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): July 15, 2014

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:

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

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

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

o 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 July 15, 2014, The Phoenix Companies, Inc. (the “Company”) entered into a letter agreement with Christopher M. Wilkos, Executive Vice President and Chief Investment Officer, relating to a one-time cash award of $175,000, to be payable concurrent with the Company becoming a current filer with the U.S. Securities and Exchange Commission (the “SEC”) with the filing of the Company’s 2014 Quarterly Report on Form 10-Q for the period ended September 30, 2014. The target payout date is estimated to be no later than December 12, 2014, the Company’s previously announced target date for becoming a current filer. This one-time award has been granted to Mr. Wilkos in recognition of his sustained performance and leadership as Chief Investment Officer and the resumption by Phoenix of its status as a current filer with the SEC. The award is subject to the Company’s Compensation Recovery Policy (clawback policy). In addition, the payment is subject to forfeiture by Mr. Wilkos under other circumstances as described in the letter agreement.

The description of the award set forth above is not complete and is qualified in its entirety by reference to the letter agreement between the Company and Mr. Wilkos, dated July 15, 2014, which is attached as Exhibit 10.1 to this Current Report on Form 8-K 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 exhibit is furnished herewith:

10.1           Letter Agreement between the Company and the Chief Investment Officer, dated July 15, 2014.

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 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:  July 18, 2014	By:	/s/ John T. Mulrain
		Name:	John T. Mulrain
		Title:	Executive Vice President, General Counsel and Secretary

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EX-10.1

Exhibit 10.1

July 15, 2014

Christopher Wilkos

Executive Vice President & Chief Investment Officer

Dear Chris:

This is to confirm a $175,000 one-time cash award in recognition of your sustained performance and leadership as Chief Investment Officer and the resumption by Phoenix of current filings with the U.S. Securities and Exchange Commission (the ‘SEC”).

Terms of the One-Time Award

The one-time award will be paid based on completion of the performance milestone outlined in the table below

Target Payout Date	Amount	Performance Milestone
Concurrent  with becoming a current SEC filer  estimated to be no later  than December 12, 20141	$175,000	Current filer for PNX with the filing of the 2014 PNX Q3 Form 10-Q

1 Actual date of payment will be determined based on the filing of the 2014 PNX Q3 Form 10-Q.  Individual must be actively employed on the date of payment

Eligibility for this one-time award is subject to the following terms:

●   The payment is subject to Phoenix’s Compensation Recovery Policy (clawback policy).

●   If you terminate your employment with Phoenix by resignation or retirement, or if your employment is terminated for cause2 prior to the filing of the 2014 PNX Q3 Form 10-Q, you will not receive any payment.  However, if your employment is involuntarily terminated through workforce reduction, death, or another reason unrelated to cause (not including retirement), on or before the payment date indicated above, you will receive the full award payable as soon as practicable after the date employment is terminated.

Sincerely,

/s/ Jody A. Beresin	/s/ Christopher Wilkos
Jody Beresin	Christopher Wilkos
Senior Vice President	Executive Vice President
Chief Administrative Officer	Chief Investment Officer

2 ”Cause” means: (i) your conviction of or plea of nolo contendere to, a felony; (ii) an act of willful (act, or failure to act, on your part done, or omitted to be done, by you not in good faith and without reasonable belief that your act, or failure to act, was in the best interest of Phoenix and its subsidiaries or affiliates) misconduct on your part with regard to Phoenix or its affiliates having a material adverse impact on Phoenix or its affiliates (including, without limitation, a willful violation of Phoenix’s Code of Conduct), or (iii) your failure in good faith to attempt or refusal to perform lawful directives of the Phoenix Board of Directors or executive officers of Phoenix, as applicable, which directives are consistent with the scope and nature of your employment duties and responsibilities.