insurance against sickness, ailment or bodily injury, including insurance providing disability benefits pursuant to article nine of the workers' compensation law, except as specified in item (b) hereof; and (b) non-cancelable disability insurance, meaning insurance against disability resulting from sickness, ailment or bodily injury (but excluding insurance solely against accidental injury) under any contract which does not give the insurer the option to cancel or otherwise terminate the contract at or after one year from its effective date or renewal date. Page 2 of 4 Phoenix Life Insurance Company Amended and Restated Charter 167 Exhibit E to the Plan of Reorganization as authorized by and under this Charter and Paragraphs 1, 2 and 3 of Section 1113(a) of the Insurance Law of the State of New York; and the Corporation is specifically empowered to accept and to cede reinsurance of any such risks or hazards. The Corporation may undertake such other reinsurance business as may be permitted to it by Section 1114 of said Insurance Law and such other kinds of business as permitted under Section 4205 of said Insurance Law. The Corporation shall also have the power and authority to provide general investment advisory and financial management services and to conduct and carry on any other kind or kinds of business permitted to be conducted by stock life insurance companies under the Insurance Law of the State of New York, and to invest in affiliated entities to the extent permitted by said Insurance Law, as well as the general rights, powers and privileges now or hereafter granted by the Insurance Law of the State of New York or any other law applicable to stock life insurance companies having power to do the kinds of business herein above referred to and any and all other rights, powers and privileges of the Corporation as the same may now or hereafter be declared by applicable law. The Corporation may exercise such powers outside New York to the extent permitted by the laws of the particular jurisdiction. Policies or other contracts may be issued stipulated to be participating or non-participating; and they may be with or without seal. ARTICLE V. The amount of capital of the Corporation shall be TEN MILLION DOLLARS ($10,000,000), consisting of 10,000 shares of common stock with a par value of ONE THOUSAND DOLLARS ($1,000) per share. BOARD OF DIRECTORS ARTICLE VI. The care and direction of the affairs, business and property of the Corporation shall be vested in a Board of Directors consisting of not fewer than thirteen (13) nor more than thirty (30) Directors, as may be determined from time to time by the Board of Directors. In no case, shall a decrease in the number of Directors shorten the term of any incumbent Director. Each Director shall be at least eighteen (18) years of age and at all times the majority shall be citizens and residents of the United States. No fewer than three (3) Directors shall be residents of the State of New York. The Board of Directors will have the power to make from time to time such bylaws, rules and regulations for the transaction of business of the Corporation and the conduct of its affairs, not inconsistent with this Charter and the laws of the State of New York, as may be deemed expedient, and to amend or repeal such bylaws, rules and regulations. Page 3 of 4 Phoenix Life Insurance Company Amended and Restated Charter 168 Exhibit E to the Plan of Reorganization ELECTION OF DIRECTORS ARTICLE VII. The Directors of the Corporation shall be elected by the shareholders as prescribed by law and the bylaws of the Corporation. The officers of the Corporation shall be elected or appointed by the Board of Directors. An annual election of Directors shall be held on such date and at such time each year as the Board of Directors may from time to time determine, which election shall be at the home office of the Corporation in the manner prescribed by law, and the Directors so elected shall hold office for one year and until their respective successors shall have been elected and qualified. The Directors shall be chosen and elected by the plurality of the whole number of shares voted. Vacancies on the Board of Directors, including vacancies resulting from any increase in the authorized number of Directors, shall be filled by the Board of Directors. PERPETUAL DURATION ARTICLE VIII. The duration of the Corporation shall be perpetual. LIMITATION OF LIABILITY ARTICLE IX. No Director shall be personally liable to the Corporation or any of its shareholders or any of its policyholders for damages for any breach of duty as a Director, provided, however, that the foregoing provision shall not eliminate or limit (i) the liability of a Director if judgment or other final adjudication adverse to the Director establishes that the Director personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or that the Director's acts or omissions were in bad faith or involved intentional misconduct or were acts or omissions (a) which the Director knew or reasonably should have known violated the Insurance Law of the State of New York, or (b) which violated a specific standard of care imposed on Directors directly, and not by reference, by a provision of the Insurance Law of the State of New York, or (c) which constituted a knowing violation of any other law; or (ii) the liability of a Director for any act or omission prior to the adoption of this Article IX. Page 4 of 4 Phoenix Life Insurance Company Amended and Restated Charter 169 Exhibit F to the Plan of Reorganization AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE PHOENIX COMPANIES, INC. ARTICLE I NAME OF CORPORATION The name of the corporation is The Phoenix Companies, Inc. (the "Corporation"). ARTICLE II REGISTERED OFFICE The Corporation's registered office in the State of Delaware is at 1209 N. Orange Street, City of Wilmington, County of Newcastle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE III PURPOSE The nature of the business of the Corporation and its purpose is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. ARTICLE IV STOCK SECTION 1. AUTHORIZED STOCK. The aggregate number of shares of stock that the Corporation shall have the authority to issue is 1,000,000,000 shares of common stock, par value $.01 per share (the "Common Stock"), and 250,000,000 shares of preferred stock, par value $.01 per share (the "Preferred Stock"). The number of authorized shares of the Common Stock and the Preferred Stock or any other class of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the combined voting power of the outstanding shares of stock of the Corporation entitled to vote thereon, and, irrespective of Section 242(b)(2) of the Delaware General Corporation Law, no Page 1 of 7 170 Exhibit F to the Plan of Reorganization vote of the holders of any of the Common Stock, the Preferred Stock or any other class of stock, voting separately as a class, shall be required therefor. SECTION 2. PREFERRED STOCK. (a) The Preferred Stock may be issued at any time and from time to time in one or more series. The Board of Directors is hereby authorized to provide for the issuance of shares of Preferred Stock in series and, by filing a certificate of designation pursuant to the applicable provisions of the General Corporation Law of the State of Delaware (hereinafter referred to as a "Preferred Stock Certificate of Designation"), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of shares of each such series and the qualifications, limitations and restrictions thereof. (b) The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following: (i) the designation of the series, which may be by distinguishing number, letter or title; (ii) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the applicable Preferred Stock Certificate of Designation) increase or decrease (but not below number of shares thereof then outstanding); (iii) whether dividends, if any, shall be cumulative or non-cumulative and the dividend rate of the series; (iv) whether dividends, if any, shall be payable in cash, in kind or otherwise; (v) the dates on which dividends, if any, shall be payable; (vi) the redemption rights and price or prices, if any, for shares of the series; (vii) the terms and amount of any sinking fund provided for the purchase or redemption of shares of the series; (viii) the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (ix) whether the shares of the series shall be convertible or exchangeable into shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates as of which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; Page 2 of 7 Amended and Restated Certificate of Incorporation of The Phoenix Companies, Inc. 171 Exhibit F to the Plan of Reorganization (x) restrictions on the issuance of shares of the same series or of any other class or series; and (xi) whether or not the holders of the shares of such series shall have voting rights, in addition to the voting rights provided by law, and if so, the terms of such voting rights, which may provide, among other things and subject to the other provisions of this Certificate of Incorporation, that each share of such series shall carry one vote or more or less than one vote per share, that the holders of such series shall be entitled to vote on certain matters as a separate class (which for such purpose may be comprised solely of such series and one or more other series or classes of stock of the Corporation) and that all the shares of such series entitled to vote on a particular matter shall be deemed to be voted on such matter in the manner that a specified portion of the voting power of the shares of such series or separate class are voted on such matter. (c) The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof. (d) Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of any series of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by resolution of the Board of Directors of the Corporation and approved by the affirmative vote of the holders of a majority of the voting power of all outstanding shares of Common Stock of the Corporation and all other outstanding shares of stock of the Corporation entitled to vote on such matter irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware or any corresponding provision hereafter enacted, with such outstanding shares of Common Stock and other stock considered for this purpose a single class. (e) Except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment of this Certificate of Incorporation or to a Preferred Stock Certificate of Designation that alters or changes the powers, preferences, rights or other terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other series of Preferred Stock, to vote thereon as a separate class pursuant to this Certificate of Incorporation or a Preferred Stock Certificate of Designation or pursuant to the General Corporation Law of the State of Delaware as currently in effect or as the same may hereafter be amended. SECTION 3. VOTING IN ELECTION OF DIRECTORS. Except as may be required by law or as provided in this Certificate of Incorporation or in a Preferred Stock Certificate of Designation, holders of Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, and holders of Preferred Stock shall not be entitled to vote on any matter or receive notice of any meeting of stockholders. SECTION 4. OWNER. The Corporation shall be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the Corporation shall have notice thereof, except as expressly provided by applicable law. Page 3 of 7 Amended and Restated Certificate of Incorporation of The Phoenix Companies, Inc. 172 Exhibit F to the Plan of Reorganization SECTION 5. SHAREHOLDER RIGHTS PLANS. The Board of Directors is hereby authorized to create and issue, whether or not in connection with the issuance and sale of any of its stock or other securities or property, rights entitling the holders thereof to purchase from the Corporation shares of stock or other securities of the Corporation or any other corporation. The times at which and the terms upon which such rights are to be issued will be determined by the Board of Directors and set forth in the contracts or instruments that evidence such rights. The authority of the Board of Directors with respect to such rights shall include, but not be limited to, determination of the following: (a) the initial purchase price per share or other unit of the stock or other securities or property to be purchased upon exercise of such rights; (b) provisions relating to the times at which and the circumstances under which such rights may be exercised or sold or otherwise transferred, either together with or separately from, any other stock or other securities of the Corporation; (c) provisions which adjust the number of exercise of such rights, or amount or nature of the stock or other securities or property receivable upon exercise of such rights, in the event of a combination, split or recapitalization of any stock of the Corporation, a change in ownership of the Corporation's stock or other securities or a reorganization, merger, consolidation, sale of assets or other occurrence relating to the Corporation or any stock of the Corporation, and provisions restricting the ability of the Corporation to enter into any such transaction absent an assumption by the other party or parties thereto of the obligations of the Corporation under such rights; (d) provisions which deny the holder of a specified percentage of the outstanding stock or other securities of the Corporation, the right to exercise such rights and/or cause the rights held by such holder to become void; (e) provisions which permit the Corporation to redeem such rights; and (f) the appointment of a rights agent with respect to such rights. ARTICLE V BOARD OF DIRECTORS; MANAGEMENT OF THE CORPORATION SECTION 1. CLASSIFIED BOARD. The directors of the Corporation, subject to the rights of the holders of shares of any class or series of Preferred Stock, shall be classified with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible, as shall be provided in the Bylaws of the Corporation, one class ("Class I") whose initial term expires at the 2002 annual meeting of stockholders, another class ("Class II") whose initial term expires at the 2003 annual meeting of stockholders, and another class ("Class III") whose initial term expires at the 2004 annual meeting of stockholders, with each class to hold Page 4 of 7 Amended and Restated Certificate of Incorporation of The Phoenix Companies, Inc. 173 Exhibit F to the Plan of Reorganization office until its successors are elected and qualified. At each annual meeting of stockholders of the Corporation, the date of which will be fixed pursuant to the Bylaws of the Corporation, and subject to the rights of the holders of shares of any class or series of Preferred Stock, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. SECTION 2. DIRECTOR DISCRETION. In determining what he or she reasonably believes to be in the best interests of the Corporation in the performance of his or her duties as a director, a director may consider, to the extent permitted by law, both in the consideration of tender and exchange offers, mergers, consolidations and sales of all or substantially all of the Corporation's assets and otherwise, such factors as the Board of Directors determine to be relevant. In connection with any such evaluation, the Board of Directors is authorized to conduct such investigations and to engage in such legal proceedings as the Board of Directors may determine. SECTION 3. MANAGEMENT OF BUSINESS. The following provisions are inserted for the management of business and for the conduct of the affairs of the Corporation and for the purpose of creating, defining, limiting and regulating the powers of the Corporation and its directors and stockholders: (a) Subject to the rights of any holders of any series of Preferred Stock, if any, to elect additional directors under specified circumstances, the holders of a majority of the combined voting power of the then outstanding stock of the Corporation entitled to vote generally in the election of directors may remove any director or the entire Board of Directors, but only for cause. (b) Vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause and newly created directorships resulting from any increase in the authorized number of directors shall be filled in the manner provided in the Bylaws of the Corporation. (c) Advance notice of nominations for the election of directors shall be given in the manner and to the extent provided in the Bylaws of the Corporation. (d) The election of directors may be conducted in any manner approved by the Board of Directors prior to the time the election is held and need not be by written ballot. (e) All corporate powers and authority of the Corporation (except as at the time otherwise provided by law, by this Certificate of Incorporation or by the Bylaws) shall be vested in and exercised by the Board of Directors. (f) The Board of Directors shall have the power without the assent or vote of the stockholders to adopt, amend, alter or repeal the Bylaws of the Corporation, except to the extent that the Bylaws or this Certificate of Incorporation otherwise provide. In addition to any requirements of law and any other provision of this Certificate of Page 5 of 7 Amended and Restated Certificate of Incorporation of The Phoenix Companies, Inc. 174 Exhibit to the Plan of Reorganization Incorporation, the stockholders of the Corporation may adopt, amend, alter or repeal any provision of the Bylaws upon the affirmative vote of the holders of three-fourths (3/4) or more of the combined voting power of the then outstanding stock of the Corporation entitled to vote generally in the election of Directors. ARTICLE VI LIABILITY OF DIRECTORS SECTION 1. GENERAL. No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law as currently in effect or as the same may hereafter be amended. SECTION 2. REPEAL OR MODIFICATION. Any repeal or modification of this Article VII by the stockholders of the Corporation shall not adversely affect any right or protection of a director, officer or the Corporation existing at the time of such repeal or modification. If the General Corporation Law of the State of Delaware is amended after the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended. ARTICLE VII NO STOCKHOLDER ACTIONS BY WRITTEN CONSENT Effective as of the time the Common Stock shall be registered pursuant to the provisions of the Securities Exchange Act of 1934, as amended, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation, and the ability of the stockholders to consent in writing to the taking of any action is specifically denied. ARTICLE VIII PROHIBITION ON ACQUISITION OF SECURITIES Pursuant to Section 7312(v) of the New York Insurance Law, no person or persons acting in concert may directly or indirectly offer to acquire or shall acquire in any manner the beneficial ownership of five percent or more of any class of voting security of the Corporation until after the fifth anniversary of the effective date of the reorganization of Phoenix Home Life Mutual Page 6 of 7 Amended and Restated Certificate of Incorporation of The Phoenix Companies, Inc. 175 Exhibit F to the Plan of Reorganization Insurance Company from a mutual life insurance company to a stock life insurance company pursuant to the Plan of Reorganization adopted December 18, 2000, and subsequently amended and restated December 28, 2000, without the prior approval of the Superintendent of Insurance of the State of New York. For the purposes of this Article VIII, the terms "beneficial ownership", "voting security", "offer" and "person" have the meanings set forth in Section 7312(v) of the New York Insurance Law. ARTICLE IX AMENDMENT The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights herein conferred upon stockholders or directors (in the present from of this Certificate of Incorporation or as hereinafter amended) are granted subject to this reservation; provided, however, that any amendment or repeal of Article VI of this Certificate of Incorporation shall not adversely affect any right or protection existing hereunder immediately prior to such amendment or repeal; and, provided, further that Articles V, VI, VII, VIII or IX of this Certificate of Incorporation shall not be amended, altered or repealed without the affirmative vote of the holders of at least three-fourths (3/4) of the then outstanding stock of the Corporation entitled to vote generally in the election of directors. Page 7 of 7 Amended and Restated Certificate of Incorporation of The Phoenix Companies, Inc. 176 Exhibit G to the Plan of Reorganization =============================================================================== BY-LAWS OF THE PHOENIX COMPANIES, INC. As Adopted on November 13, 2000 =============================================================================== Page 1 of 30 177 Exhibit G to the Plan of Reorganization BY-LAWS OF THE PHOENIX COMPANIES, INC. ARTICLE I STOCKHOLDERS Section 1.01. Annual Meeting.................................................... 5 Section 1.02. Special Meetings.................................................. 5 Section 1.03. Notice of Meetings; Waiver........................................ 5 Section 1.04. Quorum............................................................ 6 Section 1.05. Voting............................................................ 7 Section 1.06. Voting by Ballot.................................................. 7 Section 1.07. Adjournment....................................................... 7 Section 1.08. Proxies........................................................... 7 Section 1.09. Organization; Procedure........................................... 8 Section 1.10. Notice of Stockholder Business and Nominations.................... 8 Section 1.11. Inspectors of Elections........................................... 11 Section 1.12. Opening and Closing of Polls...................................... 12 Section 1.13. No Stockholder Action by Written Consent.......................... 12
ARTICLE II BOARD OF DIRECTORS Section 2.01. General Powers.................................................... 12 Section 2.02. Number of Directors............................................... 12 Section 2.03. Classified Board of Directors; Election of Directors.............. 12 Section 2.04. Annual and Regular Meetings....................................... 13 Section 2.05. Special Meetings; Notice.......................................... 13 Section 2.06. Quorum; Voting.................................................... 13 Section 2.07. Adjournment....................................................... 14 Section 2.08. Action Without a Meeting.......................................... 14 Section 2.09. Regulations; Manner of Acting..................................... 14 Section 2.10. Action by Telephonic Communications............................... 14 Section 2.11. Resignations...................................................... 14 Section 2.12. Removal of Directors.............................................. 14 Section 2.13. Vacancies and Newly Created Directorships......................... 14 Section 2.14. Compensation...................................................... 15 Section 2.15. Reliance on Accounts and Reports, etc............................. 15
Page 2 of 30 By-Laws of The Phoenix Companies, Inc. 178 Exhibit G to the Plan of Reorganization ARTICLE III COMMITTEES Section 3.01. Standing Committees............................................... 15 Section 3.02. Designation of Members and Chairpersons of Committees............. 15 Section 3.03. Notices of Times of Meetings of Committees and Presiding Officers. 16 Section 3.04. Executive Committee............................................... 16 Section 3.05. Compensation Committee............................................ 16 Section 3.06. Audit Committee................................................... 16 Section 3.07. Other Committees.................................................. 17 Section 3.08. Powers............................................................ 17 Section 3.09. Proceedings....................................................... 17 Section 3.10. Quorum and Manner of Acting....................................... 17 Section 3.11. Action by Telephone Communications................................ 18 Section 3.12. Absent or Disqualified Members.................................... 18 Section 3.13. Resignations...................................................... 18 Section 3.14. Removal........................................................... 18 Section 3.15. Vacancies......................................................... 18
ARTICLE IV OFFICERS Section 4.01. Numbers........................................................... 18 Section 4.02. Election.......................................................... 18 Section 4.03. Salaries.......................................................... 19 Section 4.04. Removal and Resignation; Vacancies................................ 19 Section 4.05. Authority and Duties of Officers.................................. 19 Section 4.06. The Chairperson................................................... 19 Section 4.07. The Vice Chairperson.............................................. 19 Section 4.08. The Chief Executive Officer....................................... 19 Section 4.09. The President..................................................... 20 Section 4.10. The Vice Presidents............................................... 20 Section 4.11. The Secretary..................................................... 20 Section 4.12. The Chief Financial Officer....................................... 21 Section 4.13. The Treasurer..................................................... 22 Section 4.14. Additional Officers............................................... 22
ARTICLE V CAPITAL STOCK Section 5.01. Certificates of Stock; Uncertified Shares......................... 22 Section 5.02. Signatures; Facsimile............................................. 22 Section 5.03. Lost, Stolen or Destroyed Certificates............................ 23 Section 5.04. Transfer of Stock................................................. 23
Page 3 of 30 By-Laws of The Phoenix Companies, Inc. 179 Exhibit G to the Plan of Reorganization Section 5.05. Record Date....................................................... 23 Section 5.06. Registered Stockholders........................................... 24 Section 5.07. Transfer Agent and Registrar...................................... 24
ARTICLE VI INDEMNIFICATION Section 6.01. Nature of Indemnity............................................... 24 Section 6.02. Successful Defense................................................ 25 Section 6.03. Determination that Indemnification is Proper...................... 25 Section 6.04. Advance Payment of Expenses....................................... 25 Section 6.05. Procedures for Indemnification of Directors and Officers.......... 26 Section 6.06. Survival; Preservation of Other Rights............................ 26 Section 6.07. Insurance......................................................... 27 Section 6.08. Severability...................................................... 27
ARTICLE VII OFFICES Section 7.01. Initial Registered Office......................................... 27 Section 7.02. Other Offices..................................................... 27
ARTICLE VIII GENERAL PROVISIONS Section 8.01. Dividends......................................................... 27 Section 8.02. Execution of Instruments.......................................... 28 Section 8.03. Corporate Indebtedness............................................ 28 Section 8.04. Deposits.......................................................... 28 Section 8.05. Checks, Drafts, etc............................................... 28 Section 8.06. Sale, Transfer, etc. of Securities................................ 29 Section 8.07. Voting as Stockholder............................................. 29 Section 8.08. Fiscal Year....................................................... 29 Section 8.09. Seal.............................................................. 29 Section 8.10. Books and Records; Inspection..................................... 29
ARTICLE IX AMENDMENT OF BYLAWS Section 9.01. Amendment......................................................... 29
ARTICLE X CONSTRUCTION Section 10.01.Construction...................................................... 30
Page 4 of 30 By-Laws of The Phoenix Companies, Inc. 180 Exhibit G to the Plan of Reorganization BYLAWS OF THE PHOENIX COMPANIES, INC. As adopted on November 13, 2000 ============================================================================= ARTICLE I STOCKHOLDERS Section 1.01. Annual Meeting. The annual meeting of the stockholders of the Corporation for the election of Directors and for the transaction of such other business as properly may come before such meeting shall be held at such place, either within or without the State of Delaware, or, within the sole discretion of the Board of Directors, by remote electronic communication technologies and at such date and at such time, as may be fixed from time to time by resolution of the Board of Directors and set forth in the notice or waiver of notice of the meeting. Section 1.02. Special Meetings. Special meetings of the stockholders may be called at any time by the Chief Executive Officer (or, in the event of his or her absence or disability, by the President or, in the event of his or her absence or disability, the Executive or Senior Vice Presidents in order designated by the Board of Directors, but if not so designated, then in the order of their rank), or by the Board of Directors. Such special meetings of the stockholders shall be held at such places, within or without the State of Delaware, or, within the sole discretion of the Board of Directors, by remote electronic communication technologies, as shall be specified in the respective notices or waivers of notice thereof. Any power of stockholders of the Corporation to call a special meeting is specifically denied. Section 1.03. Notice of Meetings; Waiver. (a) The Secretary or any Assistant Secretary shall cause written notice of the place, if any, date and hour of each meeting of the stockholders, and, in the case of a special meeting, the purpose or purposes for which such meeting is called, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, to be given personally, by mail or by electronic transmission, not fewer than ten (10) nor more than sixty (60) days prior to the meeting, to each stockholder of record entitled to vote at such meeting. If such notice is mailed, it shall be deemed to have been given to a stockholder when deposited Page 5 of 30 By-Laws of The Phoenix Companies, Inc. 181 Exhibit G to the Plan of Reorganization in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the record of stockholders of the Corporation, or, if a stockholder shall have filed with the Secretary of the Corporation a written request that notices to such stockholder be mailed to some other address, then directed to such stockholder at such other address. Such further notice shall be given as may be required by law. (b) A written waiver of any notice of any annual or special meeting signed by the person entitled thereto, or a waiver by electronic transmission by the person entitled to notice, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in a written waiver of notice. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened. (c) For notice given by electronic transmission to a stockholder to be effective, such stockholder must consent to the Corporation's giving notice by that particular form of electronic transmission. A stockholder may revoke consent to receive notice by electronic transmission by written notice to the Corporation. A stockholder's consent to notice by electronic transmission is automatically revoked if the Corporation is unable to deliver two consecutive electronic transmission notices and such inability becomes known to the Secretary, Assistant Secretary, the transfer agent or other person responsible for giving notice. (d) Notices are deemed given (i) if by facsimile, when faxed to a number where the stockholder has consented to receive notice; (ii) if by electronic mail, when mailed electronically to an electronic mail address at which the stockholder has consented to receive such notice; (iii) if by posting on an electronic network (such as a website or chatroom) together with a separate notice to the stockholder of such specific posting, upon the later to occur of (A) such posting or (B) the giving of the separate notice of such posting; or (iv) if by any other form of electronic communication, when directed to the stockholders in the manner consented to by the stockholder. (e) If a stockholder meeting is to be held via electronic communications and stockholders will take action at such meeting, the notice of such meeting must: (i) specify the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present and vote at such meeting; and (ii) provide the information required to access the stockholder list. A waiver of notice may be given by electronic transmission. Section 1.04. Quorum. Except as otherwise required by law or by the Certificate of Incorporation, the presence in person or by proxy of the holders of record of one-third of the shares entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business as such meeting. Page 6 of 30 By-Laws of The Phoenix Companies, Inc. 182 Exhibit G to the Plan of Reorganization Section 1.05. Voting. If, pursuant to Section 5.05 of these Bylaws, a record date has been fixed, every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one (1) vote for each share outstanding in his or her name on the books of the Corporation at the close of business on such record date. If no record date has been fixed, then every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one (1) vote for each share of stock standing in his or her name on the books of the Corporation at the close of business on the day next preceding the day on which notice of the meeting is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, the vote of a majority of the shares represented in person or by proxy at any meeting at which a quorum is present shall be sufficient for the transaction of any business at such meeting. Section 1.06. Voting by Ballot. No vote of the stockholders on an election of Directors need be taken by written ballot or by electronic transmission unless otherwise required by law. Any vote not required to be taken by ballot or by electronic transmission may be conducted in any manner approved by the Board of Directors prior to the meeting at which such vote is taken. Section 1.07. Adjournment. If a quorum is not present at any meeting of the stockholders, the stockholders present in person or by proxy shall have the power to adjourn any such meeting from time to time until a quorum is present. Notice of any adjourned meeting of the stockholders of the Corporation need not be given if the place, if any, date and hour thereof are announced at the meeting at which the adjournment is taken, provided, however, that if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date for the adjourned meeting is fixed pursuant to Section 5.05 of these Bylaws, a notice of the adjourned meeting, conforming to the requirements of Section 1.03 hereof, shall be given to each stockholder of record entitled to vote at such meeting. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted on the original date of the meeting. Section 1.08. Proxies. Any stockholder entitled to vote at any meeting of the stockholders may authorize another person or persons to vote at any such meeting and express such consent or dissent for him or her by proxy. A stockholder may authorize a valid proxy by executing a written instrument signed by such stockholder, or by causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature, or by transmitting or authorizing the transmission if a telegram, cablegram or other means of electronic transmission to the person designated as the holder of the proxy, a proxy solicitation firm or a like authorized agent. No such proxy shall be voted or acted upon after the expiration of one (1) year from the date of such proxy, unless such proxy provides for a longer period. Every proxy shall be revocable at the pleasure of the stockholder executing it, except in those cases where applicable law provides that a proxy shall be irrevocable. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing with the Secretary either an instrument in writing revoking the proxy or another duly executed proxy bearing a later date. Proxies by telegram, cablegram or other electronic transmission must either set forth or be submitted with information from which it can be Page 7 of 30 By-Laws of The Phoenix Companies, Inc. 183 Exhibit G to the Plan of Reorganization determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of a writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. Section 1.09. Organization; Procedure. At every meeting of stockholders the presiding officer shall be the Chairperson or, in the event of his or her absence or disability, the Vice Chairperson, or, in the event of his or her absence or disability, the Chief Executive Officer or the President or in the event of their absence or disability, the Executive or Senior Vice Presidents in order designated by the Board of Directors, but if not so designated, then in the order of their rank. The Secretary, or in the event of his or her absence or disability, an Assistant Secretary, if any, or if there be no Assistant Secretary, in the absence of the Secretary, an appointee of the presiding officer shall act as Secretary of the meeting. The order of business and all other matters of procedure at every meeting of the stockholders may be determined by such presiding officer. Section 1.10. Notice of Stockholder Business and Nominations. (a) Annual Meetings of Stockholders. (i) Nomination of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (A) by or at the direction of the Board of Directors or the Chairperson of the Board of Directors or, in the event of his or her absence or disability, the Vice Chairperson, or, in the event of his or her absence or disability, the Chief Executive Officer or the President, or in the event of their absence or disability, the Executive or Senior Vice Presidents in the order designated by the Board of Directors, but if not so designated, then in order of their rank, or (B) by any stockholder of the Corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in clauses (ii) and (iii) of this paragraph and who was a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. (ii) For nominations or other business to be properly brought before an annual meeting by a stockholder, pursuant to clause (B) of paragraph (a)(i) of this Section 1.10, the stockholder must have given timely notice thereof in writing or by electronic transmission to the Secretary of the Corporation. To be timely, a stockholder's notice shall be delivered to the Secretary at the principal executive offices of the Corporation not fewer than ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary of the preceding year's annual meeting and in any event at least forty-five (45) days prior to the first anniversary of the date on which the registrant first mailed its proxy materials for Page 8 of 30 By-Laws of The Phoenix Companies, Inc. 184 Exhibit G to the Plan of Reorganization the prior year's annual meeting of shareholders; provided that if the date of the annual meeting is advanced by more than thirty (30) days or delayed by more than seventy (70) days from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than one hundred twenty (120) days prior to such annual meeting and not later than the close of business on the later of the ninetieth day prior to such annual meeting or the tenth day following the date on which public announcement of the date of such meeting is first made. In no event shall the adjournment of an annual meeting commence a new time period for the giving of a stockholder's notice as described above. Such stockholder's notice shall set forth (A) as to each person whom the stockholder proposes to nominate for election or reelection as a Director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14a-11 thereunder, or any successor provisions, including such person's written consent to being named in the proxy statement as a nominee and to serving as a Director if elected; (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and of any beneficial owner on whose behalf the proposal is made; and (C) as to the stockholder giving the notice and any beneficial owner on whose behalf the nomination or proposal is made (1) the name and address of such stockholder, as they appear on the Corporation's books, and of such beneficial owner and (2) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner. (iii) Notwithstanding anything in the second sentence of paragraph (a)(ii) of this Section 1.10 to the contrary, in the event that the number of Directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for Director or specifying the size of the increased Board of Directors made by the Corporation at least one hundred (100) days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice under this paragraph shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the Corporation. (b) Special Meetings of Stockholders. Only such business as shall have been brought before the special meeting of the stockholders pursuant to the Corporation's notice of meeting pursuant to Section 1.03 of these Bylaws shall be conducted at such meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which Directors are to be elected pursuant to the Page 9 of 30 By-Laws of The Phoenix Companies, Inc. 185 Exhibit G to the Plan of Reorganization Corporation's notice of meeting (1) by or at the direction of the Board of Directors or (2) by any stockholder of the Corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in this Section 1.10 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. Nominations by stockholders of persons for election to the Board of Directors may be made at such special meeting of stockholders if the stockholder's notice as required by paragraph (a)(ii) of this Section 1.10 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the one hundred twentieth day prior to such special meeting or the tenth day following the date on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected as such meeting. In no event shall the adjournment of a special meeting commence a new time period for the giving of a stockholder's notice as described above. (c) General. (i) Only persons who are nominated in accordance with the procedures set forth in this Section 1.10 shall be eligible to serve as Directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.10. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the Chairperson of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Section 1.10 and, if any proposed nomination or business is not in compliance with this Section 1.10, to declare that such defective proposal or nomination shall be disregarded. (ii) For purposes of this Section 1.10, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act. (iii) Notwithstanding the foregoing provisions of this Section 1.10, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 1.10. Nothing in this Section 1.10 shall be deemed to affect any rights (A) of stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act, or (B) of the holders of any series of Preferred Stock, if any, to elect Directors if so provided under any applicable Preferred Stock Certificate of Designation (as defined in the Certificate of Incorporation). Page 10 of 30 By-Laws of The Phoenix Companies, Inc. 186 Exhibit G to the Plan of Reorganization Section 1.11. Inspectors of Elections. Preceding any meeting of the stockholders, the Board of Directors shall appoint one (1) or more persons to act as Inspectors of Elections, and may designate one (1) or more alternate inspectors. In the event no inspector or alternate is able to act, the person presiding at the meeting shall appoint one (1) or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of the duties of an inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector shall: (a) ascertain the number of shares outstanding and the voting power of each; (b) determine the shares represented at a meeting and the validity of proxies and ballots; (c) specify the information relied upon to determine the validity of electronic transmissions in accordance with Section 1.08 hereof; (d) count all votes and ballots; (e) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; (f) certify his or her determination of the number of shares represented at the meeting, and his or her count of all votes and ballots; (g) appoint or retain, if he or she so desires, other persons or entities to assist in the performance of the duties of inspector; and (h) when determining the shares represented and the validity of proxies and ballots, be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with Section 1.08 of these Bylaws, ballots and the regular books and records of the Corporation. The inspector may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers or their nominees or a similar person which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspector considers other reliable information as outlined in this section, the inspector, at the time of his or her certification pursuant to paragraph (f) of this section, shall specify the precise information considered, the person or persons from whom the information was obtained, when this information was obtained, the means by which the information was obtained, and the basis for the inspector's belief that such information is accurate and reliable. Page 11 of 30 By-Laws of The Phoenix Companies, Inc. 187 Exhibit G to the Plan of Reorganization Section 1.12. Opening and Closing of Polls. The date and time for the opening and the closing of the polls for each matter to be voted upon at a stockholder meeting shall be announced at the meeting. The inspector shall be prohibited from accepting any ballots, proxies or votes or any revocations thereof or changes thereto after the closing of the polls, unless the Court of Chancery upon application by a stockholder shall determine otherwise. Section 1.13. No Stockholder Action by Written Consent. Effective as of the time the Common Stock shall be registered pursuant to the provisions of the Exchange Act, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation, and the ability of the stockholders to consent in writing to the taking of any action is specifically denied. ARTICLE II BOARD OF DIRECTORS Section 2.01. General Powers. Except as may otherwise be provided by law, the Certificate of Incorporation or these Bylaws, the property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation. Section 2.02. Number of Directors. Subject to the rights of the holders of any class or series of Preferred Stock, if any, the number of Directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the entire Board of Directors; provided, however, that the Board of Directors shall at no time consist of fewer than three (3) Directors. Section 2.03. Classified Board of Directors; Election of Directors. The Directors of the Corporation, subject to the rights of the holders of shares of any class or series of Preferred Stock, shall be classified with respect to the time which they severally hold office, into three (3) classes, as nearly equal in number as possible, one class ("Class I") whose initial term expires at the 2002 annual meeting of stockholders, another class ("Class II") whose initial term expires at the 2003 annual meeting of stockholders, and another class ("Class III") whose initial term expires at the 2004 annual meeting of stockholders, with each class to hold office until its successors are elected and qualified. Except as otherwise provided in Sections 2.12 and 2.13 of these Bylaws, at each annual meeting of stockholders of the Corporation, and subject to the rights of holders of shares of any class or series of Preferred Stock, the successors of the class of Directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. Page 12 of 30 By-Laws of The Phoenix Companies, Inc. 188 Exhibit G to the Plan of Reorganization Section 2.04. Annual and Regular Meetings. The annual meeting of the Board of Directors for the purpose of electing officers and for the transaction of such other business as may come before the meeting shall be held as soon as reasonably practicable following adjournment of the annual meeting of the stockholders at the place of such annual meeting of the stockholders. Notice of such annual meeting of the Board of Directors need not be given. The Board of Directors from time to time may by resolution provide for the holding of regular meetings and fix the place (which may be within or without the State of Delaware) and the date and hour of such meetings. Notice of regular meetings need not be given, provided, however, that if the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be mailed promptly, or sent by telephone, including a voice messaging system or other system or technology designated to record and communicate messages, telegraph, facsimile, electronic mail or other electronic means, to each Director who shall not have been present at the meeting at which such action was taken, addressed to him or her at his or her usual place of business or to such other addresses as any Director may request by notice to the Secretary, or shall be delivered to him or her personally. Notice of such action need not be given to any Director who attends the first regular meeting after such action is taken without protesting the lack of notice to him or her, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting. Section 2.05. Special Meetings; Notice. Special meetings of the Board of Directors shall be held whenever called by the Chairperson or, in the event of his or her absence or disability, by the Vice Chairperson or, in the event of his or her absence or disability, by the Chief Executive Officer or, in the event of his or her absence or disability, by the President or, in the event of his or her absence, by the Executive or Senior Vice Presidents in the order designated by the Board of Directors, but if not so designated, then in order of their rank, at such place (within or without the State of Delaware), date and hour as may be specified in the respective notices or waivers of notice of such meetings. Special meetings of the Board of Directors also may be held whenever called by any three (3) Directors. Special meetings of the Board of Directors may be called on twenty-four (24) hours' notice, if notice is given to each Director personally or by telephone, including a voice messaging system, or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail or other electronic means, or on five (5) days' notice, if notice is mailed to each Director, addressed to him or her at his or her usual place of business or to such other address as any Director may request by notice to the Secretary. Notice of any special meeting need not be given to any Director who attends such meeting without protecting the lack of notice to him or her, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting, and any business may be transacted thereat. Section 2.06. Quorum; Voting. At all meetings of the Board of Directors, the presence of at least a majority of the total authorized number of Directors shall constitute a quorum for the transaction of business. Except as otherwise required by law, the vote of at least a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Page 13 of 30 By-Laws of The Phoenix Companies, Inc. 189 Exhibit G to the Plan of Reorganization Section 2.07. Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting of the Board of Directors to another time or place. No notice need be given of any adjourned meeting unless the time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 2.05 of these Bylaws shall be given to each Director. Section 2.08. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Section 2.09. Regulations; Manner of Acting. To the extent consistent with applicable law, the Certificate of Incorporation and these Bylaws, the Board of Directors may adopt such rules and regulations for the conduct of meetings of the Board of Directors and for the management of the property, affairs and business of the Corporation as the Board of Directors may deem appropriate. The Directors shall act only as a Board of Directors and the individual Directors shall have no power in their individual capacities unless expressly authorized by the Board of Directors. Section 2.10. Action by Telephonic Communications. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. Section 2.11. Resignations. Any Director may resign at any time by submitting an electronic transmission or by delivering a written notice of resignation, signed by such Director, to the Chairperson, the Vice Chairperson, the Chief Executive Officer, the President or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery. Section 2.12. Removal of Directors. Subject to the rights of the holders of any class or series of Preferred Stock, if any, to elect additional Directors under specified circumstances, any Director may be removed at any time, but only for cause, upon the affirmative vote of the holders of a majority of the combined voting power of the then outstanding stock of the Corporation entitled to vote generally in the election of Directors. Any vacancy in the Board of Directors caused by any such removal may be filled at such meeting by the stockholders entitled to vote for the election of the Director so removed. If such stockholders do not fill any vacancy at such meeting, such vacancy may be filled in the manner provided in Section 2.13 of these Bylaws. Section 2.13. Vacancies and Newly Created Directorships. Subject to the rights of the holders of any class or series of Preferred Stock, if any, to elect additional Directors under specified circumstances, and except as provided in Section 2.12, if any vacancies shall occur in Page 14 of 30 By-Laws of The Phoenix Companies, Inc. 190 Exhibit G to the Plan of Reorganization the Board of Directors, by reason of death, resignation, removal or otherwise, or if the authorized number of Directors shall be increased, the Directors then in office shall continue to act, and such vacancies and newly created directorships may be filled by a majority of the Directors then in office, although less than a quorum. Any Director filling a vacancy shall be of the same class as that of the Director whose death, resignation, removal or other event caused the vacancy, and any Director filling a newly created directorship shall be of the class specified by the Board of Directors at the time the newly created directorships were created. A Director elected to fill a vacancy or a newly created directorship shall hold office until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal. Section 2.14. Compensation. The amount, if any, which each Director shall be entitled to receive as compensation for such Director's services as such shall be fixed from time to time by resolution of the Board of Directors. Section 2.15. Reliance on Accounts and Reports, etc. A Director or a member of any committee designated by the Board of Directors shall, in the performance of such Director's or member's duties, be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation's officers or employees, or committees designated by the Board of Directors, or by any other person as to the matters the Director or the member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. ARTICLE III COMMITTEES Section 3.01. Standing Committees. The Board of Directors shall have the following standing committees, each consisting of not fewer than three (3) Directors, as shall be determined by the Board of Directors: Executive Committee Compensation Committee Audit Committee Section 3.02. Designation of Members and Chairpersons of Committees. At the annual meeting each year, the Board of Directors shall by resolution designate from among the Directors the members of the standing committees and the members of each committee established pursuant to Section 3.07 which will continue in existence and from among the members of each such committee a chairperson thereof, which members and chairperson shall each serve, at the pleasure of the Board of Directors, so long as they shall continue in office as Directors, until the next annual meeting of the Board of Directors and thereafter until the appointment of their respective successors. The Board of Directors may by similar resolution Page 15 of 30 By-Laws of The Phoenix Companies, Inc. 191 Exhibit G to the Plan of Reorganization designate one (1) or more Directors as alternate members of such committees, who may replace any absent member or members at any meeting of such committees. No officer or employee may be designated as a member or alternate member of the Audit Committee or the Compensation Committee. Vacancies among members or chairpersons of any committee may be filled in the same manner as original designations at any regular or special meeting of the Board of Directors, and the Chief Executive Officer may designate from among the remaining members of any committee whose chairperson is vacant a chairperson who shall serve until a successor is designated by the Board of Directors. Section 3.03. Notices of Times of Meetings of Committees and Presiding Officers. Meetings of each standing committee shall be held upon call of the Chief Executive Officer or upon call of the chairperson of such committee or of two (2) members of such committee. Meetings of such committee may also be held at such other times as it may determine. Meetings of a committee shall be held at such places and upon such notice as it shall determine or as shall be specified in the calls of such meetings. Any such chairperson, if present, or such member or members of each committee as may be designated by the Chief Executive Officer shall preside at meetings thereof of, in the event of an absence or disability of any thereof or failing such designation, the committee shall select from among its members present a presiding officer. Meetings of a committee may be attended by Directors who are not members of such committee unless the Chief Executive Officer or the chairperson of such committee requests otherwise. Section 3.04. Executive Committee. The Executive Committee may, to the extent permitted by law, exercise all powers of the Board of Directors during intervals between meetings of the Board of Directors and shall provide advice with respect to the Corporation's operations. Section 3.05. Compensation Committee. The Compensation Committee shall exercise general supervision over compensation, personnel administration and other activities carried on by the Corporation and its subsidiaries in the interest of the health, welfare and safety of the employees of the Corporation, if any, and those of its subsidiaries. The Compensation Committee shall nominate for election by the Board of Directors all officers as such Committee may determine. In addition, in the absence of any Nominating Committee or of any other committee exercising such function, the Compensation Committee shall make recommendations to the Board of Directors with respect to filling of vacancies on the Board of Directors. Section 3.06. Audit Committee. The Audit Committee shall exercise general supervision of accounting and auditing controls over cash, securities, receipts, disbursements and other financial transactions; shall make such examinations thereof as it may deem necessary through certified public accountants or otherwise; shall review the financial condition of the Corporation and the scope and results of the independent audit and any internal audits; shall recommend the selection of independent certified public accountants; and, in respect to such matters, may require such reports from the officer in charge of Auditing for the Corporation as it may deem necessary or desirable. The Audit Committee shall also exercise general supervision of the Corporation's policies on ethical business conduct and compliance therewith. Page 16 of 30 By-Laws of The Phoenix Companies, Inc. 192 Exhibit G to the Plan of Reorganization Section 3.07. Other Committees. The Board of Directors by resolution may designate one (1) or more other committees, and the powers and purposes thereof, each such committee to consist of such number of Directors as from time to time may be fixed by the Board of Directors. The Board of Directors, at the time of such designation or at any time thereafter before the next annual meeting, shall by resolution designate from among the Directors the members and alternate members of such committees, as well as the chairperson thereof. Any such committee may be abolished or re-designated from time to time by the Board of Directors. Each member (and each alternate member) of any such committee (whether designated at an annual meeting of the Board of Directors or to fill a vacancy or otherwise) shall hold office until such committee is abolished or if earlier, until his or her successor shall have been designated or until he or she shall cease to be a Director, or until his or her earlier death, resignation or removal. Section 3.08. Powers. Each committee, except as otherwise provided in this section, shall have and may exercise such powers of the Board of Directors as may be provided by resolution or resolutions of the Board of Directors. Neither the Executive nor any other committee shall have the power or authority: (a) to approve or adopt, or recommend to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval; or (b) to adopt, amend or repeal the Bylaws of the Corporation. Section 3.09. Proceedings. Each such committee may fix its own rules of procedure and may meet at such place (within or without the State of Delaware), at such time and upon such notice, if any, as it shall determine from time to time. Each such committee shall keep minutes of its proceedings and shall report such proceedings to the Board of Directors at the meeting of the Board of Directors next following any such proceedings. Section 3.10. Quorum and Manner of Acting. Except as may be otherwise provided in the resolution creating such committee, at all meetings of any committee, the presence of members (or alternate members) constituting a majority of the total authorized membership of such committee shall constitute a quorum for the transaction of business. The act of the majority of the members present at any meeting at which a quorum is present shall be the act of such committee. Any action required or permitted to be taken at any meeting of any such committee may be taken without a meeting, if all members of such committee shall consent to such action in writing or by electronic transmission and such writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the committee. Such filing shall be in paper form if the minutes are in paper form and shall be in electronic form if the minutes are maintained in electronic form. The members of any such committee shall act only as a committee, and the individual members of such committee shall no power in their individual capacities unless expressly authorized by the Board of Directors. Page 17 of 30 By-Laws of The Phoenix Companies, Inc. 193 Exhibit G to the Plan of Reorganization Section 3.11. Action by Telephone Communications. Unless otherwise provided by the Board of Directors, members of any committee may participate in a meeting of such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. Section 3.12. Absent or Disqualified Members. In the absence or disqualification of a member of any committee, if no alternate member is present to act in his or her stead, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Section 3.13. Resignations. Any member (and any alternate member) of any committee may resign at any time by delivering a written notice of resignation, signed by such member, to the Chairperson, the Vice Chairperson, the Chief Executive Officer, the President or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery. Section 3.14. Removal. Any member (and any alternate member) of any committee may be removed at any time, either for or without cause, by resolution adopted by a majority of the whole Board of Directors. Section 3.15. Vacancies. If any vacancy shall occur in any committee by reason of disqualification, death, resignation, removal or otherwise, the remaining members (and any alternate members) shall continue to act, and any such vacancy may be filled by the Board of Directors. ARTICLE IV OFFICERS Section 4.01. Numbers. The officers of the Corporation shall be chosen by the Board of Directors and shall be a Chairperson of the Board of Directors, a Chief Executive Officer, a President, one or more Vice Presidents, a Chief Financial Officer, a Secretary and a Treasurer. The Board of Directors also may elect a Vice Chairperson, one or more Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers in such numbers as the Board of Directors may from time to time determine. Any number of offices may be held by the same person. No officer need be a Director of the Corporation. Section 4.02. Election. Unless otherwise determined by the Board of Directors, the officers of the Corporation shall be elected by the Board of Directors at the annual meeting of the Board of Directors, and shall be elected to hold office until the next succeeding annual meeting of the Board of Directors. Officers may be elected and qualified at any regular or special meeting of the Board of Directors. Each officer shall hold office until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal. Page 18 of 30 By-Laws of The Phoenix Companies, Inc. 194 Exhibit G to the Plan of Reorganization Section 4.03. Salaries. The salaries, if any, of all officers of the Corporation shall be fixed by, or in accordance with procedures established by, the Board of Directors. Section 4.04. Removal and Resignation; Vacancies. Any officer may be removed for or without cause at any time by the Board of Directors. Any officer may resign at any time by delivering a written notice of resignation signed by such officer, to the Chairperson, the Chief Executive Officer, the President, or the Secretary or, if permitted by law, by submitting an electronic transmission. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any vacancy occurring in any office of the Corporation by the death, resignation, removal or otherwise, shall be filled by the Board of Directors or, in its discretion, may be left vacant. Section 4.05. Authority and Duties of Officers. The officers of the Corporation shall have such authority and shall exercise such powers and perform such duties as may be specified in these Bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law. Section 4.06. The Chairperson. The Directors shall elect from among the members of the Board of Directors a Chairperson of the Board of Directors. The Chairperson shall have such duties and powers as set forth in these Bylaws or as shall otherwise be conferred upon him or her from time to time by the Board of Directors. The Chairperson shall preside over all meetings of the stockholders and of the Board of Directors. Section 4.07. The Vice Chairperson. The Directors may, but need not, elect from among the members of the Board of Directors a Vice Chairperson of the Board of Directors. The Vice Chairperson shall have such duties and powers as set forth in these Bylaws or as shall otherwise be conferred upon him or her from time to time by the Board of Directors. In the absence or disability of the Chairperson, the Vice Chairperson shall preside over all meetings of the stockholders and of the Board of Directors. Section 4.08. The Chief Executive Officer. The Chief Executive Officer shall have general control and supervision of the policies and operations of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall manage and administer the Corporation's business and affairs and shall also perform all duties and exercise all powers usually pertaining to the office of a chief executive officer of a corporation. Subject to such limitations as the Board of Directors may from time to time impose, he or she shall have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and other documents and instruments in connection with the business of the Corporation, and together with the Secretary or an Assistant Secretary, conveyances of real estate or other documents and instruments to which the seal of the Corporation is affixed. He or she shall have the authority to cause the employment or appointment of such employees and agents of the Corporation as the conduct of the business of the Corporation may require, to fix their compensation, and to remove or suspend any employee or agent appointed by the Chief Executive Officer or any subordinate officer or elected by the Board of Directors other than the Chairperson or the Vice Chairperson. The Chief Executive Page 19 of 30 By-Laws of The Phoenix Companies, Inc. 195 Exhibit G to the Plan of Reorganization Officer shall perform such duties and have such other powers as the Board of Directors may from time to time prescribe. Section 4.09. The President. The President, subject to the authority of the Chief Executive Officer, or, if the President is the Chief Executive Officer, then subject to the authority of the Chairperson, shall have primary responsibility for, and authority with respect to, the management of the day-to-day business and affairs of the Corporation. Subject to such limitations as the Board of Directors may from time to time impose, the President shall have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and other documents and instruments. The President shall have the authority to cause the employment or appointment of such employees and agents of the Corporation as the conduct of the business of the Corporation may require, to fix their compensation, and to remove or suspend any employee or agent elected or appointed by the President or any subordinate officer or elected by the Board of Directors except the Chief Executive Officer, the Chairperson or the Vice Chairperson. The President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. Section 4.10. The Vice Presidents. In the absence of the Chief Executive Officer and the President or in the event of their inability to act, the Executive or Senior Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their rank, shall perform the duties of the Chief Executive Officer and the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer and the President. The Vice Presidents shall have such designations, perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or the President may from time to time prescribe. Section 4.11. The Secretary. The Secretary shall have the following powers and duties: (a) he or she shall keep or cause to be kept a record of all the proceedings of the meetings of the stockholders and of the Board of Directors in books provided for that purpose; (b) he or she shall cause all notices to be duly given in accordance with the provisions of these Bylaws and as required by law; (c) whenever any committee shall be appointed pursuant to a resolution of the Board of Directors, he or she shall furnish a copy of such resolution to the members of such committee; (d) he or she shall be the custodian of the records and of the seal of the Corporation and cause such seal (or a facsimile thereof) to be affixed to all certificates representing shares of the Corporation prior to the issuance thereof and to all instruments the execution of which on behalf of the Corporation under its seal shall have been duly authorized in accordance with these Bylaws, and when so affixed he or she may attest the same; Page 20 of 30 By-Laws of The Phoenix Companies, Inc. 196 Exhibit G to the Plan of Reorganization (e) he or she shall properly maintain and file all books, reports, statements, certificates and all other documents and records required by law, the Certificate of Incorporation or these Bylaws; (f) he or she shall sign (unless the Chief Financial Officer, the Treasurer, an Assistant Treasurer or an Assistant Secretary shall have signed) certificates representing shares of the Corporation, the issuance of which shall have been authorized by the Board of Directors; (g) he or she shall have the power to authorize the seal of the Corporation to be affixed to any or all papers that may require it; and (h) he or she shall perform, in general, all duties incident to the office of secretary and such other duties as may be specified in these Bylaws or as may be assigned to him or her from time to time by the Board of Directors, the Chief Executive Officer or the President. Section 4.12. The Chief Financial Officer. The Chief Financial Officer of the Corporation shall have the following powers and duties: (a) he or she shall have charge and supervision over and be responsible for the moneys, securities, receipts and disbursements of the Corporation, and shall keep or cause to be kept full and accurate records of all receipts of the Corporation; (b) he or she shall cause the moneys and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositories as shall be selected in accordance with Section 8.04 of these Bylaws; (c) he or she shall cause the moneys of the Corporation to be disbursed by checks or drafts (signed as provided in Section 8.05 of these Bylaws) upon the authorized depositories of the Corporation and cause to be taken and preserved proper vouchers for all moneys disbursed; (d) he or she shall render to the Board of Directors, the Chief Executive Officer or the President, whenever requested, a statement of the financial condition of the Corporation and of all his or her transactions as Chief Financial Officer, and render a full financial report at the annual meeting of the stockholders, if called upon to do so; (e) he or she shall be empowered from time to time to require from all officers or agents of the Corporation reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Corporation; (f) he or she may sign (unless the Treasurer, an Assistant Treasurer or the Secretary or an Assistant Secretary shall have signed) certificates representing stock of the Corporation, the issuance of which shall have been authorized by the Board of Directors; and Page 21 of 30 By-Laws of The Phoenix Companies, Inc. 197 Exhibit G to the Plan of Reorganization (g) he or she shall perform, in general, all duties incident to the office of treasurer and such other duties as may be specified in these Bylaws or as may be assigned to him or her from time to time by the Board of Directors or the Chief Executive Officer. Section 4.13. The Treasurer. The Treasurer shall perform such duties and exercise such powers as may be assigned to him or her from time to time by the Chief Financial Officer or by the Board of Directors. In the absence or disability of the Chief Financial Officer, the duties of the Chief Financial Officer shall be performed and his or her powers may be exercised by the Treasurer; subject in any case to review and superseding action by the Board of Directors, the Chief Executive Officer or the President. Section 4.14. Additional Officers. The Board of Directors may appoint such other officers and agents as it may deem appropriate, and such other officers and agents shall hold their offices for such terms and shall exercise such powers and perform such duties as may be determined from time to time by the Board of Directors. The Board of Directors from time to time may delegate to the Chief Executive Officer, the President, or any Vice President the power to appoint subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties. Any such officer may remove any such subordinate officer or agent appointed by him or her, for or without cause. ARTICLE V CAPITAL STOCK Section 5.01. Certificates of Stock; Uncertified Shares. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the Corporation shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until each such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock in the Corporation represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of, the Corporation, by the Chief Executive Officer, the President or a Vice President, and by the Chief Financial Officer, the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, representing the number of shares registered in certificate form. Such certificate shall be in such form as the Board of Directors may determine, to the extent consistent with applicable law, the Certificate of Incorporation and these Bylaws. Section 5.02. Signatures; Facsimile. All signatures on the certificate referred to in Section 5.01 of these Bylaws may be in facsimile, engraved or printed form, to the extent permitted by law. In case any officer, transfer agent or registrar who has signed, or whose facsimile, engraved or imprinted signature has been placed upon, a certificate shall have ceased Page 22 of 30 By-Laws of The Phoenix Companies, Inc. 198 Exhibit G to the Plan of Reorganization to be an officer, transfer agent or registrar before such certificate is issued, it may issued by the Corporation with the same effect as if he or she were an officer, transfer agent or registrar at the date of issue. Section 5.03. Lost, Stolen or Destroyed Certificates. The Board of Directors may direct that a new certificate be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon delivery to the Corporation of an affidavit of the owner or owners of such certificate, setting forth such allegation. The Corporation may require the owner of such lost, stolen or destroyed certificate, or his or her legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate. Section 5.04. Transfer of Stock. Under surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Within a reasonable time after the transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the laws of the State of Delaware. Subject to the provisions of the Certificate of Incorporation and these Bylaws, the Board of Directors may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, transfer and registration of shares of the Corporation. Section 5.05. Record Date. In order to determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which shall not be more than sixty (60) nor fewer than ten (10) days before the date of such meeting. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights of the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. Page 23 of 30 By-Laws of The Phoenix Companies, Inc. 199 Exhibit G to the Plan of Reorganization Section 5.06. Registered Stockholders. Prior to due surrender of a certificate for registration of transfer, the Corporation may treat the registered owner as the person exclusively entitled to receive dividends and other distributions, to vote, to receive notice and otherwise to exercise all the rights and powers of the owner of the shares represented by such certificate, and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have notice of such claim or interests. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented to the Corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and transferee request the Corporation to do so. Section 5.07. Transfer Agent and Registrar. The Board of Directors may appoint one (1) or more transfer agents and one (1) or more registrars, and may require all certificates representing shares to bear the signature of any such transfer agents or registrars. ARTICLE VI INDEMNIFICATION Section 6.01. Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (a "Proceeding"), whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was or has agreed to become a Director or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or officer, of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such a Proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding and any appeal therefrom, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of a Proceeding by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys' fees) actually and reasonably incurred by such person in the defense or settlement of such Proceeding, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in Page 24 of 30 By-Laws of The Phoenix Companies, Inc. 200 Exhibit G to the Plan of Reorganization which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Notwithstanding the foregoing, but subject to Section 6.05 of these Bylaws, the Corporation shall not be obligated to indemnify a Director or officer of the Corporation in respect of a Proceeding (or part thereof) instituted by such Director or officer, unless such Proceeding (or part thereof) has been authorized by the Board of Directors. The termination of any Proceeding by judgment, order settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. Section 6.02. Successful Defense. To the extent that a present or former Director or officer of the Corporation has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 6.01 hereof or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. Section 6.03. Determination that Indemnification is Proper. Any indemnification of a present or former Director or officer of the Corporation under Section 6.01 hereof (unless ordered by a court) shall be made by the Corporation unless a determination is made that indemnification of the present or former Director or officer is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 6.01 hereof. Any indemnification of a present or former employee or agent of the Corporation under Section 6.01 hereof (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the present or former employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 6.01 hereof. Any such determination shall be made, with respect to a person who is a Director or officer at the time of such determination, (a) by a majority vote of the Directors who are not parties to such Proceeding, even though less than a quorum, or (b) by a committee of such Directors designated by majority vote of such Directors, even though less than a quorum, or (c) if there are no such Directors, or if such Directors so direct, by independent legal counsel in a written opinion, or (d) by the stockholders. Section 6.04. Advance Payment of Expenses. Expenses (including attorneys' fees) incurred by a Director or officer in defending any civil, criminal, administrative or investigative Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article. Such expenses (including attorneys' fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate. The Board of Directors may authorize the Corporation's counsel to represent such Director, officer, employee or agent in any Proceeding, whether or not the Corporation is a party to such Proceeding. Page 25 of 30 By-Laws of The Phoenix Companies, Inc. 201 Exhibit G to the Plan of Reorganization Section 6.05. Procedures for Indemnification of Directors and Officers. Any indemnification of a Director or officer of the Corporation under Sections 6.01 and 6.02, or advance of costs, charges and expenses to a Director or officer under Section 6.04 of these Bylaws, shall be made promptly, and in any event within thirty (30) days, upon the written request of the Director or officer. If a determination by the Corporation that the Director or officer is entitled to indemnification pursuant to this Article VI is required, and the Corporation fails to respond within thirty (30) days to a written request for indemnity, the Corporation shall be deemed to have approved such request. If the Corporation denies a written request for indemnity or advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty (30) days, the right to indemnification or advances as granted by this Article VI shall be enforceable by the Director or officer in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such Proceeding shall also be indemnified by the Corporation. It shall be a defense to any such Proceeding (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 6.04 of these Bylaws where the required undertaking, if any, has been received by the Corporation) that the claimant has not met the standard of conduct set forth in Section 6.01 of these Bylaws, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 6.01 of these Bylaws, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors, its independent legal counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. Section 6.06. Survival; Preservation of Other Rights. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Delaware General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligations then existing with respect to any state of facts then or previously existing or any Proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a "contract right" may not be modified retroactively without the consent of such Director, officer, employee or agent. The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Page 26 of 30 By-Laws of The Phoenix Companies, Inc. 202 Exhibit G to the Plan of Reorganization Section 6.07. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was or has agreed to become a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person or on such person's behalf in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article VI, provided that such insurance is available on acceptable terms, which determination shall be made by a vote of a majority of the entire Board of Directors. Section 6.08. Severability. If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys' fees), judgments, fines and amounts paid in settlement with respect to a Proceeding, whether civil, criminal, administrative or investigative, including a Proceeding by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article VI that shall not have been invalidated and to the fullest extent permitted by applicable law. ARTICLE VII OFFICES Section 7.01. Initial Registered Office. The initial registered office of the Corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 N. Orange Street in the City of Wilmington, County of New Castle. Section 7.02. Other Offices. The Corporation may maintain offices or places of business at such other locations within or without the State of Delaware as the Board of Directors may from time to time determine or as the business of the Corporation may require. ARTICLE VIII GENERAL PROVISIONS Section 8.01. Dividends. (a) Subject to any applicable provisions of law and the Certificate of Incorporation, dividends upon the shares of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors and any such dividend may be paid in cash, property, or shares of the Corporation's capital stock. Page 27 of 30 By-Laws of The Phoenix Companies, Inc. 203 Exhibit G to the Plan of Reorganization (b) A member of the Board of Directors, or a member of any committee designated by the Board of Directors, shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors, or by any other person as to matters the Director reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends, might properly be declared and paid. Section 8.02. Execution of Instruments. Subject to such limitations as the Board of Directors may from time to time impose and subject to Sections 8.05 and 8.06, the Chief Executive Officer, the President, any Vice President, the Secretary, the Chief Financial Officer or the Treasurer may enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. The Board of Directors may authorize any other officer or agent to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. Any such authorization must be in writing or by electronic transmission and may be general or limited to specific contracts or instruments. Section 8.03. Corporate Indebtedness. No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors. Such authorization may be general or confined to specific instances. Loans so authorized may be effected at any time for the Corporation from any bank, trust Corporation or other institution, or from any firm, corporation or individual. All bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation issued for such loans shall be made, executed and delivered as the Board of Directors shall authorize. When so authorized by the Board of Directors, any part of or all the properties, including contract rights, assets, business or good will of the Corporation, whether owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation. Section 8.04. Deposits. Any funds of the Corporation may be deposited from time to time in such banks, trust companies or other depositories as may be determined by the Board of Directors or the Chief Executive Officer, or by such officers or agents as may be authorized by the Board of Directors to make such determination. Section 8.05. Checks, Drafts, etc. All checks, drafts or demands for money and notes of the Corporation shall be signed by such officer or officers or such agent or agents of the Corporation, and in such manner, as the Board of Directors may from time to time determine. Page 28 of 30 By-Laws of The Phoenix Companies, Inc. 204 Exhibit G to the Plan of Reorganization Section 8.06. Sale, Transfer, etc. of Securities. To the extent authorized by the Board of Directors, any officer may sell, transfer, endorse, and assign any shares of stock, bonds or other securities owned by or held in the name of the Corporation, and may make, execute and deliver in the name of the Corporation, under its corporate seal, any instruments that may be appropriate to effect any such sale, transfer, endorsement or assignment. Section 8.07. Voting as Stockholder. Unless otherwise determined by resolution of the Board of Directors, the Chief Executive Officer, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend any meeting of stockholders of any corporation, partnership or other entity, in which the Corporation may hold stock or other equity interests, and to act, vote (or execute proxies to vote) and exercise in person or by proxy all other rights, powers and privileges incident to the ownership of such stock. Such officers acting on behalf of the Corporation shall have full power and authority to execute any instrument expressing consent to or dissent from any action of any such corporation, partnership or other entity, without a meeting. The Board of Directors may by resolution from time to time confer such power and authority upon any other person or persons. Section 8.08. Fiscal Year. The fiscal year of the Corporation shall commence on the first day of January of each year (except for the Corporation's first fiscal year which shall commence on the date of incorporation) and shall terminate each case on December 31. Section 8.09. Seal. The seal of Corporation shall be in such form as the Board of Directors may from time to time determine and shall contain the name of the Corporation, the year of its incorporation and the words "Corporate Seal" and "Delaware". The form of such seal shall be subject to alteration by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced, or may be used in any other lawful manner. Section 8.10. Books and Records; Inspection. Except to the extent otherwise required by law, the books and records of the Corporation shall be kept at such place or places within or without the State of Delaware as may be determined from time to time by the Board of Directors, the Chief Executive Officer or the President. ARTICLE IX AMENDMENT OF BYLAWS Section 9.01. Amendment. These Bylaws may be amended, altered or repealed: (a) by resolution adopted by a majority of the Board of Directors at any special or regular meeting of the Board of Directors if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of such meeting; or Page 29 of 30 By-Laws of The Phoenix Companies, Inc. 205 Exhibit G to the Plan of Reorganization (b) at any regular or special meeting of the stockholders upon the affirmative vote of the holders of three-fourths (3/4) or more of the combined voting power of the outstanding shares of the Corporation entitled to vote generally in the election of Directors if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting. ARTICLE X CONSTRUCTION Section 10.01. Construction. In the event of any conflict between the provisions of these Bylaws as in effect from time to time and the provisions of the Certificate of Incorporation of the Corporation as in effect from time to time, the provisions of such Certificate of Incorporation shall be controlling. Page 30 of 30 By-Laws of The Phoenix Companies, Inc. 206 Exhibit H to the Plan of Reorganization AMENDED AND RESTATED BY-LAWS PHOENIX LIFE INSURANCE COMPANY EFFECTIVE __________, 2001 Page 1 of 11 207 Exhibit H to the Plan of Reorganization ARTICLE I Meetings of the Shareholders ANNUAL MEETINGS AND SPECIAL MEETINGS SECTION 1.1 The Annual Meeting of the shareholders of the Company for the transaction of such business as the Board of Directors shall from time to time prescribe, shall be held on the third Monday of April or within sixty (60) days thereafter, as the Board of Directors may determine, either within or without the State of New York, as may be fixed from time to time by resolution of the Board of Directors and set forth in the notice or waiver of notice of the meeting. If the Board of Directors determines that the Annual Meeting shall be held on a date other than the third Monday of April, it shall notify the Superintendent of Insurance of the State of New York of the date of the Annual Meeting at least 60 days prior to the meeting. Special meetings of shareholders may be called at any time at the direction of the Chairperson or, in the event of his or her absence or disability, the Vice Chairperson or, in the event of his or her absence or disability, the Chief Executive Officer and shall be called at any time in accordance with the vote of the Directors, or at the written request of any three (3) of them. CHAIRPERSON, VICE CHAIRPERSON OR SECRETARY OF MEETINGS SECTION 1.2 The person designated pursuant to Section 2.10 hereof to preside at meetings of the Board of Directors shall act as Chairperson or, in the event of his or her absence or disability, as Vice Chairperson, of the meeting. The Secretary of the Board of Directors, unless he or she is absent or elects not to serve, shall act as the secretary of the meeting. Unless otherwise voted, the order of business at the meeting shall be as prescribed by the Chief Executive Officer or by such other person as may be presiding. ARTICLE II Board of Directors NUMBER, QUORUM AND ADJOURNMENTS SECTION 2.1 The authorized number of Directors of the Company shall be such number, not fewer than thirteen (13) nor more than thirty (30), as may be determined by a majority of the authorized number of Directors immediately prior to any such determination. No decrease in the authorized number of Directors shall shorten the term of any incumbent Director. At least two (2) of the principal officers of the Company shall be Directors but the number of officers and salaried employees who are Directors shall at all times be less than a quorum of the Board of Directors. A majority of the authorized number of Directors, at least one (1) of whom shall be a person as described in Section 1202(b)(1) of the New York Insurance Law (hereinafter referred Page 2 of 11 Amended and Restated By-Laws of Phoenix Life Insurance Company 208 Exhibit H to the Plan of Reorganization to in these Bylaws as "Independent Director(s)"), shall constitute a quorum for the transaction of business. Except as otherwise provided by law or these Bylaws, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Directors. A majority of the Directors present, whether or not a quorum shall be present, may adjourn any meeting. Notice of the time and place of an adjourned meeting of the Board of Directors shall be given if and as determined by a majority of the Directors present at the time of the adjournment. REGULAR BOARD OF DIRECTORS MEETINGS SECTION 2.2 The Board of Directors shall hold at least such number of meetings in each calendar year as may be required by law, but in any event, no fewer than four (4) regular meetings each year. Provided that at least one (1) of the regular meetings of the Board of Directors in a calendar year is or will be held within the State of New York, the other meetings of the Board of Directors in such calendar year may be held at such place within the United States or Canada in a jurisdiction in which the Company is licensed to do business on such dates and at such hours as the Board of Directors may from time to time determine. Except as otherwise required by law or these Bylaws, notice of regular meetings need not be given. SPECIAL BOARD MEETINGS AND WAIVER OF NOTICE SECTION 2.3 Special meetings of the Board of Directors shall be held whenever called by the Chief Executive Officer or by any three (3) Directors. Notice of each such special meeting shall be mailed to each Director at such Director's residence or usual place of business or other address filed with the Secretary to the Board of Directors for such purpose, or shall be sent to such Director by any form of telecommunication, or be delivered or given to such Director personally or by telephone, not later than the second day preceding the day on which such meeting is to be held. Notice of any meeting of the Board of Directors need not, however, be given to any Director who submits a signed waiver of notice, whether before or after the meeting, or who attend the meeting without protesting, prior thereto or at its commencement, the lack of notice. Every such notice shall state the time and place but, except as otherwise required by law or these Bylaws, need not state the purpose of the meeting. ELECTION OF DIRECTORS SECTION 2.4 The annual election of Directors shall be held at the Annual Meeting described in Section 1.1. The Directors of the Company shall be elected by the shareholders as prescribed by law. Page 3 of 11 Amended and Restated By-Laws of Phoenix Life Insurance Company 209 Exhibit H to the Plan of Reorganization QUALIFICATION OF DIRECTORS AND TERM SECTION 2.5 No person may stand for election or re-election or be appointed as a Director after attaining the age of seventy (70) years and the term of office of each Director who attains the age of seventy (70) years shall expire on the date of the annual election next occurring after such Director has attained such age, provided, however, that with the exception of the Chief Executive Officer, the term of a Director who is an Officer of the Company shall expire on the date that such Director retires or resigns as an Officer of the Company. Directors shall be elected by a plurality of the votes cast and shall hold office until the next annual election of Directors and until the election and qualification of their respective successors. The foregoing notwithstanding, to the extent any Director fails to conduct himself or herself in accordance with such written standards as may be established from time to time by the Board of Directors, then such Director may be removed through affirmative vote of at least two-thirds of the remaining Directors. ORGANIZATION MEETING OF DIRECTORS SECTION 2.6 As soon as practicable following the Annual Meeting of the Company, the Directors shall commence a regular meeting of the Board of Directors which shall be the Organization Meeting of the Board of Directors. At such meeting the Board of Directors shall elect Officers or take such other actions as they deem appropriate, including reviewing the annual report, appointing an auditor, and appointing Directors to the Board of Directors committees. PARTICIPATION BY TELEPHONE SECTION 2.7 Any one (1) or more members of the Board of Directors or any committee thereof may participate in any meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting of the Board of Directors or such committee for quorum and voting purposes. ACTION WITHOUT A BOARD OF DIRECTORS MEETING SECTION 2.8 If in the opinion of the Chief Executive Officer circumstances exist which require the immediate taking of any action which is required or permitted to be taken by the Board of Directors or any committee thereof, such action may be taken without a meeting if all members of the Board of Directors or such committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board of Directors or such committee shall be filed with the minutes of the proceedings of the Board of Directors or committee. Page 4 of 11 Amended and Restated By-Laws of Phoenix Life Insurance Company 210 Exhibit H to the Plan of Reorganization BOARD OF DIRECTORS VACANCIES SECTION 2.9 Any vacancy in the Board of Directors, including any vacancy resulting from an increase in the authorized number of Directors, may be filled, until the next annual election of Directors, at any regular or special meeting of the Board of Directors by the affirmative vote of a majority of the remaining Directors. CHAIRPERSON OF THE BOARD OF DIRECTORS, VICE CHAIRPERSON AND SECRETARY SECTION 2.10 At the Organization Meeting, the Board of Directors may elect a Chairperson of the Board of Directors, who shall be an officer of the Company and who shall discharge such duties as may be assigned from time to time by the Directors. The Board of Directors also may elect a Vice Chairperson of the Board of Directors, who shall be an officer of the Company and who shall discharge such duties as may be assigned from time to time by the Directors. The Chairperson or, in the event of his or her absence or disability, the Vice Chairperson, shall preside at all meetings of the Board of Directors and, in his or her absence or disability, the President of the Company shall preside. In the absence of the persons above designated to preside at a meeting, the Board of Directors shall appoint a Chairperson pro tem. At the Organization Meeting, the Board of Directors shall elect a Secretary of the Board of Directors, who shall attend the meetings of the Board of Directors, shall keep the minutes of such meetings, shall send notices thereof, if any, and shall perform such other duties as may be attendant to such office. The Secretary of the Board of Directors need not be a member of the Board of Directors. If at any time the Secretary is absent or unable to discharge such duties, the Board of Directors shall appoint a Secretary pro tem. ARTICLE III Committees STANDING COMMITTEES SECTION 3.1 The Board of Directors shall have the following standing committees, each consisting of not fewer than five (5) Directors, as shall be determined by the Board of Directors: Audit Committee Executive Committee Human Resources Committee Investment Committee Nominating Policyholder and External Affairs Committee Page 5 of 11 Amended and Restated By-Laws of Phoenix Life Insurance Company 211 Exhibit H to the Plan of Reorganization All members of the Audit Committee, the Human Resources Committee and the Nominating Committee shall be Independent Directors. At least one-third of the members of each other standing committee shall be Independent Directors. DESIGNATION OF MEMBERS AND CHAIRPERSONS OF STANDING COMMITTEES SECTION 3.2 At its Organization Meeting each year, the Board of Directors, by resolution adopted by a majority of the then authorized number of Directors, shall designate from among the Directors the members of the standing committees and from among the members of each such committee a chairperson thereof, each of whom shall serve as such, at the pleasure of the Board of Directors, so long as they shall continue in office as Directors, and through the next succeeding Annual Meeting of the Company. The Board of Directors may by similar resolution designate one (1) or more Directors as alternate members of such committees, who may replace any absent member or members at any meeting of such committees, but only an Independent Director may be designated as an alternate member to the Audit Committee, the Human Resources Committee or the Nominating Committee. Vacancies in the membership or chairperson of any standing committee may be filled in the same manner as the original designations at any regular or special meeting of the Board of Directors, and the Chief Executive Officer may designate from among the remaining members of any standing committee whose chairperson is vacant a chairperson who shall serve until a successor is designated by the Board of Directors. NOTICES OF TIMES OF MEETING OF STANDING COMMITTEES AND PRESIDING MEMBERS SECTION 3.3 Meetings of each standing committee shall be held upon call of the Chief Executive Officer, or upon call of the chairperson of such standing committee or of two members of such standing committee. Meetings of each standing committee may also be held at such other times as such committee may determine. Meetings of a standing committee shall be held at such places and upon such notice as such committee may determine or as may be specified in the calls of such meetings. Any such chairperson, if present, or such member or members of each committee as may be designated by the Chief Executive Officer, shall preside at meetings thereof or, in the event of the absence or disability of any thereof or failing such designation, the committee shall select from among its members present a presiding Member. QUORUM SECTION 3.4 At each meeting of any committee there shall be present to constitute a quorum for the transaction of business at least a majority of the members of such committee, at least one (1) of whom is an Independent Director. Any alternate member who is replacing an absent member shall be counted in determining whether a quorum is present. The vote of a majority of the members present at a meeting of any standing committee at the time of the vote, if a quorum is present at such time, shall be the act of such committee. Page 6 of 11 Amended and Restated By-Laws of Phoenix Life Insurance Company 212 Exhibit H to the Plan of Reorganization STANDING COMMITTEE MINUTES SECTION 3.5 Each of the standing committees shall keep minutes of its meetings, which shall be reported to the Board of Directors at its regular meetings and, if called for by the Board of Directors, at any special meeting. EXECUTIVE COMMITTEE SECTION 3.6 The Executive Committee shall consist of five (5) or more Directors, as the Board of Directors may determine from time to time, a majority of whom shall be Independent Directors. This Committee shall have general power to act for the Board of Directors in the intervals between meetings of the Board of Directors on all matters of policy and direction relating to the conduct of the affairs of the Company, subject to such limitations as the Board may from time to time impose. INVESTMENT COMMITTEE SECTION 3.7 The Investment Committee shall consist of five (5) or more Directors, as the Board of Directors may determine from time to time, a majority of whom shall be Independent Directors. This Committee shall review the investment policies and programs of the Company, including, but not limited to, the purchase and sale of bonds, stocks, other securities, real estate, mortgages and all other investments. The Investment Committee shall supervise the financial affairs of the Company. Except as otherwise ordered by the Board of Directors (i) no investment or loan, other than a policy loan and no sale, assignment, exchange, extension or transfer thereof, shall be made unless the same has been authorized or approved by the Investment Committee; and (ii) the Investment Committee shall designate from time to time depositories of the Company's funds. AUDIT COMMITTEE SECTION 3.8 The Audit Committee shall consist of five (5) or more Directors, as the Board of Directors may determine from time to time, all of whom shall be Independent Directors. The Audit Committee shall, prior to the last meeting of the Board of Directors in each calendar year, recommend to the Board of Directors the selection of independent certified public accountants for the ensuing fiscal year. This Committee shall engage such independent certified public accountants selected by the Board of Directors to audit and examine the financial position of the Company and shall prescribe the scope of such audit and of any internal audit. It shall review the Company's financial condition, and the scope and results of the independent audit and any internal audit, and shall from time to time confer with such independent certified public accounts and with management and review recommendations of such independent accountants and management with respect to the business of the Company and the business of any majority-owned subsidiary of the Company. The Audit Committee shall report to the Board of Directors upon the annual report of such independent certified public accountants and at such other times as the Audit Committee may deem necessary. Page 7 of 11 Amended and Restated By-Laws of Phoenix Life Insurance Company 213 Exhibit H to the Plan of Reorganization HUMAN RESOURCES COMMITTEE SECTION 3.9 The Human Resources Committee shall consist of five (5) or more Directors, as the Board of Directors may determine from time to time, all of whom shall be Independent Directors. This Committee shall exercise general supervision of compensation and personnel administration and all activities conducted by the Company in the interest of the health, welfare and safety of Company personnel, shall evaluate the performance of officers deemed by such Committee to be principal officers, and shall make recommendations to the Board of Directors as to the selection of and compensation payable to such principal officers. POLICYHOLDER AND EXTERNAL AFFAIRS COMMITTEE SECTION 3.10 The Policyholder and External Affairs Committee shall consist of five (5) or more Directors as the Board of Directors may determine from time to time, a majority of whom shall be Independent Directors. This Committee shall be responsible for matters relating to the interests of the policyholders and customers of the Company and shall exercise general supervision over the Company's policies and practices with respect to its insurance contracts, including both those pertaining to policyholder dividends and surplus generally and those pertaining to the insurance contracts in the closed block of contracts created pursuant to the Company's conversion from a mutual life insurance company to a stock insurance company. Annually the Committee shall make a written report to the Board of Directors recommending for the ensuing year the interest rates payable in funds held by the Company under policies or other contracts entitled by their terms to such interest. This Committee shall review generally the activities of the various businesses conducted by the Company and shall also exercise general supervision of the Company's external activities, including, but not limited to, government relations, charitable contributions, public benefit programs and compliance with policies on ethical business conduct and other corporate responsibility matters. NOMINATING COMMITTEE SECTION 3.11 The Nominating Committee shall consist of five (5) or more Directors, as the Board of Directors may determine from time to time, all of whom shall be Independent Directors. This Committee shall have responsibility for nominating candidates for Director for election by shareholders and shall make recommendations to the Board of Directors with respect to the filling of vacancies on the Board of Directors. SPECIAL COMMITTEES SECTION 3.12 The Board of Directors may from time to time, by resolution adopted by a majority of the entire Board of Directors, designate one (1) or more Directors to serve as a special committee of the Board of Directors to act upon such matters permitted by law as the Board of Directors shall specify in such resolution. Each special committee, except as otherwise prescribed by law, shall have or may exercise the authority of the Board of Directors to the extent provided in the resolution establishing such committee. The members of the committee shall serve at the pleasure of the Board of Directors. The Board of Directors shall designate one Page 8 of 11 Amended and Restated By-Laws of Phoenix Life Insurance Company 214 Exhibit H to the Plan of Reorganization (1) of the members of each special committee to serve as chairperson thereof. All provisions of Sections 3.3, 3.4 and 3.5 of these Bylaws shall apply to special committees. Nothing herein shall be deemed to prevent the Chief Executive Officer from appointing one (1) or more special committees of directors to advise him or her on any matter, provided that no such committee shall have or exercise any authority of the Board of Directors. ARTICLE IV Officers PRINCIPAL OFFICERS SECTION 4.1 The Board of Directors shall determine who shall act as Chief Executive Officer of the Company. In its discretion, the Board of Directors may also designate a Chief Operating Officer. The Board of Directors in its discretion may also from time to time designate one or more other officers as principal officers. CHIEF EXECUTIVE OFFICER SECTION 4.2 The Chief Executive Officer of the Company shall have the general executive management of its affairs, and may decide upon and execute all matters not otherwise covered by action of the Board of Directors or Executive Committee or more specifically provided for in the Bylaws. In the absence of action by the Board of Directors, the Chief Executive Officer may from time to time prescribe and assign such duties, functions and authority among officers or other employees and representatives as he or she shall determine are necessary or desirable for the proper conduct of the business of the Company. CHIEF OPERATING OFFICER SECTION 4.3 The Chief Operating Officer, if any, shall assist the Chief Executive Officer in the execution of his or her duties and shall have such other duties as the Board of Directors or the Chief Executive Officer may from time to time determine. PRESIDENT AND OTHER OFFICERS SECTION 4.4 At each Organization Meeting, the Board of Directors shall elect a President, who shall hold office until the next Organization Meeting and until the election of a successor or until his or her earlier death, removal or resignation. The President may also serve as the Chief Executive Officer or Chief Operating Officer. If a vacancy occurs in the office of President for any reason, such vacancy shall be filled by the Board of Directors at any regular or special meeting of the Board of Directors. Page 9 of 11 Amended and Restated By-Laws of Phoenix Life Insurance Company 215 Exhibit H to the Plan of Reorganization In addition to the President, the Board of Directors shall elect or appoint such other officers, including a Secretary, one (1) or more Assistant Secretaries and one (1) or more Vice Presidents as it may determine for the conduct of the business of the Company. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary. Officers other than the Chief Executive Officer shall have such powers and perform such duties as may be assigned to them by these Bylaws or by or pursuant to authorization of the Board of Directors or the Chief Executive Officer. The Board of Directors may, in its discretion, delegate to the Chief Executive Officer authority to appoint and discharge any officers other than principal officers. Notwithstanding any such delegation to the Chief Executive Officer, all officers shall hold office at the pleasure of the Board of Directors, which retains authority to terminate any officer at any time. A vacancy in any office may be filled by the Board of Directors at any meeting. ARTICLE V Execution of Paper INSTRUMENTS SECTION 5.1 Subject to such limitations as the Board of Directors may by resolution establish, any employee or officer designated for such purpose by the Chief Executive Officer or the Board of Directors, shall have power to execute all instruments in writing necessary or desirable for the Company to execute in the transaction and management of its business and affairs and to affix the corporate seal thereto. DISPOSITION OF FUNDS SECTION 5.2 All funds of the Company deposited in its name shall be subject to disposition by check or other means, in such manner as the Board of Directors may from time to time determine. SIGNATURES ON POLICIES AND CERTAIN OTHER CONTRACTS SECTION 5.3 The Chief Executive Officer may appoint one (1) or more registrars. All policies of insurance and annuity contracts shall be signed by the Chairperson or, in his or her absence or disability, the Vice Chairperson (if any), of the Board of Directors, the President, a Vice President, the Secretary or an Assistant Secretary. Such signatures may be in facsimile, provided such policies and contracts are countersigned by a Registrar or a Vice President. All policy endorsements and modifications (other than endorsement of the exercise of a right or option provided for in a policy) and all contracts incident, related or supplementary to policies of insurance and annuity contracts shall be signed by the Chairperson, or, in his or her absence or disability, the Vice Chairperson (if any) of the Board of Directors, the President, a Vice Page 10 of 11 Amended and Restated By-Laws of Phoenix Life Insurance Company 216 Exhibit H to the Plan of Reorganization President, the Secretary, or an Assistant Secretary. Any such signature may be in facsimile provided there is a countersignature by a Registrar or a Vice President. ARTICLE VI General INDEMNIFICATION OF DIRECTORS AND OFFICERS SECTION 6.1 To the full extent permitted by the laws of the State of New York, the Company shall indemnify any person made or threatened to be made a party to any action, proceeding or investigation, whether civil or criminal, by reason of the fact that such person, or such person's testator or intestate: (1) is or was a Director, officer or employee of the Company; or (2) serves or served another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity at the request of the Company, and at the time of such services, was a director, officer or employee of the Company. against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with or as a result of such action, proceeding or investigation, or any appeal therein. Subject to applicable law, the indemnification provided in this Article VI shall not be deemed to be exclusive of any other rights to which a director, officer or employee of the Company seeking indemnification may be entitled. ARTICLE VII Amendment of Bylaws SECTION 7.1 These Bylaws or any of them may be amended, altered or repealed by a vote of two-thirds of the Directors present at any regular or special meeting, provided that any such proposed amendment, alteration or repeal shall have been submitted in writing and filed with the Secretary of the Board of Directors at least thirty (30) days before being presented at such a meeting. The notice of the meeting at which action may be taken upon such proposal to amend, change or repeal these Bylaws shall contain a statement in general terms that such action has been proposed. Notwithstanding the foregoing, Section 6.1 of these Bylaws may not be amended, altered or repealed by the Board of Directors so as to affect adversely any then existing rights of any director, officer or other person designated therein. Page 11 of 11 Amended and Restated By-Laws of Phoenix Life Insurance Company 217 Exhibit I to the Plan of Reorganization THE PHOENIX COMPANIES, INC. DIRECTORS STOCK PLAN ARTICLE I. PURPOSE The purpose of the "THE PHOENIX COMPANIES, INC. DIRECTORS STOCK PLAN" (the "Plan") is to enable the Company to attract, retain and motivate well qualified non-employee directors and to enhance a long-term mutuality of interests between the non-employee directors and stockholders of the Company by granting stock and stock options as provided herein. ARTICLE II. DEFINITIONS 2.1 Definitions. Whenever used herein, the following terms shall have the respective meanings set forth below: (a) "Award" means any Option or Share Award. (b) "Board" means the Board of Directors of the Company. (c) "Cash Fees" means the amount of any fees that would, absent an election to receive an Elective Share Award pursuant to the terms of the Plan, be payable by the Company in cash to a Participant for any services to be performed by the Participant. (d) "Code" means the Internal Revenue Code of 1986, as amended. (e) "Common Stock" means the common stock of the Company, par value $0.01 per share. (f) "Company" means The Phoenix Companies, Inc., a Delaware corporation, and any successor thereto. (g) "Deferred Share" means a contractual right to receive one (1) Share on a deferred basis in accordance with the terms of the Plan. (h) "Elective Share Award" means any award of Shares made by reason of the election of a Participant to receive Shares in lieu of Cash Fees; provided that in no event shall any Elective Share Awards be issued prior to the second anniversary of the Initial Public Offering. Page 1 of 11 The Phoenix Companies, Inc. Directors Stock Plan 218 (i) "Fair Market Value" means, on any date, the closing price of a Share as reported in the principal consolidated transaction reporting system for the New York Stock Exchange (or on such other recognized quotation system on which the trading prices of the Common Stock are quoted at the relevant time on such date). In the event that there are no Common Stock transactions reported on such tape (or other system) on such date, Fair Market Value means the closing price on the immediately preceding date on which Common Stock transactions were so reported. (j) "Family Member" means, as to a Participant, any (i) child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships), of such Participant, (ii) trust for the exclusive benefit of any of such persons and (iii) other entity owned solely by any such persons. (k) "Fee Share Award" means any award of Shares made at the direction of the Board in lieu of Cash Fees. (l) "Initial Public Offering" means the first day as of which sales of Common Stock are made to the public pursuant to the first underwritten public offering of the Common Stock. (m) "Option" means the right to purchase one (1) Share at a stated purchase price on the terms specified in Article V of the Plan. The Options are nonstatutory stock options not intended to qualify under Section 422 of the Code. (n) "Participant" means a member of the Board who is not an officer or employee of the Company or any entity controlling, controlled by, or under common control with the Company, and is not the beneficial owner of a controlling interest in the voting stock of the Company or of any entity that holds a controlling interest in the Company's voting stock. (o) "Plan" means The Phoenix Companies, Inc. Directors Stock Plan, as set forth herein and as amended from time to time. (p) "Share" means a share of Common Stock. (q) "Share Award" means any Elective Share Award or Fee Share Award. (r) "Stock Account" means a memorandum account established to record the deferral of certain compensation otherwise payable to a Participant which shall be deemed invested in Deferred Shares. (s) "Stock Incentive Plan" means The Phoenix Companies, Inc. Stock Incentive Plan, as the same may be amended from time to time. Page 2 of 11 The Phoenix Companies, Inc. Directors Stock Plan 219 2.2 Gender and Number. Except when otherwise indicated by the context, words in the masculine gender used in the Plan shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular. ARTICLE III. ADMINISTRATION 3.1 Rules, Interpretation and Determinations. The Plan shall be administered by the Board. The Board shall have full authority to interpret and administer the Plan, to establish, amend and rescind rules for carrying out the Plan, to construe the respective option agreements and to make all other determinations and to take all other actions that it deems necessary or advisable for administering the Plan; provided, however, that, prior to the fifth anniversary of the Demutualization, no adoption of any material rule relating to this Plan, no material amendment of any such rule, and no rescission of any material rule relating to this Plan, shall become effective unless the Company shall have notified the New York State Insurance Department in writing of its intention thereof and delivered a copy of any such proposed adoption, amendment or rescission at least 60 days prior to the proposed effective date thereof, or such shorter time as it may permit, and it has not disapproved such adoption, amendment or rescission within such period. Each determination, interpretation or other action made or taken by the Board shall be final and binding for all purposes and upon all persons, unless such determination, interpretation or action is inconsistent with or contrary to any determination by the New York State Insurance Department in accordance with this Plan, in which case the Board's determination, interpretation or action shall be void as of the date of the Department's determination. It is hereby provided that, prior to any such determination by the New York State Insurance Department, the Company will be provided with written notice thereof and a reasonable opportunity to respond to such determination by the Department. 3.2 Agents and Expenses. The Board may appoint agents (who may be officers or employees of the Company) to assist in the administration of the Plan and may grant authority to such persons to execute agreements or other documents on its behalf. The Board may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion from any such counsel or consultant and any computation received from any such consultant or agent. All expenses incurred in the administration of the Plan, including, without limitation, for the engagement of any counsel, consultant or agent, shall be paid by the Company. ARTICLE IV. SHARES; ADJUSTMENT UPON CERTAIN EVENTS 4.1 Source of Shares. Shares to be issued under the Plan may consist, in whole or in part, of treasury shares or authorized but unissued Shares not reserved for any other purpose. Page 3 of 11 The Phoenix Companies, Inc. Directors Stock Plan 220 4.2 Number of Share Awards. Subject to the provisions of Section 4.5 hereof, the aggregate number of Shares that may be issued under the Plan as Share Awards under Article VI shall not exceed 500,000 Shares. 4.3 Number of Options. Subject to the provisions of Section 4.5 hereof, the aggregate number of Shares issuable under the Plan pursuant to Options shall not exceed 0.5% of the total number of Shares outstanding immediately after the Initial Public Offering. 4.4 Canceled, Terminated, or Forfeited Options. In the event Options are for any reason canceled, terminated or otherwise settled without the issuance of any Common Stock (including, but not limited to, shares tendered to exercise outstanding Options or shares tendered or withheld for taxes), the Shares subject to such Options shall again be available for the granting of Options under the Plan and the Stock Incentive Plan. 4.5 Adjustment in Capitalization. In the event of any Share dividend or Common Stock split, recapitalization (including, but not limited to, the payment of an extra ordinary dividend), merger, consolidation, combination, spin-off, distribution of assets to stockholders (other than ordinary cash dividends), exchange of shares, or other similar corporate change, the aggregate number of shares of Common Stock available for Awards pursuant to either Section 4.2 or Section 4.3, distributable in respect of deferred Shares or subject to outstanding Options, and the respective exercise prices applicable to outstanding Options shall be appropriately adjusted by the Board and the Board's determination shall be conclusive, unless such determination is inconsistent with or contrary to any determination by the New York State Insurance Department in accordance with this Plan, in which case the Board's determination shall be void as of the date of the Department's determination. It is hereby provided that, prior to any such determination by the New York State Insurance Department, the Company will be provided with written notice thereof and a reasonable opportunity to respond to such determination by the Department. It is hereby further provided however, that no adjustment shall occur by reason of the issuance of Common Stock in accordance with the demutualization of the predecessor to the Company and that any fractional shares resulting from any such adjustment shall be disregarded. 4.6 Certain Limitations and Restrictions. The aggregate number of Shares available under Sections 4.2 and 4.3 shall reduce, on a Share for Share basis, the number of Shares available under the Stock Incentive Plan. Subject to the provisions of Section 4.5 hereof and Section 5.3 of the Stock Incentive Plan, the total number of Shares available under the Plan and the Stock Incentive Plan is as follows: (i) with respect to any person who on April 17, 2000 was, or at any time thereafter became or becomes, an officer, director, employee or agent of the Company and/or any of its Subsidiaries other than Phoenix Investment Partners, Ltd. ("PXP")(including, without limitation, any such officer, director, employee or agent who on April 17, 2000 also was, or at any time thereafter became or becomes an officer, director or employee of PXP), the aggregate number of Shares that are or may be subject to options under the Stock Incentive Plan, Page 4 of 11 The Phoenix Companies, Inc. Directors Stock Plan 221 when added to the aggregate number of Shares that are or may be subject to Options or other grants under the Plan, shall not exceed 5% of the total number of Shares outstanding immediately after the Initial Public Offering and (ii) with respect to any officer or employee of PXP (excluding any such person included in clause (i) of this Section 4.6), the aggregate number of Shares issuable under the Stock Incentive Plan shall not exceed 1% of the total number of Shares outstanding immediately after the Initial Public Offering. In addition, for the avoidance of doubt, no non-employee director of PXP may receive any Shares or Options under the Plan or any options under the Stock Incentive Plan as a consequence of his or her position as a non-employee director of PXP. ARTICLE V. AWARDS AND TERMS OF OPTIONS 5.1 Grant. The Board shall, subject to the approval of the Board, determine the Participants to whom Options shall be granted and, subject to Section 5.2, the terms and conditions of any and all Options granted to Participants. In making such determination, the Board shall give due consideration to such factors as it deems appropriate, including, but not limited to, the performance of the Company. Any Options granted hereunder prior to the fifth anniversary of the Initial Public Offering shall be granted in substitution for a portion and shall in no event exceed fees that would otherwise have been payable in cash to the Participant for services as a director and not subject to a Share Award, in such manner and on such basis as the Board shall reasonably determine (including, without limitation, by application of the Black-Scholes option valuation methodology). Notwithstanding any other contrary provision in the Plan, no Options shall be granted prior to the first anniversary of the Initial Public Offering. 5.2 Option Agreement. Options shall be evidenced by a written option agreement embodying the following terms: (a) Exercise Price. The exercise price per Share of an Option shall be not less than the Fair Market Value on the date such Option is granted. (b) Period of Exercisability. Each Option granted hereunder shall be immediately exercisable; provided that, in no event shall any Option be or become exercisable hereunder prior to the second anniversary of the Initial Public Offering and, if and to the extent this proviso limits the exercisability of any Option, the portion so limited shall become exercisable on such second anniversary. Each Option shall, if not previously exercised in accordance with the terms of the Plan, in all events expire upon the tenth (10th) anniversary of the date of the grant thereof. If a Participant shall cease to provide services to the Company, such Participant or, in the case of death, the Participant's estate or beneficiary, may exercise any Option held by the Participant at the date his or her service terminates until the earlier of (A) three (3) years from the date the Participant ceased to provide services to the Company and (B) the tenth anniversary of the date the Option was granted; provided, however, that if the Participant's service as a member of the Board terminates prior to the second Page 5 of 11 The Phoenix Companies, Inc. Directors Stock Plan 222 anniversary of the Initial Public Offering, the Option may not be exercised prior to such second anniversary. (c) Procedure for Exercise. A Participant electing to exercise one (1) or more Options shall give written notice to the Secretary of the Company of such election and of the number of Shares he has elected to purchase. No shares shall be delivered pursuant to any exercise of an Option unless arrangements satisfactory to the Board have been made to assure full payment of the option price therefor. Without limiting the generality of the foregoing, payment of the Option price may be made (i) in cash or its equivalent, (ii) by exchanging shares of Common Stock owned by the optionee (which are not the subject of any pledge or other security interest), (iii) through an arrangement with a broker approved by the Company whereby payment of the exercise price is accomplished with the proceeds of the sale of Common Stock or (iv) by any combination of the foregoing; provided that the combined value of all cash and cash equivalents paid and the Fair Market Value of any such Common Stock so tendered to the Company, valued as of the date of such tender, is at least equal to such Option price. The Company may not make a loan to a Participant to facilitate such Participant's exercise of any of his or her Options. ARTICLE VI. SHARE AWARDS 6.1 Fee Share Awards. Commencing with respect to fees payable for services rendered after the first anniversary of the Initial Public Offering, the Board may require that up to one-half of the Cash Fees otherwise payable to a Participant be payable in Shares, issuable as of the first day of the calendar quarter (or, with respect to the first Fee Share Award, the first day of the first calendar month after the twelve month anniversary of the Initial Public Offering) with respect to which the Cash Fees would otherwise have been payable to the Participant in cash (the "Date of Issuance"). Notwithstanding the foregoing, if the Date of Issuance determined in the preceding sentence is not a business day, the grant of Shares shall be made on the next following business day. The number of Shares to be issued as a Fee Share Award as of each Date of Issuance shall equal the greatest number of whole Shares derived from the quotient of (i) the dollar amount of the Cash Fees the Board has determined to pay in Shares and (ii) the Fair Market Value on the Date of Issuance. If, after the application of the preceding formula as of any Date of Issuance, there is a cash remainder, the Company shall pay the Participant the amount of such cash remainder as soon as practicable following such Date of Issuance. In no event shall any Shares acquired pursuant to any Fee Share Award be sold by a Participant prior to the second anniversary of the Initial Public Offering. 6.2 Elective Share Awards. Commencing with respect to Cash Fees payable for services rendered after the second anniversary of the Initial Public Offering, a Participant may elect to have any portion of the fees that would otherwise have been payable to the Participant in cash for services as a director (less any amounts paid as Fee Share Awards or, until the fifth anniversary of the Initial Public Offering, granted as Options) paid in Page 6 of 11 The Phoenix Companies, Inc. Directors Stock Plan 223 Shares. The Date of Issuance in respect of any Cash Fees which are part of the Participant's annual retainer fees shall be the first day of the calendar quarter with respect to which the related Cash Fees would otherwise have been payable to the Participant, and in respect of any other Cash Fees, as of the first day of the calendar quarter following the quarter with respect to which such Cash Fees would otherwise have been payable to the Participant. Notwithstanding the foregoing, if the Date of Issuance determined in the preceding sentence is not a business day, the grant of Shares shall be made on the next following business day. The number of Shares to be issued as an Elective Share Award as of each Date of Issuance shall equal the greatest number of whole Shares derived from the quotient of (i) the dollar amount of the Cash Fees elected to be paid in Shares at such Date of Issuance in accordance with the second preceding sentence and (ii) the Fair Market Value on the Date of Issuance. If, after the application of the preceding formula as of any Date of Issuance, there is a cash remainder, the Company shall pay the Participant the amount of such cash remainder as soon as practicable following such Date of Issuance. ARTICLE VII. RECEIPT OF SHARE AWARDS 7.1 Election. A Participant may elect to defer receipt of all or any part of the Shares issuable to the Participant in respect of any Share Award. Any such election shall be made (a) as to which the Date of Issuance is in the same calendar year in which the Plan becomes effective, within thirty days of the date this Plan is adopted and (b) with respect to any other Fee Share Award or Elective Share Award, by December 31 of the calendar year prior to the year in which the Date of Issuance would otherwise occur. Notwithstanding the immediately preceding sentence, any person who becomes a Participant after the adoption of the Plan may elect, not later than the end of the calendar month in which the Participant becomes a member of the Board, to defer delivery of all or any part of the Shares deliverable in respect of any Share Award to be made following such election. 7.2 Form and Duration of Election. An election to defer receipt shall be made by written notice filed with the Secretary of the Company. Such election shall continue in effect (including with respect to Share Awards for subsequent calendar years) unless and until the Participant revokes or modifies such election by written notice filed with the Secretary of the Company. Any such revocation or modification of a deferral election shall become effective as of the end of the calendar year in which such notice is given and only with respect to Share Awards to be made in subsequent calendar years. Amounts credited to the Participant's Stock Account prior to the effective date of any such revocation or modification of a deferral election shall not be affected by such revocation or modification and shall be distributed only in accordance with the otherwise applicable terms of the Plan. A Participant who has revoked an election to participate in the Plan may file a new election to defer Share Awards with respect to Shares to be granted in the calendar year following the year in which such election is filed. Page 7 of 11 The Phoenix Companies, Inc. Directors Stock Plan 224 7.3 Stock Account. Any Share Award as to which a Participant has elected to defer delivery of the Shares shall be credited to the Participant's Stock Account and shall be deemed to be invested in a number of Deferred Shares equal to the number of Shares that would otherwise have been delivered to the Participant. Whenever a dividend other than a dividend payable in the form of Shares is declared with respect to the Shares, the number of Deferred Shares in the Participant's Stock Account shall be increased by the number of Deferred Shares determined by dividing (a) the product of (i) the number of Deferred Shares in the Participant's Stock Account on the related dividend record date and (ii) the amount of any cash dividend declared by the Company on a Share (or, in the case of any dividend distributable in property other than Shares, the per share value of such dividend, as determined by the Company for purposes of income tax reporting) by (b) the Fair Market Value on the related dividend payment date. In the case of any dividend declared on Shares which is payable in Shares, the Participant's Stock Account shall be increased by the number of Deferred Shares equal to the product of (a) the number of Deferred Shares credited to the Participant's Stock Account on the related dividend record date and (b) the number of Shares (including any fraction thereof) distributable as a dividend on a Share. In the event of any change in the number or kind of outstanding Shares by reason of any recapitalization, reorganization, merger, consolidation, stock split or any similar change affecting the Shares, other than a stock dividend as provided above, the Board shall make an appropriate adjustment in the number of Deferred Shares credited to the Participant's Stock Account. 7.4 Distribution from Accounts Upon Termination of Service as a Director. All distributions from the Participant's Stock Account shall be made in Shares. At the time a Participant makes a deferral election pursuant to Section 7.1, the Participant shall also file with the Secretary of the Company a written election with respect to whether such distribution (a) shall commence immediately following the date the Participant ceases to be a Participant or on the first business day of any calendar year following the calendar year in which the Participant ceases to be a Participant and (b) shall be in one lump-sum or in such number of annual installments (not to exceed ten) as the Participant may designate. If installments are elected, the number of Shares distributable with respect to each installment shall be equal to the number of Deferred Shares then credited to the Stock Account times a fraction, the numerator of which is one (1) and the denominator of which is the number of installments (including the current installment) remaining to be paid. A Participant may at any time, and from time to time, change any distribution election applicable to the Participant's Stock Account; provided that no election to change the timing of any such distribution shall be effective unless it is made in writing and received by the Secretary of the Company at least one full calendar year prior to the time at which the Participant ceases to provide services to the Company. If a Participant fails to specify a commencement date for a distribution in accordance with this Section 7.4, such distribution shall commence on the first business day of the calendar year immediately following the year in which the Participant ceases to be a Participant. If a Participant fails to specify whether distribution shall be made in a lump-sum or in a number of installments, such distribution shall be made in a lump-sum. In the case of any distribution being made in annual installments, each installment after the first installment Page 8 of 11 The Phoenix Companies, Inc. Directors Stock Plan 225 shall be paid on the first business day of each subsequent calendar year until the entire amount subject to such installments shall have been paid. ARTICLE VIII. TRANSFERABILITY OF AWARDS No Award shall be transferable by the Participant otherwise than by will or under the applicable laws of descent and distribution; provided that the Board may, in the Option agreement or otherwise, permit transfers of Options by gift or a domestic relations order to Family Members. In addition, no Award shall be assigned, negotiated, pledged or hypothecated in any way (whether by operation of law or otherwise), and no Award shall be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, negotiate, pledge or hypothecate any Award, or in the event of any levy upon any Award by reason of any attachment or similar process contrary to the provisions hereof, such Award shall immediately become null and void. ARTICLE IX. TERMINATION, MODIFICATION AND AMENDMENT The Board at any time may terminate the Plan, and from time to time may amend or modify the Plan; provided, however, that any amendment which would (a) increase the number of shares available for issuance under the Plan, (b) lower the minimum exercise price at which an Option may be granted or (c) extend the maximum term for Options granted hereunder shall be subject to the approval of the Company's shareholders and no amendment made prior to the fifth anniversary of the Initial Public Offering shall be or become effective without the prior written consent of the New York Superintendent of Insurance. No amendment, modification, or termination of the Plan shall in any manner adversely affect any Option theretofore granted under the Plan, without the consent of the Participant. ARTICLE X. GENERAL PROVISIONS 10.1 No Right to Remain as a Director. The Plan shall not impose any obligations on the Company to retain any Participant as a director nor shall it impose any obligation on the part of any Participant to remain in service to the Company. 10.2 Investment Representation; Registration. If the Board determines that the law so requires, the holder of an Option granted hereunder or the recipient of Shares in respect of any Share Award shall execute and deliver to the Company a written statement, in form satisfactory to the Company, representing and warranting that he is purchasing or accepting the Shares then acquired for his own account and not with a view to the resale or distribution thereof, that any subsequent offer for sale or sale of any such Shares shall be made either pursuant to (a) a registration statement on an appropriate form under the Securities Act of 1933, as amended, which Registration Statement shall have become effective and shall be current with respect to the Shares being offered and sold, or (b) a specific exemption from the registration requirements of the Securities Act, Page 9 of 11 The Phoenix Companies, Inc. Directors Stock Plan 226 and that in claiming such exemption the holder will, prior to any offer for sale or sale of such Shares, obtain a favorable written opinion from counsel approved by the Company as to the availability of such exemption. If at any time the Board shall determine in its discretion that the listing, registration or qualification of the Shares covered by the Plan upon any national securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the sale of Shares under the Plan, no Shares will be delivered unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. 10.3 No Right to Specific Assets. Nothing contained in the Plan and no action taken pursuant to the Plan (including, without limitation, the grant of any Award hereunder) shall create or be construed to create a trust of any kind or any fiduciary relationship between the Company and any Participant, the executor, administrator or other personal representative or designated beneficiary of such Participant, or any other persons. To the extent that any Participant or his executor, administrator, or other personal representative, as the case may be, acquires a right to receive any payment from the Company pursuant to the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. 10.4 Rights as a Stockholder. A Participant shall have no rights as a stockholder with respect to any Shares covered by his Option or related to Deferred Shares until he shall have become the holder of record of such Shares. 10.5 Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan. 10.6 Controlling Law. The Plan shall be construed and enforced according to the laws of the State of New York. 10.7 Indemnification. Each person who is or shall have been a member of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or proceeding to which he may be made a party or in which he may be involved by reason of any action taken or failure to act under the Plan (in the absence of bad faith) and against and from any and all amounts paid by him in settlement thereof, with the Company's approval, or paid by him in satisfaction of any judgment in any such action, suit, or proceeding against him; provided that he shall give prior written consent to the Company and an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive and shall be independent of any other rights of indemnification to which such person may be entitled under the Company's Certificate of Incorporation or By-Laws, by contract, as a matter of law, or otherwise. Page 10 of 11 The Phoenix Companies, Inc. Directors Stock Plan 227 10.8 Term of Plan. The Plan shall be effective upon the later of (a) its adoption by the Board and approval by Phoenix Life Insurance Company, the sole shareholder of the Company and by the New York Superintendent of Insurance and (b) at such time as shares are publicly available. The Plan shall continue in effect, unless sooner terminated pursuant to Article IX, until no more shares are available for issuance under the Plan. Page 11 of 11 The Phoenix Companies, Inc. Directors Stock Plan 228 Exhibit J to the Plan of Reorganization THE PHOENIX COMPANIES, INC. STOCK INCENTIVE PLAN ARTICLE I. PURPOSE The purpose of the "THE PHOENIX COMPANIES, INC. STOCK INCENTIVE PLAN" as it may be amended from time to time (the "Plan") is to foster and promote the long-term financial success of the Company and materially increase shareholder value by (a) motivating superior performance by means of performance-related incentives, (b) encouraging and providing for the acquisition of an ownership interest in the Company by the Company's and its Subsidiaries' employees and Agents, and (c) enabling the Company to attract and retain the services of an outstanding management team upon whose judgment, interest, and special effort the successful conduct of its operations is largely dependent. ARTICLE II. DEFINITIONS 2.1 Definitions. Whenever used herein, the following terms shall have the respective meanings set forth below: (a) "Act" means the Securities Exchange Act of 1934, as amended. (b) "Agent" means an "insurance agent" as defined in Section 2101 of the New York Insurance Law and who also is treated by the Company as a "statutory employee" as defined under applicable provisions of the Code. (c) "Approved Retirement" means termination of a Participant's employment (i) on or after the normal retirement date or (ii) with the Committee's approval, on or after any early retirement date established under any retirement plan maintained by the Company or a Subsidiary and in which the Participant participates; provided that in each case, the Committee may require, as a condition to a Participant's retirement being an "Approved Retirement" for purpose of the Plan, that the Participant enter into a general release of claims, non-solicitation and/or non-competition agreement in form and substance satisfactory to the Company. (d) "Board" means the Board of Directors of the Company. (e) "Cause" means (i) the willful failure by the Participant to perform substantially his duties as an Employee of the Company (other than due to physical or mental illness) after reasonable notice to the Participant of such failure. Page 1 of 14 The Phoenix Companies, Inc. Stock Incentive Plan 229 (ii) The Participant's engaging in serious misconduct that is injurious to the Company or any Subsidiary in any way, including, but not limited to, by the way of damage to their respective reputations or standings in their respective industries. (iii) The Participant's having been convicted of, or having entered a plea of nolo contendere to, a crime that constitutes a felony or; (iv) The breach by the Participant of any written covenant or agreement with the Company or any Subsidiary not to disclose or misuse any information pertaining to, or misuse any property of, the Company or any Subsidiary or not to compete or interfere with the Company or any Subsidiary. (f) "Change of Control" shall be deemed to have occurred upon the first occurrence of any of the following events: (i) the occurrence of such a change in control of the direction and administration of the Company's business as would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in effect on the date hereof and any successor provision of the regulations under the Exchange Act, if the Company were required at the time of such occurrence to report under such provisions (whether or not the Company is subject to the reporting provisions of Section 12 of the Exchange Act and to such reporting requirement); or (ii) if the individuals who, at the beginning of the period commencing two (2) years earlier, constituted the Company's Board of Directors cease for any reason to constitute at least a majority of the Company's Board of Directors; provided, however that any person who is a Continuing Director (as hereinafter defined) for this purpose shall be deemed to have been a member of the Board of Directors on the first day of such two (2) year period; or (iii) the Company or Board of Directors shall approve a sale of all or substantially all of the assets of the Company and such transaction shall have been consummated; or (iv) if 25% or more of the combined voting power of the Company's securities are acquired by an individual or entity other than the Company, any Subsidiary or any employee benefit plan sponsored by the Company or a Subsidiary, or Page 2 of 14 The Phoenix Companies, Inc. Stock Incentive Plan 230 (v) at any date after the date hereof, the Company is voluntarily or involuntarily dissolved or liquidated or otherwise ceases business operation; or (vi) the Company's Board of Directors shall approve any merger, consolidation or like business combination or reorganization of the Company as the case may be, such transaction shall have been consummated and a majority of the individuals who constituted directors of the Company on the day the Board of Directors approved such transaction cease for any reason, at any time within two (2) years after the consummation of such transaction, to constitute a majority of such Board of Directors or, board of directors of any successor company resulting from such merger, consolidation, or like business combination or reorganization. (g) "Change of Control Price" means the highest price per share of Common Stock offered in conjunction with any transaction resulting in a Change of Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Common Stock on any of the 30 trading days immediately preceding the date on which a Change of Control occurs. (h) "Code" means the Internal Revenue Code of 1986, as amended. (i) "Committee" means the Compensation Committee of the Board or such other Committee of the Board as the Board shall designate from time to time, which Committee shall consist of two or more members, each of whom shall be a "Non-Employee Director" within the meaning of Rule 16b-3 (or any successor rule thereto), as promulgated under the Act, and an "outside director" within the meaning of section 162(m) of the Code and the Treasury Regulations promulgated thereunder. (j) "Common Stock" means the common stock of the Company, par value $0.01 per share. (k) "Company" means The Phoenix Companies, Inc., a Delaware corporation, and any successor thereto. Page 3 of 14 The Phoenix Companies, Inc. Stock Incentive Plan 231 (l) "Continuing Directors" mean (i) the directors of the Company in office on the date hereof (ii) any successor to any such directors, and (iii) any additional directors, who (A) after the date hereof were nominated or selected by a majority of the Continuing Directors in office at the time of their nomination or selection (other than any such nomination or selection of an individual as a director of the Company or any successor to the Company who were so nominated or selected in connection with the settlement of a threatened or actual proxy contest, a proposed or consummated merger, consolidation or like business combination or reorganization of the Company. (m) "Demutualization" means the demutualization of Phoenix Home Life Mutual Insurance Company pursuant to a plan of reorganization approved by the New York State Superintendent of Insurance under Section 7312 of the New York Insurance Law. (n) "Directors Plan" means the Company's Directors Stock Plan, as the same may be amended from time to time. (o) "Disability" has the meaning given in the Company's long-term disability insurance policy or program as in effect from time to time. (p) "Employee" means any officer or other employee of the Company, Phoenix Life Insurance Company or any Subsidiary (as determined by the Committee in its sole discretion); provided, however, that with respect to Incentive Stock Options, "Employee" means any person who is considered an employee of the Company or any Subsidiary for purposes of Treasury Regulation Section 1.421-7(h). (q) "Fair Market Value" means, on any date, the closing prices of the Common Stock as reported in the principal consolidated transaction reporting system for the New York Stock Exchange (or on such other recognized quotation system on which the trading prices of the Common Stock are quoted at the relevant time) on such date. In the event that there are no Common Stock transactions reported on such tape (or such other system) on such date, Fair Market Value shall mean the closing price on the immediately preceding date on which Common Stock transactions were so reported. (r) "Family Member" means, as to a Participant, any (i) child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships), of such Participant, (ii) trust for the exclusive benefit of any of such persons and (iii) other entity owned solely by such persons. Page 4 of 14 The Phoenix Companies, Inc. Stock Incentive Plan 232 (s) "Initial Public Offering" means the first day as of which sales of Common Stock are made to the public pursuant to the first underwritten public offering of the Common Stock. (t) "Option" means the right to purchase Common Stock at a stated price for a specified period of time. For purposes of the Plan, an Option may be either (i) an "Incentive Stock Option" (ISO) within the meaning of Section 422 of the Code or (ii) an option which is not an Incentive Stock Option (a "Nonstatutory Stock Option"(NSO). (u) "Participant" means any Employee or Agent designated by the Committee to participate in the Plan. (v) "Subsidiary" means any corporation or partnership in which the Company owns, directly or indirectly, 50% or more of the total combined voting power of all classes of stock of such corporation or of the capital interest or profits interest of such partnership. 2.2 Gender and Number. Except when otherwise indicated by the context, words in the masculine gender used in the Plan shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular. ARTICLE III. ELIGIBILITY AND PARTICIPATION Participants in the Plan shall be those Employees or Agents selected by the Committee to be granted Options pursuant to Article VI. ARTICLE IV. POWERS OF THE COMMITTEE 4.1 Power to Grant. The Committee shall determine the Participants to whom Options shall be granted and the terms and conditions of any and all such Options. The Committee may establish different terms and conditions for different Participants and for the same Participant for each Option such Participant may receive, whether or not granted at different times. Notwithstanding any other contrary provision in the Plan, Options shall not be granted prior to the first anniversary of the Initial Public Offering. 4.2 Certain Rules Relating to Grants. (a) Maximum Individual Grants. During any consecutive five-year period, no individual Participant may be granted Options to acquire more than 5% of the total shares available under the Plan. Page 5 of 14 The Phoenix Companies, Inc. Stock Incentive Plan 233 (b) Cumulative Grant Limits. The maximum number of Options (expressed as a percentage of the total number of shares available under the Plan as set forth in Section 5.1) that may be awarded, on a cumulative basis (but excluding any forfeited, canceled or expired Options), shall be as follows: prior to the second anniversary of the 75% -- Plan Effective Date prior to the third anniversary of the 85% -- Plan Effective Date prior to the fourth anniversary of the 100% --- Plan Effective Date (c) Repricing or Substitution of Options. The Committee shall not have the right to reprice outstanding Options or to grant new Options under the Plan in substitution for or upon the cancellation of Options previously granted. 4.3 Administration. (a) Rules, Interpretations and Determinations. The Plan shall be administered by the Committee. The Committee shall have full authority to interpret and administer the Plan, to adopt, amend, and rescind rules relating to the Plan, to provide for conditions deemed necessary or advisable to protect the interests of the Company, to construe the respective option agreements and to make all other determinations necessary or advisable for the administration and interpretation of the Plan in order to carry out its provisions and purposes; provided, however, that prior to the fifth anniversary of the Demutualization, no adoption of any material rule, and no material amendment of any such rule, and no rescission of any material rule relating to this Plan, shall become effective unless the Company shall have notified the New York State Insurance Department in writing of its intention thereof and delivered a copy of any such proposed adoption, amendment or rescission at least 60 days prior to the proposed effective date thereof, or such shorter time as it may permit, and it has not disapproved such adoption amendment or recession within such period. Determinations, interpretations, or other actions made or taken by the Committee shall be final, binding, and conclusive for all purposes and upon all persons, unless such determination, interpretation or action is inconsistent with or contrary to any determination by the New York State Insurance Department in accordance with this Plan, in which case the Committee's determination, interpretation or action shall be void as of the date of the Department's determination. It is hereby provided that, prior to any such determination by the New York State Insurance Department, the Company will be provided with written notice thereof and a reasonable opportunity to respond to such determination by the Department. Page 6 of 14 The Phoenix Companies, Inc. Stock Incentive Plan 234 (b) Agents and Expenses. The Committee may appoint agents (who may be officers or employees of the Company) to assist in the administration of the Plan and may grant authority to such persons to execute agreements or other documents on its behalf. The Committee may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. All expenses incurred in the administration of the Plan, including, without limitation, for the engagement of any counsel, consultant or agent, shall be paid by the Company. 4.4 Delegation of Authority. The Committee may delegate its duties, powers and authorities under the Plan to the Company's Chief Executive Officer with respect to individuals who are below the position of Senior Vice President (or analogous title), pursuant to such conditions or limitations as the Committee may establish; provided that only the Committee or the Board may select, and grant Options to, Participants who are subject to Section 16 of the Act. Notwithstanding the foregoing, in no event shall the Chief Executive Officer grant (i) Options which, in the aggregate, represent more than 1.5% of the total number of shares authorized for issuance under the Plan or (ii) to any single Participant in any twelve-month period more than 5% of the total number of shares that the Chief Executive Officer is authorized to grant. The Chief Executive Officer shall report periodically to the Committee regarding the nature and scope of the Options granted pursuant to the authority granted to him under this Section 4.4. ARTICLE V. STOCK SUBJECT TO PLAN 5.1 Number. (a) Subject to the provisions of Section 5.3 hereof, with respect to any person who on April 17, 2000 was, or at any time thereafter became or becomes, an officer, director, employee or Agent of the Company and/or any of its Subsidiaries other than Phoenix Investment Partners, Ltd. ("PXP")(including, without limitation, any such officer, director, employee or Agent who on April 17, 2000 was also, or at any time thereafter also became or becomes an officer, director or employee of PXP), the aggregate number of shares of Common Stock that are or may be subject to Options under the Plan, when added to the aggregate number of shares of Common Stock that are or may be subject to options or other grants under the Directors Plan, shall not exceed 5% of the total number of the total number of shares of Common Stock outstanding immediately after the Initial Public Offering. Page 7 of 14 The Phoenix Companies, Inc. Stock Incentive Plan 235 (b) Subject to the provisions of Section 5.3 hereof, with respect to any officer or employee of PXP (excluding any such person included in paragraph (a) of this Section 5.1), the aggregate number of shares of Common Stock issuable under the Plan shall not exceed 1% of the total number of Shares outstanding immediately after the Initial Public Offering. For the avoidance of doubt, no non-employee director of PXP may receive any shares of Common Stock or options under the Plan or the Directors Plan as a consequence of his or her position as a non-employee director of PXP. (c) Without limitation of paragraphs (a) and (b) of this Section 5.1, the terms and conditions of equity compensation granted to officers and employees of PXP under the Plan shall be no more favorable than the terms and conditions of equity compensation previously granted to officers and employees of PXP in the year 2000. (d) The shares to be delivered under the Plan may consist, in whole or in part, of treasury Common Stock or authorized but unissued Common Stock, not reserved for any other purpose. 5.2 Canceled, Terminated, or Forfeited Options. Any shares of Common Stock subject to an Option which for any reason is canceled, terminated or otherwise settled without the issuance of any Common Stock (including, but not limited to, shares tendered to exercise outstanding Options or shares tendered or withheld for taxes) shall again be available for Options under the Plan. 5.3 Adjustment in Capitalization. In the event of any Common Stock dividend or Common Stock split, recapitalization (including, but not limited, to the payment of an extraordinary dividend), merger, consolidation, combination, spin-off, distribution of assets to stockholders (other than ordinary cash dividends), exchange of shares, or other similar corporate change, the aggregate number of shares of Common Stock available for Options under Section 5.1 or subject to outstanding Options and the respective exercise prices applicable to outstanding Options shall be appropriately adjusted by the Committee and the Committee's determination shall be conclusive, unless such determination is inconsistent with or contrary to any determination by the New York State Insurance Department in accordance with this Plan, in which case the Committee's determination shall be void as of the date of the Department's determination. It is hereby provided that, prior to any such determination by the New York State Insurance Department, the Company will be provided with written notice thereof and a reasonable opportunity to respond to such determination by the Department. It is hereby further provided, however, that no adjustment shall occur by reason of the issuance of Common Stock in accordance with the Demutualization and that any fractional shares resulting from any such adjustment shall be disregarded. Page 8 of 14 The Phoenix Companies, Inc. Stock Incentive Plan 236 ARTICLE VI. STOCK OPTIONS 6.1 Grant of Options. Subject to the provisions of Section 4.1, Options may be granted to Participants at such time or times as shall be determined by the Committee. Options granted under the Plan may be of two types: (a) Incentive Stock Options and (b) Nonstatutory Stock Options. Except as otherwise provided herein, the Committee shall have complete discretion in determining the number of Options, if any, to be granted to a Participant. Each Option shall be evidenced by an Option agreement that shall specify the type of Option granted, the exercise price, the duration of the Option, the number of shares of Common Stock to which the Option pertains, and such other terms and conditions as the Committee shall determine which are not inconsistent with the provisions of the Plan. Notwithstanding the foregoing, any Options granted to a Participant who is an Agent shall comply with the provisions of Section 4228 of the New York Insurance Law and any regulations thereunder. Notwithstanding any other contrary provision of the Plan, no Options shall be granted prior to the first anniversary of the Initial Public Offering. 6.2 Option Price. Nonstatutory Stock Options and Incentive Stock Options granted pursuant to the Plan shall have an exercise price no less than the Fair Market Value of a share of Common Stock on the date the Option is granted. 6.3 Exercise of Options. One third of each Nonstatutory Stock Option or Incentive Stock Option granted pursuant to the Plan shall become exercisable on each of the first three (3) anniversaries of the date such Option is granted; provided that in no event shall any Option be or become exercisable hereunder prior to the second anniversary of the Initial Public Offering and, if and to the extent this proviso limits the exercisability of any Option, the portion so limited shall become exercisable on such second anniversary; provided, further, that the Committee may at the time of grant establish longer periods of service for Options to become exercisable and may establish performance-based criteria for exercisability. Subject to the provisions of Article VII, once any portion of any Option has become exercisable it shall remain exercisable for its full term. The Committee shall determine the term of each Nonstatutory Stock Option or Incentive Stock Option granted, but in no event shall any such Option be exercisable for more than ten (10) years after the date on which it is granted. 6.4 Payment. The Committee shall establish procedures governing the exercise of Options. No shares shall be delivered pursuant to any exercise of an Option unless arrangements satisfactory to the Committee have been made to assure full payment of the Option price therefor. Without limiting the generality of the foregoing, payment of the Option price may be made (a) in cash or its equivalent, (b) by exchanging shares of Common Stock owned by the optionee which are not the subject of any pledge or other security interest, (c) through an arrangement with a broker approved by the Company whereby payment of the exercise price is accomplished with the proceeds of the sale of Common Stock or (d) by any combination of the foregoing; provided that the combined Page 9 of 14 The Phoenix Companies, Inc. Stock Incentive Plan 237 value of all cash and cash equivalents paid and the Fair Market Value of any such Common Stock so tendered to the Company, valued as of the date of such tender, is at least equal to such Option price. 6.5 Incentive Stock Options. Notwithstanding anything in the Plan to the contrary, no Option that is intended to be an Incentive Stock Option may be granted after the tenth anniversary of the effective date of the Plan and no term of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of any Participant affected thereby, to disqualify any Incentive Stock Option under such Section 422. ARTICLE VII. TERMINATION OF EMPLOYMENT 7.1 Termination of Employment Due to Death. In the event a Participant's employment terminates by reason of death, any Options granted to such Participant shall become immediately exercisable in full and may be exercised by the Participant's designated beneficiary, and if none is named, in accordance with Section 10.2, at any time prior to the expiration of the term of the Options or within five (5) years (or such shorter period as the Committee shall determine at the time of grant) following the Participant's death, whichever period is shorter. 7.2 Termination of Employment Due to Disability or Approved Retirement. In the event a Participant's employment terminates by reason of Disability or Approved Retirement, any Options granted to such Participant which are then outstanding shall continue to become exercisable in accordance with Section 6.3 notwithstanding such termination of employment and may be exercised by the Participant or the Participant's designated beneficiary, and if none is named, in accordance with Section 10.2, at any time prior to the expiration date of the term of the Options or within five (5) years (or such shorter period as the Committee shall determine at the time of grant) following the Participant's termination of employment, whichever period is shorter. 7.3 Certain Divestitures, etc. In the event that a Participant's employment is terminated in connection with a sale, divestiture, spin-off or other similar transaction involving a Subsidiary, division or business segment or unit, the Committee may provide at the time of grant or otherwise that all or any portion of any Options granted to such Participant which are then outstanding shall become exercisable in accordance with Section 6.3 notwithstanding such termination of employment and may be exercised by the Participant or the Participant's designated beneficiary, and if none is named, in accordance with Section 10.2, at any time prior to the expiration date of the term of the Options or within three (3) years (or such shorter period as the Committee shall determine at or following the time of grant) following the Participant's termination of employment, whichever period is shorter. Page 10 of 14 The Phoenix Companies, Inc. Stock Incentive Plan 238 7.4 Termination of Employment for Cause. In the event a Participant's employment is terminated for Cause, any Options granted to such Participant that are then not yet exercised shall be forfeited. 7.5 Termination of Employment for Any Other Reason. Unless otherwise determined by the Committee at or following the time of grant, in the event the employment of the Participant shall terminate for any reason other than one described in Section 7.1, 7.2, 7.3 or 7.4, any Options granted to such Participant which are exercisable at the date of the Participant's termination of employment may be exercised at any time prior to the expiration of the term of the Options or the thirtieth day following the Participant's termination of employment, whichever period is shorter, and any Options that are not exercisable at the time of termination of employment shall be forfeited. ARTICLE VIII. CHANGE OF CONTROL 8.1 Accelerated Vesting and Payment. Subject to the provisions of Section 8.2, in the event of a Change of Control each Option shall be fully exercisable regardless of the exercise schedule otherwise applicable to such Option and, in connection with such a Change of Control, the Committee may, in its discretion, provide that each Option shall, upon the occurrence of such Change of Control, be canceled in exchange for a payment in an amount equal to the excess, if any, of the Change of Control Price over the exercise price for such Option. 8.2 Alternative Awards. Notwithstanding Section 8.1, no cancellation, acceleration of exercisability, vesting, cash settlement or other payment shall occur with respect to any Option if the Committee reasonably determines in good faith prior to the occurrence of a Change of Control that such Option shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted award hereinafter called an "Alternative Award"), by a Participant's employer (or the parent or an affiliate of such employer) immediately following the Change of Control; provided that any such Alternative Award must: (a) be based on stock which is traded on an established securities market, or that the Committee reasonably believes will be so traded within 60 days after the Change of Control; (b) provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Option, including, but not limited to, an identical or better exercise or vesting schedule and identical or better timing and methods of payment; (c) have substantially equivalent economic value to such Option (determined at the time of the Change of Control); and Page 11 of 14 The Phoenix Companies, Inc. Stock Incentive Plan 239 (d) have terms and conditions which provide that in the event that the Participant's employment is involuntarily terminated or constructively terminated, any conditions on a Participant's rights under, or any restrictions on transfer or exercisability applicable to, each such Alternative Award shall be waived or shall lapse, as the case may be. For this purpose, a constructive termination shall mean a termination of employment by a Participant following a material reduction in the Participant's base salary or a Participant's incentive compensation opportunity or a material reduction in the Participant's responsibilities, in either case without the Participant's written consent. ARTICLE IX. AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN The Board at any time may terminate the Plan, and from time to time may amend or modify the Plan; provided, however, that any amendment which would (a) increase the number of shares available for issuance under the Plan, (b) lower the minimum exercise price at which an Option may be granted or (c) extend the maximum term for Options granted hereunder shall be subject to the approval of the Company's shareholders and no amendment made prior to the fifth anniversary of the Demutualization shall be or become effective without the prior written consent of the New York State Superintendent of Insurance. No amendment, modification, or termination of the Plan shall in any manner adversely affect any Option theretofore granted under the Plan, without the consent of the Participant. SECTION X. MISCELLANEOUS PROVISIONS 10.1 Transferability of Options. No Options granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution; provided that the Committee may, in the Option agreement or otherwise, permit transfers of Nonstatutory Stock Options by gift or a domestic relations order to Family Members. 10.2 Beneficiary Designation. Each Participant under the Plan may from time to time name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid or by whom any right under the Plan is to be exercised in case of his death. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and will be effective only when received by the Committee in writing during his lifetime. In the absence of any such effective designation, benefits remaining unpaid or unexercised at the Participant's death shall be paid to or exercised by the Participant's surviving spouse, if any, or otherwise to or by his estate. Page 12 of 14 The Phoenix Companies, Inc. Stock Incentive Plan 240 10.3 Deferral of Payment. The Committee may, in the Option agreement or otherwise, permit a Participant to elect, upon such terms and conditions as the Committee may establish, to defer receipt of shares of Common Stock that would otherwise be issued upon exercise of a Nonstatutory Stock Option. 10.4 No Guarantee of Employment or Participation. Nothing in the Plan shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant's employment or service at any time, nor confer upon any Participant any right to continue in the employ of the Company or any Subsidiary or any other affiliate of the Company. No Employee shall have a right to be selected as a Participant, or, having been so selected, to receive any future Options. 10.5 Tax Withholding. The Company shall have the power to withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy Federal, state, and local withholding tax requirements on any Option under the Plan, and the Company may defer issuance of Common Stock until such requirements are satisfied. The Committee may, in its discretion, permit a Participant to elect, subject to such conditions as the Committee shall impose, (a) to have shares of Common Stock otherwise issuable under the Plan withheld by the Company or (b) to deliver to the Company previously acquired shares of Common Stock having a Fair Market Value sufficient to satisfy such withholding tax obligation associated with the transaction. 10.6 Indemnification. Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or proceeding to which he may be made a party or in which he may be involved by reason of any action taken or failure to act under the Plan (in the absence of bad faith) and against and from any and all amounts paid by him in settlement thereof, with the Company's approval, or paid by him in satisfaction of any judgment in any such action, suit, or proceeding against him; provided that he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive and shall be independent of any other rights of indemnification to which such person may be entitled under the Company's Certificate of Incorporation or By-Laws, by contract, as a matter of law, or otherwise. Page 13 of 14 The Phoenix Companies, Inc. Stock Incentive Plan 241 10.7 No Limitation on Compensation. Nothing in the Plan shall be construed to limit the right of the Company to establish other plans, provided that the Company shall not be permitted to establish any other stock option or stock incentive plans, other than its Director's Stock Plan, prior to the fifth anniversary of the Initial Public Offering without the advance written approval of the New York Superintendent of Insurance. Nothing in this Section 10.7 shall be construed to limit the ability of the Company to use stock in connection with any compensation arrangement approved by the New York Superintendent of Insurance pursuant to Section 10.1 and Schedule 3(c) of the Plan of Reorganization. 10.8 Requirements of Law. The granting of Options and the issuance of shares of Common Stock shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. 10.9 Term of Plan. The Plan shall be effective upon the later of (a) its adoption by the Board and approval by Phoenix Life Insurance Company, the sole shareholder of the Company and by the New York Superintendent of Insurance pursuant to Section 7312(w) of the New York Insurance Law and (b) at such time as shares of Common Stock become publicly traded. The Plan shall continue in effect, unless sooner terminated pursuant to Article IX, until no more shares of Common Stock are available for issuance under the Plan. 10.10 Governing Law. The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of New York. 10.11 No Impact on Benefits. Except as may otherwise be specifically stated under any employee benefit plan, policy or program, Options shall not be treated as compensation for purposes of calculating an Employee's right under any such plan, policy or program. 10.12 No Constraint on Corporate Action. Nothing in this Plan shall be construed (a) to limit, impair or otherwise affect the Company's right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets or (b) except as provided in Article IX, to limit the right or power of the Company or any of its Subsidiaries to take any action which such entity deems to be necessary or appropriate. Page 14 of 14 The Phoenix Companies, Inc. Stock Incentive Plan 242 Exhibit K to the Plan of Reorganization PLAN OF OPERATION OF PHOENIX LIFE INSURANCE COMPANY THIS PLAN OF OPERATION AND RELATED ACTUARIAL PROJECTION HAVE BEEN PREPARED SOLELY FOR USE OF THE NEW YORK INSURANCE DEPARTMENT UNDER SECTION 7312 OF THE NEW YORK INSURANCE LAW AND IN ACCORDANCE WITH THE PRACTICES WHICH HAVE DEVELOPED UNDER SUCH LAW. IT HAS NOT BEEN PREPARED WITH A VIEW TO RELIANCE THEREON BY INVESTORS. IN PARTICULAR, THE PROJECTION HAS NOT BEEN PREPARED FOR USE BY, AND SHOULD NOT BE RELIED ON BY, INVESTORS DECIDING WHETHER TO MAKE AN INVESTMENT IN THE COMPANY. GIVEN THESE PURPOSES, THE PROJECTION HAS NOT BEEN PREPARED IN COMPLIANCE WITH THE PUBLISHED GUIDELINES OF THE SECURITIES AND EXCHANGE COMMISSION OR THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS REGARDING PROJECTIONS. THE PROJECTION REFLECTS STATUTORY ACCOUNTING PRACTICES, WHICH DO NOT CONSTITUTE GENERALLY ACCEPTABLE ACCOUNTING PRINCIPLES. THE ESTIMATES UNDERLYING THE PROJECTION ARE INHERENTLY UNCERTAIN, BEING BASED UPON ASSUMPTIONS REGARDING EVENTS THAT HAVE NOT TAKEN PLACE AND THAT ARE SUBJECT TO SIGNIFICANT CONTINGENCIES BEYOND THE CONTROL OF PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY, AND JUDGMENTS REGARDING PAST EXPERIENCE AND TRENDS, WHICH MAY NOT BE INDICATIVE OF FUTURE RESULTS OR TRENDS. DIFFERENT ASSUMPTIONS WOULD PRODUCE DIFFERENT RESULTS. NO ASSURANCES ARE MADE OR IMPLIED ABOUT THE RELIABILITY OF THE ASSUMPTIONS AND PROJECTED RESULTS OR THE PROBABILITY THAT THEY WILL BE ACHIEVED. Page 1 of 44 243 Exhibit K to the Plan of Reorganization PLAN OF OPERATION OF PHOENIX LIFE INSURANCE COMPANY The plan of operation and actuarial projection (the "Plan of Operation") of Phoenix Life Insurance Company (the "Company") is Exhibit K to the Company's plan of reorganization under Section 7312(e) of the New York Insurance Law (the "Plan") adopted by the board of directors (the "Board") of the Company on December 18, 2000. References to "the Company" refer: in the case of time periods prior to the effective date of the demutualization, to Phoenix Home Life Mutual Insurance Company and its direct and indirect subsidiaries; and in the case of time periods from and following the effective date of the demutualization, to Phoenix Life Insurance Company and its direct and indirect subsidiaries. Part I contains a general description of the Company and its Plan of Operation on and after the effective date of the Plan of Reorganization (the "Effective Date"). Part II describes actuarial assumptions utilized in the Plan of Operation. Part III contains an actuarial projection for the Company based on its Plan of Operation and the actuarial assumptions described in Parts I and II, respectively. Unless otherwise specified, capitalized terms have the meaning given them in the Plan of Reorganization. Page 2 of 44 Plan of Operation of Phoenix Life Insurance Company 244 Exhibit K to the Plan of Reorganization PART I DESCRIPTION OF PLAN OF OPERATION 1. BACKGROUND AND CAPITAL STRUCTURE 1.1 The Company is a New York-domiciled mutual life insurance company. As of December 31, 1999 the admitted assets of the Company were $ 17.7 billion. The Company is the result of a 1992 merger between Phoenix Mutual Life Insurance Company, a Connecticut domiciled company, and Home Life Insurance Company, a New York domiciled company. The Company issues individual life insurance policies and individual annuities. These policies are marketed by both affiliated and non-affiliated distribution sources. The Company, through its investment management subsidiary, Phoenix Investment Partners ("PXP") also provides discretionary and non-discretionary investment management services with products including mutual funds, managed accounts as well as closed end mutual funds and structured finance products. Distribution occurs through affiliated and non-affiliated broker dealers. PXP also provides transfer agency, accounting and administrative services to most of its open-end mutual funds. The Company has a modest amount of group life and health business in force. This business was written by the Company, but is reinsured to and administered by Phoenix American Life Insurance Company, a subsidiary of the Company which was sold in April 2000. The Company has exited several lines of business which are currently in run off including GIC, group pension, group personal accident reinsurance and group health reinsurance as described above. The Company has also sold several businesses including group life and health insurance, individual life reinsurance, property casualty distribution, and real estate investment management. The Company's mission is to be a leading provider of wealth management products and services offered through a variety of select advisors and financial services firms to serve the accumulation, preservation and transfer needs of the affluent and high net worth market, businesses and institutions. Various individual life policies are ceded on a yearly renewable term ("YRT"), coinsurance, or modified coinsurance basis. A large portion of the individual life block is reinsured on a YRT basis. The Company is licensed to issue life insurance and annuities in all jurisdictions of the United States. 1.2 Attached, as Exhibit II, is an organization chart for the Company. The chart includes the state of domicile of each subsidiary. The companies are described in Exhibit I. 1.3 The Company operates under the direction of its Board, which sets policy for the Company and its subsidiaries. The Company's management carries out day-to-day operations. Page 3 of 44 Plan of Operation of Phoenix Life Insurance Company 245 Exhibit K to the Plan of Reorganization 1.4 Upon the Effective Date and in accordance with Article V of the Plan, the Company will become a wholly owned subsidiary of the Holding Company. In accordance with the Plan, Eligible Policyholders will receive Holding Company Common Stock, cash, or policy credits (as defined in the Plan). In addition, the Holding Company plans to make an IPO of Common Stock and Other Capital Raising Transactions in accordance with the Plan. 1.5 As of December 31, 1999, the surplus and asset valuation reserve ("AVR") of the Company, as reported on its annual statement filed with New York Insurance Department, were as follows: Surplus $1,054.1 million AVR $ 368.7 million
The statutory surplus of the Company represents earnings retained on in force, matured, and terminated contracts, and the retained proceeds from surplus notes (in the amount of $175 million) issued by the Company. 2.0 NATURE OF BUSINESS - DESCRIPTION OF POLICY PORTFOLIO AND AGENCY OPERATIONS 2.1 Subsequent to the Effective Date, the Company expects to issue both non-participating and participating policies and contracts. Non-participating business will include: 1. Individual life insurance (term, variable, and universal life) 2. Flexible and single premium annuities (fixed and variable) 3. Private Placement Life and Annuity (variable) 4. Corporate owned life insurance (variable) 5. Supplementary contracts Participating business will include individual whole life insurance and second to die life insurance. An estimate of the distribution of new business during the period of the projection is described in Exhibit III. Not all of the products the Company intends to sell are explicitly included in the projection or shown in Exhibit III because either the level of sales is not expected to significantly impact the level of' earnings or the product's earnings are expected to be comparable to another product, and therefore it is assumed modeled as that other product The Company anticipates that a permit to issue participating business in New York will be issued upon the approval of the Plan by the Superintendent. Information as generally described in the "Guidelines with Respect to Requirements for an Application for a Par Permit to the New York Insurance Department" dated March 1, 1988, is provided in section 3 below. The projection in Part 3 is consistent with this information. Page 4 of 44 Plan of Operation of Phoenix Life Insurance Company 246 Exhibit K to the Plan of Reorganization 2.2 The Company expects to offer the products described in Exhibit III after the Effective Date instead of the products offered prior to the Effective Date unless otherwise specified. Different products may be offered in the future. 2.3 More than 90% of the face amount of individual life insurance issued by the Company in 1999 was underwritten with either medical, paramedical (for which an examination is conducted by a nurse or other paramedic), or non-medical (for which no examination is required but laboratory tests and medical history questionnaire are obtained) underwriting. Non-medical underwriting is used where savings in underwriting and administrative expense are expected to offset any increased mortality costs. 2.4 The Company's current maximum retention limit for individual life insurance is $8 million for single life policies and $10 million for joint life policies. The Company cedes risks in excess of its retention limits to other insurers. In addition, the Company may cede risks for amounts below those limits on a case-by-case (facultative) basis depending on the characteristics of the particular risk. This is generally done only when the Company determines the rates offered by the reinsurers to be financially favorable to the Company. Currently we reinsure up to 90% of the mortality risk on some new issues (80% in New York State). If the Company goes facultatively to the reinsurers and gets a favorable reinsurance price, the Company may cede up to 100% of the net amount at risk. 2.5 The Company distributes its products through a variety of distribution channels supported by product specific wholesalers (life, variable annuity, and investment) who are full-time employees of the Company. These channels include non-affiliated financial intermediaries such as national and regional broker dealers, financial planning firms, advisor groups and other insurance companies. Our affiliated sources include our wholly owned retail broker-dealer, W.S. Griffith, Inc. ("W.S. Griffith") and our majority owned broker-dealer, Main Street Management, with 1,000 and 225 representatives respectively. We are currently in the process of establishing a separate distribution company, WS Griffith Advisors, Inc., to be owned by the Holding Company. This will be the holding company for W.S. Griffith and other related entities and consists primarily of the Company's career producers. We expect to utilize the existing office locations and personnel to the extent possible to reconfigure those offices to take advantage of a planning-based, team approach to financial planning services. The New York Insurance Department's existing approvals under Section 4228, Regulation 49, and any other related regulations are assumed to remain in effect and unchanged after the Effective Date. The Company will make any submissions to the Department that are required in connection with any proposed new or modified compensation plans. New products are planned as discussed in paragraph 2.2 above; the appropriate submissions to the Department will be made. Page 5 of 44 Plan of Operation of Phoenix Life Insurance Company 247 Exhibit K to the Plan of Reorganization 3. PARTICIPATING POLICIES FROM THE EFFECTIVE DATE 3.1 From the Effective Date, the Company plans to sell participating policies and contracts in addition to non-participating policies and contracts. Information required by the New York Insurance Department's "Guidelines with Respect to Requirements for an Application for a Par Permit to the New York Insurance Department" dated March 1, 1988, is contained in this Plan of Operation, including the actuarial projection in Part III. 3.2 The Plan of Reorganization provides for the Closed Block Business as defined in the Plan. All non-Closed Block Business will be included in the "open block." Within the open block, a participating policyholders fund ("Par Fund") will be established solely for the administration of participating policies and contracts sold on or after the Effective Date ("New Par Policies"). The Par Fund will be maintained so long as any New Par Policies remain in-force. 3.3 The accounting and allocation procedures for the Par Fund will be as follows: 1. Accounting Procedures: Premiums, benefits, expenses and other income and disbursement items will be charged or credited to the Par Fund in accordance with the Company's accounting procedures which comply with New York Insurance Department Regulation 33. The cash flow from the New Par Policies will be invested in appropriate assets, as befits the investment objectives to be developed for these open block par policies. The size of the asset block for these policies may not warrant a separate investment portfolio from the general account. Investment income and capital gains and losses generated by assets associated with this block will be credited to the Par Fund. 2. Schedule NP: The Company will complete Schedule NP annually, in accordance with the special Annual Statement requirements of the State of New York. Schedule NP will show separately the Assets, Liabilities and Surplus and the Summary of Operations for (i) par policies issued subsequent to the Effective Date (New Par Policies), and (ii) all other policies and contracts. The items related to New Par Policies will be shown in the columns on Schedule NP related to participating business. Items related to all other policies and contracts, including specifically non-participating policies, and participating policies sold prior to the Effective Date but not included in the Closed Block, will be shown in the columns labeled Nonparticipating business. 3. Supplemental Information: To the extent not provided by Schedule NP, supplementary information regarding Closed Block Business will be provided to the New York Insurance Department pursuant to the Plan. 4. Credits to the Shareholder Fund: At the end of each calendar year, an amount no greater than the larger of (i) and (ii) below, will be transferred from the Par Fund and credited to the Shareholder Fund (as defined in Schedule NP). Page 6 of 44 Plan of Operation of Phoenix Life Insurance Company 248 Exhibit K to the Plan of Reorganization i) 10% of the sum of the Net Income (e.g., the item referred to in line 33 of the "Participating - other" column of the Schedule NP Summary of Operations in the Annual Statement) and Dividends to Policyholders (line 28 of the "Participating - other" column of the Schedule NP Summary of Operations) attributed to the New Par Policies on Schedule NP, and ii) 50 cents per $1,000 of New Par Policies in force (New Par Policies recorded in column 4, line 22, in the Exhibit of Life Insurance of the Annual Statement) including the amount of dividend additions and rider face amounts (i.e., term or paid-up insurance). 4. INVESTMENT OPERATIONS 4.1 The Investment Committee of the Board of Directors authorizes the investments made by the Company. 4.2 Asset/liability management is a major element in the business of the Company. Asset/liability management strategies include the segmentation of investments by product line and the construction of investment portfolios designed to satisfy the projected cash needs of the underlying liabilities. Segmentation permits the use of different investment policies within the general account that increases the ability to improve the matching of asset and liability cash flows. All investment and insurance cash flows arising out of the assets and liabilities, respectively, of a segment are so reflected in the Company's accounting records. When two or more segments acquire an asset, all related cash flows are recorded based on each segment's proportional ownership determined at the time of the acquisition of the asset. Intersegment transfers may involve cash transfers, asset transfers at market value, or other adjustments (for example, adjustments for federal income taxes). 4.3 The Company makes annual filings under New York State Insurance Department Regulation 126. 4.4 Beginning on the Statement Date the Company expects to account separately for the cash flows pertaining to the Closed Block. Furthermore, the Company will create a new liability segment for the new participating policies. Cash flows will be directed to this segment consistent with current procedures for existing segments. See Section 4.3 above. Page 7 of 44 Plan of Operation of Phoenix Life Insurance Company 249 Exhibit K to the Plan of Reorganization PART II DESCRIPTION OF ACTUARIAL ASSUMPTIONS 1.0 METHODOLOGY AND OVERVIEW 1.1 Eleven-year projections (2000 to 2010) were prepared by the Company based on the models and the assumptions described in this Part. The aggregate model is composed of sub-models which project insurance and investment cash flows for the lines of business. The models are based upon the business written by the Company and its subsidiaries. Each model is comprised of "model cells," or groups of policies with common characteristics. The assumptions were based on the Company's experience, wherever practicable. Projections of balance sheets and income statements for the years 2000 to 2010 are provided. 1.2 The projections assume a stable economic environment. The projections assume a level yield curve scenario throughout the projection period. 1.3 Expenses reflect management's estimates of yearly results for the years 2000 to 2010. A Federal Income Tax rate of 35% was assumed for all projected years and premium tax rates were assumed to remain unchanged at 1999 levels. The Federal Income Tax element imposed on mutual life insurance companies related to surplus was assumed not to apply for calendar years following the Effective Date. Expenses estimated to be incurred throughout the demutualization process were included in the projection. 1.4 For the purpose of preparing the projection in Part III, the Effective Date was assumed to be June 30, 2000. 1.5 For the purpose of preparing the projection in Part III, the insurance subsidiary results were consolidated with the results of the parent mutual company. Non-life subsidiary results, which were estimated based on recent financial results, are reflected in the income statement as a component of net investment income, and the carrying values on the Company's projected balance sheets reflect these estimates. 1.6 The actuarial projection in Part III was made for each major product line separately and then aggregated. Assets and liabilities were allocated to the Closed Block in accordance with the Plan. 1.7 Assumed new sales are quantified in Exhibit III on a product basis for each year of the projection. Sales were assumed for the individual life (participating and non-participating) and individual annuity (non-par). New business was not assumed for any other line of business. Page 8 of 44 Plan of Operation of Phoenix Life Insurance Company 250 Exhibit K to the Plan of Reorganization 2.0 INDIVIDUAL TRADITIONAL LIFE INSURANCE 2.1 Inforce Model. The Company's December 31, 1999 inforce participating individual life insurance consists of Traditional Ordinary Life business issued by Phoenix Home Life Mutual Insurance Company, former Phoenix Mutual Life Insurance Company, former Home Life Insurance Company, and Traditional Life business acquired from Confederation Life Insurance Company (U.S.) in Rehabilitation. Business Issued by Phoenix Home Life Mutual Insurance Company and former Phoenix Mutual Life Insurance Company The Traditional Ordinary business consists of participating permanent and term policies issued from 1921 through the present with unit-based guaranteed cash values set in accordance with the Standard Non-forfeiture Law. Both single and multi-life policies are in the inforce population, and a variety of endowments, death benefits, retirement income, and premium payment options have been offered over time. Sex distinctions have been made in pricing since 1955, and premium discounts for non-smokers have been offered since 1967. Ancillary benefits (e.g., disability waiver, accidental death) with small, fixed premiums have also been available to individual traditional life policyholders. Policyholders may elect to receive dividends in cash, accumulate dividends at interest or apply them toward the payment of renewal premiums or the purchase of additional insurance. Individual term policyholders generally have a period of time to convert to permanent coverage without providing evidence of insurability. Additional guaranteed insurability rights are granted to individuals covered under group plans, allowing them to convert to individual policies upon termination of their group employment. Policies entering non-forfeiture status may be converted dividend-paying reduced paid-up insurance, guaranteed cost extended term insurance, or may continue as premium-paying business through automatic premium loans. Annual cash flows were modeled based on in force policy characteristics (issue year, plan of insurance, issue age, policy loan feature and dividend option) for premium-paying, paid-up and non-forfeiture base coverages and associated dividend additions and dividends left on deposit. Plan benefits, insureds' ages, and underwriting classes were modeled as precisely as practicable. Sex distinctions have been captured to the extent that they were reflected in the original product pricing. Annual premium mode was assumed for all cases. Certain miscellaneous coverages have been modeled on an aggregate basis by projecting the premiums and benefits. Such benefits include waiver of premium and accidental death benefit riders, among others. Policy values, including gross premiums, guaranteed cash values, statutory and tax reserves, and dividends, including termination dividends, are those applicable to each model plan. Dividends were based on assumptions underlying the 2000 dividend scale. The interest component of future dividends is adjusted based on projected net earnings underlying the 2000 dividend scale. The application of dividend payments was modeled based on current policyholder elections. Page 9 of 44 Plan of Operation of Phoenix Life Insurance Company 251 Exhibit K to the Plan of Reorganization Business Issued by former Home Life Insurance Company The Traditional Life line of business issued by former Home Life Insurance Company consists of ordinary life, graded premium life, limited pay life, and term life products which were sold from the early 1920s through 1992. Liability cash flows were modeled using policy inforce data as of December 31, 1999. The data include such information as number of polices, amount of insurance, type of contract, age of policyholder, year of issue, rider amounts, and reserve valuation basis. Policy factors, including gross premiums, guaranteed cash values, statutory and tax reserves, and dividends, including termination dividends, are those applicable to each model plan. Dividends projected for future years were based on the 1999 dividend scale. The application of dividend payments was modeled based on recent policyholder elections. Agent compensation, including commissions, persistency bonus payments, service fees, and non-vesting schedules are those which apply to the appropriate model plan. Business Acquired from Confederation Life Insurance Company (U.S.) in Rehabilitation The Traditional Life line of business acquired from Confederation Life Insurance Company (U.S.) in Rehabilitation was projected in a manner similar to the business issued by former Home Life Insurance Company. 2.2 Projection Assumptions 2.2.1 Mortality Business Issued by Phoenix Home Life and former Phoenix Mutual Life Expected mortality for Traditional Ordinary business was based on the most recent studies which were developed in 1999. No improvement or deterioration in mortality was reflected in the models, as aggregate mortality is expected to be stable over the projected plan period. Business Issued by former Home Life The mortality rates in Phoenix' experience are used, adjusted to reflect actual experience for former Home Life. Business Acquired from Confederation Life The mortality rates are based on those used in the appraisal performed when the business was acquired, adjusted to reflect actual experience. Page 10 of 44 Plan of Operation of Phoenix Life Insurance Company 252 Exhibit K to the Plan of Reorganization 2.2.2 Lapse/Persistency Business Issued by Phoenix Home Life Mutual Insurance Company and former Phoenix Mutual Life Insurance Company Lapse rates are based on a lapse study covering lapses occurring in the three-year period 1996-1998. This study included all premium-paying Phoenix Traditional business and certain classes of paid-up polices. The study was based on face amount. Lapses to ETI and RPU were included within the definition of lapse. Business Issued by former Home Life For former Home Life Traditional business, lapse rates are based on the assumptions used by Coopers & Lybrand (now Pricewaterhouse Coopers) in their appraisal of Home Life prior to the merger with Phoenix Mutual Life in 1992, adjusted for recent experience. Business Acquired form Confederation Life Phoenix acquired the Confederation Life Traditional business at the end of 1997. At the time of acquisition, a moratorium on surrenders had been in effect since August 1994. The moratorium continued until June 1998. Since then, Phoenix has experienced high overall lapse rates on this business. For permanent plans, lapse rates will grade from the high level in 2000 to an ultimate lower rate in 2002. A single lapse at a higher level is assumed for term plans. 2.2.3 Expenses Non-investment expenses were projected based on experience studies and assume a "going concern" basis for contracts and policies in force on the valuation date. Investment expenses are projected in the model by type of investment and deducted from investable cash flow. Commissions are based on applicable agent and broker contracts. Other expenses were assumed as described in section 1.3. 2.2.4 Reinsurance The Company's primary cession reinsurance treaties are described in Exhibit IV. The financial impact of these treaties is included in the projections. 2.2.5 Federal Income Tax Prospective Federal Income Taxes have been calculated assuming - Federal income tax rate in all years is 35% of taxable income - Taxable income is pre-tax statutory gains (excluding any effect of the Interest Maintenance Reserve) with the following adjustments: Page 11 of 44 Plan of Operation of Phoenix Life Insurance Company 253 Exhibit K to the Plan of Reorganization - Adding the increase in statutory reserves and deducting the increase in tax reserves - Adding the increase in loading and any nondeductible cost of collection in excess of loading and deducting the increases in gross due and deferred premiums - Adding the increase in the excess of statutory over tax claims liabilities and the amount by which statutory policyholder dividends exceed the corresponding tax deducible policyholder dividends - Capitalization and amortization of DAC tax for future premiums received - Investment adjustments were made to account for statutory-to-tax differences on the Company asset values - Taxable realized capital gains are equal to the statutory capital gains, before any adjustment due to the IMR and excluding any nondeductible statutory investment valuation (or similar) adjustments included in the statutory realized gains. 2.2.6 Investment Income Investment income was generated by the characteristics of the assets underlying this business. The asset categories modeled include bonds, commercial mortgages, real estate and other equities. See Section 9.0 for discussion of the characteristics of the assets and the basis for calculating investment income. 2.3 New Business. Participating life insurance will be sold in the future. The current products are used for 2001 and later. The projections assume the level of new business production shown in Exhibit III. The distributions by age, sex, smoking status, preferred class and premium rate size band are based on the distribution of current sales for the Company's current whole life and term plans. 2.4 New Business Projection Assumptions. New business was projected using assumptions consistent with the assumptions used in pricing the business. 3.0 INDIVIDUAL UNIVERSAL LIFE INSURANCE 3.1 In-Force Model Business Issued by Phoenix Home Life, former Phoenix Mutual and former Home Life The company has issued various universal life policies since 1983. A significant fixed premium interest sensitive product was issued from 1984 till 1992. It had level premiums payable to age 70 or 20 years if longer. Policyholders had the flexibility to skip premiums after reaching a specific duration. This product had minimal expense charges, but included surrender charges which graded off over a period of 15-20 years. The company offered several different flexible premium UL products that were sold for different periods since 1983. The earlier product had no surrender charges, but various expense loads, including front-end per unit charge. Later products had no front-end loads, but imposed surrender charges that graded off over 15-20 years. Under all these products policyholders can elect death benefits, which either provide a level face amount of insurance or a level amount at risk. Models were created by grouping the in-force policies into model cells based on various criteria, among them: product category, issue age, issue year. Page 12 of 44 Plan of Operation of Phoenix Life Insurance Company 254 Exhibit K to the Plan of Reorganization Business Acquired from Confederation Life Insurance Company This block was acquired from Confederation Life (US), which was under Rehabilitation. The Life Concepts products were flexible premium products issued from 1983 till 1994. The earlier products had front-end loads and no surrender charges, while the latter ones had surrender charges, but no front-end loads. Excess Interest Whole Life is a fixed premium interest sensitive contract, with some flexibility to skip premiums. There is a block of Interest Sensitive Whole Life (ISWL) policies. These policies were former Traditional Life policies issued since the early 1900's that have been restructured into fixed premium UL contracts. Three of the Traditional Life policies (Life 96, Life 97, Life 99) were sold in the mid 1980's and early 1990's had high tabular cash value scales. A secondary guarantee structure has been created for these three products, with the original tabular cash values becoming a floor on future surrender benefits. Charges are deducted monthly. Current mortality and expense charges are used, with the company reserving the right to increase the charges up to the guaranteed maximums. The model cells vary by plan type, underwriting code, issue age, premium mode and issue year such that the modeled life insurance in force is 100% of the actual life insurance in force. The fund values used are actual fund values from the in-force data. 3.2 Projection Assumptions 3.2.1 Mortality Business Issued by Phoenix Home Life, former Phoenix Mutual and former Home Life Expected mortality is modeled based on factors applied to the select and ultimate 75-80 table. These factors have been selected so that overall experience is consistent with actual experience from the two year period 1998-1999. Pricing mortality assumptions were used for the most recent products introduced during the past two years. Business Acquired from Confederation Life Insurance Company Mortality rates are based on 1997 appraisal assumptions, when the block was being acquired. 3.2.2 Withdrawal/Lapse Business Issued by Phoenix Home Life, former Phoenix Mutual and former Home Life Withdrawal assumptions reflect full and partial cash surrenders, and reflect recent experience trends through 1999. Full cash surrenders are modeled assuming rates that vary by policy duration and by type of product, including front-end, back-end and combination load products. Pricing lapse assumptions were used for the most recent products introduced during the last two years. Page 13 of 44 Plan of Operation of Phoenix Life Insurance Company 255 Exhibit K to the Plan of Reorganization Lapses due to insufficient funds are modeled by projecting the current accumulation fund forward and observing which policies fail to maintain an adequate accumulation fund to cover mortality and expense charges. Business Acquired from Confederation Life Insurance Company The lapse rate reflects a moderate amount of shock lapses during year 2000. However, a lapse assumption of 8% is used for calendar years 2001 and later. 3.2.3 Declared Interest Rates Guaranteed interest rates vary from 4.0% - 4.5% and current credited rates range from 5.70% - 7.25%, depending on the product. These current rates were used in the financial projection, with no adjustments. Such rates produced interest margins in the 100 - 125 basis point range for most of the projection period. Business Acquired from Confederation Life Insurance Company The credited rates on all products ranges from 5.75 - 6.00%, and these rates were used in the financial projection, with no adjustments. Such rates produced interest margins in the 125 - 140 basis points for most of the planning period, consistent with pricing assumptions for this block. 3.2.4 Expenses Non-investment expenses were projected using the company's expense allocation procedures, assuming a "going concern" basis. 3.3 New Business. Product sales assumptions are consistent with product pricing. The new business premium levels are provided in Exhibit III. 4.0 INDIVIDUAL VARIABLE UNIVERSAL LIFE INSURANCE 4.1 In-Force Model All business was issued by Phoenix Home Life, except for a small block (i.e. $22 million of reserve) acquired from Anchor Life approximately ten years ago. VUL products have been sold since 1987. Generally all products offer a wide range of separate account investment options plus a guaranteed interest option in the general account. Funds are accounted for on a unit value basis, with daily pricing to reflect each day's performance, with deductions for mortality and expense ("M&E") fees and asset management fees. Mortality charges and an administration charge are deducted monthly. Phoenix Edge is the earliest product, with most of its sales from 1987 until 1995. It is a single premium variable product. There is an acquisition expense fee of 6.5% of the issue premium that is deducted monthly over the first 10 policy years. The uncollected acquisition fee is assessed on full or partial surrenders occurring in the first 10 policy years. Page 14 of 44 Plan of Operation of Phoenix Life Insurance Company 256 Exhibit K to the Plan of Reorganization The other products, FlexEdge, FlexEdge Success, Phoenix Individual Edge, Estate Edge and Joint Edge are flexible premium variable universal life products. FlexEdge, FlexEdge Success, and Phoenix Individual Edge are single life products. Joint Edge is a joint life last survivor product covering up to five lives. Estate Edge is a joint life, second to die product. Sales of Joint Edge have been modest, but the other products have sold well. Flex Edge and Flex Edge Success have been sold heavily from 1992 to the present time. Estate Edge was introduced in 1997, and Phoenix Individual Edge in 1999. These products generally have a ten-year surrender charge schedule. As mentioned previously, these products have M & E charges and asset management fees, which are reflected in the daily unit values for the separate account funds options. Most products have issue fees, annual policy charges, and percent of premium loads. Policyholders can elect death benefits, which either provide a level, face amount of insurance or a level amount at risk. Models were created by grouping the in-force policies into model cells based on various criteria, among them: product category, age, sex, and underwriting class. All policyholders were assumed to have the Option A Level Death Benefit. 4.2 Projection Assumptions 4.2.1 Mortality Expected mortality is modeled based on factors applied to the select and ultimate 75-80 table. These factors have been selected so that overall experience is consistent with actual experience from the two year period 1998-1999. 4.2.2 Withdrawal/Lapse Withdrawal assumptions reflect full and partial cash surrenders, and are based on experience studies reflecting actual experience through 1999. Full cash surrenders are modeled assuming rates that vary by policy duration and by type of product. Lapses due to insufficient funds are modeled by projecting the current accumulation fund forward and observing which policies fail to maintain an adequate accumulation fund to cover mortality and expense charges. Future premiums are projected based on overall premium persistency patterns over the past 24 months. 4.2.3 Declared Interest Rates The portion of policyholder funds invested in the guaranteed interest account (GIA) is very small (i.e. less than 1%). A GIA credited rate of 4.8% was been assumed throughout the projection period. 4.2.4 Fund Performance The vast majority of policyholder funds are invested in the sub-accounts of the separate account. The average gross yield on the funds, before deductions for fees and loads, is assumed to be 7.8% throughout the projection period. Page 15 of 44 Plan of Operation of Phoenix Life Insurance Company 257 Exhibit K to the Plan of Reorganization 4.2.5 Reinsurance The Company's primary cession reinsurance treaties are described in Exhibit IV. The financial impact of these treaties is included in the projections. 4.2.6 Expenses Non-investment expenses were projected using the company's expense allocation procedures, assuming a "going concern" basis. 4.3 New Business. Product sales assumptions are consistent with product pricing. The new business premium levels are provided in Exhibit III. 5.0 INDIVIDUAL ANNUITIES- FIXED ANNUITIES 5.1 In-force Model 5.1.1 Business issued by Phoenix Home Life or acquired from other companies Deferred Annuities Single Premium Deferred Annuities (SPDA) products have been sold by Phoenix Home Life since 1982, and an SPDA block was acquired from Confederation Life Insurance Company, as of December 31, 1997. All these SPDA contracts provide guarantees of interest for initial and renewal guarantee periods ranging from 1-3 years. Certain contracts allow for penalty-free withdrawal at the end of each guarantee period, followed by imposition of a new surrender charge schedule; others impose a single surrender charge schedule beginning at issue. The minimum guaranteed interest rate is generally 5.50% for pre-1992 issues, and 3- 5% for later issues. Phoenix also issued fixed-fund only Flexible Premium Deferred Annuities (FPDAs). The products introduced 1982 and later represent an overwhelming majority of the inforce reserves. These products have no front-end premium loads, but have fixed surrender charges of 7% for the first three contract years grading down 1% per year thereafter. Interest rates currently being credited on entire FPDA block range from 4.00% to 5.75% with a weighted average of 5.25%. The minimum guaranteed rate is 4.00%. The business plan assumes that no new SPDA & FPDA contracts will be issued. However, a modest amount renewal premium on existing FPDA contracts was reflected. Surrender and death benefits and policy loan utilization are trended using recent experience from the past two years. There was no change in interest crediting rates during the planning period, and the resulting interest margins were generally consistent with recent experience. Commissions are assumed to be a percentage of considerations. Maintenance expenses are consistent with the company's allocation procedures. Page 16 of 44 Plan of Operation of Phoenix Life Insurance Company 258 Exhibit K to the Plan of Reorganization Individual Payout Products Single Payment Immediate Annuity (SPIA) and Supplementary Contracts Involving Life Contingencies (SCI) are issued either directly or as a result of a supplemental contract upon death of an insured under a life insurance policy or annuitization under a deferred annuity contract. These contracts provide for a generally level amount of income payable for the lifetime of the annuitant or in the case of a joint and survivorship annuity, for so long as either annuitant is alive, and may contain certain periods or cash refund features. Supplementary Contracts Not Involving Life Contingencies (SCNI) are settlement options purchased by individual life insurance policy and annuity contract proceeds generally providing periodic payment for a stated period or a stated amount. An alternative settlement option includes an accumulation phase based upon an initial interest rate which is guaranteed for period of time, and at the end of this period, payments will be based on interest at the rate declared by the company from time to time, but never less than the rate specified in the original life insurance policy or the contractual option. These periodic payment contracts generally provide for a level payout subject to changes in the declared interest rate. 5.2 Projection Assumptions 5.2.1 Mortality For SPDA and FPDA, no mortality is assumed in these projections. For Individual Payout Products, mortality is based on recent experience in this line of business. 5.2.2 Withdrawal/Lapse Withdrawal assumptions for the entire projection period reflect full and partial cash surrenders and are based on recent aggregate experience levels. 5.2.3 Expenses Non-investment expenses were projected using the company's expense allocation procedures, assuming a "going concern" basis. 5.2.4 Declared Interest Rates Interest rates currently being credited on the entire SPDA block are currentlly at 5.50%, the minimum guaranteed rate for most of the business. For the FPDA block interest rates are currently credited range from 4.00% to 5.75% with a weighted average of 5.25%. The minimum guaranteed rate is 4.00%. There are no changes in rates during the projection period. Page 17 of 44 Plan of Operation of Phoenix Life Insurance Company 259 Exhibit K to the Plan of Reorganization 6.0 VARIABLE ANNUITIES 6.1 In-force Model Phoenix Home Life and its life subsidiaries have sold variable annuities since 1981. The company sells both individual and group flexible premium variable annuity products. These products offer numerous separate account fund options with varying investment objectives as well as a Guaranteed Interest Account (GIA) general account fund. The current credited rate for the GIA is guaranteed for one year. The guaranteed minimum credited rate is 4%. Overall, approximately 5% of the total policyholder funds invest in the GIA option, and this percentage gradually increases to 7.0% during the financial projection. Separate account funds are accounted for on a unit value basis with daily pricing to reflect fund performance, mortality and expense fees, and asset management fees. Most products have an annual administration fee that is deducted on the policy anniversary for policies with account balances less than $50,000. Most products have a surrender charge that applies to full or partial surrenders occurring in the first 6 or 7 years from deposit. The individual annuity products introduced prior to 1999 have an initial surrender charge of 6% or 7%, as percentage of account value. This surrender charge grades off over six or seven years, depending on product type, as measured from date of deposit. Ten percent of the value of the contract at the last anniversary may be withdrawn each year free of any surrender charge. The older individual annuity products, with the six year surrender charge period, have a death benefit during the first 6 years equal to the greater of: (a) the sum of all premiums less any withdrawals, or (b) the contract value. During any subsequent 6 year period the death benefit is equal to the greater of: (a) the death benefit that would have been payable at the end of the immediately preceding 6 year period, plus any premium paid less any withdrawals since such date, or (b) the contract value. The newer annuity product, Big Edge Choice, has a death benefit which resets every anniversary to the greater of: (a) contract value (b) death benefit on the prior anniversary, plus premium paid less any withdrawals since the prior anniversary. Several individual variable annuity products have been introduced in the past few years. The minimum guaranteed rate on the GIA option is 3%. Some of these products have multiple commission options and death benefit options, and charge different M&E fees for these different death benefit options. Some of the death benefit options allow carryover of the unused portion of the free withdrawal percentage to future years, with a maximum of 30% of fund value. Several of the new products have surrender charges that generally grade off over seven years. However, one product has no surrender charges. The Group Strategic Edge is a flexible premium variable annuity product purchased by employers to fund tax-qualified pension or profit sharing plans such as defined contribution and defined benefit plans. The guaranteed minimum credited rate after the first policy year is 3%. Under the allocated contract the annual administrative fee is $15 per participant account. For the unallocated contract it is $300. The allocated contract has a six-year surrender charge schedule that starts at 6%, and grades off 1% per year. For the unallocated contract the surrender charge is based on account value by contract year. The surrender charge is 6% of account value in contract years 1 through 4, decreasing 1% per year to zero in contract year 10 and later. There is no 10% free withdrawal for the allocated contract. However, surrender charges are waived for Page 18 of 44 Plan of Operation of Phoenix Life Insurance Company 260 Exhibit K to the Plan of Reorganization payments of a plan benefit upon the participant's death, disability, termination, retirement (if at least 5 years since participant account has been established or participant is age 55 or older), or annuity purchase. A model was created by grouping the variable annuity in-force policies into model cells based on various criteria: product category, issue year and issue age. 6.2 Projection Assumptions 6.2.1 Mortality Mortality was projected using the 1983 Basic Table. 6.2.2 Withdrawal/Lapse Withdrawal assumptions reflect full and partial cash surrenders, and are based on experience studies reflecting actual recent experience. These rates vary by product line and duration. 6.2.3 Declared Interest Rates As mentioned above, the portion of policyholder funds invested in the GIA option ranged from 5 - 7% during the financial projection. The crediting rates on the GIA funds varied by duration (i.e. new vs. renewal), and whether funds were in the dollar-cost-average program with systematic transfers into the Separate Account funds. The weighted average credited rate on the GIA funds was 6.3% for year 2001, and graded to 7.0% for years 2005 & later. 6.2.4 Fund Performance The vast majority of policyholder funds are invested in the sub-accounts of the separate account. The average gross yield on the funds, before deductions for fees and loads, is assumed to be 8.0% throughout the projection period. 6.2.5 Reinsurance Most of the products had reinsurance coverage on portion of the death benefit in excess of account balance. The financial impact of this reinsurance (i.e. premiums paid less death benefits recovered) was reflected in the financial projection. 6.2.6 Expenses Non-investment expenses were projected using the company's expense allocation procedures, assuming a "going concern" basis. Page 19 of 44 Plan of Operation of Phoenix Life Insurance Company 261 Exhibit K to the Plan of Reorganization 6.2.7 Commissions Various commission options were modeled. These options had a different mixture between up-front compensation (as a percentage of deposit) and subsequent fund based trail commissions that might vary by duration. Trail commissions are commissions paid after the first contract year independent of any additional deposits into the contract, and are generally calculated as a percentage of the policy's account value. 6.3 New Business. Product sales assumptions are consistent with product pricing. The new business premium levels are provided in Exhibit III. 7.0 INDIVIDUAL HEALTH INSURANCE 7.1 In-force Model A model was constructed which was used to project income statements for each year from 2001 to 2010 for the Individual Health business. Individual Health includes Individual Disability Income (both former Phoenix Mutual Life and former Home Life's Union Central block) and Individual Major Medical. They are all closed blocks and no new issues are anticipated. 7.2 Projection assumptions 7.2.1 Premiums and Considerations Estimates of premium payments and considerations (fees) are made, by product, based on historical experience. 7.2.2 Investment Income Investment income projections were based upon the assets backing the Individual Health business. 7.2.3 Benefit Payments Estimates of benefit payments are made, by product, based on historical experience. 7.2.4 Surrenders Surrenders on Individual Health products are assumed to be zero. 7.2.5 Increase in Reserves Increases in claim liabilities (Incurred but Not Reported Claims, Disability Claims in Payment, Pending and Resisted Claims, etc.) are based on historical experience. Page 20 of 44 Plan of Operation of Phoenix Life Insurance Company 262 Exhibit K to the Plan of Reorganization 7.2.6 Expenses Non-investment expenses (including commissions) were projected based on recent experience and assume a "going concern." Expense allocations to the Individual Health business are based on current expense allocation methodology. 8.0 PFG HOLDINGS (PFG) - LIFE AND ANNUITY 8.1 In-force Model This company sells customized variable universal life and variable annuities. The target market for these products is high net worth clients capable of contributing premium of $2.0 million or more. Both the life and annuity lines operate on a spread basis, with the company retaining asset-based charges to cover expenses and generate profits. Reinsurance is used extensively on the life products by setting a low retention limit of $125,000 per life. The cost of insurance charges are intended to cover reinsurance costs plus the relatively insignificant mortality costs on the portions retained. Commission and other acquisition costs are covered by product loads. 8.2 Projection Assumptions The size of the business is quite small. Funds under management were $147 million on December 31, 1999. Therefore, a simplified model was used. 8.2.1 Fund Performance An earnings rate of 10% per year before deductions for fees and loads was assumed. 8.2.2. Withdrawals/Lapses 2% of the prior year's fund balance was assumed to lapse or be withdrawn each year. 8.2.3 Fees Fees were assumed to be 1.3% to 1.5% of average account balance. 8.2.4 Death Benefits Death benefits were projected net of reinsurance, based on recent experience. 8.2.5 Expenses Expenses were based on current experience. Page 21 of 44 Plan of Operation of Phoenix Life Insurance Company 263 Exhibit K to the Plan of Reorganization 9.0 ASSETS AND REINVESTMENT 9.1 Bonds. Bonds are projected based upon their contractual terms including the coupon payable and any sinking fund payments. Bond prepayments include private placement sinking fund payments and bond calls. Private placement sinking fund payments are projected based upon their contractual terms. Deductions from investment income are made for investment expenses. Default assumptions are based upon the Society of Actuaries default rate study. Defaults are written down to market value and assumed to be sold one year later. Defaults are reflected as unrealized losses when written down and realized losses when sold. A bond is projected to be called when the calculated market price is equal to or greater than the call price. 9.2 Commercial Mortgages. Investment income and principal repayments are projected by the company's unaffiliated mortgage investment advisor, iStar Assets Services Inc. Deductions from investment income are made for investment expenses. iStar makes projections based upon the contractual terms of the mortgage adjusted for default assumptions. Defaults are projected based upon a loan by loan review performed by iStar mortgage experts. Defaults are written down and assumed to be paid off or foreclosed immediately. Writedowns are reflected as unrealized capital losses. 9.3 Real Estate. Cash flows have been estimated by Henderson Investors, N.A., the company's unaffiliated real estate advisor. The value at sale for any properties sold during the projection period is estimated by Henderson as well. 9.4 Equities. Equities were assumed to earn a 1% dividend yield and 8% market appreciation each year. 9.5 Reinvestment Rate - Closed Block. Reinvestment rates are consistent with rates used in the closed block calculations. 9.6 Reinvestment Rate - Other. Reinvestment rates are consistent with Phoenix's business plan as of December 18, 2000. 9.7 Investment Expenses. Investment expenses are projected based upon the investment management fees paid to our various investment advisors. These fees vary by asset class but represent a blended rate of 20 basis points. Page 22 of 44 Plan of Operation of Phoenix Life Insurance Company 264 Exhibit K to the Plan of Reorganization PART III - ACTUARIAL PROJECTIONS
Phoenix 2001 - 2010 Statutory Financial Plan STATUTORY SURPLUS 1999 2000 2001 2002 2003 2004 ($ in millions) Actual Reprojected Plan Plan Plan Plan -------- ----------- --------- --------- --------- --------- STATUTORY SURPLUS (Including AVR) Change in Surplus Gain from Operations - After FIT and Dividends 99.0 257.0 366.3 117.1 129.9 151.9 Gain from Sale of Discontinued Operations - After FIT 43.0 81.8 0.0 0.0 0.0 0.0 Realized Capital Gains/(Losses) - After FIT 28.8 35.7 6.3 (44.2) (43.3) (41.8) Unrealized Capital Gains/Losses) 41.5 36.9 (43.6)(1) 10.1 10.8 11.9 Dividend to Parent (2) 0.0 0.0 (142.9) (159.5) (117.1) (129.9) Prior Period adjustment 33.0 0.0 0.0 0.0 0.0 0.0 Other Surplus Changes (25.7) (21.3) 0.0 0.0 0.0 0.0 -------- --------- --------- --------- --------- --------- Net Change in Surplus before Surplus Notes 219.7 390.1 186.1 (76.4) (19.6) (7.9) Issuance of Surplus Notes (net) (3) 1.9 1.0 1.9 1.9 11.8 0.0 -------- --------- --------- --------- --------- --------- Net Change in Surplus 221.6 391.1 188.0 (74.5) (7.8) (7.9) Beginning Surplus Balance 1,205.7 1,427.3 1,818.3 2,006.3 1,931.8 1,924.0 -------- --------- --------- --------- --------- --------- Ending Surplus Balance 1,427.3 1,818.3 2,006.3 1,931.8 1,924.0 1,916.1 ======== ========= ========= ========= ========= ========= STATUTORY ASSETS Policy Loans 2,042.6 2,074.6 2,151.8 2,210.5 2,269.8 2,331.6 Separate Account Liabilities 5,923.8 6,058.4 6,929.7 8,064.2 9,518.2 11,387.7 General Account Assets 13,674.3 13,867.9 14,363.2 14,711.6 15,093.9 15,388.7 Total Assets 19,632.4 19,960.6 21,322.7 22,808.1 24,646.9 26,814.0 CAPITAL ADEQUACY MEASURES Surplus/Assets 7.27% 9.11% 9.41% 8.47% 7.81% 7.15% Surplus/Assets (adj.for Plcy Lns & Sep Accts) 12.23% 15.37% 16.39% 15.41% 14.96% 14.63% Risk Based Capital Ratio 253% 248% 303% 295% 292% 289%
Phoenix 2001 - 2010 Statutory Financial Plan STATUTORY SURPLUS 2005 2006 2007 2008 2009 2010 ($ in millions) Plan Plan Plan Plan Plan Plan --------- --------- --------- --------- --------- --------- STATUTORY SURPLUS (Including AVR) Change in Surplus Gain from Operations - After FIT and Dividends 174.2 191.1 194.4 204.9 223.1 230.2 Gain from Sale of Discontinued Operations - After FIT 0.0 0.0 0.0 0.0 0.0 0.0 Realized Capital Gains/(Losses) - After FIT (40.0) (36.9) (35.7) (33.7) (33.2) (34.0) Unrealized Capital Gains/Losses) 13.7 13.9 15.1 15.7 17.7 23.9 Dividend to Parent (2) (146.9) (145.3) (128.4) (131.3) (135.1) (140.7) Prior Period adjustment 0.0 0.0 0.0 0.0 0.0 0.0 Other Surplus Changes 0.0 0.0 0.0 0.0 0.0 0.0 --------- --------- --------- --------- --------- --------- Net Change in Surplus before Surplus Notes 1.0 22.8 45.4 55.7 72.5 79.4 Issuance of Surplus Notes (net) (3) 0.0 (175.0) 0.0 0.0 0.0 0.0 --------- --------- --------- --------- --------- --------- Net Change in Surplus 1.0 (152.2) 45.4 55.7 72.5 79.4 Beginning Surplus Balance 1,916.1 1,917.1 1,764.9 1,810.2 1,865.9 1,938.4 --------- --------- --------- --------- --------- --------- Ending Surplus Balance 1,917.1 1,764.9 1,810.2 1,865.9 1,938.4 2,017.8 ========= ========= ========= ========= ========= ========= STATUTORY ASSETS Policy Loans 2,398.4 2,475.0 2,551.2 2,628.3 2,707.7 2,790.6 Separate Account Liabilities 13,328.9 15,832.8 18,681.3 21,893.1 25,493.1 29,515.0 General Account Assets 15,659.4 15,687.8 16,131.9 16,627.6 17,163.4 17,524.5 Total Assets 29,028.9 31,564.6 34,860.7 38,571.9 42,711.8 47,328.0 CAPITAL ADEQUACY MEASURES Surplus/Assets 6.60% 5.59% 5.19% 4.84% 4.54% 4.26% Surplus/Assets (adj.for Plcy Lns & Sep Accts) 14.41% 13.31% 13.28% 13.28% 13.36% 13.43% Risk Based Capital Ratio 289%
(1) The unrealized losses represent a planned disposition of equities to be reinvested in bonds. These unrealized losses are offset by realized capital gains. (2) Dividends to parent are in accordance with Section 4207 of the New York Insurance Law, the lesser of 10% of surplus (excluding AVR) or gain from operations for the preceding year, excluding realized capital gains. (3) In 1996 Phoenix issued $175 million of surplus notes. These notes mature in 2006. In accordance with Section 1307 (Contingent liability for borrowings) of the New York Insurance Law an indemnity reserve was established. The amounts shown in 1999 through 2003 are the release of this $17.5 million reserve. Page 23 of 44 Plan of Operation of Phoenix Life Insurance Company 265 Exhibit K to the Plan of Reorganization PART III - ACTUARIAL PROJECTIONS
2001 - 2010 Statutory Financial Plan CONSOLIDATED STATUTORY BALANCE SHEET ($ in millions) 1999 2000 2001 2002 2003 2004 2005 2006 Actual Reprojected Plan Plan Plan Plan Plan Plan -------- ----------- -------- -------- -------- -------- -------- -------- ASSETS Bonds & Preferred 8,511.0 8,234.9 9,378.1 9,647.1 10,025.7 10,287.6 10,486.3 10,460.6 Mortgage Loans 730.4 627.1 515.2 460.7 360.3 308.6 267.6 178.2 -------- -------- -------- -------- -------- -------- -------- -------- Total Fixed Income 9,241.4 8,862.0 9,893.3 10,107.8 10,386.0 10,596.2 10,753.9 10,638.8 -------- -------- -------- -------- -------- -------- -------- -------- Real Estate 135.4 131.3 120.4 117.1 113.4 109.5 100.9 95.8 Common Stocks 350.6 374.3 192.6 208.2 225.0 243.2 262.8 284.0 Affiliates 475.4 986.9 505.4 505.4 505.4 505.4 505.4 505.4 Venture Capital 338.1 590.2 637.2 661.4 647.6 626.3 604.3 594.5 Other Invested Assets 232.0 212.6 256.8 297.7 344.2 375.8 431.2 468.8 -------- -------- -------- -------- -------- -------- -------- -------- Total Equities 1,531.5 2,295.3 1,712.5 1,790.0 1,835.6 1,860.3 1,904.7 1,948.4 -------- -------- -------- -------- -------- -------- -------- -------- Policy Loans 2,042.6 2,074.6 2,151.8 2,210.5 2,269.8 2,331.6 2,398.4 2,475.0 Cash & Short Term Investments 288.8 133.0 137.3 138.5 143.6 148.8 153.2 157.6 -------- -------- -------- -------- -------- -------- -------- -------- Total Invested Assets 13,104.3 13,364.9 13,894.9 14,246.8 14,635.0 14,936.8 15,210.1 15,219.9 Other Assets 570.0 503.0 468.3 464.9 458.9 451.9 449.3 467.9 -------- -------- -------- -------- -------- -------- -------- -------- Total General Account Assets 13,674.3 13,867.9 14,363.2 14,711.6 15,093.9 15,388.7 15,659.4 15,687.8 Separate Account Assets 5,958.1 6,092.7 6,959.5 8,096.4 9,553.0 11,425.3 13,369.5 15,876.7 -------- -------- -------- -------- -------- -------- -------- -------- Total Assets 19,632.4 19,960.6 21,322.7 22,808.1 24,646.9 26,814.0 29,028.9 31,564.6 ======== ======== ======== ======== ======== ======== ======== ======== LIABILITIES Individual - Policyholder Dividends 373.4 387.9 402.2 419.5 432.9 455.6 486.5 520.9 Individual Life and Annuity 10,530.0 10,868.2 11,228.5 11,662.4 12,082.1 12,382.8 12,640.5 12,972.8 Variable Products 71.2 106.7 114.7 112.5 108.5 104.1 102.7 99.6 Group Life & Health 515.1 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Other Liabilities 762.5 706.1 646.9 624.2 588.4 574.8 559.8 379.4 Interest Maintenance Reserve (IMR) 29.1 14.9 (5.5) (6.5) (7.1) (7.1) (6.7) (5.9) Separate Account Liabilities 5,923.8 6,058.4 6,929.7 8,064.2 9,518.2 11,387.7 13,328.9 15,832.8 -------- -------- -------- -------- -------- -------- -------- -------- Total Liabilities 18,205.1 18,142.3 19,316.5 20,876.3 22,723.0 24,897.9 27,111.8 29,799.7 -------- -------- -------- -------- -------- -------- -------- -------- SURPLUS Asset Valuation Reserve (AVR) 373.2 389.2 389.2 411.1 430.5 447.3 464.1 480.9 Surplus Notes 175.0 175.0 175.0 175.0 175.0 175.0 175.0 0.0 Surplus 879.1 1,254.2 1,442.1 1,345.7 1,318.4 1,293.8 1,278.0 1,284.0 -------- -------- -------- -------- -------- -------- -------- -------- Total AVR and Surplus 1,427.3 1,818.3 2,006.3 1,931.8 1,924.0 1,916.1 1,917.1 1,764.9 -------- -------- -------- -------- -------- -------- -------- -------- Total Liabilities & Surplus 19,632.4 19,960.6 21,322.7 22,808.1 24,646.9 26,814.0 29,028.9 31,564.6 ======== ======== ======== ======== ======== ======== ======== ========
2001 - 2010 Statutory Financial Plan CONSOLIDATED STATUTORY BALANCE SHEET ($ in millions) 2007 2008 2009 2010 Plan Plan Plan Plan -------- -------- -------- -------- ASSETS Bonds & Preferred 10,803.9 11,155.0 11,521.0 11,693.1 Mortgage Loans 106.1 76.6 64.8 55.2 -------- -------- -------- -------- Total Fixed Income 10,910.0 11,231.6 11,585.8 11,748.3 -------- -------- -------- -------- Real Estate 90.5 85.2 79.7 74.1 Common Stocks 306.9 331.6 358.3 387.1 Affiliates 505.4 505.4 505.4 505.4 Venture Capital 594.4 594.4 594.4 594.0 Other Invested Assets 510.8 554.5 600.0 647.6 -------- -------- -------- -------- Total Equities 2,008.1 2,071.1 2,137.8 2,208.3 -------- -------- -------- -------- Policy Loans 2,551.2 2,628.3 2,707.7 2,790.6 Cash & Short Term Investments 162.9 168.7 175.1 182.0 -------- -------- -------- -------- Total Invested Assets 15,632.2 16,099.7 16,606.4 16,929.2 Other Assets 499.7 528.0 557.0 595.3 -------- -------- -------- -------- Total General Account Assets 16,131.9 16,627.6 17,163.4 17,524.5 Separate Account Assets 18,728.7 21,944.3 25,548.4 29,803.5 -------- -------- -------- -------- Total Assets 34,860.7 38,571.9 42,711.8 47,328.0 ======== ======== ======== ======== LIABILITIES Individual - Policyholder Dividends 560.8 606.1 657.1 714.1 Individual Life and Annuity 13,325.5 13,700.0 14,066.7 14,447.5 Variable Products 104.8 121.1 155.9 216.9 Group Life & Health 0.0 0.0 0.0 0.0 Other Liabilities 382.9 389.6 404.0 419.9 Interest Maintenance Reserve (IMR) (4.9) (4.0) (3.4) (3.2) Separate Account Liabilities 18,681.3 21,893.1 25,493.1 29,515.0 -------- -------- -------- -------- Total Liabilities 33,050.4 36,706.0 40,773.5 45,310.2 -------- -------- -------- -------- SURPLUS Asset Valuation Reserve (AVR) 497.7 514.5 531.3 548.1 Surplus Notes 0.0 0.0 0.0 0.0 Surplus 1,312.6 1,351.4 1,407.1 1,469.8 -------- -------- -------- -------- Total AVR and Surplus 1,810.2 1,865.9 1,938.4 2,017.8 -------- -------- -------- -------- Total Liabilities & Surplus 34,860.7 38,571.9 42,711.8 47,328.0 ======== ======== ======== ========
Page 24 of 44 Plan of Operation of Phoenix Life Insurance Company 266 Exhibit K to the Plan of Reorganization PART III - ACTUARIAL PROJECTIONS
Phoenix 2001 - 2010 Statutory Financial Plan CONSOLIDATED STATEMENT OF INCOME ($ in thousands) 1999 2000 2001 2002 2003 Actual Reprojected Plan Plan Plan ---------- ------------ ---------- ---------- ---------- REVENUES Premium Income, Fees and Other Considerations 2,018,380 1,503,776 1,319,798 1,330,544 1,352,531 Net Investment Income (3) 980,568 1,102,260(1) 1,213,580(4) 1,012,605 1,039,850 ---------- ---------- ---------- ---------- ---------- Total Revenues 2,998,948 2,606,036 2,533,378 2,343,149 2,392,381 ---------- ---------- ---------- ---------- ---------- BENEFITS, LOSSES & EXPENSES Policy Benefits Excl Policyholder Divedends 2,094,014 1,622,816 1,434,262 1,455,766 1,462,886 Policyholder Dividends 359,453 378,787 389,040 400,965 411,751 Operating Expenses 450,359 365,284 347,514 350,039 361,178 ---------- ---------- ---------- ---------- ---------- Total Benefits, Losses and Expenses 2,903,826 2,366,886 2,170,816 2,206,770 2,235,815 ---------- ---------- ---------- ---------- ---------- Gain from Operations - before FIT 95,122 239,149 362,562 136,379 156,566 Federal Income Tax Expense/(Credit) (3,860) (17,900) (3,745) 19,236 26,647 ---------- ---------- ---------- ---------- ---------- Gain from Operations - after FIT 98,982 257,049 366,307 117,143 129,919 Realized Capital Gains/(Losses), net of Income Taxes 28,775 35,665 6,318 (44,206)(2) (43,302)(2) ---------- ---------- ---------- ---------- ---------- Net Income 127,757 292,714 372,625 72,937 86,617 ========== ========== ========== ========== ==========
Phoenix 2001 - 2010 Statutory Financial Plan CONSOLIDATED STATEMENT OF INCOME ($ in thousands) 2004 2005 2006 2007 2008 Plan Plan Plan Plan Plan ---------- ---------- ---------- ---------- ---------- REVENUES Premium Income, Fees and Other Considerations 1,359,517 1,389,745 1,437,164 1,492,683 1,565,519 Net Investment Income (3) 1,070,429 1,095,270 1,117,164 1,148,114 1,178,025 ---------- ---------- ---------- ---------- ---------- Total Revenues 2,429,947 2,485,015 2,554,328 2,640,797 2,743,544 ---------- ---------- ---------- ---------- ---------- BENEFITS, LOSSES & EXPENSES Policy Benefits Excl Policyholder Divedends 1,447,915 1,436,482 1,449,422 1,489,450 1,550,522 Policyholder Dividends 414,606 422,329 432,270 449,570 452,951 Operating Expenses 373,954 389,780 403,844 422,802 441,746 ---------- ---------- ---------- ---------- ---------- Total Benefits, Losses and Expenses 2,236,475 2,248,591 2,285,537 2,361,823 2,445,219 ---------- ---------- ---------- ---------- ---------- Gain from Operations - before FIT 193,472 236,424 268,791 278,974 298,324 Federal Income Tax Expense/(Credit) 41,572 62,200 77,651 84,581 93,376 ---------- ---------- ---------- ---------- ---------- Gain from Operations - after FIT 151,900 174,224 191,140 194,393 204,948 Realized Capital Gains/(Losses), net of Income Taxes (41,819)(2) (40,021)(2) (36,941)(2) (35,726)(2) (33,679)(2) ---------- ---------- ---------- ---------- ---------- Net Income 110,080 134,202 154,199 158,667 171,270 ========== ========== ========== ========== ==========
Phoenix 2001 - 2010 Statutory Financial Plan CONSOLIDATED STATEMENT OF INCOME ($ in thousands) 2009 2010 Plan Plan ---------- ---------- REVENUES Premium Income, Fees and Other Considerations 1,639,724 1,728,689 Net Investment Income (3) 1,218,095 1,259,112 ---------- ---------- Total Revenues 2,857,819 2,987,801 ---------- ---------- BENEFITS, LOSSES & EXPENSES Policy Benefits Excl Policyholder Divedends 1,603,311 1,688,287 Policyholder Dividends 462,557 471,401 Operating Expenses 459,386 483,621 ---------- ---------- Total Benefits, Losses and Expenses 2,525,254 2,643,310 ---------- ---------- Gain from Operations - before FIT 332,565 344,491 Federal Income Tax Expense/(Credit) 109,452 114,257 ---------- ---------- Gain from Operations - after FIT 223,113 230,234 Realized Capital Gains/(Losses), net of Income Taxes (33,222)(2) (34,012)(2) ---------- ---------- Net Income 189,891 196,222 ========== ==========
(1) Includes pre-tax investment income from our venture capital partnership investments of $274 million, an increase of $134 million from 1999. (2) Reflects credit loss assumptions on fixed income assets (3) Reflects operating income from non-insurance affiliates including Phoenix Investment Partners (PXP). (4) Includes a gain from the destacking of PXP of $275 million. PXP is destacked at market value of $770 million ($15.75/share). The carrying value of PXP is $495 million. Page 25 of 44 Plan of Operation of Phoenix Life Insurance Company 267 Exhibit K to the Plan of Reorganization EXHIBIT I DESCRIPTION OF SUBSIDIARIES OCTOBER 31, 2000 238 COLUMBUS BLVD., INC. Formed to purchase a local property. No longer holds any real estate assets. ABERDEEN ASSET MANAGEMENT PLC Investment Manager of global assets for institutional and retail clients. ADRIAEN'S LANDING MANAGEMENT COMPANY, LLC Coordination role in a real estate development project. AGL LIFE ASSURANCE COMPANY Issuer of private placement annuities and life insurance. AMERICAN PHOENIX INVESTMENTS LIMITED Distributor of Phoenix Home Life Mutual Insurance Company investment services and products in the United Kingdom. AMERICAN PHOENIX LIFE AND REASSURANCE COMPANY Reinsurer currently with a run-off block of business. A.F.J.P. PRORENTA, S.A. Pension management company in Argentina. APLAR SERVICES, LTD. Representative office in London. BOA PROPERTIES, INC. Corporate general partner of a real estate holding company. CAT BONDS INVESTORS, LLC Investment vehicle for CAT Bonds and CAT Swaps. DP HOLDINGS, LTD. Canadian holding company. Currently dormant. DPCM HOLDINGS, INC. Holding company. DPIM, INC. Investment management holding company. Page 26 of 44 Plan of Operation of Phoenix Life Insurance Company 268 Exhibit K to the Plan of Reorganization DUFF & PHELPS INVESTMENT MANAGEMENT COMPANY Registered investment adviser providing investment management services to certain Phoenix funds and other institutional and individual clients. EMPRENDIMIENTO COMPARTIDO, S.A. Non-operating holding corporation owning: (1) AFJP Prorenta, S.A. (pension); (2) ProFuturo Compania de Seguros de Retiro, S.A. (annuities); and (3) ProFuturo Compania de Seguros de Vida, S.A. (life insurer) in Argentina. EUCLID ADVISERS, LLC Registered investment adviser to Euclid mutual funds. PASADENA CAPITAL CORPORATION Holding company. PFG DISTRIBUTION COMPANY Broker-dealer for private placement life and annuity operation. PFG HOLDINGS, INC. Holding company for private placement life and annuity operation. PFG INSURANCE AGENCY OF TEXAS, INC. Insurance agency for private placement life and annuity operation. PHILADELPHIA FINANCIAL GROUP, INC. Insurance agency for private placement life and annuity operation. PHILADELPHIA FINANCIAL INSURANCE AGENCY OF MASSACHUSETTS, INC. Insurance agency for private placement life and annuity operation. PHL ASSOCIATES, INC.; PHL ASSOCIATES INSURANCE AGENCY OF AL, INC.; PHL ASSOCIATES INSURANCE AGENCY OF MA, INC.; PHL ASSOCIATES INSURANCE AGENCY OF NM, INC; PHL ASSOCIATES INSURANCE AGENCY OF OH, INC.; AND PHL ASSOCIATES OF TEXAS, INC. Insurance agencies formed to facilitate the sale by Phoenix' affiliated distribution of products written by non-Phoenix companies. PHL GLOBAL HOLDING COMPANY Mauritius-based holding company for investments in foreign subsidiaries. PHL VARIABLE INSURANCE COMPANY Life insurance company offering variable annuities and variable life insurance products. PHOENIX-ABERDEEN INTERNATIONAL ADVISORS, LLC Registered investment adviser owned jointly with Aberdeen Fund Managers, Inc. PHOENIX CAPITAL ADVISOR, INC. Registered investment adviser. Page 27 of 44 Plan of Operation of Phoenix Life Insurance Company 269 Exhibit K to the Plan of Reorganization PHOENIX CHARTER OAK TRUST COMPANY Trust company providing investment management and custodial servicing. PHOENIX DUFF & PHELPS INVESTMENT ADVISORS Dormant. PHOENIX EQUITY PLANNING CORPORATION Registered broker-dealer that serves as principal underwriter and national distributor of the Phoenix Funds and of Phoenix Home Life's variable products. PHOENIX FOUNDERS, INC. General partner in developmental real estate joint ventures. PHOENIX GLOBAL INVESTMENTS COMPANY Japanese institutional investment manager. PHOENIX GLOBAL SOLUTIONS (INDIA) PVT. LTD. Provider of software services. PHOENIX GLOBAL SOLUTIONS, INC. Provider of software services. PHOENIX GROUP HOLDINGS, INC. Holding company. PHOENIX INTERNATIONAL CAPITAL CORPORATION Managers of portfolio of several strategic investments. PXP INSTITUTIONAL MARKETS GROUP, LTD. Registered investment adviser. PHOENIX INVESTMENT COUNSEL, INC. Registered investment adviser providing investment management services to Phoenix funds, institutional and individual clients. PHOENIX INVESTMENT PARTNERS, LTD. Registered investment adviser and holding company, which provides investment management and other related services through its subsidiaries. PHOENIX LIFE AND ANNUITY COMPANY Life insurance company. PHOENIX LIFE AND REASSURANCE COMPANY OF NEW YORK Life insurance company licensed in New York only. PHOENIX NATIONAL INSURANCE COMPANY Life insurance company; no active business. Page 28 of 44 Plan of Operation of Phoenix Life Insurance Company 270 Exhibit K to the Plan of Reorganization PHOENIX NEW ENGLAND TRUST HOLDING COMPANY Holding company for trust operations. PHOENIX REAL ESTATE SECURITIES, INC. Depositor in securitization of Phoenix Home Life's commercial mortgage loans. PHOENIX REALTY EQUITY INVESTMENTS, INC. Real estate general partner. PHOENIX REALTY GROUP, INC. Holding company for real estate assets. PHOENIX REALTY INVESTORS, INC. General partner of a limited partnership whose partners are all institutional investors. PHOENIX REALTY SECURITIES, INC. Shell corporation. PHOENIX STRATEGIC CAPITAL CORPORATION Manager of a portfolio of several strategic investments. PHOENIX VARIABLE ADVISORS, INC. Registered investment adviser. PHOENIX/ZWEIG ADVISERS, LLC Registered investment adviser to Zweig mutual funds. PHOENIXLINK INVESTMENTS INC. Broker-dealer. PM HOLDINGS, INC. Holding company for Phoenix subsidiaries. PML INTERNATIONAL INSURANCE LIMITED Bermuda-based insurance company; currently a shell. PRACTICARE, INC. Physician practice management company. PROFUTURO COMPANIA DE SEGUROS DE RETIRO, S.A. Annuity company in Argentina. PROFUTURO COMPANIA DE SEGUROS DE VIDA, S.A. Life insurance company in Argentina. PXP SECURITIES CORP. Broker-dealer serving as introducing broker for PXP funds. Page 29 of 44 Plan of Operation of Phoenix Life Insurance Company 271 Exhibit K to the Plan of Reorganization ROGER ENGEMANN & ASSOCIATES, INC. Registered investment adviser. ROGER ENGEMANN MANAGEMENT CO., INC. Dormant. SENECA CAPITAL MANAGEMENT LLC Registered investment advisor. WORLDWIDE PHOENIX LIMITED Fund distributor. WORKPLUS.COM INC. On-line insurance agency. W.S. GRIFFITH & CO., INC.; W.S. GRIFFITH INSURANCE AGENCY OF AL, INC.; W.S. GRIFFITH INSURANCE AGENCY OF MA, INC.; W.S. GRIFFITH INSURANCE AGENCY OF NM, INC.; W.S. GRIFFITH INSURANCE AGENCY OF OH, INC.; W.S. GRIFFITH INSURANCE AGENCY OF TX, INC. These companies are registered broker-dealers that act as retail broker-dealers for Phoenix Home Life agents. Page 30 of 44 Plan of Operation of Phoenix Life Insurance Company 272 Exhibit K to the Plan of Reorganization EXHIBIT II OVERVIEW OF PHOENIX HOME LIFE SUBSIDIARIES (AS OF 12/15/2000) [OVERVIEW OF PHOENIX HOME LIFE FLOWCHART] Page 31 of 44 Plan of Operation of Phoenix Life Insurance Company 273 Exhibit K to the Plan of Reorganization INSURANCE OPERATIONS (Page 1 of 2) [INSURANCE OPERATIONS FLOWCHART] Page 32 of 44 Plan of Operation of Phoenix Life Insurance Company 274 Exhibit K to the Plan of Reorganization INSURANCE OPERATIONS (Page 2 of 2) [INSURANCE OPERATIONS FLOWCHART] Page 33 of 44 Plan of Operation of Phoenix Life Insurance Company 275 Exhibit K to the Plan of Reorganization INVESTMENT OPERATIONS - REAL ESTATE [INVESTMENT OPERATIONS - REAL ESTATE FLOWCHART] Page 34 of 44 Plan of Operation of Phoenix Life Insurance Company 276 Exhibit K to the Plan of Reorganization INVESTMENT OPERATIONS - OTHER [INVESTMENT OPERATIONS - OTHER FLOWCHART] Page 35 of 44 Plan of Operation of Phoenix Life Insurance Company 277 Exhibit K to the Plan of Reorganization PHOENIX INVESTMENT PARTNERS, LTD. (Page 1 of 2) [PHOENIX INVESTMENT PARTNERS, LTD. FLOWCHART] Page 36 of 44 Plan of Operation of Phoenix Life Insurance Company 278 Exhibit K to the Plan of Reorganization PHOENIX INVESTMENT PARTNERS, LTD. (Page 2 of 2) [PHOENIX INVESTMENT PARTNERS, LTD. FLOWCHART] Page 37 of 44 Plan of Operation of Phoenix Life Insurance Company 279 Exhibit K to the Plan of Reorganization INTERNATIONAL OPERATIONS [INTERNATIONAL OPERATIONS FLOWCHART] Page 38 of 44 Plan of Operation of Phoenix Life Insurance Company 280 Exhibit K to the Plan of Reorganization OTHER OPERATIONS [OTHER OPERATIONS FLOWCHART] Page 39 of 44 Plan of Operation of Phoenix Life Insurance Company 281 Exhibit K to the Plan of Reorganization EXHIBIT III PRODUCTS EXPECTED TO BE OFFERED AFTER THE EFFECTIVE DATE
---------------------------- ------------------- ------------------- ------------------------------------------- 1999 AVG. FACE VALUE OR Product* Par/Non-par DEPOSIT Notes ---------------------------- ------------------- ------------------- ------------------------------------------- Traditional Whole Life Par $435,000 Fixed premium life insurance on the lives Insurance of one or two individuals with an assortment of riders. These products are intended to be similar to products issued prior to the Effective Date. ---------------------------- ------------------- ------------------- ------------------------------------------- Individual Term Life Non-par $548,000 Indeterminate premium Individual term Insurance life insurance: both annually increasing term and level term for 10 and 20 year periods. ---------------------------- ------------------- ------------------- ------------------------------------------- Universal Life Non-par $ 279,000 Flexible premium unbundled life insurance on one or two lives in which net premiums are invested in a fixed fund. ---------------------------- ------------------- ------------------- ------------------------------------------- Variable Universal Life Non-par $1,373,000 Flexible premium unbundled life insurance on one or two lives in which net premiums may be allocated to a variety of investment options or to the General Account. ---------------------------- ------------------- ------------------- ------------------------------------------- Variable Deferred Annuities Non-par $ 18,000 Annuities where deposits are allocated to a variety of investment options or to the General Account. ---------------------------- ------------------- ------------------- ------------------------------------------- Single Premium Immediate Non-par N/A Invested in a variety of investment Annuity Contracts options or the general account providing a stream of annuity payments as established by the client. ---------------------------- ------------------- ------------------- ------------------------------------------- Supplementary Contracts Non-par N/A Either life contingent or non-life contingent, providing a stream of annuity payments as established by the client. These contracts are established upon the client's request to convert a deferred product to a payout product. ---------------------------- ------------------- ------------------- -------------------------------------------
-------- * Private placement life and annuity are included in the descriptions for variable universal life and variable deferred annuities above, respectively. COLI is described by the variable universal life description above, but was not included in the projections shown in Part III of this Plan of Operation. Page 40 of 44 Plan of Operation of Phoenix Life Insurance Company 282 Exhibit K to the Plan of Reorganization Exhibit 3 SALES ASSUMPTIONS (IN $ THOUSANDS)
2001 2002 2003 2004 2005 2006 2007 2008 2009 Plan Plan Plan Plan Plan Plan Plan Plan Plan FIRST YEAR ANNUALIZED LIFE PREMIUM Closed Block 7,000 0 0 0 0 0 0 0 0 Term 10,100 10,600 11,100 11,700 12,300 13,530 14,883 16,371 18,008 Universal Life 20,100 25,400 29,200 33,600 38,700 42,570 46,827 51,510 56,661 Variable Universal Life 69,800 81,700 89,200 97,200 105,800 116,380 128,018 140,820 154,902 ----------------------------------------------------------------------------------------------- Total Annualized Premium 107,000 117,700 129,500 142,500 156,800 172,480 189,728 208,701 229,571 SINGLE LIFE PREMIUM - NEW DEPOSITS Universal Life 9,500 11,200 12,100 13,300 14,800 16,280 17,908 19,699 21,669 Variable Universal Life 92,113 98,324 105,007 112,199 119,947 131,942 145,136 159,649 175,614 VARIABLE ANNUITY DEPOSITS 817,810 1,092,775 1,366,419 1,732,931 2,007,249 2,197,974 2,387,771 2,576,549 2,764,204 IMMEDIATE VARIABLE ANNUITY DEPOSITS 72,190 100,825 130,925 168,307 198,038 217,842 239,626 263,588 289,947
2010 Plan FIRST YEAR ANNUALIZED LIFE PREMIUM Closed Block 0 Term 19,809 Universal Life 62,327 Variable Universal Life 170,392 --------- Total Annualized Premium 252,528 SINGLE LIFE PREMIUM - NEW DEPOSITS Universal Life 23,836 Variable Universal Life 193,176 VARIABLE ANNUITY DEPOSITS 2,950,624 IMMEDIATE VARIABLE ANNUITY DEPOSITS 318,942
Page 41 of 44 Plan of Operation of Phoenix Life Insurance Company 283 Exhibit K to the Plan of Reorganization EXHIBIT IV PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY ("THE COMPANY") SIGNIFICANT REINSURANCE ARRANGEMENTS 1. Effective 10/1/98, the Company entered into reinsurance treaties with six reinsurers to cede 80% of certain inforce traditional policies on a YRT basis. This treaty also covers traditional business currently issued. As of 12/31/99, the face amount ceded was $36.7 billion. 2. Effective 7/1/99, 80% of our inforce variable universal life business is ceded to five reinsurers on a YRT basis. This reinsurance treaty also covers new business for this block. As of 12/31/99, the face amount ceded was $11.0 billion. 3. Effective 12/31/97, 80% of the inforce business assumed from Confederation Life was ceded to two reinsurers on a YRT basis. As of 12/31/99, the face amount ceded was $4.0 billion. This is a closed block of business. 4. Effective 8/1/98, 80% of our inforce TLS-XLT product (10-year term) is ceded to two reinsurers on a coinsurance basis. This represented $449.9 million of face amount ceded as of 12/31/99 and $1.4 million of reserves as of 12/31/99. This policy is no longer being sold. 5. The Company reinsures a portion of the death benefit payable on certain variable annuity contracts. The first treaty was effective 1/1/96 and covers certain variable annuity contracts issued prior to 1/1/2000. Effective July 1999, the Company entered into a second treaty with a new carrier reinsuring a portion of the death benefit payable for a new series of variable annuity contracts issued 7/99 and later. 6. Effective 11/1/96, the Company entered into a reinsurance treaty with one reinsurer to cede 80% of certain policies sold to corporations on a YRT basis. 7. The Company has entered into several reinsurance treaties to cede business in excess of the Company's retention limits. The treaties and number of reinsurers vary by policy issue year. The number of reinsurers in any given issue year vary from five to ten. The net amount at risk for these pools is $600.2 million as of 12/31/99. 8. A portion of the business originally written by Home Life is reinsured on a facultative basis through several separate reinsurance treaties. 9. Effective 3/3/2000, 80% of certain 10-year term products issued 3/3/2000 and later are ceded to four reinsurers on a coinsurance basis. Effective 3/3/2000, 80% of certain 20-year term products issued 3/3/2000 and later are ceded to five reinsurers on a coinsurance basis. 10. The Company reinsures 100% of a closed block of individual disability income policies originally written by Home Life to Union Central. As of 12/31/1999 this represented $61.4 million of reserves. Page 42 of 44 Plan of Operation of Phoenix Life Insurance Company 284 Exhibit K to the Plan of Reorganization 11. Effective April 1, 2000, Phoenix has a 100 percent indemnity reinsurance agreement under which Phoenix reinsures the Group Executive Ordinary and Selective Executive Life and Select Executive Ordinary plans and individual annuity contracts issued prior to the effective date by Phoenix American Life Insurance Company ("PAL"). 12. Effective April 1, 2000, Phoenix has 100 percent indemnity coinsurance with PAL under which PAL reinsures of a variety of group insurance plans, including life, medical, dental and disability, issued prior to the effective date by Phoenix. 13. Phoenix and its subsidiary American Phoenix Life and Reassurance Company ("APLAR") have a finite aggregate excess of loss reinsurance treaty with European Reinsurance of Zurich (Bermuda Branch), a subsidiary of Swiss Re, effective September 30, 1999. This reinsurance covers a small portion of Phoenix's retained risk on life insurance as well as any cumulative accident & health losses arising from Phoenix and APLAR's discontinued A&H operations, net of other reinsurance. Under the 20-year treaty, coverage limits are up to $230 million in the aggregate. 14. Phoenix and APLAR have an extensive program of retrocession agreements covering their discontinued A&H operations. At the core of the retrocession program are several whole account treaties with, among others, Lincoln National Life Insurance Company, John Hancock Life Insurance Company, and certain Lloyd's syndicates and other pools of insurers. The program also includes retrocession agreements with a number of reinsurers relating to specific categories of risk, such as 25 percent excess 75 percent of original signed lines, occupation accident-specific risk and London Market risk. Some of these retrocession agreements are the subject of pending legal disputes, in which the reinsurer is challenging its obligations. The outcome of such disputes cannot be predicted at this time. Page 43 of 44 Plan of Operation of Phoenix Life Insurance Company 285 Exhibit K to the Plan of Reorganization PHL VARIABLE INSURANCE COMPANY ("PHLVIC") Significant Reinsurance Arrangements 1. Effective 8/1/98, PHLVIC entered into reinsurance treaties with four reinsurers to cede 90% of individual universal life products issued 8/1/98 and later on a YRT basis. This represented $147.8 million of face amount ceded as of 12/31/99. 2. Effective 11/1/97, 90% of a 10-year term product was ceded to four reinsurers on a YRT basis. A new version of this policy was introduced in October of 1999, and PHLVIC entered into new reinsurance treaties with four reinsurers on a YRT basis to cede the new product. In total, this business represents $3.6 billion of face amount ceded as of 12/31/99. 3. Effective 10/1/98, 90% of our 20-year term product was ceded to four reinsurers on a coinsurance basis. A new version of this policy was introduced in October of 1999, and the company entered into new reinsurance treaties with four reinsurers on a coinsurance basis to cede the new product. In total, this business represents $2.0 billion of face amount ceded as of 12/31/99. 4. Effective 7/1/99, 80% of a survivor universal life product is ceded to four reinsurers. $23.2 million of face amount is ceded under these treaties as of 12/31/99. 5. Effective 1/1/2000, PHLVIC entered into reinsurance treaties with four reinsurers to cede 90% of certain term products issued 1/1/2000 and later on a coinsurance basis. These policies are no longer being sold. PHOENIX LIFE AND ANNUITY COMPANY Significant Reinsurance Arrangements 1. Effective 3/3/2000, 90% of certain 10-year term products issued 3/3/2000 and later are ceded to four reinsurers on a coinsurance basis. Effective 3/3/2000, 90% of certain 20-year term products issued 3/3/2000 and later are ceded to five reinsurers on a coinsurance basis. Page 44 of 44 Plan of Operation of Phoenix Life Insurance Company 286 Exhibit L to the Plan of Reorganization FEATURES OF OTHER CAPITAL RAISING TRANSACTION SECURITIES
----------------------------------------------------------------------------------------------------------------------------------- MANDATORILY DEBT SECURITIES/ PREFERRED CONVERTIBLE CONVERTIBLE COMMERCIAL PAPER/ SECURITIES DEBT/PREFERRED SECURITIES DEBT/PREFERRED SECURITIES BANK BORROWINGS ----------------------------------------------------------------------------------------------------------------------------------- FORM OF SECURITY - Preferred - Debt or preferred - Debt or preferred - Senior or subordinated securities. securities automatically securities convertible debt securities offered convertible into common at the option of the through a public or stock after a fixed period holder into a specified private offering, of time, typically from number of shares of common commercial paper three to five years from stock at a specified price issuances or bank the date of issuance, with per share at any time up borrowings (or a the number of shares of to maturity. combination thereof). common stock subject to certain limitations, into which the security is convertible dependent on the stock price at maturity. ----------------------------------------------------------------------------------------------------------------------------------- - Have a - May be issued in - The conversion preference over a unit of two securities, price may be adjusted to common stock in one a forward purchase maintain the effective the payment of contract in which the conversion rate in the dividends and holder agrees to purchase event of stock splits liquidation of common stock at a and certain other events. assets. specified price (effectively making the security convertible into the common stock even though the security itself does not "convert"), and the other a debt or preferred security paying interest or dividends to the holder. -----------------------------------------------------------------------------------------------------------------------------------
Page 1 of 17 287 Exhibit L to the Plan of Reorganization
----------------------------------------------------------------------------------------------------------------------------------- MANDATORILY DEBT SECURITIES/ PREFERRED CONVERTIBLE CONVERTIBLE COMMERCIAL PAPER/ SECURITIES DEBT/PREFERRED SECURITIES DEBT/PREFERRED SECURITIES BANK BORROWINGS ----------------------------------------------------------------------------------------------------------------------------------- - No - The purchase - May, in the conversion feature. price on the forward case of preferred contract may be adjusted securities, be issued in the event of stock through a special splits and certain other purpose vehicle, such as events. a trust or limited liability company. Debt securities are issued by the Holding Company to the special purpose vehicle and preferred securities are issued by the special purpose vehicle to the public. This two-step arrangement may allow for tax deductibility of interest payments on the debt securities issued to the special purpose vehicle by the Holding Company, which provides the Holding Company with a tax-advantaged cost of funds. -----------------------------------------------------------------------------------------------------------------------------------
Page 2 of 17 Features of Other Capital Raising Transaction Securities 288 Exhibit L to the Plan of Reorganization
----------------------------------------------------------------------------------------------------------------------------------- MANDATORILY DEBT SECURITIES/ PREFERRED CONVERTIBLE CONVERTIBLE COMMERCIAL PAPER/ SECURITIES DEBT/PREFERRED SECURITIES DEBT/PREFERRED SECURITIES BANK BORROWINGS ----------------------------------------------------------------------------------------------------------------------------------- - May be - In the case of - If offered issued through a preferred securities, may through a special special purpose be issued through a purpose vehicle, each vehicle, such as a special purpose vehicle, preferred security trust or limited such as a trust or represents an undivided liability limited liability beneficial ownership company. Debt company. Debt securities interest in the assets securities are are issued by the Holding of the trust or limited issued by the Company to the special liability comprising the Holding Company to purpose vehicle and special purpose vehicle. the special preferred securities are The payment terms and purpose vehicle issued by the special maturity dates on the and preferred purpose vehicle to the Holding Company's debt securities are public. This two-step securities and the issued by the arrangement may allow for special purpose special purpose tax deductibility of vehicle's preferred vehicle to the interest payments on the securities are public. This debt securities issued to identical; cash flow two-step the special purpose from the debt securities arrangement may vehicle by the Holding passes through the allow for tax Company, which provides special purpose vehicle deductibility of the Holding Company with to cover payments on the interest payments a tax-advantaged cost of preferred securities. on the debt funds. securities issued to the special purpose vehicle by the Holding Company, which provides the Holding Company with a tax-advantaged cost of funds. -----------------------------------------------------------------------------------------------------------------------------------
Page 3 of 17 Features of Other Capital Raising Transaction Securities 289 Exhibit L to the Plan of Reorganization
----------------------------------------------------------------------------------------------------------------------------------- MANDATORILY DEBT SECURITIES/ PREFERRED CONVERTIBLE CONVERTIBLE COMMERCIAL PAPER/ SECURITIES DEBT/PREFERRED SECURITIES DEBT/PREFERRED SECURITIES BANK BORROWINGS ----------------------------------------------------------------------------------------------------------------------------------- - If offered - If offered through through a special a special purpose vehicle, purpose vehicle, each preferred security each preferred represents an undivided security represents beneficial ownership an undivided interest in such special beneficial ownership purpose vehicle. The interest in the payment terms and maturity assets of the trust dates on the Holding or limited liability Company's debt securities company comprising and the special purpose the special purpose vehicle's preferred vehicle. The payment securities are identical; terms and maturity cash flow from the debt dates on the Holding securities passes through Company's debt the special purpose vehicle securities and the to cover payments on the special purpose preferred securities. vehicle's preferred securities are identical; cash flow from the debt securities passes through the special purpose vehicle to cover payments on the preferred securities. -----------------------------------------------------------------------------------------------------------------------------------
Page 4 of 17 Features of Other Capital Raising Transaction Securities 290 Exhibit L to the Plan of Reorganization
----------------------------------------------------------------------------------------------------------------------------------- MANDATORILY DEBT SECURITIES/ PREFERRED CONVERTIBLE CONVERTIBLE COMMERCIAL PAPER/ SECURITIES DEBT/PREFERRED SECURITIES DEBT/PREFERRED SECURITIES BANK BORROWINGS ----------------------------------------------------------------------------------------------------------------------------------- DISTRIBUTIONS - Dividend - Interest payments on - Interest payments on - Interest payments on payments on the convertible debt, as well convertible debt. the debt security, which preferred as payments by the issuer would generally be security; interest on any forward purchase tax-deductible to the payments on any contract if the security issuer. debt securities is offered in units. issued by the Holding Company to the special purpose vehicle. ----------------------------------------------------------------------------------------------------------------------------------- - The - Dividend payments on - Dividend payments - Principal amount dividend rate of the convertible preferred on the convertible must be repaid at the preferred security, as well as preferred security. scheduled maturity date security reflects payments by the issuer on or dates. market conditions, any forward purchase as well as contract if the security - If applicable, issuer-specific is offered in units. interest payments on any factors, such as debt securities issued credit ratings. by the Holding Company - If applicable, to the special purpose - If interest payments on any vehicle. applicable, the debt securities issued by interest rate on the Holding Company to any debt the special purpose securities would vehicle. generally be equal to the dividend rate on the preferred security. ----------------------------------------------------------------------------------------------------------------------------------- - Dividend - Interest rate on - Interest rate - Interest rate payments are debt reflects market on debt reflects market reflects market generally conditions, as well as conditions, as well as conditions, as well as deferrable at the issuer-specific factors, issuer-specific factors, issuer-specific factors, option of the such as credit ratings. such as credit ratings. such as credit ratings. Holding Company. -----------------------------------------------------------------------------------------------------------------------------------
Page 5 of 17 Features of Other Capital Raising Transaction Securities 291 Exhibit L to the Plan of Reorganization
----------------------------------------------------------------------------------------------------------------------------------- MANDATORILY DEBT SECURITIES/ PREFERRED CONVERTIBLE CONVERTIBLE COMMERCIAL PAPER/ SECURITIES DEBT/PREFERRED SECURITIES DEBT/PREFERRED SECURITIES BANK BORROWINGS ----------------------------------------------------------------------------------------------------------------------------------- - Dividend - Dividend rate on - Dividend rate payments to the preferred reflects market on preferred reflects Holding Company's conditions, as well as market conditions, as common issuer-specific factors, well as issuer-specific stockholders are such as credit ratings. factors, such as credit typically ratings. prohibited while the payments on the preferred security are deferred. ----------------------------------------------------------------------------------------------------------------------------------- - The payments - Interest payments on - Interest payments on may, if the debt would be priced at a debt would be priced at a preferred security premium yield to the premium yield to the dividend is issued through dividend yield on the yield on the common stock at a special purpose common stock at the time the time of issuance. vehicle structure, of issuance. be tax-deductible to the issuer. ----------------------------------------------------------------------------------------------------------------------------------- - Dividends on - Dividends on preferred securities preferred securities would be priced at a would be priced at a premium yield to the premium yield to the dividend yield on the dividend yield on the common stock at the time common stock at the time of issuance. of issuance. ----------------------------------------------------------------------------------------------------------------------------------- - Dividend - Dividend payments on preferred payments are generally securities are generally deferrable at the option deferrable at the option of the Holding Company. of the Holding Company. -----------------------------------------------------------------------------------------------------------------------------------
Page 6 of 17 Features of Other Capital Raising Transaction Securities 292 Exhibit L to the Plan of Reorganization
----------------------------------------------------------------------------------------------------------------------------------- MANDATORILY DEBT SECURITIES/ PREFERRED CONVERTIBLE CONVERTIBLE COMMERCIAL PAPER/ SECURITIES DEBT/PREFERRED SECURITIES DEBT/PREFERRED SECURITIES BANK BORROWINGS ----------------------------------------------------------------------------------------------------------------------------------- - Dividend - Dividend payments to the Holding payments to the Holding Company's common Company's common stockholders are stockholders are typically prohibited typically prohibited while the payments on the while the payments on convertible security are the convertible security deferred. are deferred. ----------------------------------------------------------------------------------------------------------------------------------- - The payments - The payments may, if the security is may, if the security is debt or is a preferred debt or is a preferred security issued through a security issued through special purpose vehicle, a special purpose be tax-deductible to the vehicle, be issuer. tax-deductible to the issuer. -----------------------------------------------------------------------------------------------------------------------------------
Page 7 of 17 Features of Other Capital Raising Transaction Securities 293 Exhibit L to the Plan of Reorganization
----------------------------------------------------------------------------------------------------------------------------------- MANDATORILY DEBT SECURITIES/ PREFERRED CONVERTIBLE CONVERTIBLE COMMERCIAL PAPER/ SECURITIES DEBT/PREFERRED SECURITIES DEBT/PREFERRED SECURITIES BANK BORROWINGS ----------------------------------------------------------------------------------------------------------------------------------- MATURITY - The face - Typically from 3 - If the Security - May either be amount of the to 5 years. is not converted, the commercial paper (with preferred security face amount of the maturities up to 9 must be repaid at security must be repaid months) or longer-term maturity. at maturity. securities or borrowings with maturities up to 30 years. ----------------------------------------------------------------------------------------------------------------------------------- - Maturity - Typically from is typically from 5 to 30 years 10 to 49 years. ----------------------------------------------------------------------------------------------------------------------------------- - Preferred - Preferred stock stock of the of the Holding Company Holding Company might not have a might not have a specified maturity but specified maturity instead would be but instead would redeemable at the be redeemable at Holding Company's option. the Holding Company's option. -----------------------------------------------------------------------------------------------------------------------------------
Page 8 of 17 Features of Other Capital Raising Transaction Securities 294 Exhibit L to the Plan of Reorganization
----------------------------------------------------------------------------------------------------------------------------------- MANDATORILY DEBT SECURITIES/ PREFERRED CONVERTIBLE CONVERTIBLE COMMERCIAL PAPER/ SECURITIES DEBT/PREFERRED SECURITIES DEBT/PREFERRED SECURITIES BANK BORROWINGS ----------------------------------------------------------------------------------------------------------------------------------- CONVERSION PREMIUM - Not - Typically - Typically - Not applicable. applicable. offered with a conversion offered with a premium to the trading conversion premium to price of the Holding the trading price of the Company's common stock at Holding Company's common issuance stock at issuance ----------------------------------------------------------------------------------------------------------------------------------- - Upon conversion, - If the a variable amount of securities are shares of common stock of converted, a fixed the Holding Company would number of shares of be issued. This amount common stock of the would depend on the Holding Company, market price of the determined at the time common stock at the time of issuance, would be of conversion. issued. ----------------------------------------------------------------------------------------------------------------------------------- - The number of - This allows the shares of common stock of Holding Company to the Holding Company potentially issue common issued is typically stock above the subject to a minimum and prevailing market price maximum number (which at the time of issuance range is determined at of the convertible the time of issuance). security. -----------------------------------------------------------------------------------------------------------------------------------
Page 9 of 17 Features of Other Capital Raising Transaction Securities 295 Exhibit L to the Plan of Reorganization
----------------------------------------------------------------------------------------------------------------------------------- MANDATORILY DEBT SECURITIES/ PREFERRED CONVERTIBLE CONVERTIBLE COMMERCIAL PAPER/ SECURITIES DEBT/PREFERRED SECURITIES DEBT/PREFERRED SECURITIES BANK BORROWINGS ----------------------------------------------------------------------------------------------------------------------------------- REDEMPTION (RIGHT - May be - No redemption - May be - Public debt TO REPURCHASE) AT redeemable at the rights at the option of redeemable at the option securities may allow for THE OPTION OF THE option of the the Holding Company, of the Holding Company, redemption at the option ISSUER issuer (whether except that the typically after 3 to 5 of the Holding Company the Holding convertible securities years. Such redemption or upon the occurrence Company or the may be redeemable upon may, under certain of specified events, at special purpose the occurrence of circumstances, be made a price equal to the vehicle), specified adverse tax or at a premium to the principal amount or the typically after 5 regulatory events (such prevailing market price. principal amount plus a to 10 years. Such as noncompliance of the specified premium. redemption may, special purpose vehicle under certain under the Investment limited Company Act). circumstances, be made at a premium price. ----------------------------------------------------------------------------------------------------------------------------------- - May also - May also be - Commercial be redeemable upon redeemable upon the paper is typically not the occurrence of occurrence of specified redeemable at the option specified adverse adverse tax or of the issuer. tax or regulatory regulatory events (such events (such as as noncompliance of the noncompliance of special purpose vehicle the special with the Investment purpose vehicle Company Act). under the Investment Company Act). ----------------------------------------------------------------------------------------------------------------------------------- - Bank borrowings may be prepaid at the option of the Holding Company, at a price equal to principal amount or the principal amount plus a specified premium. -----------------------------------------------------------------------------------------------------------------------------------
Page 10 of 17 Features of Other Capital Raising Transaction Securities 296 Exhibit L to the Plan of Reorganization
----------------------------------------------------------------------------------------------------------------------------------- MANDATORILY DEBT SECURITIES/ PREFERRED CONVERTIBLE CONVERTIBLE COMMERCIAL PAPER/ SECURITIES DEBT/PREFERRED SECURITIES DEBT/PREFERRED SECURITIES BANK BORROWINGS ----------------------------------------------------------------------------------------------------------------------------------- VOTING RIGHTS - None, - None, except as - None, except as - None. except as required required by law or, for required by law or, for by law or, for convertible securities preferred securities preferred issued directly by the issued directly by the securities issued Holding Company and not Holding Company and not by the Holding through a special purpose through a special Company, in event vehicle, in event of purpose vehicle, in of default (in default (in which case event of default (in which case holders holders of the which case holders of of the preferred convertible securities the convertible securities may be may be entitled to securities may be entitled to designate a specified entitled to designate a designate a number of board members specified number of specified number of the Holding Company). board members of the of board members Holding Company). of the Holding Company). -----------------------------------------------------------------------------------------------------------------------------------
Page 11 of 17 Features of Other Capital Raising Transaction Securities 297 Exhibit L to the Plan of Reorganization
----------------------------------------------------------------------------------------------------------------------------------- MANDATORILY DEBT SECURITIES/ PREFERRED CONVERTIBLE CONVERTIBLE COMMERCIAL PAPER/ SECURITIES DEBT/PREFERRED SECURITIES DEBT/PREFERRED SECURITIES BANK BORROWINGS ----------------------------------------------------------------------------------------------------------------------------------- COVENANTS - The - The Holding - The Holding - The Holding Holding Company Company may agree to take Company may agree to Company may agree to may agree to take certain actions, take certain actions, take certain actions, certain actions, including using including using including using including using reasonable efforts to reasonable efforts to reasonable efforts to reasonable efforts maintain the regulatory maintain the regulatory maintain the regulatory to maintain the treatment of preferred treatment of preferred treatment of the regulatory securities issued by a securities issued by a security. Commercial treatment of special purpose vehicle. special purpose vehicle. paper typically does not preferred include covenants. securities issued by a special purpose vehicle. ----------------------------------------------------------------------------------------------------------------------------------- - Public debt securities generally do not include financial covenants. ----------------------------------------------------------------------------------------------------------------------------------- - Bank borrowings may also include certain financial and other covenants, including maintenance of a specified net worth. -----------------------------------------------------------------------------------------------------------------------------------
Page 12 of 17 Features of Other Capital Raising Transaction Securities 298 Exhibit L to the Plan of Reorganization
----------------------------------------------------------------------------------------------------------------------------------- MANDATORILY DEBT SECURITIES/ PREFERRED CONVERTIBLE CONVERTIBLE COMMERCIAL PAPER/ SECURITIES DEBT/PREFERRED SECURITIES DEBT/PREFERRED SECURITIES BANK BORROWINGS ----------------------------------------------------------------------------------------------------------------------------------- EVENTS OF DEFAULT - The - The instrument - The instrument - The instrument instrument creating the convertible creating the convertible creating the security creating preferred debt security will debt security will will specify events that securities issued specify events that will specify events that will will constitute an event through a special constitute an event of constitute an event of of default, in which purpose vehicle default, in which case default, in which case case the principal will specify the principal amount of the principal amount of amount may be declared events that will the convertible debt the convertible debt immediately due and constitute an securities may be securities may be payable. event of default, declared immediately due declared immediately due in which case the and payable. and payable. face amount of the preferred securities may be declared immediately due and payable. ----------------------------------------------------------------------------------------------------------------------------------- - Events of - These may - These may - These may default may include, among other include, among other include, among other include, among things, failure to pay things, failure to pay things, failure to pay other things, interest on debt (after any applicable interest or principal, failure to pay securities, failure to deferral period) failure to observe or dividends (after issue common stock to the interest on debt perform other covenants, the deferral holders of the securities or the acceleration of other period, which is convertible securities at principal amount of the indebtedness and events generally 20 the time of conversion, securities, failure to relating to a bankruptcy quarters) or pay failure to observe or observe or perform other or insolvency of the face amount of the perform other covenants, covenants, and events Holding Company. preferred and events relating to relating to the securities, the bankruptcy or bankruptcy or insolvency failure to observe insolvency of the Holding of the Holding Company. or perform other Company. covenants, and events relating to the bankruptcy or insolvency of the Holding Company. -----------------------------------------------------------------------------------------------------------------------------------
Page 13 of 17 Features of Other Capital Raising Transaction Securities 299 Exhibit L to the Plan of Reorganization
----------------------------------------------------------------------------------------------------------------------------------- MANDATORILY DEBT SECURITIES/ PREFERRED CONVERTIBLE CONVERTIBLE COMMERCIAL PAPER/ SECURITIES DEBT/PREFERRED SECURITIES DEBT/PREFERRED SECURITIES BANK BORROWINGS ----------------------------------------------------------------------------------------------------------------------------------- - Preferred - The instrument - The instrument - Commercial securities issued creating the convertible creating the convertible paper typically does not directly by the preferred security will preferred security will include events of Holding Company specify events that will specify events that will default. typically do not constitute an event of constitute an event of include events of default, in which case default, in which case default. the face amount of the the face amount of the convertible preferred convertible preferred securities may be securities may be declared immediately due declared immediately due and payable. and payable. -----------------------------------------------------------------------------------------------------------------------------------
Page 14 of 17 Features of Other Capital Raising Transaction Securities 300 Exhibit L to the Plan of Reorganization
----------------------------------------------------------------------------------------------------------------------------------- MANDATORILY DEBT SECURITIES/ PREFERRED CONVERTIBLE CONVERTIBLE COMMERCIAL PAPER/ SECURITIES DEBT/PREFERRED SECURITIES DEBT/PREFERRED SECURITIES BANK BORROWINGS ----------------------------------------------------------------------------------------------------------------------------------- RANKING IN A - Generally, - Generally, the - Generally, the - Senior debt LIQUIDATION OR preferred convertible debt debt securities and the ranks higher in priority BANKRUPTCY OF THE securities issued and the preferred securities than subordinated debt ISSUER through a special preferred securities issued through a special or any preferred or purpose vehicle issued through a special purpose vehicle common equity securities structure rank purpose vehicle structure structure rank of the issuer. subordinate (rank rank subordinate (rank subordinate (rank lower lower in priority) lower in priority) to in priority) to to bank and other bank and other senior indebtedness of the senior indebtedness of the Holding Company, but indebtedness of Holding Company, but senior (rank higher in the Holding senior (higher in priority) to common and Company, but priority) to the common preferred stock. senior (higher in and preferred stock of priority) to the the Holding Company. common and preferred stock of the Holding Company. ----------------------------------------------------------------------------------------------------------------------------------- - Preferred - Convertible - Convertible - Subordinated stock issued preferred stock issued preferred stock issued debt ranks lower in directly by the directly by the Holding directly by the Holding priority than senior Holding Company Company ranks lower in Company ranks lower in debt of the issuer but ranks lower in priority to any debt of priority to any debt of higher than any priority to any the Holding Company, but the Holding Company, but preferred or common debt of the higher than common stock. higher than common stock. equity securities of the Holding Company, issuer. but higher than common stock. ----------------------------------------------------------------------------------------------------------------------------------- - Once converted, - Once converted, - Commercial becomes common stock. becomes common stock. paper and bank debt are senior debt. -----------------------------------------------------------------------------------------------------------------------------------
Page 15 of 17 Features of Other Capital Raising Transaction Securities 301 Exhibit L to the Plan of Reorganization
----------------------------------------------------------------------------------------------------------------------------------- MANDATORILY DEBT SECURITIES/ PREFERRED CONVERTIBLE CONVERTIBLE COMMERCIAL PAPER/ SECURITIES DEBT/PREFERRED SECURITIES DEBT/PREFERRED SECURITIES BANK BORROWINGS ----------------------------------------------------------------------------------------------------------------------------------- EFFECT ON ISSUER'S - Balance sheet: - Balance sheet: - Balance sheet: - Balance sheet: FINANCIAL STATEMENTS ------------------ ------------------- ------------------- ------------------- debt securities convertible debt convertible debt included as liabilities. issued by the securities issued by the securities issued by the Holding Company to Holding Company to a Holding Company to a a special purpose special purpose vehicle special purpose vehicle vehicle are are included on the are included on the included as a balance sheet of the balance sheet of the liability of the Holding Company on a Holding Company on a Holding Company; separate line between separate line between generally, debt and equity;(1) debt and equity;(1) preferred mandatorily convertible conventional convertible securities issued debt of the Holding debt of the Holding by the Holding Company is included as a Company is included as a Company are liability; mandatorily liability; conventional included as convertible preferred convertible preferred stockholders' securities issued by the securities issued by the equity; Holding Company are Holding Company included mandatorily included as stockholders' as stockholders' equity. redeemable equity. preferred securities issued by the Holding Company are included on the balance sheet of the Holding Company on a separate line between debt and equity. -----------------------------------------------------------------------------------------------------------------------------------
------------------ (1) Accounting treatment proposals currently under review would lead to classification as debt. Page 16 of 17 Features of Other Capital Raising Transaction Securities 302 Exhibit L to the Plan of Reorganization
----------------------------------------------------------------------------------------------------------------------------------- MANDATORILY DEBT SECURITIES/ PREFERRED CONVERTIBLE CONVERTIBLE COMMERCIAL PAPER/ SECURITIES DEBT/PREFERRED SECURITIES DEBT/PREFERRED SECURITIES BANK BORROWINGS ----------------------------------------------------------------------------------------------------------------------------------- - Income statement: - Income statement: - Income statement: - Income statement: ------------------- ------------------- ------------------- ------------------- net income to net income to net income to net income to common stockholders common stockholders of common stockholders common stockholders of the Holding the Holding Company is would be reduced by would be reduced by the Holding Company reduced by after-tax after-tax interest or after-tax interest paid. is reduced by interest or dividends dividends paid. after-tax dividends paid. paid. ----------------------------------------------------------------------------------------------------------------------------------- - Cash flow: - Cash flow: cash - Cash flow: cash - Cash flow: ------------- -------------------- --------------------- --------------- cash flow flow would be reduced by flow would be reduced by cash flow would be would be reduced payment of after-tax after-tax interest or reduced by after-tax by payment of interest or dividends and dividends paid and by interest paid and by after-tax contract payments (if payment of principal or payment of principal dividends, and any) paid. face amount at maturity amounts. face amount at (if the security is not maturity, on converted). preferred security. -----------------------------------------------------------------------------------------------------------------------------------
Page 17 of 17 Features of Other Capital Raising Transaction Securities 303 Exhibit M to the Plan of Reorganization PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY INDIVIDUAL PARTICIPATING PLANS NOT HAVING A CURRENTLY PAYABLE DIVIDEND SCALE, HAVING NON-GUARANTEED ELEMENTS, AND NOT INCLUDED IN THE CLOSED BLOCK
PLAN CODE DESCRIPTION LIFECOMM UL/ FPA ANNPLUS Annuity Plus FIRA75 IRA - 1975 FIRA77 IRA - 1977 FIRA80 IRA - 1980 FIRA82 IRA - 1982 FIRA90 IRA - 1990 FKEO75 Keogh - 1975 FKEO75SP Single Premium Keogh - 1975 FKEO77 Keogh - 1977 FKEO77SP Single Premium Keogh - 1977 FKEO80 Keogh - 1980 FKEO80SP Single Premium Keogh - 1980 FKEO82 Keogh - 1982 FKEO82SP Single Premium Keogh - 1982 FKEO90 Keogh - 1990 FKEO90SP Single Premium Keogh - 1990 FNQ75 Non-Qualified Deferred Comp - 1975 FNQ75SP Single Prem. Non-Qual Deferred Comp - 1975 FNQ77 Non-Qualified Deferred Comp - 1977 FNQ77SP Single Prem. Non Qual Deferred Comp - 1977 FNQ80 Non-Qualified Deferred Comp -1980 FNQ80SP Single Prem. Non-Qual Deferred Comp - 1980 FNQ84 Non-Qual Deferred Comp-1984 FNQ90 Non-Qualified Deferred Comp - 1990 FPEN75 Corporate Pension - 1975 FPEN75SP Single Premium Corporate Pension - 1975 FPEN77 Corporate Pension - 1977 FPEN77SP Single Premium Corporate Pension - 1977 FPEN80 Corporate Pension - 1980 FPEN80SP Single Premium Corporate Pension - 1980 FQ75 Qualified Deferred Comp - 1975 FQ75SP Single Prem. Qual Deferred Comp - 1975 FQ77 Qualified Deferred Comp - 1977 FQ77SP Single Prem. Qual Deferred Comp - 1977 FROL75 Rollover - 1975 FROL77 Rollover - 1977 FROL80 Rollover - 1980 FROL82 Rollover - 1982 FROL90 Rollover - 1990 FTSA75 TSA - 1975 FTSA75SP Single Premium TSA - 1975 FTSA77 TSA - 1977 FTSA77SP Single Premium TSA - 1977 FTSA80 TSA - 1980 FTSA80SP Single Premium TSA - 1980 FTSA82 TSA - 1982 FTSA82SP Single Premium TSA - 1982 FTSA90 TSA - 1990 FTSA90SP Single Premium TSA - 1990 RVFLNY Rev. Vista Flex, New York RVFLNYGB Rev. Vista Flex, New York, Gender-Based RVPGBHPR Rev. Vista Flex Plus High Prot. Rider RVPHPRU Rev. Vista Flex Plus High Prot., Unisex
Participating Policies Not Included in the Closed Block Page 1 of 9 304 Exhibit M to the Plan of Reorganization PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY INDIVIDUAL PARTICIPATING PLANS NOT HAVING A CURRENTLY PAYABLE DIVIDEND SCALE, HAVING NON-GUARANTEED ELEMENTS, AND NOT INCLUDED IN THE CLOSED BLOCK
PLAN CODE DESCRIPTION RVSTNB Rev. Vista, New York RVSTNBS Rev. Vista, New York, Simplified Issue RVSTNBU Rev. Vista, New York, Less $100K RVSTNBUS Rev. Vista, New York, Less $100K UL Financial Flex - 1983 UL93G UniVista, Gender-Based UL93U UniVista, Unisex VFL Vista Flex VFLGB Vista Flex, Gender-Based VFLNY Vista Flex, New York VPCHILD Child Rider VPLSC Vista Flex Plus, Cash Value, Unisex VPLSCGB Vista Flex Plus, Cash Val, Gender-Based VPLSP Vista Flex Plus, GL Prem, Unisex VPLSPGB Vista Flex Plus, GL Prem, Gender-Based VPOTHER Vista Flex Plus Other Insured VPOTHERU Vista Flex Plus Other Insured, Unisex VSTAA Vista VSTAAG Vista, Gender-Based VSTAAGS Vista, Gender-Based, Simplified Issue VSTAAS Vista, Simplified Issue VSTAAU Vista, Less $100K VSTAAUG Vista, Less $100K, Gender-Based VSTAAUGS Vista, Less $100K, Gender, Simplified Issue VSTAAUS Vista, Less $100K, Simplified Issue VSTAB Vista VSTABG Vista, Gender-Based VSTABGS Vista, Gender-Baser, Simplified Issue VSTABS Vista, Simplified Issue VSTABU Vista, Less $100K VSTABUG Vista, Less $100K, Gender-Based VSTABUGS Vista, Less $100K, Gender, Simplified Issue VSTABUS Vista, Less $100K, Simplified Issue VSTAJAU Vista, New Jersey, Less $100K VSTAJAUS Vista, New Jersey, Less $100K, Simplified Issue VSTAJBU Vista, New Jersey, Less $100K VSTAJBUS Vista, New Jersey, Less $100K,Simplified Issue VSTANB Vista, New York VSTANBS Vista, New York, Simplified Issue VSTANBU Vista, New York, Less $100K VSTANBUS Vista, New York, Less $100K, Simplified Issue LIFECOMM SPDA SPDA Single Premium Deferred Annuity SPDA 1 Yr Interest Rate Guar-SPDA SPDA3 3 Year Interest Rate Guarantee - SPDA SPDANY New York Single Premium Deferred Annuity SPDANY1 N. Y. 1 Year Int. Rate Guarantee - SPDA SPDANY3 N. Y. 3 Year Int. Rate Guarantee - SPDA SPDANYP New York Pension SPDA SPDANYR New York Rollover SPDA SPDANYT New York TSA - SPDA SPDAP Pension Single Premium Deferred Annuity SPDAR Rollover Single Prem. Deferred Annuity
Participating Policies Not Included in the Closed Block Page 2 of 9 305 Exhibit M to the Plan of Reorganization PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY INDIVIDUAL PARTICIPATING PLANS NOT HAVING A CURRENTLY PAYABLE DIVIDEND SCALE, HAVING NON-GUARANTEED ELEMENTS, AND NOT INCLUDED IN THE CLOSED BLOCK
PLAN CODE DESCRIPTION SPDAT TSA - Single Premium Deferred Annuity REPETITIVE PAYOUT Funds deposited to earn guaranteed rate of interest. Time SYSTEM periods from 6 months to 10 years offered. ### represents INT-### months in term. Joint and Survivor annuity. ### represents months in certain D-JSC### period. Pays 100% of benefit amount at all times. Joint and Survivor 10 Year Certain and Life annuity. Pays 100% of benefit amount during certain period regardless of any death. In life segment the benefit will reduce to 50% if the F-JSC1/2 primary annuitant dies. Joint and Survivor 10 Year Certain and Life annuity. Benefit F-JSC120 reduces to 50% at any time the primary annuitant dies. Joint and Survivor Installment Refund annuity. Pays 100% of I-JSIR benefit at all times. Joint and Survivor Installment Refund annuity. Benefit reduces JS2/3IR to 2/3 in life segment at any death. Joint and Survivor 50% 10 Year Certain and Life annuity. Pays 100% of benefit amount during certain period regardless of any death. In life segment the benefit will reduce to 50% at any JS5C10 death.. Joint and Survivor Certain and Life annuity. ### represents months in certain period. Pays 100% of benefit amount during certain period regardless of any death. In life segment the S-JSC### benefit will reduce to 2/3 at any death. Joint and Survivor life only annuity. Benefit reduces to 50% T-JC1/2 at death of primary annuitant. Joint and Survivor life only annuity. Benefit reduces to 2/3 V-JC2/3 at death of primary annuitant. Joint and Survivor life only annuity. Benefit reduces to 2/3 W-JS2/3 at any death. Joint and Survivor life only annuity. Benefit reduces to 1/3 X-JC1/3 at death of primary annuitant. Joint and Survivor life only annuity. Benefit reduces to 75% Z-JS3/4 at death of primary annuitant. 3-C### Old Fixed Period contracts. Replaced by 3A-###G. Current use. Fixed period contracts. Time periods from 3 years 3A-C###G to 30 years offered.### represents months in time period. Certain and Life contracts. Payments guaranteed for certain period, then made for remainder of client's life. ### 4-CL### represents months in certain period. 5-LIFE Life only annuity. Payments made for client's life only, no beneficiary provisions. Installment Refund annuity. Payments guaranteed until amount equal to original principal is distributed, then made for 8-INSTRF remainder of client's life. Joint and Survivor life only annuity. Pays 100% of benefit at 9-JS all times. Joint and Survivor life only annuity. Benefits reduces to 50% 9-JS1/2 at any death. Certain and Life annuity. ## represents years in certain CL## period. 10 and 20 currently offered. C## Fixed Period contracts. ## represents years in time period. Installment Refund annuity. Payments guaranteed until amount equal to original principal is distributed, then made for INSTRF remainder of client's life. Joint and Survivor 10 Year Certain and Life annuity. Pays 100% JSC10 of benefit at all times. Life only annuity. Payments made for client's life only, no LIFE beneficiary provisions.
Participating Policies Not Included in the Closed Block Page 3 of 9 306 Exhibit M to the Plan of Reorganization PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY INDIVIDUAL PARTICIPATING PLANS NOT HAVING A CURRENTLY PAYABLE DIVIDEND SCALE, HAVING NON-GUARANTEED ELEMENTS, AND NOT INCLUDED IN THE CLOSED BLOCK
PLAN CODE DESCRIPTION VANTAGE VUL 210100;761-U2 Single Prem V.U.L. 230700;761-U2 FlexEdge 230600;761-U2 FlexEdge Success 230800;761-U2 Joint Edge 230200;761-U2 Estate Edge 230300;761-U2 Qualified Estate Edge 230900;761-U2 Qualified FlexEdge 230500;761-U2 Qualified FlexEdge Success 231600;761-U2 Phoenix Individual Edge 231500;761-U2 Qualified Phoenix Individual Edge 240100;966-U2 Private Placement-Oakmont 240200;966-U2 Private Placement-Bessemer 240300;966-U2 Private Placement- WSW 3(c)(1) 240400;966-U2 Private Placement- WSW 3(c)(7) 270600;973-U2 Phoenix Edge SPVL - Nonqualified VANTAGE UL 130100;003-U1 Pension Trust U.L. 230100;003-U1 Flexible Prem. U.L. 230101;003-U1 FlexLife 230102;003-U1 FlexRoll 230103;003-U1 FlexLife'80 290200;973-U2 Phoenix Estate Legacy 290300;973-U2 Qual Phoenix Estate Legacy 290500;975-U2 Qual Phoenix Estate Legacy 290700;977-U2 Qual Phoenix Estate Legacy 291200;973-U1 Phoenix Protector UL - Nonqualified 291300;973-U1 Phoenix Protector UL - Qualified 291600;973-U1 Phoenix Accumulator UL - Nonqualified 291700;973-U1 Phoenix Accumulator UL - Qualified 330100;003-U1 Estate Builder U.L. 330101;003-U1 Estate Builder U.L.- N.Y. 330102;003-U1 Estate Builder U.L.'80 430100;003-U1 Exec.Value-Group 430200;003-U1 Exec.Value-Ind VANTAGE VA 130000;761-A2 BigEdge'83 330000;761-A2 BigEdge'87 430000;761-A2 BigEdge Plus 431110;761-A2 BigEdge Plus - HOE 840000;008-A2 Private Placement- WSW 3(c)(1) 850000;008-A2 Private Placement- WSW 3(c)(7) 440000;761-A2 BigEdge Choice - NY 441110;761-A2 BigEdge Choice -NY - HOE 870000;008-A2 Retirement Planners Edge 470000;761-A2 Retirement Planners Edge(NY) 880001;008-A2 Phoenix Edge VA - Option 1 881111;008-A2 Phoenix Edge VA - Option 1(HOE) 880002;008-A2 Phoenix Edge VA - Option 2 881112;008-A2 Phoenix Edge VA - Option 2(HOE) 880003;008-A2 Phoenix Edge VA - Option 3 881113;008-A2 Phoenix Edge VA - Option 3(HOE) 480001;761-A2 Phoenix Edge VA - Option 1-NY 481111;761-A2 Phoenix Edge VA - Option 1-NY(HOE)
Participating Policies Not Included in the Closed Block Page 4 of 9 307 Exhibit M to the Plan of Reorganization PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY INDIVIDUAL PARTICIPATING PLANS NOT HAVING A CURRENTLY PAYABLE DIVIDEND SCALE, HAVING NON-GUARANTEED ELEMENTS, AND NOT INCLUDED IN THE CLOSED BLOCK
PLAN CODE DESCRIPTION 480002;761-A2 Phoenix Edge VA - Option2-NY 481112;761-A2 Phoenix Edge VA - Option2-NY(HOE) 480003;761-A2 Phoenix Edge VA - Option3-NY 481113;761-A2 Phoenix Edge VA - Option3-NY(HOE) 450000;761-A2 Private Placement- WSW 3(c)(1) 460000;761-A2 Private Placement- WSW 3(c)(7) 330200;761-A2 Group Strategic Edge - Unalloc 330300;761-A2 Group Strategic Edge - Alloc. 330310;761-A4 Group Strategic Edge - Alloc-Asset 530000;002-A2 Templeton 730000;761-A2 HomeLife VA 731000;761-A2 HomeLife VA VANTAGE SPDA 630000;004-A2 Single Prem Deferred Annuity LIFEPRO XLT3 Ten Year Level Term XLT4 Ten Year Level Term PES10 Phoenix Executive Series - 10 PES20 Phoenix Executive Series - 20 PHOENIX INDIVIDUAL 3001 Family - Prior to 1965 Series MAJOR MEDICAL 3002 Male - Prior to 1965 Series 3003 Female - Prior to 1965 Series 4001 Family - 1965 Series 4002 Male - 1965 Series 4003 Female - 1965 Series 5001 Family - 1966 Series 5002 Male - 1966 Series 5003 Female - 1966 Series 5005 Female and Child - 1966 Series 6001 Family - 1971 Series 6002 Male - 1971 Series 6003 Female - 1971 Series 6004 Male and Child - 1971 Series HOME LIFE - UNION K221 Non-Can Step Rate - Disability Incom - 2 Years - Male CENTRAL DISABILITY K222 Non-Can Step Rate - Disability Incom - 2 Years - Female INCOME K251 Non-Can Step Rate - Disability Incom - 5 Years - Male K252 Non-Can Step Rate - Disability Incom - 5 Years - Female K331 Overhead Expense Policy - 12 Months - Male K332 Overhead Expense Policy - 12 Months - Female K341 Overhead Expense Policy - 18 Months - Male K342 Overhead Expense Policy - 18 Months - Female K351 Overhead Expense Policy - 24 Months - Male K352 Overhead Expense Policy - 24 Months - Female K361 Overhead Expense Policy - 12 Months - Male K362 Overhead Expense Policy - 12 Months - Female K371 Overhead Expense Policy - 18 Months - Male K372 Overhead Expense Policy - 18 Months - Female K381 Overhead Expense Policy - 24 Months - Male K382 Overhead Expense Policy - 24 Months - Female K701 Non-Can Deductible Period Hospital Indemnity - Male K702 Non-Can Deductible Period Hospital Indemnity - Female
Participating Policies Not Included in the Closed Block Page 5 of 9 308 Exhibit M to the Plan of Reorganization PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY INDIVIDUAL PARTICIPATING PLANS NOT HAVING A CURRENTLY PAYABLE DIVIDEND SCALE, HAVING NON-GUARANTEED ELEMENTS, AND NOT INCLUDED IN THE CLOSED BLOCK
PLAN CODE DESCRIPTION KM21 Non-Can Residual Disability 1 Year - Male L111 Guaranteed Renewable Disability Income 1 Year - Male L112 Guaranteed Renewable Disability Income 1 Year - Female L121 Guaranteed Renewable Disability Income 2 Years - Male L122 Guaranteed Renewable Disability Income 2 Years - Female L151 Guaranteed Renewable Disability Income 5 Years - Male L152 Guaranteed Renewable Disability Income 5 Years - Female L701 Guaranteed Renewable Deductible Period Hospital Indemnity - Male L702 Guaranteed Renewable Deductible Period Hospital Indemnity - Female KAA1 Non-Can Lifetime Accident to Age 65 FLEXIBLE DEPOSIT ANNUITY 435000 Keogh / Pension HOME LIFE WHOLESALE TERM WXXX Home Life Wholesale Term FINANCIAL ADMINISTRATIVE SERVICES - ISWL ISWL Interest Sensitive Whole Life-Traditional Plans, 4% Base, 4% Paid up additions RPU001 Reduced Paid Up-Whole Life, 80CSO AGG at 4%, Curtate ISWLDP Interest Sensitive Whole Life-Double Protection, Original 41CSO at 2.75% RPU008 Reduced Paid Up-Whole Life, 41CSO at 2.75% Curtate ISWLFP Interest Sensitive Whole Life-Family Policy PULI62 Paid Up Life Income at 62, $10 Monthly Income RPU006 Reduced Paid Up-Whole Life, 58CSO AGG at 3.5%, Curtate ISWLML Interest Sensitive Whole Life-Modified Whole Life RPU005 Reduced Paid Up-Whole Life, 58CSO AGG at 5.5%, Curtate ISWL99 Interest Sensitive Whole Life-LPU at 99, Tabular CV=80CSO at 6.5%, AV=80CSO at 4% ISWL96 Interest Sensitive Whole Life-LPU at 96, Tabular CV=80CSO at 6%, AV=80CSO at 4% RPU004 Reduced Paid Up-Whole Life, 80CSO AGG at 6.5%, Continuous ISWL90 Interest Sensitive Whole Life-LPU at 90, Tabular CV=80CSO at 4%, AV=80CSO at 4% RPU002 Reduced Paid Up-Whole Life, 80CSO AGG at 6%, Continuous Interest Sensitive Whole Life-LPU at 97, Tabular CV=80CSO at 6%, S/N AV = ISWL97 80CSO at 4% RPU003 Reduced Paid Up-Whole Life, 80CSO Sex Distinct at 6%, Continuous LC1 Life Concepts 1 - Non-Qualified UL LC2 Life Concepts 2 - Non-Qualified UL LC3 Life Concepts 3 - Non-Qualified UL LC4 Life Concepts 4 - Non-Qualified UL EIWL Excess Interest Whole Life, Non-PA, Sex Distinct LC21 Life Concepts 21 - Non-Qualified UL LC20 Life Concepts 20 - Non-Qualified UL RPU010 Reduced Paid Up-Excess Interest Whole Life, 58CSO AGG at 4%, Curtate LC2Q Life Concepts 2 - Qualified UL LC22 Life Concepts 22 - Non-Qualified UL EIWL2 Excess Interest Whole Life, Includes Increasing Death Benefit EIWLPA Excess Interest Whole Life, PA, Sex Distinct Reduced Paid Up-Excess Interest Whole Life, PA, Sex Distinct, 58CSO Sex/Smoker RPU011 Distinct at 4% Curtate LC30 Life Concepts 30 - Non-Qualified UL
Participating Policies Not Included in the Closed Block Page 6 of 9 309 Exhibit M to the Plan of Reorganization PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY INDIVIDUAL PARTICIPATING PLANS NOT HAVING A CURRENTLY PAYABLE DIVIDEND SCALE, HAVING NON-GUARANTEED ELEMENTS, AND NOT INCLUDED IN THE CLOSED BLOCK
PLAN CODE DESCRIPTION Reduced Paid Up-Excess Interest Whole Life, PA, Sex Distinct, with EIWL2P Included Death Benefit LC30U Life Concepts 30 - Non-Qualified UL LC20U Life Concepts 20 - Non-Qualified UL LC20Q Life Concepts 20 - Qualified UL
Plans included in Repetitive Payout System shown above should also satisfy either (1) SPIA sold on participating basis with 0 current dividends, or (2) supplementary contracts issued on a participating basis with 0 current dividends and with excess interest. Participating Policies Not Included in the Closed Block Page 7 of 9 310 Exhibit M to the Plan of Reorganization PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY INDIVIDUAL PARTICIPATING PLANS HAVING A CURRENTLY PAYABLE DIVIDEND SCALE BUT NOT INCLUDED IN THE CLOSED BLOCK
PLAN DESCRIPTION HOME LIFE SUPPLEMENTARY CONTRACTS INTONLY Funds deposited to earn non-guaranteed rate of interest Fixed amount contract. Client requests payment amount, deposited funds earn interest during payout period which ends 6-PYMNT when all funds are depleted. Participating Certain and Life contracts. Payments guaranteed for certain period, then made for remainder of client's life. 4-CL###P ### represents months in certain period. Life only annuity. Payments made for client's life only, no beneficiary 5-LIFE provisions. INSTREFP Installment Refund Annuity 10CLP 10-Year Certain & Life Annuity Fixed Amount Fixed payment amount contract. 3-C### Certain period contract. HOME LIFE INDIVIDUAL ANNUITIES 71100 Deferred Income H72210 DISP (1964 Issues) L72210 DISP (1964 Issues) Single Premium Deferred Income (under $10,000) L71300 PSRA Annual Premium Retirement Annuity (annual premium under $500) L72310 PSRASP Single Premium Retirement Annuity (under $10,000) INSTREFP Installment Refund Annuity 10CLP 10-Year Certain & Life Annuity LIFEP Life Annuity CASHREFP Cash Refund Annuity JSIRP Joint Survivor Installment Refund Annuity PHOENIX INDIVIDUAL INCOME PROTECTOR 31xx Income Protector Plan 2-Year Benefits - 1961 Series 32xx Income Protector Plan 5-Year Benefits - 1961 Series 34xx Income Protector Plan Benefits to 65 - 1961 Series 35xx Income Protector Plan Benefits Life or 65 - 1961 Series 61xx Income Protector Plan 2-Year Benefits - 1969 Series 62xx Income Protector Plan 5-Year Benefits - 1969 Series 64xx Income Protector Plan Benefits to 65 - 1969 Series 65xx Income Protector Plan Benefits Life or 65 - 1969 Series 71xx Disability Income Plan 1-Year Benefits - 1973 & 1975 Series - Male 72xx Disability Income Plan 2-Year Benefits - 1973 & 1975 Series - Male 73xx Disability Income Plan 3-Year Benefits - 1973 & 1975 Series - Male 75xx Disability Income Plan 5-Year Benefits - 1973 & 1975 Series - Male 78xx Disability Income Plan Benefits to 65 - 1973 & 1975 Series - Male 81xx Disability Income Plan 1-Year Benefits - 1975 Series - Female 82xx Disability Income Plan 2-Year Benefits - 1975 Series - Female 83xx Disability Income Plan 3-Year Benefits - 1975 Series - Female 85xx Disability Income Plan 5-Year Benefits - 1975 Series - Female 88xx Disability Income Plan Benefits to 65 - 1975 Series - Female PHOENIX FLEXIBLE RETIREMENT ANNUITIES 130100 Keogh (HR10) / Pension
Participating Policies Not Included in the Closed Block Page 8 of 9 311 Exhibit M to the Plan of Reorganization PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY INDIVIDUAL PARTICIPATING PLANS HAVING A CURRENTLY PAYABLE DIVIDEND SCALE BUT NOT INCLUDED IN THE CLOSED BLOCK
PLAN DESCRIPTION 130200 Non-qualified 131100 IRA / TSA 132100 IRA / TSA CLIC RETIREMENT INCOME POLICIES 201 Junior Partnership 300 Insurance Pension 423 Pension Accumulator 428 Retirement Income Policy
Participating Policies Not Included in the Closed Block Page 9 of 9 312 Exhibit N to the Plan of Reorganization OTHER STOCK-BASED PLANS Prior to the fifth anniversary of the Plan Effective Date, except as permitted by the Plan: (a) officers of the Holding Company, the Company, and Company Affiliates (collectively, "Officers") and other employees of the Holding Company, the Company, and Company Affiliates (collectively with the Officers, "Employees") may acquire beneficial ownership of Common Stock under The Phoenix Companies, Inc. Stock Incentive Plan and the plans listed in this Summary; (b) non-Officer directors of the Holding Company may acquire beneficial ownership of Common Stock only under The Phoenix Companies, Inc. Directors Stock Plan; and (c) non-Officer directors of the Holding Company, the Company, and Company Affiliates will not be eligible to acquire beneficial ownership of Common Stock under any of the following plans (the "Covered Plans"): 1. Phoenix Home Life Mutual Insurance Company Savings and Investment Plan; 2. Phoenix Home Life Mutual Insurance Company Agent Pension Plan; 3. Phoenix Home Life Mutual Insurance Company Agent Savings and Investment Plan; and 4. Phoenix Investment Partners, Ltd. Profit Sharing Plan and Trust. Prior to the fifth anniversary of the Plan Effective Date, no amendment to any Covered Plan will become effective which adds, deletes, modifies or otherwise amends provisions (including those relating to participant elections) permitting or requiring the company sponsoring the plan to make payments or allocations to participants in the form of Common Stock, stock options or interests in Common Stock, provided, however, that from and after the Adoption Date until the fifth anniversary of the Plan Effective Date. Covered Plans may be amended without the prior approval of the New York Superintendent solely to incorporate the provisions set forth in this Summary. 1. The Covered Plans: (a) At any time on or after the Plan Effective Date, the Holding Company, the Company and Company Affiliates (the "Covered Employers") may each give non-Officer participants the ability to allocate (to the extent otherwise allocable by participants under the terms of the applicable plan) all or any portion of their current account balances and new contributions under the Covered Plans to a Common Stock fund maintained by any Covered Employer, provided, that no such contributions may be made in or earmarked for investments in Common Stock. (b) At any time on or after the second anniversary of the Plan Effective Date, the Covered Employers may each give Officer participants the ability to allocate (to the extent otherwise allocable by participants under the terms of the applicable plan) all or any portion of their current account balances and new contributions under the Covered Plans to a Common Stock fund maintained by any Covered Employer, provided, that no such contributions may be made in or earmarked for investments in Common Stock. (c) At any time on or after the Plan Effective Date, the Covered Employers may each provide to or on behalf of any non-Officer participant all or any portion of their matching contributions under the Covered Plans as contributions to a Common Stock fund maintained by any Covered Employer. (d) At any time on or after the second anniversary of the Plan Effective Date, the Covered Employers may each provide to or on behalf of any Officer participant all or any portion of their matching contributions under the Covered Plans as contributions to a Common Stock fund maintained by any Covered Employer. Page 1 of 2 313 Exhibit N to the Plan of Reorganization 2. Fair Market Value Requirement Common Stock provided under the Covered Plans will be valued as the applicable date at the then Fair Market Value of the Common Stock. Thus, when Common Stock is issued in lieu of cash Compensation or allocated under any of the Covered Plans, the Fair Market Value shall be used as the basis for determining the number of shares to be issued or allocated. For these purposes, "Fair Market Value" shall (i) in the case of any transaction or series of transactions actually effected in an open market transaction, mean the value determined based on such transaction(s) and (ii) in all other cases, have the meaning set forth in The Phoenix Companies, Inc. Stock Incentive Plan. 3. Revisions to Change Control Provisions If any of the Covered Plans or The Phoenix Companies, Inc. Stock Incentive Plan contains a change of control provision, prior to the Plan Effective Date the Holding Company will, and it will cause the Company and its Company Affiliates (as the case may be) to, amend the plan or plans containing such provision to further provide that none of the Demutualization, the IPO or any Other Capital Raising Transactions will result in a change in control under such plan or plans. Page 2 of 2 Other Stock-Based Plans