AMENDED and RESTATED


Exhibit 10.4





AMENDED and RESTATED





TAX ALLOCATION AGREEMENT





This Agreement, executed as of the 1st day of January, 2001, by and among The Phoenix Companies, Inc. (“Parent”) and each of its undersigned subsidiaries:  




WITNESSETH:




WHEREAS, the parties hereto are members of an affiliated group (“Affiliated Group”) as defined in Internal Revenue Code Section 1504(a);




WHEREAS, Phoenix Home Life Mutual Insurance Company, a mutual life insurance company, organized under the laws of the State of New York, will convert from a mutual life insurance company into a stock life insurance company pursuant to a Plan of Reorganization under Section 7312 of the New York Insurance Law, as amended and restated on January 26, 2001 (the “Plan”);




WHEREAS, the Affiliated Group of which Phoenix Home Life Mutual Insurance Company is the common parent immediately prior to the consummation of the Plan, will remain in existence after the consummation of the Plan, with The Phoenix Companies, Inc. as the common parent;




WHEREAS, federal consolidated income tax returns have been filed by Phoenix Home Life Mutual Insurance Company for taxable years ending December 31, 1992, and for all subsequent taxable periods for which the Affiliated Group had been required to file a consolidated tax return, and the election to file a life-nonlife, consolidated income tax returns pursuant to Section 1504(c) of the Code will remain in effect after consummation of the Plan; and




WHEREAS, it is The Phoenix Companies, Inc.’s express purpose to comply with the principles of the New York Insurance Department’s Circular Letter No. 33 the existing Tax Allocation Agreement by and among Phoenix Home Life Mutual Insurance Company and its affiliated companies dated November 10, 1994 (the “Federal Tax Allocation Agreement”) is hereby amended and restated effective upon the demutualization of Phoenix Home Life Mutual Insurance Company (the “Plan Effective Date”);




NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:




(1)

Definitions




For purposes of this Agreement, the following terms are defined:




(a)

Parent:  The Phoenix Companies, Inc.

Federal EIN:  06-1599088.




(b)

Affiliated Group:  The Affiliated Group of corporations as defined in Section 1504(a) of the Internal Revenue Code of 1986 (the “Code”), of which The Phoenix Companies, Inc. is the common parent.














(2)


Following consummation of the Plan of Reorganization, The Phoenix Companies,
Inc., as the common parent of the Affiliated Group, shall file a federal
consolidated income tax return for each subsequent taxable period as required
under the Code.

(3)


Each subsidiary of The Phoenix Companies, Inc. shall execute and file such
consent elections, and other documents that may be required or appropriate for
the proper filing of such returns.  If during a consolidated return period
the Parent or any subsidiary acquires or organizes another corporation that is
required to be included in the consolidated return, then such corporation shall
join in and be bound by this Agreement.

(4)


To help assure the enforceable right of those members which are insurance
companies domiciled in the State of New York to recoup federal income taxes in
the event of future net losses, Parent shall establish and maintain an escrow
account consisting of assets eligible as an investment for such New York
domestic insurers, which account shall be in an amount equal to the excess of
the amount paid by such domestic insurers to the parent for federal income taxes
over the actual payment made by the Parent to the Internal Revenue Service on
behalf of such insurers.  Escrow assets may be released from the escrow
account at such time as the permissible period for loss carrybacks has
elapsed.




(5)


The tax liability or tax benefit for each member of the Affiliated Group shall
not be more than it would have paid if such member had filed on a separate
return basis.  Each member of the Affiliated Group shall be compensated for
any foreign tax credits, investments credits, losses or any loss carryover
(collectively herein referred to as “credits”) generated by it to the
extent actually used in the consolidated return.  Such compensation, which
shall equal the savings generated by such credits, shall be recorded on the
domestic insurers’ books as “contributed surplus”.  Once any
member of the Affiliated Group is compensated for its credits, it cannot sue
such credits in the calculation of its tax liability under the separate return
basis.  Any member’s credits which are not used in the consolidated
return and for which such member has not been paid shall be retained by such
member for possible future use.




(6)


It is the intent of this Agreement that where state and local income taxes
apply, this Agreement also applies.  Where applicable, each party to this
Agreement agrees to join as a member of any state unitary tax filing or state
combined tax filing of the Affiliated Group.  Each party to this Agreement
shall also file separate company state tax returns where appropriate.  The
total state and local tax return liability or benefit for every member of the
unitary, combined and separate company state tax filings shall be no more than
that it would have been if the member had filed on a separate return basis in
all state and local jurisdictions.  Every member of a unitary or combined
state tax filing will be compensated currently for any credits generated by it
to the extent actually utilized in the unitary or combined state tax returns.
 Any credits which are not used in a unitary or combined state tax return,
for which a member has not been compensated previously, shall be retained by
such member for possible future use.















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(7)

For any period in which the Affiliated Group incurs an alternative minimum tax liability, each member shall provide for alternative minimum tax as if it were filing on a separate company basis.  Members hall be compensated for alternative minimum tax losses to the extent they are used in the consolidated, unitary or combined returns.




(8)

For the purposes of this Agreement, a separate return is defined as a return completed by a member of the Affiliated Group as if it were and had been filing as a separate individual taxpayer.  Intercompany transactions which are deferred under a consolidated tax return filing will be recognized.




(9)

All settlements under this Agreement shall be made within 30 days of the filing of the applicable estimated or actual consolidated federal corporate income tax return with the Internal Revenue Service or other taxing authority.  All settlements shall be in cash or securities eligible as investments for such New York domestic insurers, at fair market value.




(10)

If taxable income, special deductions or credits reported in a consolidated federal income tax return are revised by the Internal Revenue Service or other appropriate authority, a recalculation of the tax liability for all parties to the Agreement shall be made.




(11)

A company will be treated as having withdrawn from the Agreement when that company cases to be a member of the Affiliated Group.  The Agreement shall be terminated if the Affiliated Group ceases to exist, is terminated for any reason whatsoever, or fails to file a consolidated federal tax return for any taxable year.




(12)

Notwithstanding the withdrawal of any party to this Agreement, this Agreement shall remain in effect as to such party with respect to all periods prior to such withdrawal where such party’s income is required to be included in the Affiliated Group’s consolidated returns.




(13)

In any tax year in which this Agreement is terminated, it shall remain in full force and effect with respect to all periods prior to termination in which the income of the parties was required to be included in a consolidated return.




(14)

This Agreement shall be binding upon and inure to the benefit of any successor, whether by statutory merger, acquisition of assets or otherwise, to any of the parties hereto, to the same extent as if the successor had been an original party to the Agreement.




(15)

This Agreement shall not be assignable by any party without the prior written consent of the other parties.




(16)

Disputes arising in the implementation of the terms and conditions of this Agreement shall be settled by arbitration before a panel of three arbitrators pursuant to the rules of the American Arbitration Association.


















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(17)

Notwithstanding its termination, all material including, but not limited to, returns, supporting schedules, workpapers, correspondence and other documents relating to the consolidated return shall be made available to any party to this Agreement during regular business hours.




(18)

This Agreement supersedes and replaces all prior tax allocation agreements signed by any member of the Affiliated Group for tax periods beginning after the demutualization, or if later, the date the member joined the Affiliated Group.




(19)

Notwithstanding anything in this Agreement to the contrary, the Federal Tax Allocation Agreement and the Connecticut Tax Allocation Agreement dated August 25, 1993, are each hereby terminated in all respects effective as of the Plan Effective Date, except that such agreements shall remain in full force and effect thereafter with respect to tax periods prior to such date.







IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives.







	
238 COLUMBUS BLVD., INC.




By:   /s/ Philip R. McLoughlin

	 	
PHOENIX LIFE AND ANNUITY COMPANY




By:   /s/ David W. Searfoss


	 	 	 
	
AMERICAN PHOENIX LIFE AND REASSURANCE COMPANY




By:   /s/ David R. Pellerin

	 	
PHOENIX LIFE AND REASSURANCE COMPANY OF NEW YORK




By:   /s/ David R. Pellerin


	 	 	 
	
BOA PROPERTIES, INC.




By:  /s/ Christopher M. Wilkos

	 	
PHOENIX NATIONAL INSURANCE COMPANY




By:  /s/ Gina Colopy O’Connell


	 	 	 
	
DPCM HOLDINGS, INC.







By:  /s/ William R. Moyer

	 	
PHOENIX NEW ENGLAND TRUST HOLDING COMPANY




By:  /s/ David Weston


	 	 	 
	
DUFF & PHELPS INVESTMENT MANAGEMENT CO.




By:  /s/ William R. Moyer

	 	
PHOENIX REALTY EQUITY INVESTMENTS, INC.




By:  /s/ Christopher M. Wilkos









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EUCLID ADVISERS, LLC




By:  /s/ William R. Moyer

	 	
PHOENIX REALTY GROUP, INC.




By:  /s/ Christopher M. Wilkos


	 	 	 
	
HLI MANAGEMENT CORPORATION




By:  /s/ Gerald Hayes

	 	
PHOENIX REALTY INVESTORS, INC.




By:   /s/ Christopher M. Wilkos


	 	 	 
	
INVERNESS MANAGEMENT LLC.





By:                      
                      
            
    





	 	
PHOENIX REALTY SECURITIES, INC.




By:   /s/ Christopher M. Wilkos


	 	 	 
	MAIN STREET MANAGEMENT COMPANY




By: /s/ Deborah H. Holden

	 	PHOENIX STRATEGIC CAPITAL CORPORATION




By:  /s/ John J. Solan, Jr.


	 	 	 
	PASADENA CAPITAL CORPORATION




By: /s/ Malcolm Axon

	 	PHOENIX VARIABLE ADVISORS, INC.




By: /s/ Simon Y. Tan


	 	 	 
	PHL ASSOCIATES INSURANCE AGENCY OF AL, INC.




By: /s/ Joseph E. Kelleher

	 	PHOENIX/ZWEIG ADVISERS, LLC







By: /s/ William R. Moyer


	 	 	 
	PHL ASSOCIATES INSURANCE AGENCY OF MA, INC.




By: /s/ Joseph E. Kelleher

	 	PM HOLDINGS, INC.







By:  /s/ Dona D. Young


	 	 	 
	PHL ASSOCIATES INSURANCE AGENCY OF NM, INC.




By: /s/ Joseph E. Kelleher

	 	PRACTICARE, INC.







By: /s/ Naomi Baline Kleinman








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	PHL ASSOCIATES OF OH, INC.




By:  /s/ Joseph E. Kelleher

	 	PXP INSTITUTIONAL MARKETS GROUP




By:  /s/ William R. Moyer


	 	 	 
	PHL ASSOCIATES OF TEXAS, INC.




By: /s/ Gina Colopy O’Connell

	 	QUALITY TRUST




By:  /s/ Dorothy K. Dropick


	 	 	 
	PHL ASSOCIATES, INC.




By: /s/ Joseph E. Kelleher

	 	PXP SECURITIES CORPORATION




By:  /s/ William R. Moyer


	 	 	 
	PHL VARIABLE INSURANCE COMPANY




By: /s/ Simon Y. Tan

	 	ROGER ENGEMANN & ASSOCIATES







By: /s/ Malcolm Axon


	 	 	 
	PHOENIX CAPITAL ADVISOR, INC.







By: /s/ Michael E. Haylon

	 	ROGER ENGEMANN MANAGEMENT COMPANY, INC.




By: /s/ Malcolm Axon


	 	 	 
	PHOENIX CHARTER OAK TRUST COMPANY




By: /s/ David Weston

	 	RUTHERFORD FINANCIAL CORPORATION







By:  /s/ Nancy Engberg


	 	 	 
	PHOENIX DISTRIBUTION HOLDING COMPANY




By: /s/ Dona D. Young

	 	THE PHOENIX COMPANIES, INC.







By: /s/ David W. Searfoss


	 	 	 
	PHOENIX EQUITY PLANNING CORPORATION




By: /s/ William R. Moyer

	 	WS GRIFFITH ADVISORS, INC.







By: /s/ Richard Keidan









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	PHOENIX FOUNDERS, INC.







By: /s/ Christopher M. Wilkos

	 	W.S. GRIFFITH INSURANCE AGENCY OF AL, INC.




By: /s/ Richard Keidan


	 	 	 
	PHOENIX GLOBAL SOLUTIONS, INC.







By: /s/ Richard R. Paton

	 	W.S. GRIFFITH INSURANCE AGENCY OF MA, INC.




By:  /s/ Richard Keidan


	 	 	 
	PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY




By: /s/ Dona D. Young

	 	W.S. GRIFFITH INSURANCE AGENCY OF NM, INC.




By: /s/ Richard Keidan


	 	 	 
	PHOENIX INTERNATIONAL CAPITAL CORPORATION




By: /s/ Signature Illegible

	 	W.S. GRIFFITH INSURANCE AGENCY OF OH, INC.




By: /s/ Richard Keidan


	 	 	 
	PHOENIX INVESTMENT COUNSEL, INC.




By: /s/ William R. Moyer

	 	W.S. GRIFFITH INSURANCE AGENCY OF TX, INC.




By: /s/ Gina Colopy O’Connell


	 	 	 
	PHOENIX INVESTMENT MANAGEMENT COMPANY




By: /s/ Dona D. Young

	 	W.S. GRIFFITH & CO., INC.







By:  /s/ Richard Keidan


	 	 	 
	PHOENIX INVESTMENT PARTNERS, LTD.




By: /s/ William R. Moyer

	 	 










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