8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 23, 2009

The Phoenix Companies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-16517	06-1599088
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One American Row, Hartford, CT	06102-5056
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (860)403-5000

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Mrs. Dona D. Young, our Chairman, President and Chief Executive Officer, will retire from the Company, and resign from all of her positions with the Company, including as a member of the Board of Directors, effective April 15, 2009. Mrs. Young has served as the Company’s Chairman and Chief Executive Officer since January 2003 and as President since 2000. Mrs. Young held various other executive officer positions with the Company and its predecessors since 1994, and been an employee of the Company or one of its subsidiaries since 1980. Mrs. Young has agreed to provide the Company with consulting services for one year following her retirement for a fee of $300,000, payable in two equal installments on her retirement date and on October 15, 2009.

Effective as of the date of Mrs. Young’s retirement, James D. Wehr, 51, who has served as Senior Executive Vice President and Chief Investment Officer since February 2007, will be appointed President and Chief Executive Officer. Mr. Wehr will also be elected as a member of the Board, effective April 15, 2009. Mr. Wehr previously served as Executive Vice President and Chief Investment Officer from February 2005, and as Senior Vice President and Chief Investment Officer of the Company and Phoenix Life since January 1, 2004. Prior to that time, he was Senior Managing Director and Portfolio Manager at Phoenix Investment Partners (which is now Virtus Investment Partners, Inc.) from 1995 through 2003.

Also effective as of the date of Mrs. Young’s retirement, Thomas S. Johnson will become non-executive Chairman. Mr. Johnson has been a member of our Board of Directors since 2000. Mr. Johnson served as Chairman and Chief Executive Officer of GreenPoint Financial Corporation from 1993 to 2004 and as President and a director of Manufacturers Hanover Trust Company and Manufacturers Hanover Corp. from 1989 to 1991. He is also a director of R.R. Donnelley & Sons Company, Inc. and Alleghany Corporation.

Item 9.01. Financial Statements and Exhibits.

(a)	Not applicable
(b)	Not applicable
(c)	Not applicable
(d)	Exhibits
	The following exhibits are filed herewith:
10.1	Consulting Agreement between The Phoenix Companies, Inc. and Dona D. Young, dated March 22, 2009
99.1	Press Release

* * * * *

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE PHOENIX COMPANIES, INC.
Date: March 23, 2009	By:	/s/ Tracy L. Rich
	Name:	Tracy L. Rich
	Title:	Executive Vice President, General Counsel and Secretary

EX-10.1

Exhibit 10.1

CONSULTING SERVICES AGREEMENT

CONSULTING SERVICES AGREEMENT, dated as of March 22, 2009, by and between The Phoenix Companies, Inc., a Delaware corporation (the “Company”), and Dona D. Young (“Consultant”).

WHEREAS, Consultant has served as the Chairman and Chief Executive Officer of the Company since 2003, as President of the Company since 2000, and in other positions with the Company and its affiliates since 1980; and

WHEREAS, Consultant has determined to retire from employment with the Company, on April 15, 2009 (the “Retirement Date”); and

WHEREAS, the Company wishes to continue to avail itself of Consultant’s knowledge, expertise and experience for a transition period by appointment of Consultant as a consultant to provide services that are helpful to the operation of the Company’s business; and

WHEREAS, Consultant is willing to serve as a consultant to the Company upon the terms and conditions set forth below.

NOW, THEREFORE, in consideration of their mutual promises, the Company and Consultant agree as follows:

1. Consulting Services. During the period beginning on the day after the Retirement Date and continuing until April 15, 2010 (the “Consulting Period”), Consultant shall personally provide to the Chief Executive Officer of the Company (“CEO”) or the Board of Directors (the “Board”) such consulting services as either the Chief Executive Officer or the Board may reasonably request from time to time. Such consulting services shall relate to the transition of Consultant’s duties and responsibilities as in effect prior to the Retirement Date to her successor as CEO, and to such other matters as are appropriate for the former Chief Executive Officer of the Company.

2. Time, Location and Maximum Commitment. The Company and Consultant shall mutually agree on the time and location at which she shall perform consulting services hereunder, subject to the right of the Company to reasonably request by advance written notice to Consultant that such services be performed at a specific time and at a specific location. The Consultant shall honor any such request unless she has a conflicting business or personal commitment that would preclude her from performing such services at the time and/or place requested by the Company, and in such circumstances the parties shall make reasonable efforts to arrange a mutually satisfactory alternative. The Company shall use its reasonable best efforts not to require the performance of consulting services in any manner that unreasonably interferes with any other business or pre-scheduled personal activity of Consultant. It is not intended and in

no event shall Consultant be required to perform services for the Company hereunder at a level that would require Consultant to devote to such services twenty percent (20%) or more of the average level of bona fide services performed by Consultant while an employee of the Company over the 36 month period immediately preceding the Retirement Date (the “Maximum Commitment”). The Company and Consultant acknowledge that they have established the Maximum Commitment so that Consultant will have incurred a separation from service as of the Retirement Date pursuant to, and in accordance with the regulations promulgated under, Section 409A of the Internal Revenue Code of 1986, as amended, and will act accordingly.

3. Status. Consultant shall not, by virtue of the consulting services provided hereunder, be considered to be an officer or employee of the Company or any of its affiliates, and shall not have the power or authority to contract in the name of or bind the Company. As an independent contractor, Consultant may perform services for others. Consultant shall at all times be treated as an independent contractor and shall be responsible for the payment of all taxes with respect to all amounts paid to her hereunder. Consultant shall not, by reason of the services performed hereunder, be entitled to participate in any employee benefits plan or fringe benefit or perquisite program made available to any employee or officer of the Company. Nothing in this Agreement shall be construed to limit the rights of Consultant to receive any benefits or compensation otherwise payable to Consultant in respect of her prior services as an officer and employee of the Company under the express terms and conditions of any agreement between her and the Company or the applicable terms and conditions of any employee benefit plan, program or arrangement.

4. Consulting Fees. In respect of the services to be performed hereunder, the Company shall pay Consultant the amount of $300,000, in two installments, the first payable on the Retirement Date and the second payable on October 15, 2009; provided that, Consultant shall be required to repay a pro-rated portion of the consulting fee promptly upon demand by the Company should Consultant refuse to provide the services required of her hereunder, after written demand for performance is made by the Company. In addition, within 30 days following the end the Consulting Period (or such earlier date as the Board shall determine), the Company may (but is not required to) award Consultant a discretionary bonus, in such amount as the Board shall determine based on the value of the services provided by Consultant to the Company during the Consulting Period.

5. Equipment, Office Space and Support Services. During the Consulting Period, the Company shall continue to provide Consultant with the same personal business equipment and services (e.g., blackberry, home fax, home phone line, access to the Company email system) as were made available to her to assist in the performance of her services outside the office immediately prior to the Retirement Date. During the Consulting Period, the Company shall provide Consultant with an office and secretarial

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and other support services, in each case, as shall be necessary or appropriate for Consultant to perform the consulting services required of her hereunder.

6. Expenses. The Company shall also pay or reimburse Consultant for such reasonable expenses incurred by Consultant in the course or on account of rendering consulting services hereunder in accordance with, and subject to the terms and conditions of, the expense reimbursement policy applicable to expenses incurred by senior officers of the Company, as in effect on the date hereof.

7. Confidential Information. Consultant understands and agrees that in the course of her services hereunder she will acquire and/or have access to confidential information, trade secrets, proprietary data and/or non-public information concerning the business, professional and/or personal affairs, activities and operations of the Company, the Company’s subsidiaries and affiliates and/or the officers, employees and/or representatives of any of them (collectively, the “PNX Companies”) and the PNX Companies’ plans, methods of doing business and practices and procedures, as well as confidential information disclosed to PNX Companies from time to time by third parties, any or all of which shall be referred to herein as the “Confidential Information.” Without the prior written consent of a duly authorized officer of the Company, and except to the extent required in connection with the performance of her duties hereunder, by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency, Consultant shall not disclose to any Confidential Information to any third person, unless such Confidential Information has been previously disclosed to the public by the Companies or has become public knowledge other than by Consultant’s breach of this Agreement or any other agreement with the Company by which she may be bound. The Consultant’s duties and obligations under this paragraph 7 are in addition to, and not intended to supersede, limit, amend or otherwise modify any existing covenant made by Consultant in favor of the Company in connection with, as a condition of, or pursuant to the terms of any agreement entered during the term of, her employment with the Company, whether pertaining to the preservation of confidential information or otherwise.

8. Intellectual Property. Consultant agrees that all intellectual property, including, but not limited to, all ideas and concepts contained in computer programs and software, documentation or other literature or illustrations that are conceived, developed, written, or contributed by Consultant during the Consulting Period, either individually or in collaboration with others, that relate to, and are part of, the services provided by Consultant hereunder, shall belong to and be the sole property of the Company. Consultant further agrees that all rights in all works prepared or performed by Consultant pursuant to this Agreement shall belong exclusively to the Company and shall constitute “works made for hire” for purposes of copyright law. The Consultant hereby assigns to the Company her entire right, title and interest in any invention or idea, patentable or not, conceived, discovered or made by her during the Consulting Period (whether alone or with others and whether or not on the Company’s premises) covered by the foregoing.

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The provisions of this Section shall not be construed to assign to the Company any of Consultant’s rights in any work, concept, invention or idea for which no equipment, supplies, facilities, or trade secret information of the Company was used, that was developed entirely on Consultant’s own time, and that does not relate at the time of conception or reduction to practice of the invention to the Company’s business or to the Company’s actual or demonstrably anticipated research or development; or does not result from any work performed by Consultant for the Company.

9. Indemnification. The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless Consultant (including the advancement of legal fees) with regard to Consultant’s good faith action or inaction pursuant to this Agreement and cause Consultant to be covered, in respect of her services hereunder, by any insurance policy providing indemnity coverage for its corporate officers and directors, in each case, to the same extent as, and subject to the same conditions as apply to, its corporate officers and directors.

10. Miscellaneous. This Agreement is for the personal services of Consultant and may not be subcontracted or assigned by Consultant in any fashion, whether by operation of law, or by conveyance of any type, without the prior written consent of the Company, which consent the Company may withhold in its sole discretion. Without the written consent of Consultant, the Company may not assign all or any portion of this Agreement at any time to any of its affiliates or to any other person. This Agreement may only be amended by a written instrument signed by the Company and Consultant. Except as otherwise expressly provided hereunder, this Agreement shall constitute the entire

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agreement between the Company and Consultant with respect to the provision of consulting services by the Consultant to the Company. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

11. Governing Law. This Agreement shall be governed by the laws of Connecticut, without reference to the principles of conflicts of law.

IN WITNESS, WHEREOF, the parties have executed this Agreement as of the day first written above.

THE PHOENIX COMPANIES, INC.
/s/ Bonnie Malley
By:	Bonnie Malley
Title:	EVP, HR
DONA D. YOUNG
/s/ Dona D. Young

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EX-99.1

Exhibit 99.1

NEWS RELEASE
For Immediate Release	One American Row
	PO Box 5056
	Hartford CT 06102-5056
	www.phoenixwm.com

Contacts:
Media Relations	Investor Relations
Alice Ericson, 860-403-5946	860-403-7100
alice.ericson@phoenixwm.com	pnx.ir@phoenixwm.com

Dona D. Young to Retire as Chairman, President and CEO of Phoenix; James D. Wehr to Become

President and CEO; Thomas S. Johnson Elected Non-executive Chairman

Hartford, Conn., March 23, 2009 – The Phoenix Companies, Inc. (NYSE: PNX) today announced that Dona D. Young, chairman, president and chief executive officer, will retire from the company after 29 years. As a result, James D. Wehr, senior executive vice president and chief investment officer, has been promoted to president and chief executive officer and will join the Phoenix Board of Directors. Thomas S. Johnson was named non-executive chairman. All changes will be effective April 15, 2009. Mrs. Young will step down from the Board of Directors and will become a consultant to the company for one year.

“Dona Young’s commitment to this company and its people is unmatched,” said Peter C. Browning, Phoenix’s lead director. “She has been CEO during one of the most difficult periods in the company’s 158-year history, and throughout those six years, demonstrated steadfast leadership, courage and foresight. She leaves Phoenix with many core strengths that will stand it in good stead during these difficult times, and we are very grateful for her dedicated service.”

“Jim Wehr has significant investment experience, including managing the portfolio for our insurance and annuity business. He has skillfully taken the right steps to assure that our investments meet our criteria for preserving value for shareholders and delivering the security our customers expect,” Mr. Browning said. “His financial markets experience will serve the company well during these unprecedented times.”

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The Phoenix Companies, Inc. … 2

Mrs. Young commented, “My entire career has been at Phoenix, which made this a particularly difficult decision. Ultimately, however, I determined that it was the right time to make the change for the company and for my family. Obviously, the past several months have been challenging as never before, and Jim Wehr’s deep market expertise has been invaluable. Clearly, Jim is ready to lead the company at this critical point in its history. The management team is deep and strong, and the Board is experienced and resourceful. I look forward to working with Jim and the Board to assure a seamless transition and as a consultant for the next year.”

“I am excited by this opportunity,” said Mr. Wehr. “Although it will not be easy, I am fortunate to have a great management team and Board, and together we will continue to take the decisive steps necessary to advance the company for our shareholders, customers and business partners. I want to thank Dona for her leadership and counsel, particularly over the last few years, and I am pleased to have benefit of her counsel for the next 12 months.”

Mrs. Young, 55, joined Phoenix as an attorney in 1980 after serving as a summer law intern in 1979. She progressed through increasingly responsible positions in law, reinsurance, sales and marketing, and operations and was named chairman, president and chief executive officer in 2003. Mrs. Young holds bachelor’s and master’s degrees in political science from Drew University and a law degree from the University of Connecticut.

Mr. Wehr, 51, joined Phoenix in 1981 and has held a series of increasingly senior investment positions, including credit research, trading and portfolio management. He has served as chief investment officer since 2004, was named executive vice president in 2005, and senior executive vice president in 2007. Mr. Wehr has a bachelor’s degree from Fairfield University and a master of business administration from the University of Connecticut

Mr. Johnson, 68, joined Phoenix’s Board in 2000 and serves as chairman of the compensation committee. He is the retired chairman and chief executive officer of GreenPoint Financial Corporation, where he served from 1993 to 2004, was president and director of Manufacturers Hanover Trust Company and Manufacturers Hanover Corp. from 1989 to 1991, and is also a director of R.R. Donnelley & Sons Company, Inc. and Alleghany Corporation. Mr. Johnson has a bachelor’s degree from Trinity College and a master of business administration from Harvard Business School.

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The Phoenix Companies, Inc. … 3

ABOUT PHOENIX

With a history dating to 1851, The Phoenix Companies, Inc. (NYSE:PNX) helps its customers find straightforward solutions to often highly complex personal financial and business planning needs through life insurance and annuities. Phoenix’s products are available through a wide variety of third-party financial professionals and intermediaries, supported by the company’s wholesalers and financial planning specialists. In 2008, Phoenix had annual revenues of $2.0 billion and total assets of $25.8 billion. For more information, visit www.phoenixwm.com.

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 which, by their nature, are subject to risks and uncertainties. We intend for these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating to forward-looking statements. These include statements relating to trends in, or representing management’s beliefs about, our future transactions, strategies, operations and financial results, as well as other statements, including but not limited to, words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “should” and other similar expressions. Forward-looking statements are made based upon our current expectations and beliefs concerning trends and future developments and their potential effects on the company. They are not guarantees of future performance. Our actual business, financial condition and results of operations may differ materially from those suggested by forward-looking statements as a result of risks and uncertainties, which include, among others: (i) unfavorable general economic developments including, but not limited to, specific related factors such as the performance of the debt and equity markets and changes in interest rates; (ii) the effect of continuing adverse capital and credit market conditions on our ability to meet our liquidity needs, our access to capital and our cost of capital; (iii) the possibility of losses due to defaults by others including, but not limited to, issuers of fixed income securities; (iv) changes in our investment valuations based on changes in our valuation methodologies, estimations and assumptions; (v) the effect of guaranteed benefits within our products; (vi) the consequences related to variations in the amount of our statutory capital due to factors beyond our control; (vii) downgrades in our debt or financial strength ratings; (viii) the possibility that mortality rates, persistency rates, funding levels or other factors may differ significantly from our pricing expectations; (ix) the availability, pricing and terms of reinsurance coverage generally and the inability or unwillingness of our reinsurers to meet their obligations to us specifically; (x) our dependence on non-affiliated distributors for our product sales; (xi) our dependence on third parties to maintain critical business and administrative functions; (xii) our ability to attract and retain key personnel in a competitive environment; (xiii) the strong competition we face in our business from banks, insurance companies and other financial services firms; (xiv) our reliance, as a holding company, on dividends and other payments from our subsidiaries to meet our financial obligations and pay future dividends, particularly since our insurance subsidiaries’ ability to pay dividends is subject to regulatory restrictions; (xv) the potential need to fund deficiencies in our Closed Block; (xvi) tax developments that may affect us directly, or indirectly through the cost of, the demand for or profitability of our products or services; (xvii) the possibility that the actions and initiatives of the U.S. Government, including those that we elect to participate in, may not improve adverse economic and market conditions generally or our business, financial condition and results of operations specifically (xviii) other legislative or regulatory developments; (xix) legal or regulatory actions; (xx) changes in accounting standards; (xxi) the potential effects of the spin-off of our former asset management subsidiary; (xxii) the potential effect of a material weakness in our internal control over financial reporting on the accuracy of our reported financial results; and (xxiii) other risks and uncertainties described herein or in any of our filings with the SEC. We undertake no obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

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