Restricted Stocks Units Agreement

EXHIBIT 10.21


THE PHOENIX COMPANIES, INC.

RESTRICTED STOCK UNITS AGREEMENT


The Phoenix Companies, Inc. (the " Company" ) hereby grants to the Participant named below a Restricted Stock Unit award (" Award" ), each Restricted Stock Unit (" Restricted Stock Unit" or " RSU" ) representing the right to receive one share of common stock of the Company, par value $0.01 per share ("Common Shares") in accordance with and subject to the terms and restrictions of this agreement (the " Agreement" ) and The Phoenix Companies, Inc. 2003 Restricted Stock, Restricted Stock Unit and Long-Term Incentive Plan (the " Plan" ), a copy of which is available upon request. This is the first page of the Agreement, which describes in detail your rights with respect to the Restricted Stock Unit granted to you hereby and which constitutes a legal agreement between you and the Company.


1.

Participant Name:


Employee ID:


2.

Award Date:


3.

Number of Restricted Stock Units


4.

Vesting Date(s):

100% on [Date]


IN WITNESS WHEREOF, both The Phoenix Companies, Inc. and the Participant agrees to be bound by the terms and provisions of this Agreement, as of the date noted below.


THE PHOENIX COMPANIES, INC.


Date:

By:

_____________________________________

Dona D. Young, Chairman, President & CEO


RECIPIENT:_____________________________


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ARTICLE I

RESTRICTED STOCK UNITS


Section 1.1.

Restricted Stock Unit. "Restricted Stock Unit" means the right to receive one share of common stock of the Company, par value $0.01 per share ("Common Shares") subject to the terms of this Agreement.


Section 1.2.

Vesting. Subject to the terms and conditions of this Award, your Restricted Stock Units will vest on the conclusion of each vesting period ending on the vesting date(s) indicated on page one of this Agreement, provided that you remain employed by the Company until each respective vesting date(s).


Section 1.3. Termination of Employment. If your employment with the Company terminates due to:

a)

death, Disability, Approved Retirement (as these terms are defined in the Plan) or an involuntary termination that qualifies for severance benefits, a portion of your non-vested Restricted Stock Units will vest in an amount equal to (i) minus (ii) below, rounded up to the nearest whole share:

(i)

the product of the number of Restricted Stock Units awarded multiplied by the ratio of (1) the number of days that you were actively employed by the Company since the Award Date, divided by (2) the number of days between the Award Date and the last scheduled vesting date.

(ii)

the number of Restricted Stock Units that have already vested in accordance with Section 1.2 as of your termination date.

b)

Good Reason or a termination by the Company (or its successor) without Cause, in each case in connection with a Change of Control (as these terms are defined in the Change in Control Agreement entered into between the parties on January 1, 2006), any Restricted Stock Units that have not vested in accordance with Section 1.2 as of your termination date shall fully vest;

c)

any reason other than those identified in paragraphs (a) and (b) above, any Restricted Stock Units that have not vested in accordance with Section 1.2 as of your termination date shall be forfeited and you shall have no rights thereunder or hereunder.


ARTICLE II
RIGHTS AND SETTLEMENT

Section 2.1. Rights as a Shareholder. Your Restricted Stock Units will not give you any right to vote on any matter submitted to the Company's stockholders. You will have voting


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rights with respect to the Common Shares that underlie your Restricted Stock Units only after the shares have actually been issued to you.

Section 2.2. Restrictions on Transferability. You will not have any right to sell, assign, transfer, pledge, hypothecate or otherwise encumber your Restricted Stock Units. Any attempt to effect any of the preceding in violation of this Section 2.2, whether voluntar ...