<PAGE>

                                                                     EXHIBIT 4.5

                              REMARKETING AGREEMENT



                                                               December 20, 2002




Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

SunTrust Bank
25 Park Place, 24th Floor
Atlanta, Georgia 30303
Attention:  Corporate Trust Division

Ladies and Gentlemen:

         This Agreement is dated as of December 20, 2002 (the "AGREEMENT") by
and among The Phoenix Companies, Inc., a Delaware corporation (the "COMPANY"),
Morgan Stanley & Co. Incorporated, as the remarketing agent (the "REMARKETING
AGENT"), and SunTrust Bank, a Georgia banking corporation, not individually but
solely as Purchase Contract Agent (the "PURCHASE CONTRACT AGENT") and as
attorney-in-fact of the holders of Purchase Contracts (as defined in the
Purchase Contract Agreement referred to below).

         Section 1. Definitions.

         (a) Capitalized terms used and not defined in this Agreement shall have
the meanings set forth in the Purchase Contract Agreement, dated as of December
20, 2002, between the Company and SunTrust Bank, as Purchase Contract Agent, as
amended from time to time (the "PURCHASE CONTRACT AGREEMENT").

         (b) As used in this Agreement, the following terms have the following
meanings:

         "NOTES" means the 6.60% Notes due February 16, 2008 of the Company.

         "PRELIMINARY PROSPECTUS" means any preliminary prospectus relating to
the Remarketed Notes included in the Registration Statement, including the
documents incorporated by reference therein as of the date of such Preliminary
Prospectus; and any reference to any amendment or supplement to such Preliminary
Prospectus shall be deemed to refer to and include any documents filed after the
date of such Preliminary Prospectus, under the Exchange Act, and incorporated by
reference in such Preliminary Prospectus.

         "PROSPECTUS" means the prospectus relating to the Remarketed Notes, in
the form in which first filed, or transmitted for filing, with the Commission
after the effective date of the Registration Statement pursuant to Rule 424(b),
including the documents incorporated by reference therein as of the date of such
Prospectus; and any reference to any amendment or



<PAGE>

supplement to such Prospectus shall be deemed to refer to and include any
documents filed after the date of such Prospectus, under the Exchange Act, and
incorporated by reference in such Prospectus.

         "REGISTRATION STATEMENT" means a registration statement under the
Securities Act prepared by the Company covering, inter alia, the Remarketing of
the Remarketed Notes pursuant to Section 5(a) hereunder, including all exhibits
thereto and the documents incorporated by reference in the prospectus contained
in such registration statement, and any post-effective amendments thereto.

         "REMARKETED NOTES" means the Pledged Notes and the Separate Notes, if
any, subject to Remarketing as identified to the Remarketing Agent by the
Purchase Contract Agent and the Custodial Agent, respectively, after 11:00 a.m.,
New York City time, on the Business Day immediately preceding the applicable
Remarketing Date, and shall include: (a) (i) in the case of the Initial
Remarketing, the Second Remarketing and the Third Remarketing, the Pledged Notes
and (ii) in the case of the Final Remarketing, the Notes of the Holders of
Corporate Units who have not notified the Purchase Contract Agent prior to 5:00
p.m. on the fifth Business Day immediately preceding the Purchase Contract
Settlement Date of their intention to effect a Cash Settlement of the related
Purchase Contracts pursuant to the terms of the Purchase Contract Agreement or
who have so notified the Purchase Contract Agent but failed to make the required
cash payment on the fourth Business Day immediately preceding the Purchase
Contract Settlement Date pursuant to the terms of the Purchase Contract
Agreement, and (b) the Separate Notes of the holders of Separate Notes, if any,
who have elected to have their Separate Notes be remarketed in such Remarketing
pursuant to the terms of the Purchase Contract Agreement.

         "REMARKETING" means the remarketing of the Remarketed Notes pursuant to
this Remarketing Agreement.

         "REMARKETING FEE" has the meaning set forth in Section 4.

         "REMARKETING MATERIALS" means the Preliminary Prospectus, the
Prospectus or any other information furnished by the Company to the Remarketing
Agent for distribution to investors in connection with the Remarketing.

         "TRANSACTION DOCUMENTS" means this Agreement, the Purchase Contract
Agreement, the Pledge Agreement and the Indenture, in each case as amended or
supplemented from time to time.

         Section 2. Appointment and Obligations of the Remarketing Agent.

         (a) The Company hereby appoints Morgan Stanley & Co. Incorporated as
the exclusive Remarketing Agent, and, subject to the terms and conditions set
forth herein, Morgan Stanley & Co. Incorporated hereby accepts appointment as
Remarketing Agent, for the purpose of (i) remarketing the Remarketed Notes on
behalf of the holders thereof, (ii) determining, in consultation with the
Company, in the manner provided for herein and in the Purchase Contract
Agreement and the Indenture, the Reset Rate for the Notes, and (iii) performing
such other duties as are assigned to the Remarketing Agent in the Transaction
Documents.

         (b) Unless a Special Event Redemption has occurred prior to such date,
on the third Business Day immediately preceding November 16, 2005 (the "INITIAL
REMARKETING DATE"), the Remarketing Agent shall use its reasonable efforts to
remarket ("INITIAL REMARKETING") the



                                       2
<PAGE>

Remarketed Notes, at a price (the "REMARKETING PRICE"), based on the Reset Rate,
equal to approximately 100.25% (or, if the Remarketing Agent is unable to
remarket the Remarketed Notes at such rate, at a rate below 100.25% in the
discretion of the Remarketing Agent, but in no event less than 100%, net of any
Remarketing Fee and any other fees and commissions) of the sum of the Treasury
Portfolio Purchase Price and the Separate Notes Purchase Price.

         (c) In the case of a Failed Initial Remarketing and unless a Special
Event Redemption has occurred prior to such date, on the third Business Day
immediately preceding December 16, 2005 (the "SECOND REMARKETING DATE"), the
Remarketing Agent shall use its reasonable efforts to remarket (the "SECOND
REMARKETING") the Remarketed Notes at the Remarketing Price. In the case of a
Failed Second Remarketing and unless a Special Event Redemption has occurred
prior to such date, on the third Business Day immediately preceding January 16,
2006 (the "THIRD REMARKETING DATE"), the Remarketing Agent shall use its
reasonable efforts to remarket (the "THIRD REMARKETING") the Remarketed Notes at
the Remarketing Price. In the case of a Failed Third Remarketing and unless a
Special Event Redemption has occurred prior to such date, on the third Business
Day immediately preceding the Purchase Contract Settlement Date (the "FINAL
REMARKETING DATE"), the Remarketing Agent shall use its reasonable efforts to
remarket (the "FINAL REMARKETING") the Remarketed Notes at a price (the "FINAL
REMARKETING PRICE"), based on the Reset Rate, equal to approximately 100.25%
(or, if the Remarketing Agent is unable to remarket the Remarketed Notes at such
rate, at a rate below 100.25% in the discretion of the Remarketing Agent, but in
no event less than 100%, net of any Remarketing Fee and any other fees and
commissions) of the aggregate principal amount of the Remarketed Notes being
remarketed in such Final Remarketing. It is understood and agreed that the
Remarketing on any Remarketing Date will be considered successful and no further
attempts will be made if the resulting proceeds are at least 100% (net of any
Remarketing Fee and any other fees and commissions) of the sum of the Treasury
Portfolio Purchase Price and the Separate Notes Purchase Price, in the case of a
Remarketing other than the Final Remarketing, or 100% (net of any Remarketing
Fee and any other fees and commissions) of the aggregate principal amount of the
Remarketed Notes in the case of the Final Remarketing.

         (d) In connection with each Remarketing, the Remarketing Agent shall
determine, in consultation with the Company, the rate per annum, rounded to the
nearest one-thousandth (0.001) of one percent per annum, that the Notes should
bear (the "RESET RATE") in order for the Remarketed Notes to have an aggregate
market value equal to the Remarketing Price or the Final Remarketing Price, as
the case may be, and that in the sole reasonable discretion of the Remarketing
Agent will enable it to remarket all of the Remarketed Notes at the Remarketing
Price or Final Remarketing Price, as the case may be, in such Remarketing,
provided that such rate shall not (i) be less than the Coupon Rate set forth in
the Indenture or (ii) exceed the maximum interest rate permitted by law.

         (e) In the event of a Failed Remarketing, or if no Notes are included
in Corporate Units and none of the holders of the Separate Notes elect to have
Notes remarketed in such Remarketing, the applicable interest rate on the Notes
will not be reset and will continue to be the Coupon Rate set forth in the
Indenture.

         (f) If, by 4:00 p.m., New York City time, on the applicable Remarketing
Date, the Remarketing Agent is unable to remarket all of the Remarketed Notes at
the Remarketing Price



                                       3
<PAGE>


or the Final Remarketing Price, as the case may be, pursuant to the terms and
conditions hereof, a Failed Remarketing shall be deemed to have occurred, and
the Remarketing Agent shall advise by telephone the Depositary, the Purchase
Contract Agent and the Company, and return the Remarketed Notes to the
Collateral Agent or the Custodial Agent, as the case may be. Whether or not
there has been a Failed Remarketing will be determined in the sole reasonable
discretion of the Remarketing Agent.

         (g) In the event of a Successful Remarketing, by approximately 4:30
p.m., New York City time, on the applicable Remarketing Date, the Remarketing
Agent shall advise, by telephone:

                  (1) the Depositary, the Purchase Contract Agent and the
         Company of the Reset Rate determined by the Remarketing Agent in such
         Remarketing and the number of Remarketed Notes sold in such
         Remarketing;

                  (2) each purchaser (or the Depositary Participant thereof) of
         Remarketed Notes of the Reset Rate and the number of Remarketed Notes
         such purchaser is to purchase; and

                  (3) each such purchaser to give instructions to its Depositary
         Participant to pay the purchase price on the third business day
         immediately following the date of such Successful Remarketing in same
         day funds against delivery of the Remarketed Notes purchased through
         the facilities of the Depositary.

         The Remarketing Agent shall also, if required by the Securities Act or
the rules and regulations promulgated thereunder, deliver to each purchaser a
Prospectus in connection with the Remarketing.

         (h) After deducting any fees specified in Section 4 below, the proceeds
from a Successful Remarketing (i) with respect to the Notes that are components
of the Corporate Units, shall be paid to the Collateral Agent in accordance with
Sections 5.07 and 7.06 of the Pledge Agreement, as the case may be, and Section
5.02 of the Purchase Contract Agreement and (ii) with respect to the Separate
Notes, shall be paid to the Custodial Agent for payment to the holders of such
Separate Notes in accordance with Section 5.02 of the Purchase Contract
Agreement and Section 7.06 of the Pledge Agreement.

         (i) The right of each holder of Separate Notes or Corporate Units to
have Remarketed Notes remarketed and sold on any Remarketing Date shall be
subject to the conditions that (i) the Remarketing Agent conducts (A) an Initial
Remarketing, (B) a Second Remarketing in the event of a Failed Initial
Remarketing, (C) a Third Remarketing in the event of a Failed Second Remarketing
and (D) a Final Remarketing in the event of a Failed Third Remarketing, each
pursuant to the terms of this Agreement, (ii) a Special Event Redemption has not
occurred prior to such Remarketing Date, (iii) the Remarketing Agent is able to
find a purchaser or purchasers for Remarketed Notes at the Remarketing Price or
the Final Remarketing Price, as the case may be, based on the Reset Rate, and
(iv) such purchaser or purchasers deliver the purchase price therefor to the
Remarketing Agent as and when required.

         (j) It is understood and agreed that the Remarketing Agent shall not
have any obligation whatsoever to purchase any Remarketed Notes, whether in the
Remarketing or



                                       4
<PAGE>

otherwise, and shall in no way be obligated to provide funds to make payment
upon tender of Remarketed Notes for Remarketing or to otherwise expend or risk
its own funds or incur or to be exposed to financial liability in the
performance of its duties under this Agreement, and without limitation of the
foregoing, the Remarketing Agent shall not be deemed an underwriter of the
Remarketed Notes. Neither the Company nor the Remarketing Agent shall be
obligated in any case to provide funds to make payment upon tender of the
Remarketed Notes for Remarketing.

         Section 3. Representations and Warranties of the Company.

         The Company represents and warrants (i) on and as of the date any
Remarketing Materials are first distributed in connection with the Remarketing
(the "COMMENCEMENT DATE"), (ii) on and as of the applicable Remarketing Date and
(iii) on and as of the settlement date relating to such Remarketing Date, that:

         (a) Each of the representations and warranties of the Company as set
forth in Sections 2(c) through 2(g) and 2(j) through 2(dd) of the Underwriting
Agreement dated as of December 16, 2002 (the "UNDERWRITING AGREEMENT") among the
Company and the Underwriters identified in Schedule I to the related Pricing
Agreement dated as of December 16, 2002 among the Company, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, is
true and correct as if made on each of the dates specified above; provided that
for purposes of this Section 3(a), (A) any reference in such sections of the
Underwriting Agreement to (i) the "Registration Statement", the "Prospectus" or
the "Preliminary Prospectus" shall be deemed to refer to such terms as defined
herein and (ii) the "Time of Delivery" shall be deemed to refer to the
applicable Remarketing Date and (B) the term "Significant Subsidiary" as used in
Section 2(e) of the Underwriting Agreement shall be deemed to include any
subsidiaries of the Company that are, on each of the dates specified above,
"significant subsidiaries" of the Company within the meaning of Regulation S-X.

         (b) The Registration Statement, if any, in the form heretofore
delivered or to be delivered to the Remarketing Agent, has been declared
effective by the Commission in such form; and no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceeding
for that purpose has been initiated or threatened by the Commission.

         (c) The documents incorporated by reference in the Prospectus, when
they were filed with the Commission, conformed in all material respects to the
requirements of the Exchange Act and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; and any further documents so filed and
incorporated by reference in the Prospectus or any further amendment or
supplement thereto, when such documents are filed with the Commission, will
conform in all material respects to the requirements of the Exchange Act and the
rules and regulations of the Commission thereunder, and will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, however,
that this representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity



                                       5
<PAGE>

with information relating to the Remarketing Agent furnished in writing to the
Company by the Remarketing Agent or its counsel expressly for use in the
Prospectus.

         (d) The Registration Statement, if any, conforms (and the Prospectus,
if any, and any further amendments or supplements to the Registration Statement
or the Prospectus, when they become effective or are filed with the Commission,
as the case may be, will conform) in all material respects to the requirements
of the Securities Act and the rules and regulations promulgated thereunder, and
the Registration Statement and the Remarketing Materials (and any amendment or
supplement thereto) as of their respective effective or filing dates and as of
the Commencement Date, applicable Remarketing Date and Purchase Contract
Settlement Date do not and will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; provided that no representation
and warranty is made as to any statement of eligibility on Form T-1 filed or
incorporated by reference as part of the Registration Statement, the Prospectus
or the Remarketing Materials, or as to information relating to the Remarketing
Agent contained in or omitted from the Registration Statement, the Prospectus or
the Remarketing Materials in reliance upon and in conformity with written
information furnished to the Company by the Remarketing Agent.

         (e) This Agreement has been duly authorized, executed and delivered by
the Company.

         Section 4. Fees.

         (a) In the event of a Successful Remarketing of the Remarketed Notes
prior to the Final Remarketing Date, the Remarketing Agent may retain as a
remarketing fee (the "INITIAL REMARKETING FEE") an amount equal to the lesser of
(i) 25 basis points (0.25%) of the sum of the Treasury Portfolio Purchase Price
and the Separate Note Purchase Price and (ii) the amount of the proceeds of such
Remarketing in excess of the sum of the Treasury Portfolio Purchase Price and
the Separate Notes Purchase Price.

         (b) In the event of a Successful Final Remarketing, the Remarketing
Agent may retain as the remarketing fee, an amount equal to the lesser of (i) 25
basis points (0.25%), of the principal amount of the Remarketed Notes and (ii)
the amount of the proceeds of such Remarketing on the Final Remarketing Date in
excess of the aggregate principal amount of such Remarketed Notes (the "FINAL
REMARKETING FEE" and together with the Initial Remarketing Fee, the "REMARKETING
FEE").

         Section 5. Covenants of the Company.

         The Company covenants and agrees as follows:

         (a) If and to the extent the Remarketed Notes are required (in the view
of counsel, which need not be in the form of a written opinion, for either the
Remarketing Agent or the Company) to be registered under the Securities Act as
in effect at the time of the Remarketing,

                  (1) to prepare the Registration Statement and the Prospectus,
         in a form approved by the Remarketing Agent, to file any such
         Prospectus pursuant to the



                                       6
<PAGE>

         Securities Act within the period required by the Securities Act and the
         rules and regulations thereunder and to use commercially reasonable
         efforts to cause the Registration Statement to be declared effective by
         the Commission prior to the second Business Day immediately preceding
         the applicable Remarketing Date;

                  (2) to file promptly with the Commission any amendment to the
         Registration Statement or the Prospectus or any supplement to the
         Prospectus that may, in the reasonable judgment of the Company or the
         Remarketing Agent, be required by the Securities Act or requested by
         the Commission;

                  (3) to advise the Remarketing Agent, promptly after it
         receives notice thereof, of the time when any amendment to the
         Registration Statement has been filed or becomes effective or any
         supplement to the Prospectus or any amended Prospectus has been filed
         and to furnish the Remarketing Agent with copies thereof;

                  (4) to file promptly all reports and any definitive proxy or
         information statements required to be filed by the Company with the
         Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
         Exchange Act subsequent to the date of the Prospectus and for so long
         as the delivery of a Prospectus is required in connection with the
         offering or sale of the Remarketed Notes;

                  (5) to advise the Remarketing Agent, promptly after it
         receives notice thereof, of the issuance by the Commission of any stop
         order or of any order preventing or suspending the use of the
         Prospectus, of the suspension of the qualification of any of the
         Remarketed Notes for offering or sale in any jurisdiction, of the
         initiation or threatening of any proceeding for any such purpose, or of
         any request by the Commission for the amending or supplementing of the
         Registration Statement or the Prospectus or for additional information,
         and, in the event of the issuance of any stop order or of any order
         preventing or suspending the use of any Prospectus or suspending any
         such qualification, to use promptly its best efforts to obtain its
         withdrawal;

                  (6) to furnish promptly to the Remarketing Agent such copies
         of the following documents as the Remarketing Agent shall reasonably
         request: (A) conformed copies of the Registration Statement as
         originally filed with the Commission and each amendment thereto (in
         each case excluding exhibits); (B) the Preliminary Prospectus and any
         amended or supplemented Preliminary Prospectus, (C) the Prospectus and
         any amended or supplemented Prospectus; and (D) any document
         incorporated by reference in the Prospectus (excluding exhibits
         thereto); and, if at any time when delivery of a prospectus is required
         in connection with the Remarketing, any event shall have occurred as a
         result of which the Prospectus as then amended or supplemented would
         include any untrue statement of a material fact or omit to state any
         material fact necessary in order to make the statements therein, in the
         light of the circumstances under which they were made when such
         Prospectus is delivered, not misleading, or if for any other reason it
         shall be necessary during such same period to amend or supplement the
         Prospectus or to file under the Exchange Act any document incorporated
         by reference in the Prospectus in order to comply with the Securities
         Act or the Exchange Act, to notify the Remarketing Agent and, upon its
         request, to file such document and to prepare and furnish without
         charge to the Remarketing Agent and to any dealer in securities as many
         copies as the Remarketing Agent may from time to time reasonably
         request of an amended or



                                       7
<PAGE>

         supplemented Prospectus that will correct such statement or omission or
         effect such compliance;

                  (7) prior to filing with the Commission (A) any amendment to
         the Registration Statement or supplement to the Prospectus or (B) any
         Prospectus pursuant to Rule 424 under the Securities Act, to furnish a
         copy thereof to the Remarketing Agent and counsel to the Remarketing
         Agent; and not to file any such amendment or supplement that shall be
         reasonably disapproved by the Remarketing Agent promptly after
         reasonable notice;

                  (8) as soon as practicable, but in any event not later than
         eighteen months, after the effective date of the Registration
         Statement, to make "generally available to its security holders" an
         "earnings statement" of the Company and its subsidiaries complying with
         (which need not be audited) Section 11(a) of the Securities Act and the
         rules and regulations thereunder (including, at the option of the
         Company, Rule 158). The terms "GENERALLY AVAILABLE TO ITS SECURITY
         HOLDERS" and "EARNINGS STATEMENT" shall have the meanings set forth in
         Rule 158; and

                  (9) to take such action as the Remarketing Agent may
         reasonably request in order to qualify the Remarketed Notes for offer
         and sale under the securities or "blue sky" laws of such jurisdictions
         as the Remarketing Agent may reasonably request; provided that in no
         event shall the Company be required to qualify as a foreign corporation
         or to file a general consent to service of process in any jurisdiction.

         (b) To pay: (1) the costs incident to the preparation and printing of
the Registration Statement, if any, any Prospectus and any other Remarketing
Materials and any amendments or supplements thereto; (2) the costs of
distributing the Registration Statement, if any, any Prospectus and any other
Remarketing Materials and any amendments or supplements thereto; (3) any fees
and expenses of qualifying the Remarketed Notes under the securities laws of the
several jurisdictions as provided in Section 5(a)(9) and of preparing, printing
and distributing a Blue Sky Memorandum, if any (including any related fees and
expenses of counsel to the Remarketing Agent); (4) all other costs and expenses
incident to the performance of the obligations of the Company hereunder and the
Remarketing Agent hereunder; and (5) the reasonable fees and expenses of counsel
to the Remarketing Agent in connection with their duties hereunder.

         (c) To furnish the Remarketing Agent with such information and
documents as the Remarketing Agent may reasonably request in connection with the
transactions contemplated hereby, and to make reasonably available to the
Remarketing Agent and any accountant, attorney or other advisor retained by the
Remarketing Agent such information that parties would customarily require in
connection with a due diligence investigation conducted in accordance with
applicable securities laws and to cause the Company's officers, directors,
employees and accountants to participate in all such discussions and to supply
all such information reasonably requested by any such Person in connection with
such investigation.

         Section 6. Conditions to the Remarketing Agent's Obligations.

         The obligations of the Remarketing Agent hereunder shall be subject to
the following conditions:



                                       8
<PAGE>

         (a) The Prospectus, if any, shall have been timely filed with the
Commission; no stop order suspending the effectiveness of the Registration
Statement, if any, or any part thereof shall have been issued and no proceeding
for that purpose shall have been initiated or threatened by the Commission; and
any request of the Commission for inclusion of additional information in the
Registration Statement or the Prospectus or otherwise shall have been complied
with.

         (b) (1) Trading generally shall not have been suspended or materially
limited on the New York Stock Exchange or the Nasdaq National Market, (2)
trading of any securities of the Company shall not have been materially
suspended or limited on the New York Stock Exchange or any other exchange or
over-the-counter market, (3) a material disruption in securities settlement,
payment or clearance services in the United States shall not have occurred, (4)
a general moratorium on commercial banking activities shall not have been
declared by either Federal or New York State authorities, or (5) there shall not
have occurred a material adverse change in the financial markets, any outbreak
or escalation of hostilities involving the United States or the declaration by
the United States of a national emergency or war or other calamity or crisis, if
the effect of any such event specified in this clause (5) in the judgment of the
Remarketing Agent makes it impracticable or inadvisable to proceed with the
Remarketing or the delivery of the Remarketed Notes on the terms and in the
manner contemplated in the Transaction Documents.

         (c) The representations and warranties of the Company contained herein
shall be true and correct in all material respects on and as of the applicable
Remarketing Date, and the Company, the Purchase Contract Agent and the
Collateral Agent shall have performed in all material respects all covenants and
agreements contained herein or in the Purchase Contract Agreement or Pledge
Agreement to be performed on their part at or prior to such Remarketing Date.

         (d) The Company shall have furnished to the Remarketing Agent a
certificate, dated the applicable Remarketing Date, of the Chief Financial
Officer satisfactory to the Remarketing Agent stating that: (1) no order
suspending the effectiveness of the Registration Statement, if any, or
prohibiting the sale of the Remarketed Notes is in effect, and no proceedings
for such purpose are pending before or, to the knowledge of such officers,
threatened by the Commission; (2) the representations and warranties of the
Company in Section 3 are true and correct on and as of the applicable
Remarketing Date and the Company has performed in all material respects all
covenants and agreements contained herein to be performed on its part at or
prior to such Remarketing Date; and (3) the Registration Statement, as of its
effective date, and the Remarketing Materials, as of their respective dates, did
not contain any untrue statement of a material fact and did not omit to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading and the Prospectus did not contain any untrue
statement of material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

         (e) On the applicable Remarketing Date, the Remarketing Agent shall
have received a letter addressed to the Remarketing Agent and dated such date,
in form and substance satisfactory to the Remarketing Agent, of the independent
accountants of the Company, containing statements and information of the type
ordinarily included in accountants' "comfort



                                       9
<PAGE>

letters" with respect to certain financial information contained in the
Remarketing Materials, if any.

         (f) Each of (1) outside counsel for the Company reasonably acceptable
to the Remarketing Agent, and (2) the General Counsel of the Company, shall have
furnished to the Remarketing Agent its opinion, addressed to the Remarketing
Agent and dated the applicable Remarketing Date, in form and substance
reasonably satisfactory to the Remarketing Agent addressing such matters as are
set forth in such counsel's opinion furnished pursuant to Sections 7(c) and 7(d)
of the Underwriting Agreement, adapted as necessary to relate to the securities
being remarketed hereunder and to the Remarketing Materials, if any, or to any
changed circumstances or events occurring subsequent to the date of this
Agreement, such adaptations being reasonably acceptable to counsel to the
Remarketing Agent.

         (g) Counsel for the Remarketing Agent, shall have furnished to the
Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the
applicable Remarketing Date, in form and substance satisfactory to the
Remarketing Agent.

         (h) Subsequent to the execution and delivery of this Agreement and
prior to the applicable Remarketing Date, there shall not have occurred any
downgrading, nor shall any notice have been given of any intended or potential
downgrading or of any review for a possible change that does not indicate an
improvement, in the rating accorded any of the Company's securities by any
"nationally recognized statistical rating organization," as such term is defined
for purposes of Rule 436(g)(2) under the Securities Act.

         Section 7. Indemnification.

         (a) The Company will indemnify and hold harmless the Remarketing Agent,
its partners, directors and officers, each person, if any, who controls the
Remarketing Agent within the meaning of Section 15 of the Securities Act and
each affiliate of the Remarketing Agent within the meaning of Rule 405 under the
Securities Act as follows:

                  (1) against any and all loss, liability, claim and damage
         (including, without limitation, any legal or other expenses reasonably
         incurred in investigating or defending any such liability or claim)
         whatsoever, as incurred, arising out of any untrue statement or alleged
         untrue statement of a material fact contained in the Registration
         Statement (or any amendment thereto), including the information deemed
         to be part of the Registration Statement pursuant to Rule 430A or Rule
         434 under the Act (the "RULE 430A/434 INFORMATION"), if applicable, or
         the omission or alleged omission therefrom of a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading or arising out of any untrue statement or alleged untrue
         statement of a material fact included in any Preliminary Prospectus or
         the Prospectus (or any amendment or supplement thereto), or the
         omission or alleged omission therefrom of a material fact necessary in
         order to make the statements therein, in the light of the circumstances
         under which they were made, not misleading;

                  (2) against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, to the extent of the aggregate amount
         paid in settlement of any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or



                                       10
<PAGE>

         threatened, or of any claim whatsoever based upon any such untrue
         statement or omission, or any such alleged untrue statement or
         omission; provided that (subject to Section 7(d) below) any such
         settlement is effected with the written consent of the Company; and

                  (3) against any and all expense whatsoever, as incurred
         (including the fees and disbursement of counsel), reasonably incurred
         in investigating, preparing or defending against any litigation, or any
         investigation or proceeding by any governmental agency or body,
         commenced or threatened, or any claim whatsoever based upon any such
         untrue statement or omission, or any such alleged untrue statement or
         omission, to the extent that any such expense is not paid under (1) or
         (2) above;

provided, however, that the indemnity set forth above shall not apply to any
loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with written information furnished to the
Company by the Remarketing Agent expressly for use in the Registration Statement
(or any amendment thereto), including the Rule 430A/434 Information, if
applicable, or any Preliminary Prospectus or the Prospectus (or any amendment or
supplement thereto); and provided, further, that the foregoing indemnity with
respect to any Preliminary Prospectus shall not inure to the benefit of the
Remarketing Agent from whom the person asserting any such losses, claims,
damages, or liabilities purchased Securities, or any person controlling the
Remarketing Agent, if a copy of the Prospectus (as then amended or supplemented
if the Company shall have furnished any amendments or supplements thereto) was
not sent or given by or on behalf of the Remarketing Agent to such person, if
required by law so to have been delivered, at or prior to the written
confirmation of the sale of the Remarketed Notes to such person, and if the
Prospectus (as so amended or supplemented) would have cured the defect giving
rise to such losses, claims, damages or liabilities, unless such failure is the
result of noncompliance by the Company with Section 5(a)(6) hereof.

         (b) The Remarketing Agent will indemnify and hold harmless the Company,
its directors, each of its officers who signed the Registration Statement, and
each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act against any and all
loss, liability, claim, damage and expense described in the indemnity contained
in subsection (a) of this Section, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto), including the Rule 430A/434
Information, if applicable, or any Preliminary Prospectus or the Prospectus (or
any amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Company by the Remarketing Agent expressly
for use in the Registration Statement (or any amendment thereto) or such
Preliminary Prospectus or the Prospectus (or any amendment or supplement
thereto).

         (c) Each indemnified party shall give written notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from
any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which it
may



                                       11
<PAGE>

have otherwise than on account of this indemnity agreement. The indemnifying
party, upon request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and any
others the indemnifying party may designate in such proceeding and shall pay the
fees and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel related to such proceeding
shall be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified party
and the representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. In no
event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 7 or Section
8 hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim.

         (d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 7(a)(2) effected without its
written consent only if (i) such settlement is entered into more that 45 days
after receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.

         Section 8. Contribution.

         (a) If the indemnification provided for in Section 7 hereof is for any
reason unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party, in lieu of such indemnification, shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Remarketing Agent on the other from the offering
of the Remarketed Notes or (ii) if the allocation provided by clause (i) is not
permitted by applicable law, in such proportions as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and the Remarketing Agent on the
other hand in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any relevant
equitable considerations.



                                       12
<PAGE>

         The relative benefits received by the Company on one hand and the
Remarketing Agent on the other hand in connection with the Remarketing shall be
deemed to be in the same proportions as the aggregate principal amount of the
Remarketed Notes less the fee paid to the Remarketing Agent on the one hand and
the fee paid to the Remarketing Agent on the other hand bear to the aggregate
principal amount of the Remarketed Notes.

         The relative fault of the Company on the one hand and the Remarketing
Agent on the other hand shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Remarketing Agent and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.

         The Company and the Remarketing Agent agree that it would not be just
and equitable if contribution pursuant to this Section 8(a) were determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to above in this Section 8(a).
The aggregate amount of losses, liabilities, claims, damages and expenses
incurred by an indemnified party and referred to above in this Section 8(a)
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

         Notwithstanding the provisions of this subsection (a), the Remarketing
Agent shall not be required to contribute any amount in excess of the amount by
which the fees received by it under Section 4 exceeds the amount of any damages
which the Remarketing Agent has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.

         No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

         (b) For purposes of this Section 8, each person, if any, who controls
the Remarketing Agent within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act shall have the same rights to contribution as the
Remarketing Agent; each director of the Company, each officer of the Company who
signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act shall have the same rights to contribution as the Company.

         (c) The indemnity and contribution provisions contained in Section 7
and this Section 8 and the representations, warranties and other statements of
the Company contained in this Agreement shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof)
made by or on behalf of the Remarketing Agent or any person controlling the
Remarketing Agent, or the Company, its officers or director or any controlling
person of the Company, and the completion of the Remarketing.



                                       13
<PAGE>

         Section 9. Resignation and Removal of the Remarketing Agent.

         The Remarketing Agent may resign and be discharged from its duties and
obligations hereunder, and the Company may remove the Remarketing Agent, by
giving 30 days' prior written notice, in the case of a resignation, to the
Company and the Depositary and, in the case of a removal, to the removed
Remarketing Agent and the Depositary; provided, however, that:

         (a) the Remarketing Agent may not resign without reasonable cause; and

         (b) no such resignation nor any such removal shall become effective
until the Company shall have appointed at least one nationally recognized
broker-dealer as successor Remarketing Agent and such successor Remarketing
Agent shall have entered into a remarketing agreement with the Company, in which
it shall have agreed to conduct the Remarketing in accordance with the
Transaction Documents in all material respects.

         In any such case, the Company will use commercially reasonable efforts
to appoint a successor Remarketing Agent and enter into such a remarketing
agreement with such person as soon as reasonably practicable. The provisions of
Section 7 and Section 8 shall survive the resignation or removal of any
Remarketing Agent pursuant to this Agreement.

         Section 10. Dealing in Securities.

         The Remarketing Agent, when acting as a Remarketing Agent or in its
individual or any other capacity, may, to the extent permitted by law, buy,
sell, hold and deal in any of the Remarketed Notes, Corporate Units, Treasury
Units or any of the securities of the Company (together, the "SECURITIES"). The
Remarketing Agent may exercise any vote or join in any action which any
beneficial owner of such Securities may be entitled to exercise or take pursuant
to the Indenture with like effect as if it did not act in any capacity
hereunder. The Remarketing Agent, in its individual capacity, either as
principal or agent, may also engage in or have an interest in any financial or
other transaction with the Company as freely as if it did not act in any
capacity hereunder.

         Section 11. Remarketing Agent's Performance; Duty of Care.

         The duties and obligations of the Remarketing Agent shall be determined
solely by the express provisions of this Agreement and the Transaction
Documents. No implied covenants or obligations of or against the Remarketing
Agent shall be read into this Agreement or any of the Transaction Documents. In
the absence of bad faith on the part of the Remarketing Agent, the Remarketing
Agent may conclusively rely upon any document furnished to it, as to the truth
of the statements expressed in any of such documents. The Remarketing Agent
shall be protected in acting upon any document or communication reasonably
believed by it to have been signed, presented or made by the proper party or
parties except as otherwise set forth herein. The Remarketing Agent, acting
under this Agreement, shall incur no liability to the Company or to any holder
of Remarketed Notes in its individual capacity or as Remarketing Agent for any
action or failure to act, on its part in connection with a Remarketing or
otherwise, except if such liability is judicially determined to have resulted
from its failure to comply with the material terms of this Agreement or bad
faith, gross negligence or willful misconduct on its part. The provisions of
this Section 11 shall survive the termination of this Agreement and shall
survive the resignation or removal of any Remarketing Agent pursuant to this
Agreement.



                                       14
<PAGE>

         Section 12. Termination.

         This Agreement shall automatically terminate (i) as to the Remarketing
Agent on the effective date of the resignation or removal of the Remarketing
Agent pursuant to Section 9 and (ii) on the earlier of (x) any Special Event
Redemption Date and (y) the Purchase Contract Settlement Date. If this Agreement
is terminated pursuant to any of the other provisions hereof, except as
otherwise provided herein, the Company shall not be under any liability to the
Remarketing Agent and the Remarketing Agent shall not be under any liability to
the Company, except that if this Agreement is terminated by the Remarketing
Agent because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement, the
Company will reimburse the Remarketing Agent for all of its out-of-pocket
expenses (including the fees and disbursements of its counsel) reasonably
incurred by it. Sections 7, 8 and 11 hereof shall survive the termination of
this Agreement or the resignation or removal of the Remarketing Agent.

         Section 13. Notices.

         All statements, requests, notices and agreements hereunder shall be in
writing, and:

         (a) if to the Remarketing Agent, shall be delivered or sent by mail,
telex or facsimile transmission to Morgan Stanley & Co. Incorporated, 1585
Broadway, New York, New York, 10036, Attention: Kevin Woodruff (Fax:
212-761-0538);

         (b) if to the Company, shall be delivered or sent by mail, telex or
facsimile transmission to The Phoenix Companies, Inc., One American Row,
Hartford, Connecticut 06102, Attention: General Counsel (Fax: 860-403-7203); and

         (c) if to the Purchase Contract Agent, shall be delivered or sent by
mail, telex or facsimile transmission to SunTrust Bank, 25 Park Place, 24th
Floor, Atlanta, Georgia 30303 Attention: Corporate Trust Division (Fax:
404-588-7335).

         Any such statements, requests, notices or agreements shall take effect
at the time of receipt thereof.

         Section 14. Persons Entitled to Benefit of Agreement.

         This Agreement shall inure to the benefit of and be binding upon each
party hereto and its respective successors. This Agreement and the terms and
provisions hereof are for the sole benefit of only those persons, except that
(x) the representations, warranties, indemnities and agreements of the Company
contained in this Agreement shall also be deemed to be for the benefit of the
Remarketing Agent and the person or persons, if any, who control the Remarketing
Agent within the meaning of Section 15 of the Securities Act and (y) the
indemnity agreement of the Remarketing Agent contained in Section 7(b) of this
Agreement shall be deemed to be for the benefit of the Company's directors and
officers who sign the Registration Statement, if any, and any person controlling
the Company within the meaning of Section 15 of the Securities Act. Nothing
contained in this Agreement is intended or shall be construed to give any
person, other than the persons referred to herein, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any provision contained
herein.



                                       15
<PAGE>

         Section 15. Survival.

         The respective indemnities, representations, warranties and agreements
of the Company and the Remarketing Agent contained in this Agreement or made by
or on behalf of them, respectively, pursuant to this Agreement, shall survive
any Remarketing and shall remain in full force and effect, regardless of any
investigation made by or on behalf of any of them or any person controlling any
of them.

         Section 16. Governing Law.

         This Agreement shall be governed by, and construed in accordance with,
the laws of New York, without regard to conflicts of laws principles.

         Section 17. Judicial Proceedings.

         (a) Each party hereto expressly accepts and irrevocably submits to the
non-exclusive jurisdiction of the United States Federal or New York State court
sitting in the Borough of Manhattan, The City of New York, New York, over any
suit, action or proceeding arising out of or relating to this Agreement or the
Remarketed Notes. To the fullest extent it may effectively do so under
applicable law, each party hereto irrevocably waives and agrees not to assert,
by way of motion, as a defense or otherwise, any claim that it is not subject to
the jurisdiction of any such court, any objection that it may now or hereafter
have to the laying of the venue of any such suit, action or proceeding brought
in any such court and any claim that any such suit, action or proceeding brought
in any such court has been brought in an inconvenient forum.

         (b) Each party hereto agrees, to the fullest extent that it may
effectively do so under applicable law, that a judgment in any suit, action or
proceeding of the nature referred to in Section 17(a) brought in any such court
shall be conclusive and binding upon such party, subject to rights of appeal and
may be enforced in the courts of the United States of America or the State of
New York (or any other court the jurisdiction to which the Company is or may be
subject) by a suit upon such judgment.

         Section 18. Counterparts.

         This Agreement may be executed in one or more counterparts and, if
executed in more than one counterpart, the executed counterparts shall each be
deemed to be an original but all such counterparts shall together constitute one
and the same instrument.

         Section 19. Headings.

         The headings herein are inserted for convenience of reference only and
are not intended to be part of, or to affect the meaning or interpretation of,
this Agreement.

         Section 20. Severability.

         If any provision of this Agreement shall be held or deemed to be or
shall, in fact, be invalid, inoperative or unenforceable as applied in any
particular case in any or all jurisdictions because it conflicts with any
provisions of any constitution, statute, rule or public policy or for any other
reason, then, to the extent permitted by law, such circumstances shall not have
the effect of rendering the provision in question invalid, inoperative or
unenforceable in any other



                                       16
<PAGE>

case, circumstance or jurisdiction, or of rendering any other provision or
provisions of this Agreement invalid, inoperative or unenforceable to any extent
whatsoever.

         Section 21. Amendments.

         This Agreement may be amended by an instrument in writing signed by the
parties hereto. Each of the Company and the Purchase Contract Agent agrees that
it will not enter into, cause or permit any amendment or modification of the
Transaction Documents or any other instruments or agreements relating to the
Notes or the Corporate Units that would in any way adversely affect the rights,
duties and obligations of the Remarketing Agent, without the prior written
consent of the Remarketing Agent.

         Section 22. Successors and Assigns.

         The rights and obligations of the Company hereunder may not be assigned
or delegated to any other Person without the prior written consent of the
Remarketing Agent. The rights and obligations of the Remarketing Agent hereunder
may not be assigned or delegated to any other Person (other than an affiliate of
the Remarketing Agent) without the prior written consent of the Company.

         If the foregoing correctly sets forth the agreement by and between the
Company, the Remarketing Agent and the Purchase Contract Agent, please indicate
your acceptance in the space provided for that purpose below.



                       [SIGNATURES ON THE FOLLOWING PAGE]



                                       17

<PAGE>





                                        Very truly yours,


                                        THE PHOENIX COMPANIES, INC.



                                        By: /s/ Naomi Baline Kleinman
                                            ------------------------------------
                                            Name:  Naomi Baline Kleinman
                                            Title: Vice President







CONFIRMED AND ACCEPTED:



MORGAN STANLEY & CO. INCORPORATED,
as Remarketing Agent





By: /s/ Kevin Woodruff
    --------------------------------
    Name:  Kevin Woodruff
    Title: Executive Director



SUNTRUST BANK,

not individually, but solely as
Purchase Contract Agent and as
attorney-in-fact for the Holders
of the Purchase Contracts





By:  /s/ Leigh S. Mullis
    ---------------------------------
    Name:  Leigh S. Mullis
    Title: Vice President