<PAGE>
                                                                    Exhibit 4.2




                          THE PHOENIX COMPANIES, INC.

                                      AND

                                 SUNTRUST BANK,

                                   AS TRUSTEE


                            -----------------------

                          SUPPLEMENTAL INDENTURE NO. 1

                         DATED AS OF DECEMBER 20, 2002

                            ------------------------




<PAGE>
         THIS SUPPLEMENTAL INDENTURE No. 1 (this "SUPPLEMENTAL INDENTURE NO.
1"), dated as of December 20, 2002, is between THE PHOENIX COMPANIES, INC., a
Delaware corporation (the "COMPANY"), and SUNTRUST BANK, a Georgia banking
corporation, as Trustee (the "TRUSTEE").

                                   RECITALS

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee a Subordinated Indenture dated as of December __, 2002 (the "BASE
INDENTURE" and together with this Supplemental Indenture No. 1, the
"INDENTURE"), providing for the issuance from time to time of series of the
Company's Securities (as defined in the Base Indenture);

            WHEREAS, Section 901(4) of the Base Indenture provides for the
Company and the Trustee to enter into an indenture supplemental to the Base
Indenture to establish the form or terms of Securities of any series as
permitted by Sections 201 or 301 of the Base Indenture;

            WHEREAS, pursuant to Section 301 of the Base Indenture, the Company
wishes to provide for the issuance of a new series of Securities to be known as
its [__]% Notes due 2008 (the "NOTES"), the form and terms of such Notes and
the terms, provisions and conditions thereof to be set forth as provided in
this Supplemental Indenture No. 1;

         WHEREAS, the Company has requested that the Trustee execute and
deliver this Supplemental Indenture No. 1 and all requirements necessary to
make this Supplemental Indenture No. 1 a valid, binding and enforceable
instrument in accordance with its terms, and to make the Notes, when executed
by the Company and authenticated and delivered by the Trustee, the valid,
binding and enforceable obligations of the Company, have been done and
performed, and the execution and delivery of this Supplemental Indenture No. 1
has been duly authorized in all respects.

            NOW, THEREFORE, in consideration of the covenants and agreements
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:

                                   ARTICLE 1
                                  DEFINITIONS

         Section 1.01      Relation to Base Indenture. This Supplemental
Indenture No. 1 constitutes an integral part of the Base Indenture.


                                       1
<PAGE>
         Section 1.02.     Definition Of Terms. For all purposes of this
Supplemental Indenture No. 1:

                  (a)      Capitalized terms used herein without definition
         shall have the meanings specified in the Base Indenture, or, if not
         defined in the Base Indenture, in the Purchase Contract Agreement, the
         Pledge Agreement or the Remarketing Agreement;

                  (b)      a term defined anywhere in this Supplemental
         Indenture No. 1 has the same meaning throughout;

                  (c)      the singular includes the plural and vice versa;

                  (d)      headings are for convenience of reference only and
         do not affect interpretation;

                  (e)      the following terms have the meanings given to them
         in this Section 1.02(e):

         "ACCOUNTING EVENT" means the receipt at any time prior to the earlier
of the date of any Successful Remarketing and the Purchase Contract Settlement
Date by the audit committee of the Board of Directors of a written report in
accordance with Statement on Auditing Standards ("SAS") No. 97, "Amendment to
SAS No. 50 - Reports on the Application of Accounting Principles", from the
Company's independent auditors, provided at the request of the management of
the Company, to the effect that, as a result of a change in accounting rules
after the date hereof, the Company must either (i) account for the Purchase
Contract as a derivative under SFAS 133 or (ii) account for the Units using the
if-converted method under SFAS 128, and that such accounting treatment will
cease to apply upon redemption of the Notes.

         "APPLICABLE PRINCIPAL AMOUNT" means the aggregate principal amount of
the Notes that are components of Corporate Units on the Special Event
Redemption Date.

         "BENEFICIAL OWNER" shall have the meaning specified in the Purchase
Contract Agreement.

         "BUSINESS DAY" shall have the meaning specified in the Purchase
Contract Agreement.

         "COMPOUNDED INTEREST" shall have the meaning set forth in Section
2.06(a).


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<PAGE>
         "CORPORATE UNITS" shall have the meaning specified in the Purchase
Contract Agreement.

         "COUPON RATE" shall have the meaning set forth in Section 2.05(a).

         "DEFERRED INTEREST" shall have the meaning set forth in Section
2.06(a).

         "DEPOSITARY" means a clearing agency registered under Section 17A of
the Securities Exchange Act of 1934, as amended, that is designated to act as
Depositary for the Corporate Units pursuant to the Purchase Contract Agreement.

         "DEPOSITARY PARTICIPANT" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time the Depositary effects
book entry transfers and pledges of securities deposited with the Depositary.

         "EXTENSION PERIOD" shall have the meaning set forth in Section
2.06(a).

         "FINAL REMARKETING PRICE" shall have the meaning set forth in Section
8.02(b).

         "GLOBAL NOTES" shall have the meaning set forth in Section 2.04.

         "INTEREST PAYMENT DATE" shall have the meaning set forth in Section
2.05(b).

         "MATURITY DATE" shall have the meaning specified in Section 2.02.

         "PLEDGE AGREEMENT" means the Pledge Agreement, dated as of December
20, 2002 among the Company, SunTrust Bank, as Collateral Agent, Custodial Agent
and Securities Intermediary, and SunTrust Bank, as Purchase Contract Agent and
attorney-in-fact for the Holders of the Purchase Contracts, as amended from
time to time.

         "PURCHASE CONTRACT AGREEMENT" means 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.

         "PURCHASE CONTRACT SETTLEMENT DATE" means February 16, 2006.

         "PUT PRICE" shall have the meaning set forth in Section 8.05.

         "PUT RIGHT" shall have the meaning set forth in Section 8.05.

         "QUOTATION AGENT" means any primary U.S. government securities dealer
selected by the Company.


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<PAGE>
         "RECORD DATE" means, with respect to any Interest Payment Date for the
Notes, the first Business Day of the calendar month in which such Interest
Payment Date falls; provided that the Company may, at its option, select any
other day as the Record Date for any Interest Payment Date so long as such
Record Date selected is more than one Business Day but less than sixty Business
Days prior to such Interest Payment Date.

         "REDEMPTION AMOUNT" shall mean, for each Note, an amount equal to the
product of the principal amount of that Note and a fraction, the numerator of
which is the Treasury Portfolio Purchase Price and the denominator of which is
the Applicable Principal Amount.

         "REDEMPTION PRICE" shall mean, for each Note, the Redemption Amount
plus any accrued and unpaid interest, including Deferred Interest, on such Note
to but excluding the Special Event Redemption Date.

         "REMARKETED NOTES" shall have the meaning specified in the Remarketing
Agreement.

          "REMARKETING AGENT" means Morgan Stanley & Co. Incorporated, or any
successor thereto or replacement Remarketing Agent appointed by the Company
pursuant to the Remarketing Agreement.

         "REMARKETING AGREEMENT" means the Remarketing Agreement, dated as of
December 20, 2002, among the Company, Morgan Stanley & Co. Incorporated, as
Remarketing Agent and SunTrust Bank, as Purchase Contract Agent, as amended
from time to time.

         "REMARKETING FEE" shall have the meaning specified in the Remarketing
Agreement.

         "REMARKETING PRICE" shall have the meaning set forth in Section
8.02(a).

          "RESET EFFECTIVE DATE" means the date three Business Days following
the date of a Successful Remarketing pursuant to which the Coupon Rate is reset
to a Reset Rate.

         "RESET RATE" means the interest rate per annum on the Notes determined
by the Remarketing Agent (i) in the case of a Successful Remarketing prior to
the Final Remarketing Date, as the rate necessary to remarket the Remarketed
Notes at a price per Remarketed Note such that the aggregate price for the
Remarketed Notes is equal to approximately 100.25% (but not less than 100%, net
of any Remarketing Fee and any other fees and expenses) of the sum of the
Treasury Portfolio Purchase Price and Separate Notes Purchase Price, and (ii)
in the case of


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a Successful Remarketing on the Final Remarketing Date, as the rate necessary
to remarket the Remarketed Notes at a price per Remarketed Note such that the
aggregate price for the Remarketed Notes is equal to approximately 100.25% (but
not less than 100%, net of any Remarketing Fee and any other fees and expenses)
of the aggregate principal amount of the Remarketed Notes; provided that if
there are no Corporate Units outstanding and none of the Holders elect to have
Separate Notes held by them remarketed, or in the case of a Failed Remarketing,
the interest rate payable on the Notes will not be reset and the interest rate
payable on the Notes shall continue to be the Coupon Rate; provided further
that in no event shall the Reset Rate (i) be less than the Coupon Rate or (ii)
exceed the maximum rate, if any, permitted by applicable law.

         "SEPARATE NOTES" means Notes that are no longer a component of
Corporate Units.

         "SPECIAL EVENT" shall mean either a Tax Event or an Accounting Event.

         "SPECIAL EVENT REDEMPTION" means the redemption of the Notes pursuant
to the terms hereof following the occurrence of a Special Event.

         "SPECIAL EVENT REDEMPTION DATE" shall have the meaning set forth in
Section 3.01.

         "TAX EVENT" means the receipt by the Company of an opinion of counsel,
rendered by a law firm having a recognized national tax practice, at any time
prior to the earlier of (x) the date of any Successful Remarketing and (y) the
Purchase Contract Settlement Date, to the effect that, as a result of any
amendment to, change in or announced proposed change in the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein, or as a result of any official
administrative decision, pronouncement, judicial decision or action
interpreting or applying such laws or regulations, which amendment or change is
effective or which proposed change, pronouncement, action or decision is
announced on or after the date hereof, there is more than an insubstantial
increase in the risk that interest payable by the Company on the Notes is not,
or within 90 days of the date of such opinion, will not be, deductible by the
Company, in whole or in part, for United States federal income tax purposes.

         "TREASURY PORTFOLIO" means a portfolio of (1) U.S. treasury securities
(or principal or interest strips thereof) that mature on or prior to February
15, 2006 in an aggregate amount at maturity equal to the Applicable Principal
Amount, and (2) (x) in the case of a Successful Remarketing prior to the Final
Remarketing Date, for the scheduled Interest Payment Date on the Purchase
Contract Settlement Date, U.S. treasury securities (or principal or interest
strips thereof)


                                       5
<PAGE>
that mature on or prior to February 15, 2006 in an aggregate amount equal to
the aggregate interest payment (assuming no reset of the interest rate) that
would have been due on the Purchase Contract Settlement Date on the Applicable
Principal Amount, and (y) in the case of a Special Event Redemption, for each
scheduled Interest Payment Date that occurs after the Special Event Redemption
Date to and including the Purchase Contract Settlement Date, U.S. treasury
securities (or principal or interest strips thereof) that mature on or prior to
the business day immediately preceding such scheduled Interest Payment Date in
an aggregate amount at maturity equal to the aggregate interest payment
(assuming no reset of the interest rate) that would have been due on such
scheduled Interest Payment Date on the Applicable Principal Amount.

         "TREASURY PORTFOLIO PURCHASE PRICE" means the lowest aggregate
ask-side price quoted by a Primary Treasury Dealer to the Quotation Agent
between 9:00 a.m. and 11:00 a.m. (New York City time) (i) in the case of a
Special Event Redemption, on the third Business Day immediately preceding the
Special Event Redemption Date for the purchase of the applicable Treasury
Portfolio for settlement on the Special Event Redemption Date, and (ii) in the
case of any Successful Remarketing prior to the Final Remarketing Date, on the
date of such Successful Remarketing for the purchase of the applicable Treasury
Portfolio for settlement on the third Business Day immediately following the
date of such Successful Remarketing.

         The terms "COMPANY," "TRUSTEE," "INDENTURE," "BASE INDENTURE" and
"NOTES" shall have the respective meanings set forth in the recitals to this
Supplemental Indenture No. 1 and the paragraph preceding such recitals.

                                   ARTICLE 2
                   GENERAL TERMS AND CONDITIONS OF THE NOTES

         Section 2.01.     Designation and Principal Amount. There is hereby
authorized a series of Securities designated as [__]% Notes due February 16,
2008 limited in aggregate principal amount to $130,000,000 (or up to
$149,500,000 to the extent that the Underwriters' over-allotment option is
exercised). The Notes may be issued from time to time upon written order of the
Company for the authentication and delivery of Notes pursuant to Section 303 of
the Base Indenture.

         Section 2.02.     Maturity. Unless a Special Event Redemption occurs
prior to the Maturity Date (defined below), the date upon which the Notes shall
become due and payable at final maturity, together with any accrued and unpaid
interest, is February 16, 2008 (the "MATURITY DATE").


                                       6
<PAGE>
         Section 2.03.     Form, Payment and Appointment. Except as provided in
Section 2.04, the Notes shall be issued in fully registered, certificated form,
bearing identical terms. Principal of and interest on the Notes will be
payable, the transfer of such Notes will be registrable, and such Notes will be
exchangeable for Notes of a like aggregate principal amount bearing identical
terms and provisions, at the office or agency of the Company maintained for
such purpose in the Borough of Manhattan, The City of New York, which shall
initially be the Corporate Trust Office of the Trustee; provided, however, that
payment of interest may be made at the option of the Company by check mailed to
the Holder at such address as shall appear in the Security Register or by wire
transfer to an account appropriately designated by the Holder entitled to
payment.

         No service charge shall be made for any registration of transfer or
exchange of the Notes, but the Company may require payment from the Holder of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.

         The Security Registrar and Paying Agent for the Notes shall initially
be the Trustee.

         The Notes shall be issuable in denominations of $25 and integral
multiples of $25 in excess thereof.

         Section 2.04.     Global Notes. Notes that are no longer a component
of the Corporate Units (as defined in the Purchase Contract Agreement) and are
released from the Collateral Account (as defined in the Pledge Agreement) will
be issued in permanent global form (a "GLOBAL NOTE"), and if issued as one or
more Global Notes, the Depositary shall be The Depository Trust Company or such
other depositary as any officer of the Company may from time to time designate.
Unless and until such Global Note is exchanged for Notes in certificated form,
Global Notes may be transferred, in whole but not in part, and any payments on
the Notes shall be made, only to the Depositary or a nominee of the Depositary,
or to a successor Depositary selected or approved by the Company or to a
nominee of such successor Depositary.

         Section 2.05.     Interest. (a) The Notes will bear interest initially
at the rate of [__]% per year (the "COUPON RATE") from the original date of
issuance through and including the earlier of (i) the Maturity Date and (ii)
the day immediately preceding any Reset Effective Date. In the event of a
Successful Remarketing of the Notes, the Coupon Rate may be reset by the
Remarketing Agent at the appropriate Reset Rate with effect from the related
Reset Effective Date, as set forth in Section 8.03. If the Coupon Rate is so
reset, the Notes will bear interest at the Reset Rate from the related Reset
Effective Date until the principal thereof and interest thereon is paid or duly
made available for payment


                                       7
<PAGE>
and shall bear interest, to the extent permitted by law, compounded quarterly,
on any overdue principal and payment of interest at the Coupon Rate through and
including the day immediately preceding the Reset Effective Date and at the
Reset Rate thereafter.

         (b)      Subject to Section 2.06, interest on the Notes shall be
payable quarterly in arrears on February 16, May 16, August 16 and November 16
of each year (each, an "INTEREST PAYMENT DATE"), commencing February 16, 2003,
to the Person in whose name such Note, or any predecessor Note, is registered
at the close of business on the Record Date for such Interest Payment Date.
Interest on the Notes shall accrue from December 20, 2002.

         (c)      The amount of interest payable for any full quarterly period
will be computed on the basis of a 360-day year consisting of twelve 30-day
months. The amount of interest payable for any period shorter than a full
quarterly period for which interest is computed will be computed on the basis
of a 30-day month and, for any period less than a month, on the basis of the
actual number of days elapsed per 30-day month. In the event that any scheduled
Interest Payment Date falls on a day that is not a Business Day, then payment
of interest payable on such Interest Payment Date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next calendar year, then such payment will be made on the preceding
Business Day.

         Section 2.06.     Extension Of Interest Payment Period.

         (a)      The Company shall have the right at any time and from time to
time, so long as no Event of Default with respect to the Notes has occurred and
is continuing, to defer payments of interest by extending the interest payment
period of the Notes for a period not extending beyond November 16, 2005 (an
"EXTENSION PERIOD"), during which Extension Period no interest shall be due and
payable. To the extent permitted by applicable law, interest, the payment of
which has been deferred because of the extension of the interest payment period
pursuant to this Section 2.06, will accrue additional interest at the rate of
[___]% per annum to but excluding the date of payment, compounded quarterly for
each quarter of such Extension Period ("COMPOUNDED INTEREST"). At the end of
such Extension Period, which must be an Interest Payment Date, the Company
shall pay all interest accrued and unpaid on the Notes and Compounded Interest
(together, "DEFERRED INTEREST") that shall be payable to the Person in whose
name such Note, or any predecessor Note, is registered at the close of business
on the Record Date for such Interest Payment Date. Prior to the expiration of
any Extension Period, the Company may further extend such period, provided that
such period together with all such previous and further extensions thereof
shall not extend beyond November 16, 2005. Upon termination of any Extension


                                       8
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Period and the payment of all Deferred Interest then due, the Company may
commence a new Extension Period, provided that such Extension Period, together
with all extensions thereof, may not extend beyond November 16, 2005. No
interest shall be due and payable during an Extension Period except at the end
thereof, except that prior to the end of such Extension Period, the Company, at
its option, may prepay on any Interest Payment Date all or any portion of the
interest accrued during the then elapsed portion of such Extension Period.

         (b)      The Company shall give written notice to the Trustee (and the
Trustee shall give notice thereof to Holders of Notes) of its election of any
Extension Period (or any further extension thereof) at least five Business Days
before the earlier of (i) the Interest Payment Date on which interest would
have been payable except for the election to begin or extend the Extension
Period, (ii) the Record Date for such Interest Payment Date, or (ii) the date
the Trustee is required to give notice to any securities exchange or to Holders
of Notes of such Record Date or such Interest Payment Date.

         (c)      In addition to the covenants contained in Article Ten of the
Base Indenture, the Company covenants and agrees for the benefit of the holders
of the Notes that, during the continuance of any Extension Period, the Company
shall not:

                  (i)      declare or pay dividends on, make other
         distributions with respect to, or redeem, purchase or acquire, or make
         a liquidation payment with respect to, any shares of the Company's
         capital stock;

                  (ii)     permit any Subsidiary of the Company to declare or
         pay dividends on, make other distributions with respect to, or redeem,
         purchase or acquire, or make a liquidation payment with respect to,
         any shares of the Company's or such Subsidiary's capital stock;
         provided that the foregoing will not restrict any Subsidiary of the
         Company from declaring or paying such dividends, or making such
         distributions, to the Company or any other Subsidiary of the Company;

                  (iii)    make any payment of principal, interest or premium,
         if any, or repay, repurchase or redeem any security that ranks pari
         passu with the Notes; or

                  (iv)     make any payment of principal, interest or premium,
         if any, or repay, repurchase or redeem any debt securities that rank
         subordinate in right of payment to the Notes or make any guarantee
         payments with respect to any guarantee by the Company of the
         Indebtedness of any Subsidiary of the Company if such guarantee ranks
         subordinate in right of payment to the Notes.


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<PAGE>
         Section 2.07.     Subordination.

         (a)      The provisions of Article Twelve of the Base Indenture shall
initially apply to the Notes.

         (b)      Notwithstanding Section 2.07(a), from and after November 16,
2005, unless an Event of Default set forth in Sections 501(4) or (5) of the
Base Indenture shall have occurred, (i) the provisions of Article Twelve of the
Base Indenture shall no longer apply to the Notes, (ii) the Notes will rank
equally in right of payment to all of the then-existing and future
unsubordinated Indebtedness of the Company and (iii) the Notes shall be
considered Senior Indebtedness pursuant to the definition thereof in the Base
Indenture and for the purposes of the application of Article Twelve of the Base
Indenture to any Securities, other than the Notes, issued pursuant to the Base
Indenture.

         Section 2.08.     No Defeasance. The provisions of Article 13 of the
Base Indenture shall not apply to the Notes.

         Section 2.09.     No Sinking Fund. The Notes are not entitled to the
benefit of any sinking fund.

                                   ARTICLE 3
                            REDEMPTION OF THE NOTES

         Section 3.01.     Special Event Redemption. If a Special Event shall
occur and be continuing, the Company may, at its option, redeem the Notes in
whole, but not in part, on any Interest Payment Date prior to the earlier of
the date of a Successful Remarketing or the Purchase Contract Settlement Date,
at a price per Note equal to the Redemption Price, payable on the date of
redemption (the "SPECIAL EVENT REDEMPTION DATE") to the Holders of the Notes
registered at the close of business on the Record Date for such Interest
Payment Date. If the Company so elects to redeem the Notes, the Company shall
appoint the Quotation Agent to assist the Collateral Agent in purchasing the
applicable Treasury Portfolio, in consultation with the Company. Notice of any
Special Event Redemption will be mailed by the Company (with a copy to the
Trustee) at least 30 days but not more than 60 days before the Special Event
Redemption Date to each registered Holder of the Notes at its registered
address. In addition, the Company shall notify the Collateral Agent in writing
that a Special Event has occurred and that the Company intends to redeem the
Notes on the Special Event Redemption Date. Unless the Company defaults in the
payment of the Redemption Price, on and after the Special Event Redemption
Date, (a) interest shall cease to accrue on the Notes, (b) the Notes shall
become due and payable at


                                      10
<PAGE>
the Redemption Price, and (c) the Notes shall be void and all rights of the
Holders in respect of the Notes shall terminate and lapse (other than the right
to receive the Redemption Price upon surrender of such Notes but without
interest on such Redemption Price). Following the notice of a Special Event
Redemption, neither the Company nor the Trustee shall be required to register
the transfer of or exchange the Notes to be redeemed.

         Except as set forth in this Section 3.01, the Notes shall not be
redeemable prior to the Maturity Date. The provisions of this Article 3 shall
supersede any conflicting provisions contained in Article Eleven of the Base
Indenture.

         Section 3.02.     Redemption Procedures. On or prior to the Special
Event Redemption Date, the Company shall deposit with the Trustee immediately
available funds in an amount sufficient to pay, on the Special Event Redemption
Date, the aggregate Redemption Price for all outstanding Notes. In exchange for
any Notes surrendered for redemption on or after the Special Event Redemption
Date, the Trustee shall pay an amount equal to the Redemption Price (a) to the
Collateral Agent, in the case of Notes that are included in Corporate Units,
which amount shall be applied by the Collateral Agent in accordance with the
terms of the Pledge Agreement, and (b) to the holders of the Separate Notes, in
the case of Separate Notes.

                                   ARTICLE 4
                                  FORM OF NOTE

         Section 4.01.     Form Of Note. The Notes and the Trustee's
Certificate of Authentication to be endorsed thereon are to be substantially in
the forms attached as Exhibit A hereto, with such changes therein as the
officers of the Company executing the Notes (by manual or facsimile signature)
may approve, such approval to be conclusively evidenced by their execution
thereof.

                                   ARTICLE 5
                            ORIGINAL ISSUE OF NOTES

         Section 5.01.     Original Issue Of Notes. Notes in the aggregate
principal amount of $130,000,000 (or up to $149,500,000 to the extent that the
Underwriters' over-allotment option is exercised) may from time to time, upon
execution of this Supplemental Indenture No. 1, be executed by the Company and
delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Notes to or upon the written order of the Company


                                      11
<PAGE>
pursuant to Section 303 of the Base Indenture without any further action by the
Company (other than as required by the Base Indenture).

                                   ARTICLE 6
                            ORIGINAL ISSUE DISCOUNT

         Section 6.01.     Original Issue Discount. The Company shall file with
the Trustee promptly at the end of each calendar year (i) a written notice
specifying the amount of original issue discount (including daily rates and
accrual periods) accrued on Notes that are Outstanding as of the end of the
year and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time.

                                   ARTICLE 7
                                 MISCELLANEOUS

         Section 7.01.     Ratification Of Indenture. The Indenture, as
supplemented by this Supplemental Indenture No. 1, is in all respects ratified
and confirmed, and this Supplemental Indenture No. 1 shall be deemed part of
the Indenture in the manner and to the extent herein and therein provided.

         Section 7.02.     Trustee Not Responsible For Recitals. The recitals
herein contained are made by the Company and not by the Trustee, and the
Trustee assumes no responsibility for the correctness thereof. The Trustee
makes no representation as to the validity or sufficiency of this Supplemental
Indenture No. 1.

         Section 7.03.     New York Law To Govern. THIS SUPPLEMENTAL INDENTURE
NO. 1 AND EACH NOTE SHALL BE DEEMED TO BE CONTRACTS MADE UNDER THE LAWS OF THE
STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
THEREOF.

         Section 7.04.     Separability. In case any one or more of the
provisions contained in this Supplemental Indenture or in the Notes shall for
any reason be held to be invalid, illegal or unenforceable in any respect,
then, to the extent permitted by law, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Supplemental
Indenture No. 1 or of the Notes, but this Supplemental Indenture No. 1 and the
Notes shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.


                                      12
<PAGE>
         Section 7.05.     Counterparts. This Supplemental Indenture may be
executed in any number of counterparts each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.

                                   ARTICLE 8
                                  REMARKETING

         Section 8.01.     Remarketing Procedures. (a) Unless a Special Event
Redemption or a Successful Remarketing has occurred prior to the applicable
Remarketing Date, the Company shall engage the Remarketing Agent pursuant to
the Remarketing Agreement for the Remarketing of the Notes. The Company will
request, not later than seven nor more than 15 calendar days prior to the
applicable Remarketing Date, that the Depositary or its nominee notify the
Beneficial Owners or Depositary Participants holding Separate Notes, Corporate
Units and Treasury Units of the procedures to be followed in the applicable
Remarketing.

         (b)      Each Holder of Separate Notes may elect to have Separate
Notes held by such Holder remarketed in any Remarketing. A Holder making such
an election must, pursuant to the Pledge Agreement, notify the Custodial Agent
and deliver such Separate Notes to the Custodial Agent prior to 5:00 P.M. (New
York City time) on or prior to the fifth Business Day immediately preceding the
applicable Remarketing Date (but no earlier than the Interest Payment Date
immediately preceding the applicable Remarketing Date). Any such notice and
delivery may not be conditioned upon the level at which the Reset Rate is
established in the Remarketing. Any such notice and delivery may be withdrawn
prior to 5:00 P.M. (New York City time) on the fifth Business Day immediately
preceding the applicable Remarketing Date in accordance with the provisions set
forth in the Pledge Agreement. Any such notice and delivery not withdrawn by
such time will be irrevocable with respect to such Remarketing. Pursuant to
Section 5.07(c) of the Pledge Agreement, promptly after 11:00 A.M., New York
City time, on the Business Day immediately preceding the applicable Remarketing
Date, the Custodial Agent, based on the notices and deliveries received by it
prior to such time, shall notify the Remarketing Agent of the principal amount
of Separate Notes to be tendered for remarketing and shall cause such Separate
Notes to be presented to the Remarketing Agent. Under Section 5.02 of the
Purchase Contract Agreement, Notes that are components of Corporate Units will
be deemed tendered for Remarketing and will be remarketed in accordance with
the terms of the Remarketing Agreement.

         (c)      The right of each Holder of Remarketed Notes to have such
Notes remarketed and sold on any Remarketing Date shall be limited to the
extent that


                                      13
<PAGE>
(i) the Remarketing Agent conducts a Remarketing pursuant to the terms of the
Remarketing 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, and (iv) the purchaser or
purchasers deliver the purchase price therefor to the Remarketing Agent as and
when required.

         (d)      Neither the Trustee, the Company nor the Remarketing Agent
shall be obligated in any case to provide funds to make payment upon tender of
Notes for remarketing.

         Section 8.02.     Remarketing. (a) Unless a Special Event Redemption
has occurred prior to the Initial Remarketing Date, on the Initial Remarketing
Date, the Remarketing Agent shall, pursuant and subject to the terms of the
Remarketing Agreement, use its reasonable efforts to remarket the Remarketed
Notes at a price (the "REMARKETING PRICE") 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
expenses) of the sum of the Treasury Portfolio Purchase Price and the Separate
Note Purchase Price.

         (b)      In the case of a Failed Initial Remarketing and unless a
Special Event Redemption has occurred prior to the Second Remarketing Date, on
the Second Remarketing Date, the Remarketing Agent shall use its reasonable
efforts to remarket 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 the Third Remarketing Date, on the Third Remarketing Date,
the Remarketing Agent shall use its reasonable efforts to remarket 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 the
Final Remarketing Date, on the Final Remarketing Date, the Remarketing Agent
shall use its reasonable efforts to remarket the Remarketed Notes at a price
(the "FINAL REMARKETING PRICE") 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 expenses) of
the aggregate principal amount of the Remarketed Notes. It is understood and
agreed that 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 expenses) of the sum of
the Treasury Portfolio Purchase Price and the Separate Note Purchase Price, in
the case of a


                                      14
<PAGE>
Remarketing other than the Final Remarketing, or 100% (net of any Remarketing
Fee and any other fees and expenses) of the aggregate principal amount of the
Remarketed Notes, in the case of the Final Remarketing.

         Section 8.03.     Reset Rate. (a) In connection with each Remarketing,
the Remarketing Agent shall determine the Reset Rate (rounded to the nearest
one-thousandth (0.001) of one percent per annum) that the Remarketed Notes
should bear in order 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.

         (b)      Anything herein to the contrary notwithstanding, the Reset
Rate shall in no event (i) be less than the Coupon Rate or (ii) exceed the
maximum rate permitted by applicable law and the Remarketing Agent shall have
no obligation to determine whether there is any limitation under applicable law
on the Reset Rate or, if there is any such limitation, the maximum permissible
Reset Rate on the Notes and shall rely solely upon written notice from the
Company (which the Company agrees to provide prior to the eighth Business Day
before the Initial Remarketing Date) as to whether or not there is any such
limitation and, if so, the maximum permissible Reset Rate.

         (c)      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 their Notes remarketed in any Remarketing, the applicable interest rate
on the Notes will not be reset and will continue to be the Coupon Rate.

         (d)      In the event of a Successful Remarketing, the Coupon Rate
shall be reset at the Reset Rate as determined by the Remarketing Agent under
the Remarketing Agreement. The Company shall cause a notice of the Reset Rate
to be published in a daily newspaper in the English language of general
circulation in the City of New York, which is expected to be The Wall Street
Journal.

         Section 8.04.     Failed Remarketing. (a) If, by 4:00 p.m. (New York
City time) on any Remarketing Date, the Remarketing Agent is unable to remarket
all of the Remarketed Notes at the Remarketing Price or the Final Remarketing
Price, as the case may be, pursuant to the terms and conditions of the
Remarketing Agreement, 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.


                                      15
<PAGE>
         (b)      The Company shall cause a notice of such Failed Remarketing
to be published in a daily newspaper in the English language of general
circulation in the City of New York, which is expected to be The Wall Street
Journal.

         Section 8.05.     Put Right. If there has not been a Successful
Remarketing prior to the Purchase Contract Settlement Date, the holders of
Notes will have the right (the "PUT RIGHT") to require the Company to purchase
their Notes on April 1, 2006 (the "EXERCISE DATE") upon a notice to the Trustee
on or prior to the fifth Business Day prior to the Exercise Date, at a price
per Note equal to $25.00 plus accrued and unpaid interest to but excluding the
Exercise Date (the "PUT PRICE"). If there has not been a Successful Remarketing
prior to the Purchase Contract Settlement Date, the Company shall notify, not
more than ten (10) days after the Purchase Contract Settlement Date, Beneficial
Owners of the Notes of the procedures to be followed if any Holder elects to
exercise its Put Right.

         Section 8.06.     Additional Event of Default. In addition to the
events listed as Events of Default in Section 501 of the Base Indenture, it
shall be an additional Event of Default with respect to the Notes, if the
Company defaults in the payment of the Put Price with respect to any Note
following the exercise of the Put Right by any Holder in accordance with
Section 8.05.

                                   ARTICLE 9
                                 TAX TREATMENT

         Section 9.01.     Tax Treatment. The Company agrees, and by acceptance
of the Notes, each holder of Notes will be deemed to have agreed (1) for United
States federal, state and local income and franchise tax purposes to treat the
acquisition of a Corporate Unit as the acquisition of the Note and the Purchase
Contract constituting the Corporate Units and (2) to treat the Notes as
indebtedness for United States federal, state and local income and franchise
tax purposes. A Holder of Notes may obtain the amount of original issue
discount, issue date, yield to maturity, comparable yield and projected payment
schedule for the Notes, determined by the Company pursuant to Treas. Reg. Sec.
1.1275-4, by submitting a written request for it to the Company at the
following address: The Phoenix Companies, Inc., [Nancy Engberg], One American
Row, Hartford, Connecticut 06102.


                                      16
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 1 to be duly executed, as of the day and year first written
above.


                                             THE PHOENIX COMPANIES, INC.


                                             By:
                                                -------------------------------
                                                Name:
                                                Title:


                                             By:
                                                -------------------------------
                                                Name:
                                                Title:


Attest:


By:
   -------------------------------
   Name:
   Title:


                                             SUNTRUST BANK, as
                                             Trustee


                                             By:
                                                -------------------------------
                                                Name:
                                                Title:


Attest:


By:
   -------------------------------
   Name:
   Title:


By:
   -------------------------------
   Name:
   Title:


                                      R-1
<PAGE>
                                                                      EXHIBIT A


[IF THIS NOTE IS TO BE A GLOBAL SECURITY, INSERT:]
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A
NOMINEE OF THE DEPOSITORY TRUST COMPANY. THIS NOTE IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST
COMPANY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY TO A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITORY TRUST COMPANY OR ANOTHER NOMINEE OF
THE DEPOSITORY TRUST COMPANY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


                          THE PHOENIX COMPANIES, INC.

                       [___]% Notes due February 16, 2008

                                                         CUSIP: _______________

No. _______                                                        $ __________


         THE PHOENIX COMPANIES, INC., a corporation organized and existing
under the laws of Delaware (hereinafter called the "COMPANY", which term
includes any successor corporation under the Indenture hereinafter referred


                                      R-2
<PAGE>
to), for value received, hereby promises to pay to___________, or registered
assigns, the principal sum of [up to] ___________($__________), [as set forth
in the Schedule of Increases or Decreases In Note attached hereto,] on February
16, 2008 (such date is hereinafter referred to as the "MATURITY DATE"), and to
pay interest thereon from December 20, 2002 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, subject to
the right to defer interest as provided in the Indenture hereinafter referred
to, quarterly in arrears on February 16, May 16, August 16 and November 16
(each, an "INTEREST PAYMENT DATE") of each year, commencing February 16, 2003,
at the rate of [___]% per annum through and including the day immediately
preceding the Reset Effective Date, if any, and thereafter at the Reset Rate,
if any, on the basis of a 360-day year consisting of twelve 30-day months,
until the principal hereof is paid or duly provided for or made available for
payment, and (to the extent that the payment of such interest shall be legally
enforceable) to pay interest, compounded quarterly, at the rate of [___]% per
annum on any overdue principal and payment of interest through and including
the day immediately preceding the Reset Effective Date, if any, and thereafter
at the Reset Rate, if any. The Reset Rate, if any, shall be established
pursuant to the terms of the Indenture and the Remarketing Agreement. The
amount of interest payable for any period shorter than a full quarterly period
for which interest is computed will be computed on the basis of a 30-day month
and, for any period less than a month, on the basis of the actual number of
days elapsed per 30-day month. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Record
Date for such Interest Payment Date.

         Payment of the principal of and interest on this Note will be made at
the office or agency of the Company maintained for that purpose in The City of
New York, which shall initially be the Corporate Trust Office of the Trustee,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the Holder at such address as shall appear in the Security
Register or by wire transfer to an account appropriately designated by the
Holder entitled to payment.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


                                      R-3
<PAGE>

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                      R-4
<PAGE>
         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


Dated:


                                             THE PHOENIX COMPANIES, INC.


                                             By:
                                                -------------------------------
                                                Name:
                                                Title:


                                             By:
                                                -------------------------------
                                                Name:
                                                Title:


Attest:


By:
   -------------------------------
   Name:
   Title:


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within mentioned Indenture.

Dated: _____________

SUNTRUST BANK,
as Trustee

By:
   ------------------------------
   Authorized Signatory


                                      R-5
<PAGE>
                            FORM OF REVERSE OF NOTE

         This Note is one of a duly authorized issue of securities of the
Company (herein called the "NOTES"), issued and to be issued in one or more
series under a Subordinated Indenture (the "BASE INDENTURE"), dated as of
December __, 2002, between the Company and SunTrust Bank, as Trustee (herein
called the "TRUSTEE", which term includes any successor trustee), as amended
and supplemented by Supplemental Indenture No. 1, dated as of December 20,
2002, between the Company and the Trustee (the "SUPPLEMENTAL INDENTURE NO. 1"
and together with the Base Indenture, the "INDENTURE"), to which Indenture
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated on the
face hereof, limited in aggregate principal amount to $130,000,000 (or up to
$149,500,000 to the extent that the Underwriters' over-allotment option is
exercised).

         All terms used in this Note that are defined in the Indenture shall
have the meaning assigned to them in the Indenture.

         Subject to the terms and conditions of Section 2.06 of the
Supplemental Indenture No. 1, the Company shall have the right at any time and
from time to time, so long as no Event of Default with respect to the Notes has
occurred and is continuing, to defer payments of interest by extending the
interest payment period of the Notes for a period not extending beyond November
16, 2005 (an "EXTENSION PERIOD"), during which Extension Period no interest
shall be due and payable. To the extent permitted by applicable law, interest,
the payment of which has been deferred because of the extension of the interest
payment period pursuant to Section 2.06 of the Supplemental Indenture No. 1,
will accrue at the rate of [___]% per annum to but excluding November 16, 2005,
compounded quarterly for each quarter of such Extension Period ("COMPOUNDED
INTEREST"). At the end of such Extension Period, which must be an Interest
Payment Date, the Company shall pay all interest accrued and unpaid on the
Notes and Compounded Interest (together, "DEFERRED INTEREST") that shall be
payable to the Person in whose name such Note, or any predecessor Note, is
registered at the close of business on the Record Date for such Interest
Payment Date.

         The indebtedness evidenced by this Note is initially, to the extent
provided in the Indenture, subordinate and subject in right of payments to the
prior payment in full of all Senior Indebtedness, and this Note is issued
subject to the provisions of the Indenture with respect thereto. Each Holder of
this Note by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
actions as may be necessary or


                                      R-1
<PAGE>
appropriate to effectuate the subordination so provided and (c) appoints the
Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof,
by his acceptance hereof, waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder
of Senior Indebtedness, whether now outstanding or hereafter incurred, and
waives reliance by each such holder upon said provisions.

         Subject to the terms and conditions of the Indenture, from and after
November 16, 2005, unless an Event of Default set forth in Sections 501(4) or
(5) of the Base Indenture shall have occurred, the subordination provisions set
forth above and in Article Twelve of the Base Indenture shall no longer apply
to this Note, (ii) the indebtedness represented by this Note will rank equally
in right of payment to all of the then-existing and future unsubordinated
Indebtedness of the Company and (iii) the indebtedness represented by this Note
shall be considered Senior Indebtedness pursuant to the definition thereof in
the Base Indenture and for the purposes of the application of Article Twelve of
the Base Indenture to any Securities other than the Notes issued pursuant to
the Base Indenture.

         If a Special Event shall occur and be continuing, the Company may, at
its option, redeem the Notes of this series in whole, but not in part, on any
Interest Payment Date prior to the earlier of the date of a Successful
Remarketing or the Purchase Contract Settlement Date, at a price per Note equal
to the Redemption Price as set forth in the Indenture. Except as set forth in
the preceding sentence and in Section 3.01 of the Supplemental Indenture No. 1,
the Company may not redeem the Notes prior to the Maturity Date.

         Pursuant to Section 8.05 of the Supplemental Indenture No. 1, if there
has not been a Successful Remarketing prior to the Purchase Contract Settlement
Date, the holders of Notes will have the right to require the Company to
purchase their Notes on April 1, 2006 (the "EXERCISE DATE") upon a notice to
the Trustee on or prior to the fifth Business Day prior to the Exercise Date,
at a price per Note equal to $25.00 plus accrued and unpaid interest to but
excluding the Exercise Date.

         The Notes are not entitled to the benefit of any sinking fund and will
not be subject to defeasance.

         If an Event of Default with respect to Notes of this series shall
occur and be continuing, the principal of the Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the


                                      R-2
<PAGE>
Company and the rights of the Holders of the Notes at any time by the Company
and the Trustee with the consent of the Holders of a majority in principal
amount of the Notes at the time Outstanding. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest, subject to
the interest period extension provisions of the Indenture, on this Note at the
times, place and rate, and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable in the Security
Register, upon surrender of this Note for registration of transfer at the
office or agency of the Company in any place where the principal of and
interest on this Note are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Securities Registrar duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

         The Notes of this series are issuable only in registered form without
coupons in denominations of $25 and any integral multiple thereof. As provided
in the Indenture and subject to certain limitations therein set forth. Notes of
this series are exchangeable for a like aggregate principal amount of Notes of
this series of a different authorized denomination, as requested by the Holder
surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         The Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes,


                                      R-3
<PAGE>
whether or not this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.

         The Company agrees, and by acceptance of the Notes, each holder of
Notes will be deemed to have agreed (1) for United States federal, state and
local income and franchise tax purposes to treat the acquisition of a Corporate
Unit as the acquisition of the Note and the Purchase Contract constituting the
Corporate Unit and (2) to treat the Notes as indebtedness for United States
federal, state and local income and franchise tax purposes. A Holder of Notes
may obtain the amount of original issue discount, issue date, yield to
maturity, comparable yield and projected payment schedule for the Notes,
determined by the Company pursuant to Treas. Reg. Sec. 1.1275-4, by submitting
a written request for it to the Company at the following address: The Phoenix
Companies, Inc., [Nancy Engberg], One American Row, Hartford, Connecticut
06102.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE STATE OF NEW YORK.


                                      R-4
<PAGE>
                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to:

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

(Insert assignee's social security or tax identification number)

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

(Insert address and zip code of assignee)
and irrevocably appoints

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him or her.

Date:
     -----------------


                                             Signature:
                                                       ------------------------


                                             Signature Guarantee:
                                                                 --------------

(Sign exactly as your name appears on the other side of this Note)


<PAGE>
                              SIGNATURE GUARANTEE

Signatures must be guaranteed by an "eligible guarantor institution" meeting
the requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


By:
   -----------------------
   Name
   Title:


                                             ----------------------------------
                                             as Trustee


                                             By:
                                                -------------------------------
                                                Name
                                                Title:


Attest:


By:
   -----------------------
   Name
   Title:


<PAGE>
                   SCHEDULE OF INCREASES OR DECREASES IN NOTE

The following increases or decreases in a part of this Note have been made:


<TABLE>
<CAPTION>
                                                    PRINCIPAL AMOUNT
                 AMOUNT OF          AMOUNT OF         OF THIS NOTE
                DECREASE IN        INCREASE IN       FOLLOWING SUCH       SIGNATURE OF
              PRINCIPAL AMOUNT   PRINCIPAL AMOUNT     DECREASE (OR         AUTHORIZED
DATE            OF THIS NOTE       OF THIS NOTE         INCREASE)      OFFICER OF TRUSTEE
<S>           <C>                <C>                <C>                <C>


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</TABLE>