AMENDED and RESTATED


Exhibit 10.5




AMENDMENT #1

to

AMENDED and RESTATED

TAX ALLOCATION AGREEMENT







THIS AMENDMENT, executed as of the 1st day of January, 2006 (the “Effective Date”) by and among The Phoenix Companies, Inc. (“Parent”) and each of its undersigned subsidiaries, to the Amended and Restated Tax Allocation Agreement dated as of January 1, 2001 (the “Agreement”).




WITNESSETH:




WHEREAS, since the date Parent and certain of its subsidiaries entered into the Agreement, some of those subsidiaries have been dissolved, sold or renamed; and




WHEREAS, certain other companies have become subsidiaries of Parent eligible to be part of its consolidated return;




NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:




The Agreement shall remain in full force and effect in accordance with its terms except that the undersigned parties shall be the sole parties thereto on and after the Effective Date, subject to Section 11 of the Agreement, and subject to the ability of any qualifying subsidiary of Parent to be hereafter added as a party by execution of an addendum substantially in the form attached hereto as Exhibit A.




IN WITNESS WHEREOF, the undersigned parties, through their duly authorized offices, have executed this Amendment, effective as of the Effective date.




	AMERICAN PHOENIX LIFE AND REASSURANCE COMPANY




By:  /s/ Michael E. Haylon

	 	BOA PROPERTIES, INC.







By:  /s/ John H. Beers


	 	 	 
	DPCM HOLDING, INC. (f/k/a DUFF & PHELPS CAPITAL MARKETS CO.)




By:  /s/ Glenn H. Pease

	 	DUFF & PHELPS INVESTMENT MANAGEMENT COMPANY




By:  /s/ Glenn H. Pease


	 	 	 
	ENGEMANN ASSET MANAGEMENT (f/k/a ROGER ENGEMANN & ASSOCIATES, INC.




By:   /s/ Glenn H. Pease

	 	PASADENA CAPITAL CORPORATION










By:   /s/ Glenn H. Pease


	 	 	 
	PHL VARIABLE INSURANCE COMPANY




By:  /s/ Michael E. Haylon

	 	PHOENIX DISTRIBUTION HOLDING COMPANY




By:  /s/ John H. Beers









CAM\Agreements\0856 – with electronic signatures.doc
















	 	 	 
	PHOENIX EQUITY PLANNING CORPORATION




By:  /s/ Glenn H. Pease

	 	PHOENIX FOUNDERS, INC.







By: /s/ John H. Beers


	 	 	 
	PHOENIX GLOBAL SOLUTIONS, INC.










By: /s/ John H. Beers

	 	PHOENIX INTERNATIONAL CAPITAL CORPORATION (formerly, PHOENIX STRATEGIC CAPITAL CORPORATION)




By:  /s/ John H. Beers


	 	 	 
	PHOENIX INVESTMENT COUNSEL, INC. (f/k/a JOHN P. CHASE, INC.)







By:  /s/ Glenn H. Pease

	 	PHOENIX INVESTMENT MANAGEMENT COMPANY







By: /s/ John H. Beers


	 	 	 
	PHOENIX INVESTMENT PARTNERS, LTD




By:  /s/ Glenn H. Pease

	 	PHOENIX LIFE AND ANNUITY COMPANY







By:  /s/ Michael E. Haylon


	 	 	 
	PHOENIX LIFE AND REASSURANCE COMPANY OF NEW YORK




By:  /s/ Michael E. Haylon

	 	PHOENIX LIFE INSURANCE COMPANY







By:  /s/ Michael E. Haylon


	 	 	 
	PHOENIX NATIONAL TRUST HOLDING COMPANY




By:  /s/ John H. Beers

	 	PHOENIX NEW ENGLAND TRUST HOLDING COMPANY




By:  /s/ John H. Beers


	 	 	 
	PHOENIX REALTY EQUITY INVESTMENTS, INC.




By:  /s/ John H. Beers

	 	PHOENIX REALTY INVESTORS, INC.







By:  /s/ John H. Beers


	 	 	 
	PHOENIX VARIABLE ADVISORS, INC.







By:  /s/ John H. Beers

	 	PM HOLDINGS, INC.







By:  /s/ Michael E. Haylon


	 	 	 
	PRACTICARE, INC.







By:  /s/ John H. Beers

	 	PXP INSTITUTIONAL MARKETS GROUP, LTD.




By:  /s/ Glenn H. Pease









CAM\Agreements\0856 – with electronic signatures.doc














	 	 	 
	PXP SECURITIES CORP.







By:  /s/ Glenn H. Pease

	 	THE PHOENIX COMPANIES, INC.







By:  /s/ Michael E. Haylon


	 	 	 
	RUTHERFORD FINANCIAL CORPORATION




By:  /s/ Glenn H. Pease

	 	WS GRIFFITH SECURITIES, INC.







By:  /s/ John H. Beers


	 	 	 
	WS GRIFFITH ADVISORS, INC.







By:  /s/ John H. Beers

	 	 





CAM\Agreements\0856 – with electronic signatures.doc











EXHIBIT A




ADDENDUM




THIS ADDENDUM to the Amended and Restated Tax Allocation Agreement dated as of January 1, 2001, (the “Agreement”) by and among The Phoenix Companies, Inc. (“Parent”) and other parties to its consolidated return is effective as of _______, 20__ (the “Effective Date”)




The undersigned subsidiary or affiliate of Parent [becomes] [became] eligible on _____,  2____ to join in Parent’s consolidated federal tax return.  By executing this Addendum, such subsidiary or affiliate, agreeing to be bound by the terms of the Agreement, is made a party thereto effective as of the Effective Date.




IN WITNESS WHEREOF, the undersigned have executed this Addendum by their respective duly authorized officers,










[NEW PARTY]

THE PHOENIX COMPANIES, INC.













By:  _______________________

By:  /s/ John H. Beers

Its:  

Its:












CAM\Agreements\0856 – with electronic signatures.doc