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                                                                    Exhibit 4.6


                             REMARKETING AGREEMENT


                                                              December 20, 2002


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

SunTrust Bank


Attention:

Ladies and Gentlemen:

         This Agreement is dated as of December 20, 2002 (the "AGREEMENT") by
and between 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 JPMorgan Chase 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 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

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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


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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


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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 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


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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


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         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


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         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:


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         (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
PricewaterhouseCoopers LLP, the independent accountants of the Company,
containing statements and information of the type ordinarily


                                       9
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included in accountants' "comfort letters" with respect to certain financial
information contained in the Remarketing Materials, if any.

         (f)      Each of (1) Debevoise & Plimpton, counsel for the Company,
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
Remarketing Date, in form and substance reasonably satisfactory to the
applicable 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)      Davis Polk & Wardwell, 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 and each person, if any, who
controls the Remarketing Agent within the meaning of Section 15 of the
Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which the Remarketing Agent may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement, the Prospectus, or any amendments or supplement
thereto, or any related Preliminary Prospectus or preliminary prospectus
supplement, or any other Remarketing Materials, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, and will reimburse the Remarketing Agent for any legal or other
expenses reasonably incurred by the Remarketing Agent in connection with
investigating or defending any such losses, claims, damages, liabilities or
action as such expenses are incurred; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission from any of such documents in
reliance upon and in conformity with written information furnished to the
Company by the Remarketing Agent specifically for use therein.

         (b)      The Remarketing Agent will indemnify and hold harmless the
Company, its directors and officers and each person, if any, who controls the
Company within the meaning of


                                      10
<PAGE>
Section 15 of the Securities Act, against any losses, claims, damages or
liabilities to which the Company may become subject, under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in the Registration
Statement, the Prospectus or any amendment or supplement thereto, or any
related Preliminary Prospectus or Preliminary Prospectus supplement, or any
other Remarketing Materials, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by the Remarketing
Agent specifically for use therein, and will reimburse any legal or other
expenses reasonably incurred by the Company in connection with investigating or
defending any such loss, claim, damage, liability or action as such expenses
are incurred.

         (c)      Promptly after receipt by an indemnified party under this
section of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under subsection (a) or (b) above, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under subsection (a) or (b) above. In the
case of parties indemnified pursuant to subsection (a) above, counsel to the
indemnified parties shall be selected by the Remarketing Agent. An indemnifying
party may participate at its own expense in the defense of any such action;
provided, however, that counsel to the indemnifying party shall not (except
with the consent of the indemnified party) also be counsel to the indemnified
party. 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 (whether
or not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of
any indemnified party.

         Section 8.        Contribution.

         (a)      If the indemnification provided for in Section 7 is
unavailable to or insufficient to hold harmless an indemnified party under
Sections 7(a) or 7(b), then each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (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


                                      11
<PAGE>
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 in connection with the
statements of omissions which resulted in such losses, claims, damages or
liabilities as well as any relevant equitable considerations. 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 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 on the one hand or the
Remarketing Agent on the other hand and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Underwriters agree that it would not
be just and equitable if contribution pursuant to this subsection (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
subsection (a). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (a) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim. 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)      The obligations of the Company under this Section 8 shall be
in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each officer and director of the
Remarketing Agent and to each person, if any, who controls the Remarketing
Agent within the meaning of the Securities Act; and the obligations of the
Remarketing Agent under this Section 8 shall be in addition to any liability
which the Remarketing Agent may otherwise have and shall extend, upon the same
terms and conditions, to each director of the Company, to each officer of the
Company who signed the Registration Statement and to each person, if any, who
controls the Company within the meaning of the Securities Act.

         (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.


                                      12
<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 the 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.


                                      13
<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. Section 7, Section 8 and Section 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: Nancy Engberg (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, [_______________],
Attention: [ ] (Fax: [ ]).

         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.


                                      14
<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 Securities. 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


                                      15
<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]


                                      16
<PAGE>
                                             Very truly yours,


                                             THE PHOENIX COMPANIES, INC.



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


CONFIRMED AND ACCEPTED:


MORGAN STANLEY & CO. INCORPORATED,
as Remarketing Agent


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


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


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