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): April 20, 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.

(e) On April 20, 2009, The Board of Directors (the “Board”) of The Phoenix Companies, Inc. (the “Company”) approved changes to the amount and structure of its compensation. Currently, each non-employee member of the Board is entitled to an annual retainer fee of $132,500, paid in advance in quarterly installments of $33,125. For the rest of 2009, the retainer fee amount will be reduced by 30 percent, resulting in the payment of quarterly installments of $23,187.50 for each of the third and fourth quarters of 2009. Further, because there are not sufficient authorized shares remaining under the shareholder approved plan to fund a mandatory investment in restricted stock units (“RSUs”), the Board has also modified the structure of its compensation for the remainder of 2009. Currently, fifty percent of each quarterly installment is required to be deferred (the “Deferred Portion”) into RSUs for directors. The remaining fifty percent (the “Cash Portion”) is payable in cash, but each director may voluntarily defer such payments, and irrevocably elect to have such deferred amounts converted into RSUs or mutual fund options available in The Phoenix Companies, Inc. Directors Cash Deferral Plan. Going forward, the Board has determined that instead of receiving the Deferred Portion automatically in the form of RSUs, each director may voluntarily elect to receive this component of their compensation in the form of (i) RSUs outside of the shareholder approved plan or (ii) deferred cash invested in the mutual fund options available under the Cash Deferral Plan.

Also on April 20, 2009, the Compensation Committee of the Board (the “Committee”) approved a reduction in the payout ranges of incentive compensation payable to employees participating in the Company’s or its affiliates’ annual and long-term incentive plans, in respect of performance periods ending in 2009. The approved reductions consist of a 30% reduction in the 2009 payout range for threshold and target performance results and a reduction in the 2009 payout for achievement of maximum performance results from 200% to 150% under each of the Company’s and affiliates’ annual and long-term incentive plans. In conjunction with this reduction of incentive payout opportunities, the Committee approved the following modifications to the Company’s primary long-term incentive plan for senior management: (1) due to the limited share availability under our shareholder–approved plan, the 2009 awards will be made in cash only (awards for prior periods had been made in RSUs); and (2) the performance metrics for long-term awards granted in 2009 will be determined by the same metrics used in the 2009 annual incentive plan for executive officers, but any amounts earned based on such metrics will be subject to additional service vesting requirements of two years. The form of agreement to be used for future awards reflecting the reduction in payout ranges is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

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 Form of Cash Agreement for Long-Term Incentive Cycle Performance-Based Grants with Post-Performance Service-Vesting Criteria

* * * * *

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: April 24, 2009	By:	/s/ Tracy L. Rich
	Name:	Tracy L. Rich
	Title:	Executive Vice President, General Counsel and Secretary

EX-10.1

Exhibit 10.1

20xx - 20xx

LONG-TERM INCENTIVE CYCLE

PERFORMANCE-BASED GRANT

PURPOSE

Long-term incentive (“LTI”) compensation provides a method for linking the compensation of key executives to the long-term results of The Phoenix Companies, Inc. (the “Company”) and to the drivers of shareholder value.

Incentives provided under this program for this cycle are designed to deliver cash-based awards to participants provided certain performance objectives are met.

BASIC PLAN CONCEPTS

Eligibility

Eligibility is limited to (1) key executives in a position to substantially influence the long-term direction and success of the Company and (2) other employees, in each case determined at the discretion of the Chief Executive Officer of the Company (the “CEO”), the Board of Directors (the “Board”), or the Compensation Committee of the Board of Directors (the “Committee”).

Target Incentive Awards

Participants in the 20xx-20xx incentive cycle are provided a target cash grant based on individual target award levels, specified as a percentage of salary. Final awards, if any, are determined at the end of the [x]-year period ending [month day, 20xx] (the “Performance Cycle”) subject to the achievement of specified performance objectives and subject to additional service vesting requirements.

Performance Criteria

For the 20xx-20xx Performance Cycle, the threshold, target, and maximum performance criteria and corresponding payout levels are set forth below:

	Threshold		Target		Maximum
Goal # 1	[	]	[	]	[	]
Goal # 2	[	]	[	]	[	]
% of Target Award Paid	[	]%	[	]%	[	]%

If any of the specified performance objectives are met at any payout level, the corresponding cash award is then subject to the following vesting schedule.

Vesting Date(s):	% on [Date]
	% on [Date]
	% on [Date]

Vesting

Subject to the terms and conditions of this award, including satisfaction of the relevant performance criteria, your cash award will vest on the conclusion of each vesting period ending on the vesting date(s) indicated above, provided that you remain employed by the Company until each respective vesting date(s).

Determination of Final Award

The final cash award determination will be made in the first quarter following the end of the Performance Cycle based on actual performance results. Award results must be approved by the CEO, the Board, or the Committee, as required, including any reduction to awards if circumstances warrant (e.g. initial targets are deemed too low or events not core to the business create a favorable result). Additionally, at the discretion of the Committee, a top performer pool may be established at 25% of target if threshold performance criteria are not met.

Payment of Awards and Retention Requirements

The final cash award, if any, will be paid as soon as practicable following the respective vesting date(s) based on the Company’s payroll schedule and processes. Receipt of the cash award is taxable as ordinary income in the year received.

Deferring Awards

The Company may provide you with an opportunity to defer some or all of your award. You will be notified of any such opportunity with respect to your award.

Termination of Employment Prior to Vesting

If you terminate employment with the Company due to death, Disability or Approved Retirement (as these terms are defined under The Phoenix Companies, Inc. 2003 Restricted Stock, Restricted Stock Unit and Long-Term Incentive Plan) prior to the final vesting of your award, including during the Performance Cycle, or if you terminate employment with the Company due to an involuntary termination that qualifies for severance payments after the Performance Cycle but prior to the vesting of your award, your final award will be determined by prorating the percentage of the target earned, if any, according to the number of months that you were actively at work during the [x]-year period ending 20xx. You will receive full credit for your last month even if you only worked part of that month. Any cash awarded to such participants will be determined at the same time as those for active employees participating in this incentive, and such award will be paid as soon as practicable after such termination event, subject to, if applicable, any payment delays required by Section 409A of the Internal Revenue Code. In the event of your death, any cash award that would have been payable shall be paid to your beneficiary pursuant to the terms of the Plan as soon as practical following the determination of results.

Except as provided above, the termination of employment prior to the vesting of your award will result in the immediate forfeiture of your incentive award under this program.

Change of Control

If you have a change-in-control agreement with the Company, in the event of a Change in Control (as defined under such agreement) during or following the Performance Cycle but prior to the final vesting of your award, you will receive a pro-rated award, determined as if target performance results were achieved, based on the number of months that you were actively at work during the [x]-year period ending 20xx.

Impact on Benefits

Long-term incentive payments made under the Plan will not be used for determining pay-related benefits under either qualified or nonqualified benefit plans maintained by the Company.

Administration

The Committee is responsible for the administration of this incentive. Subject to the terms of the award, the Committee is authorized to interpret, prescribe, amend and rescind rules relating to the award, and to make all other determinations necessary to carry out the terms of the award, including, but not limited to (1) determination of any eligibility rules or conditions that may be required to be satisfied, and (2) any determinations, amendments, or rules the Committee deems necessary or desirable to comply with the requirements of Section 409A of the Internal Revenue Code and the regulations and pronouncements thereunder, including any exemptions thereunder, regardless of whether any such amendment would cause a reduction, delay, or cessation of an award accrued prior to the adoption of such amendment.