HOFMANN PETER A 4

4 · PHOENIX COMPANIES INC/DE · Filed Nov 8, 2004

Form 4

Period: 2004-11-04

SrEVP & CFO

Transactions

Award
Restricted Stock Units
2004-11-04+25,855→ 25,855 total
Exercise: $0.00→ Common Stock (25,855 underlying)

Holdings

Common Stock
(indirect: By 401(k))
889.467
Stock Option (Right to Buy)
Exercise: $12.50Exp: 2014-04-29→ Common Stock (35,000 underlying)
35,000
Common Stock
4,507.109
Stock Option (Right to Buy)
Exercise: $16.20Exp: 2012-06-25→ Common Stock (5,000 underlying)
5,000

Footnotes (5)

[F1]Includes 507.109 shares acquired through The Phoenix Employee Stock Purchase Plan.
[F2]Represents the reporting person's pro rata portion of the stock held in the PNX Common Stock Fund as of the transaction date pursuant to the Phoenix Savings & Investment Plan. This information is based on information provided by the Plan Trustee as of that date.
[F3]Each Restricted Stock Unit (RSU) represents one share of stock. The RSUs vest on the earlier of (a) the third anniversary of the transaction date or (b) a change in control and a termination of the reporting person's employment other than for cause. In the event the RSUs vest, the underlying shares of common stock will become deliverable, without consideration, pursuant to the terms of The Phoenix Companies, Inc. Restricted Stock, Restricted Stock Unit and Long-Term Incentive Plan as approved by the Shareholders. Thereafter, the terms of the reporting person's employment will require the reporting person to retain a fixed percentage of the shares in accordance with ownership levels applicable to the reporting person under the Company's stock ownership and retention guidelines.
[F4]The options were granted on June 25, 2002 and vest in approximately three equal installments on each of the first three anniversaries of the grant.
[F5]The options vest in approximately three equal installments on each of the first three anniversaries of the grant.

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