EXHIBIT 10(JJ)
SPECIAL SEVERANCE PAY PLAN
Phoenix Duff & Phelps Corporation (the "Company") considers it essential to the best interests of its shareholders
to foster the continuous employment of key management personnel. The Board of Directors of the Company has
determined that appropriate steps should be taken to reinforce and encourage the continued attention and
dedication of Philip R. McLoughlin (the "Executive") to his assigned duties without distraction in the event that
Phoenix Home Life Mutual Insurance Company's and its subsidiary's ownership interest in the Company falls
below 50% ("Change of Control Event") or in the face of a merger, acquisition, consolidation or other
organizational change or event ("Business Event"), as determined from time to time by the Executive Committee
of the Company's Board of Directors. As a result, the Board of Directors has approved this Special Severance
Pay Plan.
In order to encourage the Executive to remain in the employ of the Company and in furtherance of the purposes
set forth above, the Company agrees that the Executive shall receive certain severance benefits set forth in this
Plan in the event his employment with the Company is terminated subject to the conditions contained herein.
1. TERM OF AGREEMENT. This Plan shall be effective on May 13, 1996 (the "Effective Date") and shall
terminate on the later of the second anniversary of the Effective Date or the second anniversary of the effective
date of a Change of Control or Business Event ("Change of Control or Business Event Date") unless the term
thereof is extended by the Company. Notice of any extension shall be by written notice to the Executive by the
Company. Termination of the Plan shall not affect any benefits in pay status on the termination date or affect rights
to any benefits which have accrued prior to the termination date but have not been paid as of such date. For
purposes of this Plan, benefits shall be deemed to have accrued upon the occurrence of a Change of Control or
Bu