PHOENIX INVESTMENT PARTNERS, LTD.

EMPLOYEE STOCK PURCHASE PLAN

1    PURPOSE.  The purpose of the Plan is to provide employees of Phoenix
     Investment Partners, Ltd. and any Designated Parent or Designated
     Subsidiary with an opportunity to purchase Common Stock of Phoenix
     Investment Partners, Ltd. through accumulated payroll deductions.  It
     is the intention of the Company to have the Plan qualify as an
     "Employee Stock Purchase Plan" under Section 423 of the Internal
     Revenue Code of 1986, as amended.  The provisions of the Plan,
     accordingly, shall be construed so as to extend and limit
     participation in a manner consistent with the requirements of that
     section of the Code.

2    DEFINITIONS.

     a.   "Board" shall mean the Board of Directors of Phoenix Investment
          Partners, Ltd.

     b.   "Code" shall mean the Internal Revenue Code of 1986, as amended.


     c.   "Common Stock" shall mean the Common Stock of Phoenix Investment
          Partners, Ltd.

     d.   "Company" shall mean Phoenix Investment Partners, Ltd., any
          Designated Subsidiary and any Designated Parent.

     e.   "Compensation" shall mean:

          i.   In the case of an Employee other than a PXP Wholesaler, the
               Employee's annual base salary;

          ii.  In the case of a PXP Wholesaler, such Employee's wages as
               reportable on Internal Revenue Service Form W-2 pursuant to
               Section 3401(a) of the Code, which defines wages for
               purposes of income tax withholding; excluding, however,
               distributions from a plan of deferred compensation, bonuses
               that are both discretionary with such Employee's manager and
               not calculated with reference to sales performance, imputed
               income, incentive compensation paid under the Management
               Incentive Plan or the Investment Incentive Plan and any
               other extraordinary or nonrecurring type of compensation.
               Notwithstanding the foregoing, the Compensation of a PXP
               Wholesaler shall include amounts deferred pursuant to
               Section 402(a)(8) of the Code (with respect to cash or
               deferred arrangements defined in Section 401(k)(2) of the
               Code) and salary reduction contributions made on behalf of
               such Employee to any cafeteria plan maintained by the
               Company pursuant to Section 125 of the Code.

     f.   "Designated Parent" shall mean any Parent which has been
          designated by the Board from time to time in its sole discretion
          as eligible to participate in the Plan.

     g.   "Designated Subsidiary" shall mean any Subsidiary which has been
          designated by the Board from time to time in its sole discretion
          as eligible to participate in the Plan.

     h.   "Employee" shall mean any individual who is a common law
          employee of the Company whose customary employment with the
          Company is at least twenty_(20) hours per week.

     i.   "Exercise Date" shall mean the last day of each Offering Period.

     j.   "Fair Market Value" shall mean, as of any date, the closing sales
           price for Common Stock (or the closing bid, if no sales were
           reported) as quoted on the New York Stock Exchange for the last
           market trading day on the date of such determination, as reported in
           The Wall Street Journal or such other source as the Board deems
           reliable.

     k.    "Grant Date" shall mean the first day of each Offering Period.

     l.    "Offering Period" shall mean a period of approximately six (6) months
           during which an option granted pursuant to the Plan may be exercised,
           commencing on the first Trading Day on or after May 1 and terminating
           on the last Trading Day in the period ending the following October
           31, or commencing on the first Trading Day on or after November 1 and
           terminating on the last Trading Day in the period ending the
           following April 30.  The duration of Offering Periods may be changed
           pursuant to Section 4 of this Plan.

     m.    "Parent" shall mean a corporation, domestic or foreign, which holds
           not less than 50% of the voting shares of Phoenix Investment
           Partners, Ltd. or any Parent thereof.

     n.    "Plan" shall mean this Employee Stock Purchase Plan.

     o.    "Purchase Price" shall mean an amount equal to 85% of the Fair Market
           Value of a share of Common Stock on the Grant Date or on the Exercise
           Date, whichever is lower; PROVIDED, HOWEVER, that the Purchase Price
           may be increased by the Board pursuant to Section 20.

     p.    "Reserves" shall mean the number of shares of Common Stock covered by
           each option under the Plan which have not yet been exercised and the
           number of shares of Common Stock which have been authorized for
           issuance under the Plan but not yet placed under option.

     q.    "Subsidiary" shall mean a corporation, domestic or foreign, of which
           not less than 50% of the voting shares are held by Phoenix Investment
           Partners, Ltd. or any Subsidiary thereof.

     r.    "Trading Day" shall mean a day on which the New York Stock Exchange
           is open for trading.

     s.    "PXP Wholesaler" shall mean any Employee whose title is Senior Vice
           President, Investment Consultant, Retail Division or Vice President,
           Investment Consultant, Retail Division.


3    ELIGIBILITY.

     a.  Any Employee of the Company on a given Grant Date shall be eligible to
         participate in the Plan.

     b.  Notwithstanding Section 3(a), no Employee shall be granted an option
         under the Plan:

         i.  To the extent that such Employee (or any other person whose stock
             would be attributed to such Employee pursuant to Section 424(d) of
             the Code), immediately after the option is granted, would own stock
             and/or hold outstanding options to purchase stock possessing five
             percent (5%) or more of the total combined voting power or value of
             all classes of the capital stock of the Company, a Parent or any
             Subsidiary, or

        ii.  To the extent that such Employee's rights to purchase stock under
             all employee stock purchase plans of the Company, any Parent and
             any Subsidiary accrues at a rate which exceeds Twenty-Five Thousand
             Dollars ($25,000) worth of stock (determined at the fair market
             value of the shares at the time such option is granted) for each
             calendar year in which such option is outstanding at any time.

4    OFFERING PERIODS.  The Plan shall be implemented by consecutive Offering
     Periods with a new Offering Period commencing on the first Trading Day on
     or after May 1 and November 1 each year, or on such other date as the Board
     shall determine, and continuing thereafter until terminated in accordance
     with Section 20 hereof.  The Board shall have the power to change the
     duration of Offering Periods (including the commencement dates thereof)
     with respect to future offerings without stockholder approval if such
     change is announced at least five (5) days prior to the scheduled beginning
     of the first Offering Period to be affected thereafter; PROVIDED, HOWEVER,
     that no Offering Period shall be longer than twenty-seven (27) months.

5    PARTICIPATION.

     a.  An eligible Employee (as defined in Section 3 of this Plan) may become
         a participant in the Plan by completing an enrollment form provided by
         the Company authorizing payroll deductions and filing it with the
         Company prior to the applicable Grant Date.

     b.  Payroll deductions for a participant shall commence on the first
         payroll following the Grant Date and shall end on the last payroll in
         the Offering Period to which such authorization is applicable, unless
         sooner terminated by the participant as provided in Section 10 hereof.

6    PAYROLL DEDUCTIONS.

     a.  At the time a participant files his or her enrollment form, he or she
         shall elect to have payroll deductions made on each pay day during the
         Offering Period in an amount not exceeding fifteen percent (15%) of the
         Compensation which he or she receives on each pay day during the
         Offering Period.

     b.  All payroll deductions made for a participant shall be credited to his
         or her account under the Plan and shall be withheld in whole
         percentages only.  A participant may not make any additional payments
         into such account.

     c.  A participant may discontinue his or her participation in the Plan as
         provided in Section 10 hereof, or may increase or decrease the rate of
         his or her payroll deductions during the Offering Period by completing
         or filing with the Company a new enrollment form authorizing a change
         in payroll deduction rate.  The Board may, in its discretion, limit the
         number of participation rate changes during any Offering Period.  The
         change in rate shall be effective with the next processed payroll.  A
         participant's enrollment form shall remain in effect for successive
         Offering Periods unless terminated as provided in Section 10 hereof.

     d.  Notwithstanding the foregoing, to the extent necessary to comply with
         Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's
         payroll deductions may be decreased to zero percent (0%) at any time
         during an Offering Period.  Payroll deductions shall not resume at the
         next succeeding Offering Period, unless the participant delivers to the
         Company a new enrollment form.

7    GRANT OF OPTION.  On the Grant Date of each Offering Period, each eligible
     Employee participating in such Offering Period shall be granted an option
     to purchase on the Exercise Date of such Offering Period (at the applicable
     Purchase Price) up to a number of shares of the Company's Common Stock
     determined by dividing such Employee's payroll deductions accumulated prior
     to such Exercise Date and retained in the Participant's account as of the
     Exercise Date by the applicable Purchase Price; subject to the limitations
     set forth in Sections_3(b) and 11 hereof.  Exercise of the option shall
     occur as provided in Section 8 hereof, unless the participant has withdrawn
     pursuant to Section 10 hereof.  The Option shall expire on the last day of
     the Offering Period.

8    EXERCISE OF OPTION.  Unless a participant withdraws from the Plan as
     provided in Section_10 hereof, his or her option for the purchase of shares
     shall be exercised automatically on the Exercise Date, and the maximum
     number of shares subject to option shall be purchased for such participant
     at the applicable Purchase Price with the accumulated payroll deductions in
     his or her account. During a participant's lifetime, a participant's option
     to purchase shares hereunder is exercisable only by him or her.

9    DELIVERY.  Upon a participant's request, the Company shall arrange the
     delivery to such participant, as appropriate, the shares purchased upon
     exercise of his or her option.  Absent such request, such shares shall be
     retained in the Participant's account in accordance with the terms and
     conditions specified in the participant's enrollment form.

10   WITHDRAWAL.

     a.  A participant may withdraw all but not less than all the payroll
         deductions credited to his or her account and not yet used to exercise
         his or her option under the Plan at any time by giving written notice
         to the Company on a form provided by the Company.  All of the
         participant's payroll deductions credited to his or her account shall
         be paid to such participant promptly after receipt of notice of
         withdrawal and such participant's option for the Offering Period shall
         be automatically terminated, and no further payroll deductions for the
         purchase of shares shall be made for such Offering Period.  If a
         participant withdraws from an Offering Period, payroll deductions shall
         not resume at the beginning of the succeeding Offering Period unless
         the participant delivers to the Company a new subscription agreement.

     b.  A participant's withdrawal from an Offering Period shall not have any
         effect upon his or her eligibility to participate in any similar plan
         which may hereafter be adopted by the Company or in succeeding Offering
         Periods which commence after the termination of the Offering Period
         from which the participant withdraws.

11   TERMINATION OF EMPLOYMENT.  Upon a participant's ceasing to be an
     Employee for any reason, he or she shall be deemed to have elected to
     withdraw from the Plan and the payroll deductions credited to such
     participant's account during the Offering Period but not yet used to
     exercise the option shall be returned to such participant or, in the case
     of his or her death, to the person or persons entitled thereto under
     Section 15 hereof, and such participant's option shall be automatically
     terminated.

12   INTEREST.  No interest shall accrue on the payroll deductions of a
     participant in the Plan.

13   STOCK.

     a.  Subject to adjustment upon changes in capitalization of the Company as
         provided in Section 19 hereof, the maximum number of shares of the
         Company's Common Stock which shall be made available for sale under the
         Plan shall be 1.4% of the outstanding shares of Common Stock on August
         5, 1999.  If, on a given Exercise Date, the number of shares with
         respect to which options are to be exercised exceeds the number of
         shares then available under the Plan, the Company shall make a pro rata
         allocation of the shares remaining available for purchase in as uniform
         a manner as shall be practicable and as it shall determine to be
         equitable.

     b.  The participant shall have no interest or voting right in shares
         covered by his option until such option has been exercised.

     c.  Shares to be delivered to a participant under the Plan shall be
         registered in the name of the participant.

14   ADMINISTRATION.  The Plan shall be administered by the Phoenix Investment
     Partners, Ltd. Benefit Plans Committee (and any power given in this Plan to
     the Board may be delegated by the Board to such Committee).  The Benefit
     Plans Committee shall have full and exclusive discretionary authority to
     construe, interpret and apply the terms of the Plan, to determine
     eligibility and to adjudicate all disputed claims filed under the Plan.
     Every finding, decision and determination made by the Benefit Plans
     Committee shall, to the full extent permitted by law, be final and binding
     upon all parties.

15   DEATH OF PARTICIPANT.  In the event of the death of a participant, the
     Company shall deliver any shares and/or cash held in the participant's
     account under the Plan to the executor or administrator of the estate of
     the participant, or if no such executor or administrator has been appointed
     (to the knowledge of the Company), the Company, in its discretion, may
     deliver such shares and/or cash to the spouse or to any one or more
     dependents or relatives of the participant, or if no spouse, dependent or
     relative is known to the Company, then to such other person as the Company
     may designate.

16   TRANSFERABILITY.  Neither payroll deductions credited to a participant's
     account nor any rights with regard to the exercise of an option or to
     receive shares under the Plan may be assigned, transferred, pledged or
     otherwise disposed of in any way (other than by will, the laws of descent
     and distribution or as provided in Section 15 hereof) by the participant.
     Any such attempt at assignment, transfer, pledge or other disposition shall
     be without effect, except that the Company may treat such act as an
     election to withdraw funds from an Offering Period in accordance with
     Section 10 hereof.

17   USE OF FUNDS.  All payroll deductions received or held by the Company
     under the Plan may be used by the Company for any corporate purpose, and
     the Company shall not be obligated to segregate such payroll deductions.

18   REPORTS.  Individual accounts shall be maintained for each participant in
     the Plan.  Statements of account shall be given to participating Employees
     at least annually, which statements shall set forth the amounts of payroll
     deductions, the Purchase Price, the number of shares purchased and the
     remaining cash balance, if any.

19   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, LIQUIDATION,
     MERGER OR ASSET SALE.

     a.  CHANGES IN CAPITALIZATION.  Subject to any required action by the
         stockholders of Phoenix Investment Partners, Ltd., the Reserves, and
         the price per share and the number of shares of Common Stock covered by
         each option under the Plan which has not yet been exercised shall be
         proportionately adjusted for any increase or decrease in the number of
         issued shares of Common Stock resulting from a stock split, reverse
         stock split, stock dividend, combination or reclassification of the
         Common Stock, or any other increase or decrease in the number of shares
         of Common Stock effected without receipt of consideration by Phoenix
         Investment Partners, Ltd.; PROVIDED, HOWEVER, that conversion of any
         convertible securities of Phoenix Investment Partners, Ltd. shall not
         be deemed to have been "effected without receipt of consideration".
         Such adjustment shall be made by the Board, whose determination in that
         respect shall be final, binding and conclusive.  Except as expressly
         provided herein, no issuance by Phoenix Investment Partners, Ltd. of
         shares of stock of any class, or securities convertible into shares of
         stock of any class, shall affect, and no adjustment by reason thereof
         shall be made with respect to, the number or price of shares of Common
         Stock subject to an option.

     b.  DISSOLUTION OR LIQUIDATION.  In the event of the proposed dissolution
         or liquidation of Phoenix Investment Partners, Ltd., the Offering
         Period then in progress shall be shortened by setting a new Exercise
         Date (the "New Exercise Date"), and shall terminate immediately prior
         to the consummation of such proposed dissolution or liquidation, unless
         provided otherwise by the Board.  The New Exercise Date shall be before
         the date of Phoenix Investment Partners, Ltd.'s proposed dissolution or
         liquidation.  The Board shall notify each participant in writing, at
         least ten (10) business days prior to the New Exercise Date, that the
         Exercise Date for the participant's option has been changed to the New
         Exercise Date and that the participant's option shall be exercised
         automatically on the New Exercise Date, unless prior to such date the
         participant has withdrawn from the Offering Period as provided in
         Section 10 hereof.

     c.  MERGER OR ASSET SALE.  In the event of a proposed sale of all or
         substantially all of the assets of Phoenix Investment Partners, Ltd.,
         or the merger of Phoenix Investment Partners, Ltd. with or into another
         corporation, each outstanding option shall be assumed or an equivalent
         option substituted by the successor corporation or a Parent or
         Subsidiary of the successor corporation.  In the event that the
         successor corporation refuses to assume or substitute for the option,
         the Offering Period then in progress shall be shortened by setting a
         New Exercise Date.  The New Exercise Date shall be before the date of
         the proposed sale or merger of Phoenix Investment Partners, Ltd.  The
         Board shall notify each participant in writing, at least ten (10)
         business days prior to the New Exercise Date, that the Exercise Date
         for the participant's option has been changed to the New Exercise Date
         and that the participant's option shall be exercised automatically on
         the New Exercise Date, unless prior to such date the participant has
         withdrawn from the Offering Period as provided in Section 10 hereof.

20   AMENDMENT OR TERMINATION.

     a.  The Board of Directors of Phoenix Investment Partners, Ltd. may at any
         time and for any reason terminate or amend the Plan and such action
         shall be binding upon any Designated Parent or any Designated
         Subsidiary.  Except as provided in Section 19 hereof, no such
         termination can affect options previously granted, provided that an
         Offering Period may be terminated by the Board of Directors on any
         Exercise Date if the Board determines that the termination of the
         Offering Period or the Plan is in the best interests of Phoenix
         Investment Partners, Ltd. and its stockholders.  Except as provided in
         Section 19 and Section 20 hereof, no amendment may make any change in
         any option theretofore granted which adversely affects the rights of
         any participant.  To the extent necessary to comply with Section 423 of
         the Code (or any other applicable law, regulation or stock exchange
         rule), Phoenix Investment Partners, Ltd. shall obtain shareholder
         approval in such a manner and to such a degree as required.

     b.  Without stockholder consent and without regard to whether any
         participant rights may be considered to have been "adversely affected,"
         the Board (or its committee) shall be entitled to change the Offering
         Periods, limit the frequency and/or number of changes in the amount
         withheld during an Offering Period, establish the exchange ratio
         applicable to amounts withheld in a currency other than U.S. dollars,
         permit payroll withholding in excess of the amount designated by a
         participant in order to adjust for delays or mistakes in the Company's
         processing of properly completed withholding elections, establish
         reasonable waiting and adjustment periods and/or accounting and
         crediting procedures to ensure that amounts applied toward the purchase
         of Common Stock for each participant properly correspond with amounts
         withheld from the participant's Compensation, and establish such other
         limitations or procedures as the Board (or the Benefit Plans Committee)
         determines in its sole discretion advisable which are consistent with
         the Plan.

     c.  In the event the Board determines that the ongoing operation of the
         Plan may result in unfavorable financial accounting consequences, the
         Board may, in its discretion and, to the extent necessary or desirable,
         modify or amend the Plan to reduce or eliminate such accounting
         consequence including, but not limited to:

         i.  altering the Purchase Price for any Offering Period including an
             Offering Period underway at the time of the change in Purchase
             Price; and

        ii.  shortening any Offering Period so that the Offering Period ends on
             a New Exercise Date, including an Offering Period underway at the
             time of the Board action.

     Such   modifications  or  amendments  shall  not  require  stockholder
     approval or the consent of any Plan participants.

21   NOTICES.  All notices or other communications by a participant to the
     Company under or in connection with the Plan shall be deemed to have been
     duly given when received in the form specified by the Company at the
     location, or by the person, designated by the Company for the receipt
     thereof.

22   CONDITIONS UPON ISSUANCE OF SHARES.  Shares shall not be issued with
     respect to an option unless the exercise of such option and the issuance
     and delivery of such shares pursuant thereto shall comply with all
     applicable provisions of law, domestic or foreign, including, without
     limitation, the Securities Act of 1933, as amended, the Securities Exchange
     Act of 1934, as amended, the rules and regulations promulgated thereunder,
     and the requirements of the New York Stock Exchange and shall be further
     subject to the approval of counsel for Phoenix Investment Partners, Ltd.
     with respect to such compliance.


23   EQUAL RIGHTS AND PRIVILEGES.  All Employees granted options under the
     Plan shall have the same rights and privileges within the meaning of
     Section 423(b)(5) of the Code.

24   TERM OF PLAN.  The Plan shall become effective upon its adoption by the
     Board.  It shall continue in effect for a term of ten (10) years unless
     sooner terminated under Section 20 hereof.


<PAGE>

PHOENIX INVESTMENT PARTNERS, LTD.


EMPLOYEE STOCK PURCHASE PLAN


WITHDRAWAL FORM


The  undersigned   participant  in  the  Offering  Period  of  the  Phoenix
Investment Partners,  Ltd.  Employee  Stock  Purchase  Plan  which began on
___________, ____ (the "Grant Date") hereby notifies the Company that he or
she  hereby  withdraws from the Offering Period.  He or she hereby  directs
the Company to  pay  to  the undersigned as promptly as practicable all the
payroll deductions credited  to  his  or  her  account with respect to such
Offering Period.  The undersigned understands and  agrees  that  his or her
option  for  such  Offering  Period will be automatically terminated.   The
undersigned understands further  that no further payroll deductions will be
made for the purchase of shares in  the  current  Offering  Period  and the
undersigned shall be eligible to participate in succeeding Offering Periods
only by delivering to the Company a new enrollment form.

Name and Address of Participant:

________________________________

________________________________

________________________________

Signature:

________________________________

Date:___________________________