THE PHOENIX COMPANIES, INC




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 voluntary or involuntary, will be void.

Section 2.3.     Dividend
Equivalents.  The Company will credit each of your Restricted Stock Units with Dividend Equivalents from the date your award is granted to the
end of the Restricted Period (as defined in the Plan) which shall be determined pursuant to section 1.2 of the Agreement.  A "Dividend
Equivalent" is an amount equal to the cash dividend payable per Common Share multiplied by the number of Common Shares then underlying each
Restricted Stock Unit.  Such amount shall be credited to a book entry account on your behalf at the time the Company pays any cash dividend
on its Common Shares.  Dividend Equivalents shall vest at the same time as the underlying Restricted Stock Units, and shall be distributed
at the same time as the underlying Restricted Stock Units convert to Common Shares.

Section 2.4.     Interest
Credits.  Interest will be credited on such Dividend Equivalents for each “Crediting Period” during the period
from the Award Date until distribution hereunder at, unless otherwise determined by the Committee, the mid-term Applicable
Federal Rate (as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended), in effect on the first
day of such Crediting Period.  A Crediting Period shall mean August 1 of one calendar year to July 31 of the subsequent
calendar year (or, if earlier, the date on which distribution is made hereunder), provided that interest shall be credited
with respect to each Dividend Equivalent only from the date it is first credited hereunder.  Interest Credits shall
vest at the same time as the underlying Restricted Stock Units and Dividend Equivalents, and shall be distributed at the same time
as the underlying Dividend Equivalents.

Section 2.5.     Settlement
of Your Restricted Stock Units.  Promptly after the date(s), if any, your Restricted Stock Units vest pursuant to Section 1.2, the Company
will deliver to you the number of Common Shares then underlying your vested Restricted Stock Units.  

Section 2.6.     Adjustment
Due to Change in Capitalization.  If any Adjustment Event occurs before all of the Restricted Stock Units are settled pursuant to
Section 2.5, the number of Common Shares underlying each remaining Restricted Stock Unit will be proportionately adjusted to
reflect, as deemed equitable and appropriate by the Company, the Adjustment Event.  In any merger, consolidation,
reorganization, liquidation, dissolution or other similar transaction, each Restricted Stock Unit shall pertain to the securities
and other property to which a holder of the number of Common Shares underlying the Restricted Stock Unit would have been entitled
to receive in connection with such event.  If, as a result of any Adjustment Event, your Restricted Stock Units represent the
right to receive cash in whole or in part (other than as a result of Dividend Equivalents or Interest
Credits), then the Company will promptly pay you such cash on the date specified
in Section 2.5.  An "Adjustment Event" means any stock dividend,
stock split or share combination of, or extraordinary cash dividend on, the
Common Shares or recapitalization, reorganization, merger, consolidation,
split-up, spin-off, combination, exchange of shares, warrants or rights offering
to










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purchase Common
Shares at a price substantially below fair market value, or other similar event affecting the Common Shares.




ARTICLE III

ADMINISTRATION

Section 3.1.     Administration.  The Company
is authorized to reasonably interpret in good faith your Award and this Agreement
and to make all other reasonable determinations in good faith necessary or advisable
for the administration and interpretation of your Award to carry out its provisions
and purposes, provided that such interpretation or determination shall be consistent
with the interpretation or determination made by the Company with respect to senior
management under other similar equity compensation plans.  Determinations,
interpretations or other actions made or taken by the Company pursuant to the
provisions of this Agreement shall be final, binding and conclusive for all
purposes and upon all persons.  The Company may consult with legal counsel,
who may be regular counsel to the Company, and shall not incur any liability for
any action taken in good faith in
reliance upon the advice of counsel.  Notwithstanding the foregoing to the
contrary, the Company may amend this Agreement as it deems necessary or
desirable to comply with the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended, and the regulations and pronouncements
thereunder, regardless of whether any such amendment shall cause a reduction or
cessation of a benefit accrued prior to the adoption of such amendment.

ARTICLE IV

MISCELLANEOUS

Section 4.1.     Tax
Withholding.  The Company will have the power to withhold, or require you to remit to the Company promptly upon notification of
the amount due, an amount sufficient to satisfy Federal, state and local withholding tax requirements with respect to your Award
(or settlement thereof), and the Company may defer payment of cash or issuance or delivery of Common Shares until such requirements
are satisfied.  The Company may, in its discretion, permit you to elect, subject to such conditions as the Company shall
impose (a) to have Common Shares deliverable in respect of your Award withheld by the Company or (b) to deliver to the Company
previously acquired Common Shares, in each case, having a fair market value sufficient to satisfy your statutory minimum Federal,
state and local tax obligation associated with the transaction.

Section 4.2.     Common
Shares Subject to this Award.  The Common Shares to be delivered in connection with your Award may consist, in whole or in
part, of Common Shares held in treasury or authorized but unissued Common Shares, not reserved for any other purpose.

Section 4.3.     Successor.  The
Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, if your Restricted Stock Units remain outstanding, to
unconditionally assume the obligations of the Company with respect to your Restricted Stock Units in writing and will provide a
copy of the assumption to you.









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Section 4.4.     Requirements
of Law.  The granting of your Award and the issuance of Common Shares will be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

Section 4.5.     No
Impact on Benefits.  Your Award will not be compensation for purposes of calculating your rights under any employee benefit plan.

Section 4.6.     Instrument
and Securities Law Compliance.  The Company shall have the authority to determine the instruments by which your Award shall be
evidenced.  Instruments evidencing your Award may contain such other provisions as the Company deems advisable.  In
addition, any Common Shares issued in connection with your Award shall be registered with the SEC at the expense of the Company
for resale on or before the first day on which you may transfer the shares under the Award (or such later date as you request
that is in compliance with the law and permissible under the applicable Company plan) unless such shares are eligible for sale by
you pursuant to Rule 144 (k) of the Securities Act of 1933 (or any successor provision) in the opinion of your counsel, which
registration shall be in a form reasonably acceptable to you, shall be subject to your reasonable prior
review and comments, shall remain effective until all Common Shares subject to
the Award have been sold (but need not be effective for more than 365 days after
first day on which you may transfer the Common Shares subject to your Award or,
if applicable, such later date as to which you shall have requested
effectiveness) and the Company and you shall, prior to the effectiveness of the
registration, enter into a customary registration rights  which will
contain provisions, among other things, requiring the Company to indemnify you
and any third persons reasonably requested by you in connection with the sale of
any Common Shares and reimburse you for your reasonable out-of-pocket expenses
(other than underwriting discounts) in connection therewith and will contain
customary black-out periods.  In the event of your death, or other
permitted private transfer of the Common Shares, all of your rights in this
Section 4.6 shall be transferred to your estate or other transferee.

Section 4.7.      Governing
Law.  The validity, interpretation, construction and performance of this Agreement and your Award shall be governed by
the laws of the State of Connecticut.






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