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                                                                    EXHIBIT 10.5


                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY

                               EXCESS BENEFIT PLAN

                As amended and restated effective January 1, 1988
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                  ARTICLE I. PURPOSE: AMENDMENT AND RESTATEMENT

         1.1      Purpose. The Employer adopted effective January 1, 1976 an
Excess Benefit Plan (hereinafter referred to as the Plan) for the sole purpose
of providing benefits for certain participants in the Employee Pension Plan in
excess of the limitations imposed by Section 415 of the Internal Revenue Code.

         1.2      Amendment and Restatement. The Employer hereby amends and
restates the Plan in its entirety effective January 1, 1988.

                             ARTICLE II. DEFINITIONS

         2.1      "Administrator" shall mean the same person or persons serving
as the Plan Administrator for the Employee Pension Plan appointed by the Benefit
Plans Committee as provided in the Employee Pension Plan.

         2.2      "Beneficiary" shall mean the Beneficiary designated under the
Employee Pension Plan, except that the Participant may designate a Beneficiary
hereunder by delivering to the Administrator a written designation of
Beneficiary specifically made with respect to this Plan.

         2.3      "Benefit Plans Committee" shall mean the named fiduciary of
the Employee Pension Plan appointed by the Employer as provided in the Employee
Pension Plan.

         2.4      "Code" shall mean the Internal Revenue Code of 1986, as it may
be amended from time to time, and the rules and regulations promulgated
thereunder.

         2.5      "Effective Date" shall mean January 1, 1976. The Effective
Date of this amendment and restatement of the Plan shall mean January 1, 1988.

         2.6      "Employee Pension Plan" shall mean the Phoenix Home Life
Mutual Insurance Company Employee Pension Plan, a defined benefit pension plan
maintained by the Employer, as it may be amended from time to time.

         2.7      "Participant" shall mean an employee of the Employer who is
participating in the Employee Pension Plan and whose benefit under the Employee
Pension Plan is reduced by reason of the application of Section 415 of the Code.

         2.8      "Plan" shall mean the Excess Benefit Plan as is set forth in
this document as it may be amended from time to time.
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         Unless the context otherwise indicates, words and phrases capitalized
and not otherwise defined herein are terms defined in the Employee Pension Plan
and have the same meaning ascribed to them under the Employee Pension Plan.

                            ARTICLE III. ELIGIBILITY

         3.1      Eligibility. To receive a benefit, a Participant or his
Beneficiary must qualify for a benefit under the Employee Pension Plan, the
amount of which is reduced by reason of the application of the limitations set
forth in Section 415 of the Code. Notwithstanding the foregoing to the contrary,
Former Home Life Employees shall not be eligible to participate in this Excess
Benefit Plan until January 1, 1993

                     ARTICLE IV. BENEFITS: PAYMENT: VESTING

         4.1      Benefits. The benefits under this Plan to which an eligible
Participant or the Participant's Beneficiary shall be entitled, shall be an
amount equal to the difference, if any, between (a) and (b) below:

         (a)      The benefit to which the Participant would be entitled under
the Employee Pension Plan if such benefit were computed without the restrictions
or the limitations imposed by Section 415 of the Code, as now or hereafter in
effect;

         less

         (b)      The amount of benefit payable under the Employee Pension Plan.

         The amount of benefit so determined shall, be subject to such
adjustments as the Administrator, from time to time, deems appropriate to
reflect changes in the application of the limitations imposed by said Section
415, which would cause a restriction or limitation of benefits with respect to
the computation of benefits under the Employee Pension Plan.

         Benefits payable under this Excess Benefit Plan are subject to cost of
living adjustments as described in the Employee Pension Plan.

         To the extent that this section 4.1 requires the determination of the
amount of benefit payable under the Employee Pension Plan, only the benefit
payable with respect to Service of the credited on and after January 1, 1993
shall be taken into account for purposes calculating benefit payable under this
Plan to a Former Home Life Employee.


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         4.2      Payment of Benefits.

         (a)      The payment of benefits to which a Participant or Beneficiary
shall be entitled under this Plan shall be made in the same form and manner and
at the same time as is applicable or elected under the Employee Pension Plan.

         (b)      Any benefit payable under the Employee Pension Plan shall be
solely in accordance with the terms and provisions thereof, and nothing in this
Plan shall operate or be construed in any way to modify, amend or affect the
terms and provisions of the Employee Pension Plan.

         (c)      Nothing contained in this Plan is intended to give or shall
give or former spouse of a Participant or any other person any right to benefits
under the Plan by virtue of Code Sections 401 (a)(11) and 417 (relating to
qualified pre-retirement survivor annuities and qualified joint and survivor
annuities) or Code Sections 401(a)(13)(B) and 414(p) (relating to qualified
domestic relations orders).

         (d)      The provisions of the Employee Pension Plan concerning
suspension of benefits upon re-employment are applicable to the benefits payable
under this Excess Benefit Plan.

         4.3 Vesting/Forfeiture of Benefits.


         (a)      No Participant under this Excess Benefit Plan shall have a
vested (non-forfeitable) interest under this Plan until he or she is retired
under the Employee Pension Plan.

         (b)      No Spouse or Beneficiary of such Participant shall have a
vested (non-forfeitable) interest under this Excess Benefit Plan until such
Spouse or Beneficiary becomes eligible for benefits under the Employee Pension
Plan.

                         ARTICLE V. CLAIMS FOR BENEFITS

         5.1      Claims for Benefits.


         (a)      The Administrator shall grant or deny any application for
benefits under this Plan after a fair and impartial review of the facts. The
Administrator is authorized to request such information as it deems necessary to
ascertain the validity of any application. The Administrator must notify the
applicant in writing of the action taken regarding such application for benefits
within 90 days following the receipt of such application. If a claim presents
special circumstances, the Administrator may take longer than 90 days, but in no
event longer than 180 days. If such an extension of time is required, written
notice of the extension will be given to the applicant prior to the termination
of the initial 90-day period indicating the special circumstances requiring the



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extension of time and the date by which the Administrator expects to reach a
decision. In the event of a denial of benefits, the Administrator shall give
written notice to the applicant which shall include the reasons for the denial,
references to the provisions of this Plan on which the denial is based, a
description of any additional material or information which might be required
and an explanation of why such material or information is necessary, and an
explanation of the review procedures. The applicant may request such a review by
filing a written request for review within 60 days following receipt of the
denial. The applicant may, in connection with such review, review documents
pertinent to the applicant's claim and submit issues and comments in writing to
the Administrator. The applicant shall receive a full and fair review of the
denied claim. The decision on review shall be made by the Administrator within
60 days following the receipt of the request for review or, if special
circumstances so require, within 120 days following the receipt of the request
for review. If such an extension of time for review is required because of
special circumstances, written notice of the extension will be given to the
applicant before commencement of the extension. Decisions shall be in writing
and shall include specific reasons for the decision, written in a manner
calculated to be understood by the applicant, as well as specific references to
the pertinent provisions of the Plan on which the decision is based.

         (b)      Any payment to any Participant, or to such Participant's legal
representative or Beneficiary, in accordance with the provisions of this Plan,
shall be in full satisfaction of all claims hereunder against the Employer. The
Administrator may require such Participant, legal representative, or
Beneficiary, as a condition precedent to such payment, to execute a receipt and
release therefor in such form as it shall determine. If the Administrator shall
receive evidence satisfactory to the Administrator that any payee under this
Plan is a minor, or is legally, physically, or mentally incompetent to receive
and to give valid release for any payment due him or her under this Plan, any
such payment, or any part thereof, may, unless claim therefor shall have been
made to the Administrator by a duly appointed executor, administrator, guardian,
committee, or other legal representative of such payee, be paid by the
Administrator to such payee's spouse, child, parent or other blood relative, or
to any person, persons or institutions deemed by the Administrator to have
incurred expense for or on behalf of such payee, and any payment so made shall,
to the extent thereof, be in full settlement of all liability in respect of such
payee. If a dispute arises as to the proper recipient of any payments, the
Administrator in its sole discretion may withhold or cause to be withheld such
payments until the dispute shall have been determined by a court of competent
jurisdiction or shall have been settled by the parties concerned.

         If any benefits payable under this Plan to a Participant, or to such
Participant's legal representative or Beneficiary, cannot be paid by reason that
such person cannot be located for three (3) years after reasonable efforts have
been made to locate such person, the Administrator may declare such benefits
forfeited and return such benefits to the Employer; provided, however, that in
the event such Participant, or such Participant's

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legal representative or Beneficiary, is subsequently located or files a claim
for benefits, such amount plus interest shall be reinstated to the Participant's
account for the benefit of such Participant, or such Participant's legal
representative or Beneficiary, as the case may be.

                      ARTICLE VI. AMENDMENT AND TERMINATION

         6.1      Amendment. The Benefit Plans Committee shall have the right to
amend this Plan at any time and from time to time, including a retroactive
amendment, by resolution adopted by it at a meeting duly called or by unanimous
written consent in accordance with the Employer's Articles of Incorporation,
Bylaws and applicable law. Any such amendment shall become effective upon the
date stated therein, and shall be binding on all Participants and Beneficiaries,
except as otherwise provided in such amendment; provided, however that said
amendment shall not adversely affect benefits payable to a Participant or
Beneficiary where the cause giving rise to such benefit (e.g., retirement) has
already occurred.

         6.2      Termination of the Plan. The Employer has established this
Plan with the bona fide intention and expectation that from year to year it will
deem it advisable to continue it in effect. However, the Employer, in its sole
discretion, reserves the right to terminate the Plan in its entirety at any time
without the consent of any Participant; provided, however, that in such event,
benefits shall not be affected where the cause giving rise to such benefit (e.g.
retirement) has already occurred. All other benefits accrued hereunder shall
immediately be forfeited. Any such termination shall be accomplished by
resolution of the Benefit Plans Committee adopted at a meeting duly called or by
unanimous written consent in accordance with the Employer's Articles of
Incorporation, Bylaws and applicable law.

                     ARTICLE VII. SOURCE OF BENEFIT PAYMENTS

         This Plan is an unfunded plan. All benefits hereunder will be paid from
the general unrestricted assets of the Employer. To the extent that any person
acquires a right to payment under this Plan, such right shall be no greater than
that of any unsecured general creditor of the Employer.

                             ARTICLE VIII. GENERAL

         8.1      To the extent permitted by law, the right of any Participant
or Beneficiary to any benefit or payment hereunder shall not be subject in any
manner to attachment or other legal process, and no such benefit or payment
shall be subject to anticipation, alienation, sale, transfer, assignment, or
encumbrance.

         8.2      The Administrator shall have full and exclusive authority to
determine all questions, both interpretive and factual, arising under the Plan,
including without

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limitation, questions relating to eligibility to participate in and receive
benefits under the Plan.

         8.3      This Plan shall be governed by and construed in accordance
with the laws of the State of Connecticut other than and without reference to
any provisions of such laws regarding choice of laws or conflict of laws, to the
extent such laws are not pre-empted by the Employee Retirement Income Security
Act of 1974, as amended.

         8.4      The establishment of this Plan shall not be construed as
giving to any Participant, employee or any person whomsoever, any legal,
equitable or other rights against the Employer, or its officers, directors,
agents or shareholders, or as giving to any Participant or Beneficiary any
interest in the assets or business of the Employer or giving any employee the
right to be retained in the employment of the Employer. All employees and
Participants shall be subject to discharge to the same extent they would have
been if this Plan had never been adopted.

         IN WITNESS WHEREOF the Employer has caused this Plan to be signed by
its duly appointed officer this 21st day of December, 1994.



                                   Phoenix Home Life Mutual Insurance Company

                                   /s/    Robert W. Fiondella
                                   ____________________________________________
                                   By:    Robert W. Fiondella its President and
                                          Chief Executive Officer


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