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                                                                    Exhibit 10.2



                           THE PHOENIX COMPANIES, INC.
                              STOCK INCENTIVE PLAN

                                   ARTICLE I.
                                     PURPOSE

         The purpose of the "THE PHOENIX COMPANIES, INC. STOCK INCENTIVE PLAN"
as it may be amended from time to time (the "Plan") is to foster and promote the
long-term financial success of the Company and materially increase shareholder
value by (a) motivating superior performance by means of performance-related
incentives, (b) encouraging and providing for the acquisition of an ownership
interest in the Company by the Company's and its Subsidiaries' employees and
Agents, and (c) enabling the Company to attract and retain the services of an
outstanding management team upon whose judgment, interest, and special effort
the successful conduct of its operations is largely dependent.

                                   ARTICLE II.
                                   DEFINITIONS

         2.1 Definitions. Whenever used herein, the following terms shall have
the respective meanings set forth below:

         (a) "Act" means the Securities Exchange Act of 1934, as amended.

         (b) "Agent" means an "insurance agent" as defined in Section 2101of the
         New York Insurance Law and who also is treated by the Company as a
         "statutory employee" as defined under applicable provisions of the
         Code.

         (c) "Approved Retirement" means termination of a Participant's
         employment (i) on or after the normal retirement date or (ii) with the
         Committee's approval, on or after any early retirement date established
         under any retirement plan maintained by the Company or a Subsidiary and
         in which the Participant participates; provided that in each case, the
         Committee may require, as a condition to a Participant's retirement
         being an "Approved Retirement" for purpose of the Plan, that the
         Participant enter into a general release of claims, non-solicitation
         and/or non-competition agreement in form and substance satisfactory to
         the Company.

         (d) "Board" means the Board of Directors of the Company.

         (e) "Cause means

                  (i)      the willful failure by the Participant to perform
                           substantially his duties as an Employee of the
                           Company (other than due to physical or mental
                           illness) after reasonable notice to the Participant
                           of such failure.

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                  (ii)     The Participant's engaging in serious misconduct that
                           is injurious to the Company or any Subsidiary in any
                           way, including, but not limited to, by the way of
                           damage to their respective reputations or standings
                           in their respective industries.

                  (iii)    The Participant's having been convicted of, or having
                           entered a plea of nolo contendere to, a crime that
                           constitutes a felony or;

                  (iv)     The breach by the Participant of any written covenant
                           or agreement with the Company or any Subsidiary not
                           to disclose or misuse any information pertaining to,
                           or misuse any property of, the Company or any
                           Subsidiary or not to compete or interfere with the
                           Company or any Subsidiary.

         (f) "Change of Control" shall be deemed to have occurred upon the first
         occurrence of any of the following events:

                  (i) the occurrence of such a change in control of the
                  direction and administration of the Company's business as
                  would be required to be reported in response to Item 6(e) of
                  Schedule 14A of Regulation 14A promulgated under the
                  Securities Exchange Act of 1934, as amended (the "Exchange
                  Act"), as in effect on the date hereof and any successor
                  provision of the regulations under the Exchange Act, if the
                  Company were required at the time of such occurrence to report
                  under such provisions (whether or not the Company is subject
                  to the reporting provisions of Section 12 of the Exchange Act
                  and to such reporting requirement); or

                  (ii) if the individuals who, at the beginning of the period
                  commencing two (2) years earlier, constituted the Company's
                  Board of Directors cease for any reason to constitute at least
                  a majority of the Company's Board of Directors; provided,
                  however that any person who is a Continuing Director (as
                  hereinafter defined) for this purpose shall be deemed to have
                  been a member of the Board of Directors on the first day of
                  such two (2) year period; or

                  (iii) the Company or Board of Directors shall approve a sale
                  of all or substantially all of the assets of the Company and
                  such transaction shall have been consummated; or

                  (iv) if 25% or more of the combined voting power of the
                  Company's securities are acquired by an individual or entity
                  other than the Company, any Subsidiary or any employee benefit
                  plan sponsored by the Company or a Subsidiary, or

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                                                            Stock Incentive Plan
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                  (v) at any date after the date hereof, the Company is
                  voluntarily or involuntarily dissolved or liquidated or
                  otherwise ceases business operation; or

                  (vi) the Company's Board of Directors shall approve any
                  merger, consolidation or like business combination or
                  reorganization of the Company as the case may be, such
                  transaction shall have been consummated and a majority of the
                  individuals who constituted directors of the Company on the
                  day the Board of Directors approved such transaction cease for
                  any reason, at any time within two (2) years after the
                  consummation of such transaction, to constitute a majority of
                  such Board of Directors or, board of directors of any
                  successor company resulting from such merger, consolidation,
                  or like business combination or reorganization.

         (g) "Change of Control Price" means the highest price per share of
         Common Stock offered in conjunction with any transaction resulting in a
         Change of Control (as determined in good faith by the Committee if any
         part of the offered price is payable other than in cash) or, in the
         case of a Change of Control occurring solely by reason of a change in
         the composition of the Board, the highest Fair Market Value of the
         Common Stock on any of the 30 trading days immediately preceding the
         date on which a Change of Control occurs.

         (h) "Code" means the Internal Revenue Code of 1986, as amended.

         (i) "Committee" means the Compensation Committee of the Board or such
         other Committee of the Board as the Board shall designate from time to
         time, which Committee shall consist of two or more members, each of
         whom shall be a "Non-Employee Director" within the meaning of Rule
         16b-3 (or any successor rule thereto), as promulgated under the Act,
         and an "outside director" within the meaning of section 162(m) of the
         Code and the Treasury Regulations promulgated thereunder.

         (j) "Common Stock" means the common stock of the Company, par value
         $0.01 per share.

         (k) "Company" means The Phoenix Companies, Inc., a Delaware
         corporation, and any successor thereto.

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                                                            Stock Incentive Plan
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         (l) "Continuing Directors" mean (i) the directors of the Company in
         office on the date hereof (ii) any successor to any such directors, and
         (iii) any additional directors, who (A) after the date hereof were
         nominated or selected by a majority of the Continuing Directors in
         office at the time of their nomination or selection (other than any
         such nomination or selection of an individual as a director of the
         Company or any successor to the Company who were so nominated or
         selected in connection with the settlement of a threatened or actual
         proxy contest, a proposed or consummated merger, consolidation or like
         business combination or reorganization of the Company.

         (m) "Demutualization" means the demutualization of Phoenix Home Life
         Mutual Insurance Company pursuant to a plan of reorganization approved
         by the New York State Superintendent of Insurance under Section 7312 of
         the New York Insurance Law.

         (n) "Directors Plan" means the Company's Directors Stock Plan, as the
         same may be amended from time to time.

         (o) "Disability" has the meaning given in the Company's long-term
         disability insurance policy or program as in effect from time to time.

         (p) "Employee" means any officer or other employee of the Company,
         Phoenix Life Insurance Company or any Subsidiary (as determined by the
         Committee in its sole discretion); provided, however, that with respect
         to Incentive Stock Options, "Employee" means any person who is
         considered an employee of the Company or any Subsidiary for purposes of
         Treasury Regulation Section 1.421-7(h).

         (q) "Fair Market Value" means, on any date, the closing prices of the
         Common Stock as reported in the principal consolidated transaction
         reporting system for the New York Stock Exchange (or on such other
         recognized quotation system on which the trading prices of the Common
         Stock are quoted at the relevant time) on such date. In the event that
         there are no Common Stock transactions reported on such tape (or such
         other system) on such date, Fair Market Value shall mean the closing
         price on the immediately preceding date on which Common Stock
         transactions were so reported.

         (r) "Family Member" means, as to a Participant, any (i) child,
         stepchild, grandchild, parent, stepparent, grandparent, spouse,
         sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
         brother-in-law, or sister-in-law (including adoptive relationships), of
         such Participant, (ii) trust for the exclusive benefit of any of such
         persons and (iii) other entity owned solely by such persons.

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                                                            Stock Incentive Plan
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         (s) "Initial Public Offering" means the first day as of which sales of
         Common Stock are made to the public pursuant to the first underwritten
         public offering of the Common Stock.

         (t) "Option" means the right to purchase Common Stock at a stated price
         for a specified period of time. For purposes of the Plan, an Option may
         be either (i) an "Incentive Stock Option" (ISO) within the meaning of
         Section 422 of the Code or (ii) an option which is not an Incentive
         Stock Option (a "Nonstatutory Stock Option"(NSO).

         (u) "Participant" means any Employee or Agent designated by the
         Committee to participate in the Plan.

         (v) "Subsidiary" means any corporation or partnership in which the
         Company owns, directly or indirectly, 50% or more of the total combined
         voting power of all classes of stock of such corporation or of the
         capital interest or profits interest of such partnership.

         2.2 Gender and Number. Except when otherwise indicated by the context,
words in the masculine gender used in the Plan shall include the feminine
gender, the singular shall include the plural, and the plural shall include the
singular.

                                  ARTICLE III.
                          ELIGIBILITY AND PARTICIPATION

         Participants in the Plan shall be those Employees or Agents selected by
the Committee to be granted Options pursuant to Article VI.

                                   ARTICLE IV.
                             POWERS OF THE COMMITTEE

         4.1 Power to Grant. The Committee shall determine the Participants to
whom Options shall be granted and the terms and conditions of any and all such
Options. The Committee may establish different terms and conditions for
different Participants and for the same Participant for each Option such
Participant may receive, whether or not granted at different times.
Notwithstanding any other contrary provision in the Plan, Options shall not be
granted prior to the first anniversary of the Initial Public Offering.

         4.2 Certain Rules Relating to Grants.

         (a)      Maximum Individual Grants. During any consecutive five-year
                  period, no individual Participant may be granted Options to
                  acquire more than 5% of the total shares available under the
                  Plan.
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                                                            Stock Incentive Plan
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         (b)      Cumulative Grant Limits. The maximum number of Options
                  (expressed as a percentage of the total number of shares
                  available under the Plan as set forth in Section 5.1) that may
                  be awarded, on a cumulative basis (but excluding any
                  forfeited, canceled or expired Options), shall be as follows:

                           prior to the second anniversary of the        75%
                                                                         --
                           Plan Effective Date

                           prior to the third anniversary of the         85%
                                                                         --
                           Plan Effective Date

                           prior to the fourth anniversary of the        100%
                                                                         ---
                           Plan Effective Date

         (c) Repricing or Substitution of Options. The Committee shall not have
         the right to reprice outstanding Options or to grant new Options under
         the Plan in substitution for or upon the cancellation of Options
         previously granted.

         4.3 Administration.

         (a) Rules, Interpretations and Determinations. The Plan shall be
         administered by the Committee. The Committee shall have full authority
         to interpret and administer the Plan, to adopt, amend, and rescind
         rules relating to the Plan, to provide for conditions deemed necessary
         or advisable to protect the interests of the Company, to construe the
         respective option agreements and to make all other determinations
         necessary or advisable for the administration and interpretation of the
         Plan in order to carry out its provisions and purposes; provided,
         however, that prior to the fifth anniversary of the Demutualization, no
         adoption of any material rule, and no material amendment of any such
         rule, and no rescission of any material rule relating to this Plan,
         shall become effective unless the Company shall have notified the New
         York State Insurance Department in writing of its intention thereof and
         delivered a copy of any such proposed adoption, amendment or rescission
         at least 60 days prior to the proposed effective date thereof, or such
         shorter time as it may permit, and it has not disapproved such adoption
         amendment or recession within such period. Determinations,
         interpretations, or other actions made or taken by the Committee shall
         be final, binding, and conclusive for all purposes and upon all
         persons, unless such determination, interpretation or action is
         inconsistent with or contrary to any determination by the New York
         State Insurance Department in accordance with this Plan, in which case
         the Committee's determination, interpretation or action shall be void
         as of the date of the Department's determination. It is hereby provided
         that, prior to any such determination by the New York State Insurance
         Department, the Company will be provided with written notice thereof
         and a reasonable opportunity to respond to such determination by the
         Department.
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                                                            Stock Incentive Plan
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         (b) Agents and Expenses. The Committee may appoint agents (who may be
         officers or employees of the Company) to assist in the administration
         of the Plan and may grant authority to such persons to execute
         agreements or other documents on its behalf. The Committee may employ
         such legal counsel, consultants and agents as it may deem desirable for
         the administration of the Plan and may rely upon any opinion received
         from any such counsel or consultant and any computation received from
         any such consultant or agent. All expenses incurred in the
         administration of the Plan, including, without limitation, for the
         engagement of any counsel, consultant or agent, shall be paid by the
         Company.

         4.4 Delegation of Authority. The Committee may delegate its duties,
powers and authorities under the Plan to the Company's Chief Executive Officer
with respect to individuals who are below the position of Senior Vice President
(or analogous title), pursuant to such conditions or limitations as the
Committee may establish; provided that only the Committee or the Board may
select, and grant Options to, Participants who are subject to Section 16 of the
Act. Notwithstanding the foregoing, in no event shall the Chief Executive
Officer grant (i) Options which, in the aggregate, represent more than 1.5% of
the total number of shares authorized for issuance under the Plan or (ii) to any
single Participant in any twelve-month period more than 5% of the total number
of shares that the Chief Executive Officer is authorized to grant. The Chief
Executive Officer shall report periodically to the Committee regarding the
nature and scope of the Options granted pursuant to the authority granted to him
under this Section 4.4.

                                   ARTICLE V.
                              STOCK SUBJECT TO PLAN

         5.1 Number.

         (a) Subject to the provisions of Section 5.3 hereof, with respect to
         any person who on April 17, 2000 was, or at any time thereafter became
         or becomes, an officer, director, employee or Agent of the Company
         and/or any of its Subsidiaries other than Phoenix Investment Partners,
         Ltd. ("PXP")(including, without limitation, any such officer, director,
         employee or Agent who on April 17, 2000 was also, or at any time
         thereafter also became or becomes an officer, director or employee of
         PXP), the aggregate number of shares of Common Stock that are or may be
         subject to Options under the Plan, when added to the aggregate number
         of shares of Common Stock that are or may be subject to options or
         other grants under the Directors Plan, shall not exceed 5% of the total
         number of the total number of shares of Common Stock outstanding
         immediately after the Initial Public Offering.

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                                                            Stock Incentive Plan
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         (b) Subject to the provisions of Section 5.3 hereof, with respect to
         any officer or employee of PXP (excluding any such person included in
         paragraph (a) of this Section 5.1), the aggregate number of shares of
         Common Stock issuable under the Plan shall not exceed 1% of the total
         number of Shares outstanding immediately after the Initial Public
         Offering. For the avoidance of doubt, no non-employee director of PXP
         may receive any shares of Common Stock or options under the Plan or the
         Directors Plan as a consequence of his or her position as a
         non-employee director of PXP.

         (c) Without limitation of paragraphs (a) and (b) of this Section 5.1,
         the terms and conditions of equity compensation granted to officers and
         employees of PXP under the Plan shall be no more favorable than the
         terms and conditions of equity compensation previously granted to
         officers and employees of PXP in the year 2000.

         (d) The shares to be delivered under the Plan may consist, in whole or
         in part, of treasury Common Stock or authorized but unissued Common
         Stock, not reserved for any other purpose.

         5.2 Canceled, Terminated, or Forfeited Options. Any shares of Common
Stock subject to an Option which for any reason is canceled, terminated or
otherwise settled without the issuance of any Common Stock (including, but not
limited to, shares tendered to exercise outstanding Options or shares tendered
or withheld for taxes) shall again be available for Options under the Plan.

         5.3 Adjustment in Capitalization. In the event of any Common Stock
dividend or Common Stock split, recapitalization (including, but not limited, to
the payment of an extraordinary dividend), merger, consolidation, combination,
spin-off, distribution of assets to stockholders (other than ordinary cash
dividends), exchange of shares, or other similar corporate change, the aggregate
number of shares of Common Stock available for Options under Section 5.1 or
subject to outstanding Options and the respective exercise prices applicable to
outstanding Options shall be appropriately adjusted by the Committee and the
Committee's determination shall be conclusive, unless such determination is
inconsistent with or contrary to any determination by the New York State
Insurance Department in accordance with this Plan, in which case the Committee's
determination shall be void as of the date of the Department's determination. It
is hereby provided that, prior to any such determination by the New York State
Insurance Department, the Company will be provided with written notice thereof
and a reasonable opportunity to respond to such determination by the Department.
It is hereby further provided, however, that no adjustment shall occur by reason
of the issuance of Common Stock in accordance with the Demutualization and that
any fractional shares resulting from any such adjustment shall be disregarded.

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                                   ARTICLE VI.
                                  STOCK OPTIONS

         6.1 Grant of Options. Subject to the provisions of Section 4.1, Options
may be granted to Participants at such time or times as shall be determined by
the Committee. Options granted under the Plan may be of two types: (a) Incentive
Stock Options and (b) Nonstatutory Stock Options. Except as otherwise provided
herein, the Committee shall have complete discretion in determining the number
of Options, if any, to be granted to a Participant. Each Option shall be
evidenced by an Option agreement that shall specify the type of Option granted,
the exercise price, the duration of the Option, the number of shares of Common
Stock to which the Option pertains, and such other terms and conditions as the
Committee shall determine which are not inconsistent with the provisions of the
Plan. Notwithstanding the foregoing, any Options granted to a Participant who is
an Agent shall comply with the provisions of Section 4228 of the New York
Insurance Law and any regulations thereunder. Notwithstanding any other contrary
provision of the Plan, no Options shall be granted prior to the first
anniversary of the Initial Public Offering.

         6.2 Option Price. Nonstatutory Stock Options and Incentive Stock
Options granted pursuant to the Plan shall have an exercise price no less than
the Fair Market Value of a share of Common Stock on the date the Option is
granted.

         6.3 Exercise of Options. One third of each Nonstatutory Stock Option or
Incentive Stock Option granted pursuant to the Plan shall become exercisable on
each of the first three (3) anniversaries of the date such Option is granted;
provided that in no event shall any Option be or become exercisable hereunder
prior to the second anniversary of the Initial Public Offering and, if and to
the extent this proviso limits the exercisability of any Option, the portion so
limited shall become exercisable on such second anniversary; provided, further,
that the Committee may at the time of grant establish longer periods of service
for Options to become exercisable and may establish performance-based criteria
for exercisability. Subject to the provisions of Article VII, once any portion
of any Option has become exercisable it shall remain exercisable for its full
term. The Committee shall determine the term of each Nonstatutory Stock Option
or Incentive Stock Option granted, but in no event shall any such Option be
exercisable for more than ten (10) years after the date on which it is granted.

         6.4 Payment. The Committee shall establish procedures governing the
exercise of Options. No shares shall be delivered pursuant to any exercise of an
Option unless arrangements satisfactory to the Committee have been made to
assure full payment of the Option price therefor. Without limiting the
generality of the foregoing, payment of the Option price may be made (a) in cash
or its equivalent, (b) by exchanging shares of Common Stock owned by the
optionee which are not the subject of any pledge or other security interest, (c)
through an arrangement with a broker approved by the Company whereby payment of
the exercise price is accomplished with the proceeds of the sale of Common Stock
or (d) by any combination of the foregoing; provided that the combined

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value of all cash and cash equivalents paid and the Fair Market Value of any
such Common Stock so tendered to the Company, valued as of the date of such
tender, is at least equal to such Option price.

         6.5 Incentive Stock Options. Notwithstanding anything in the Plan to
the contrary, no Option that is intended to be an Incentive Stock Option may be
granted after the tenth anniversary of the effective date of the Plan and no
term of this Plan relating to Incentive Stock Options shall be interpreted,
amended or altered, nor shall any discretion or authority granted under the Plan
be exercised, so as to disqualify the Plan under Section 422 of the Code, or,
without the consent of any Participant affected thereby, to disqualify any
Incentive Stock Option under such Section 422.

                                  ARTICLE VII.
                            TERMINATION OF EMPLOYMENT

        7.1 Termination of Employment Due to Death. In the event a Participant's
employment terminates by reason of death, any Options granted to such
Participant shall become immediately exercisable in full and may be exercised by
the Participant's designated beneficiary, and if none is named, in accordance
with Section 10.2, at any time prior to the expiration of the term of the
Options or within five (5) years (or such shorter period as the Committee shall
determine at the time of grant) following the Participant's death, whichever
period is shorter.

         7.2 Termination of Employment Due to Disability or Approved Retirement.
In the event a Participant's employment terminates by reason of Disability or
Approved Retirement, any Options granted to such Participant which are then
outstanding shall continue to become exercisable in accordance with Section 6.3
notwithstanding such termination of employment and may be exercised by the
Participant or the Participant's designated beneficiary, and if none is named,
in accordance with Section 10.2, at any time prior to the expiration date of the
term of the Options or within five (5) years (or such shorter period as the
Committee shall determine at the time of grant) following the Participant's
termination of employment, whichever period is shorter.

         7.3 Certain Divestitures, etc. In the event that a Participant's
employment is terminated in connection with a sale, divestiture, spin-off or
other similar transaction involving a Subsidiary, division or business segment
or unit, the Committee may provide at the time of grant or otherwise that all or
any portion of any Options granted to such Participant which are then
outstanding shall become exercisable in accordance with Section 6.3
notwithstanding such termination of employment and may be exercised by the
Participant or the Participant's designated beneficiary, and if none is named,
in accordance with Section 10.2, at any time prior to the expiration date of the
term of the Options or within three (3) years (or such shorter period as the
Committee shall determine at or following the time of grant) following the
Participant's termination of employment, whichever period is shorter.

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         7.4 Termination of Employment for Cause. In the event a Participant's
employment is terminated for Cause, any Options granted to such Participant that
are then not yet exercised shall be forfeited.

         7.5 Termination of Employment for Any Other Reason. Unless otherwise
determined by the Committee at or following the time of grant, in the event the
employment of the Participant shall terminate for any reason other than one
described in Section 7.1, 7.2, 7.3 or 7.4, any Options granted to such
Participant which are exercisable at the date of the Participant's termination
of employment may be exercised at any time prior to the expiration of the term
of the Options or the thirtieth day following the Participant's termination of
employment, whichever period is shorter, and any Options that are not
exercisable at the time of termination of employment shall be forfeited.

                                  ARTICLE VIII.
                                CHANGE OF CONTROL

         8.1 Accelerated Vesting and Payment. Subject to the provisions of
Section 8.2, in the event of a Change of Control each Option shall be fully
exercisable regardless of the exercise schedule otherwise applicable to such
Option and, in connection with such a Change of Control, the Committee may, in
its discretion, provide that each Option shall, upon the occurrence of such
Change of Control, be canceled in exchange for a payment in an amount equal to
the excess, if any, of the Change of Control Price over the exercise price for
such Option.

         8.2 Alternative Awards. Notwithstanding Section 8.1, no cancellation,
acceleration of exercisability, vesting, cash settlement or other payment shall
occur with respect to any Option if the Committee reasonably determines in good
faith prior to the occurrence of a Change of Control that such Option shall be
honored or assumed, or new rights substituted therefor (such honored, assumed or
substituted award hereinafter called an "Alternative Award"), by a Participant's
employer (or the parent or an affiliate of such employer) immediately following
the Change of Control; provided that any such Alternative Award must:

                  (a) be based on stock which is traded on an established
         securities market, or that the Committee reasonably believes will be so
         traded within 60 days after the Change of Control;

                  (b) provide such Participant with rights and entitlements
         substantially equivalent to or better than the rights, terms and
         conditions applicable under such Option, including, but not limited to,
         an identical or better exercise or vesting schedule and identical or
         better timing and methods of payment;

                  (c) have substantially equivalent economic value to such
         Option (determined at the time of the Change of Control); and

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                  (d) have terms and conditions which provide that in the event
         that the Participant's employment is involuntarily terminated or
         constructively terminated, any conditions on a Participant's rights
         under, or any restrictions on transfer or exercisability applicable to,
         each such Alternative Award shall be waived or shall lapse, as the case
         may be.

For this purpose, a constructive termination shall mean a termination of
employment by a Participant following a material reduction in the Participant's
base salary or a Participant's incentive compensation opportunity or a material
reduction in the Participant's responsibilities, in either case without the
Participant's written consent.

                                   ARTICLE IX.
                AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN

         The Board at any time may terminate the Plan, and from time to time may
amend or modify the Plan; provided, however, that any amendment which would (a)
increase the number of shares available for issuance under the Plan, (b) lower
the minimum exercise price at which an Option may be granted or (c) extend the
maximum term for Options granted hereunder shall be subject to the approval of
the Company's shareholders and no amendment made prior to the fifth anniversary
of the Demutualization shall be or become effective without the prior written
consent of the New York State Superintendent of Insurance. No amendment,
modification, or termination of the Plan shall in any manner adversely affect
any Option theretofore granted under the Plan, without the consent of the
Participant.

                                   SECTION X.
                            MISCELLANEOUS PROVISIONS

         10.1 Transferability of Options. No Options granted under the Plan may
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution; provided that the
Committee may, in the Option agreement or otherwise, permit transfers of
Nonstatutory Stock Options by gift or a domestic relations order to Family
Members.

         10.2 Beneficiary Designation. Each Participant under the Plan may from
time to time name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
or by whom any right under the Plan is to be exercised in case of his death.
Each designation will revoke all prior designations by the same Participant,
shall be in a form prescribed by the Committee, and will be effective only when
received by the Committee in writing during his lifetime. In the absence of any
such effective designation, benefits remaining unpaid or unexercised at the
Participant's death shall be paid to or exercised by the Participant's surviving
spouse, if any, or otherwise to or by his estate.

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                                                            Stock Incentive Plan
<PAGE>   13
         10.3 Deferral of Payment. The Committee may, in the Option agreement or
otherwise, permit a Participant to elect, upon such terms and conditions as the
Committee may establish, to defer receipt of shares of Common Stock that would
otherwise be issued upon exercise of a Nonstatutory Stock Option.

         10.4 No Guarantee of Employment or Participation. Nothing in the Plan
shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate any Participant's employment or service at any time, nor
confer upon any Participant any right to continue in the employ of the Company
or any Subsidiary or any other affiliate of the Company. No Employee shall have
a right to be selected as a Participant, or, having been so selected, to receive
any future Options.

         10.5 Tax Withholding. The Company shall have the power to withhold, or
require a Participant to remit to the Company, an amount sufficient to satisfy
Federal, state, and local withholding tax requirements on any Option under the
Plan, and the Company may defer issuance of Common Stock until such requirements
are satisfied. The Committee may, in its discretion, permit a Participant to
elect, subject to such conditions as the Committee shall impose, (a) to have
shares of Common Stock otherwise issuable under the Plan withheld by the Company
or (b) to deliver to the Company previously acquired shares of Common Stock
having a Fair Market Value sufficient to satisfy such withholding tax obligation
associated with the transaction.

         10.6 Indemnification. Each person who is or shall have been a member of
the Committee or of the Board shall be indemnified and held harmless by the
Company against and from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by him in connection with or resulting from
any claim, action, suit, or proceeding to which he may be made a party or in
which he may be involved by reason of any action taken or failure to act under
the Plan (in the absence of bad faith) and against and from any and all amounts
paid by him in settlement thereof, with the Company's approval, or paid by him
in satisfaction of any judgment in any such action, suit, or proceeding against
him; provided that he or she shall give the Company an opportunity, at its own
expense, to handle and defend the same before he undertakes to handle and defend
it on his own behalf. The foregoing right of indemnification shall not be
exclusive and shall be independent of any other rights of indemnification to
which such person may be entitled under the Company's Certificate of
Incorporation or By-Laws, by contract, as a matter of law, or otherwise.

                                  Page 13 of 14
                                                     The Phoenix Companies, Inc.
                                                            Stock Incentive Plan
<PAGE>   14
         10.7 No Limitation on Compensation. Nothing in the Plan shall be
construed to limit the right of the Company to establish other plans, provided
that the Company shall not be permitted to establish any other stock option or
stock incentive plans, other than its Director's Stock Plan, prior to the fifth
anniversary of the Initial Public Offering without the advance written approval
of the New York Superintendent of Insurance. Nothing in this Section 10.7 shall
be construed to limit the ability of the Company to use stock in connection with
any compensation arrangement approved by the New York Superintendent of
Insurance pursuant to Section 10.1 and Schedule 3(c) of the Plan of
Reorganization.

         10.8 Requirements of Law. The granting of Options and the issuance of
shares of Common Stock shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

         10.9 Term of Plan. The Plan shall be effective upon the later of (a)
its adoption by the Board and approval by Phoenix Life Insurance Company, the
sole shareholder of the Company and by the New York Superintendent of Insurance
pursuant to Section 7312(w) of the New York Insurance Law and (b) at such time
as shares of Common Stock become publicly traded. The Plan shall continue in
effect, unless sooner terminated pursuant to Article IX, until no more shares of
Common Stock are available for issuance under the Plan.

         10.10 Governing Law. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of New York.

         10.11 No Impact on Benefits. Except as may otherwise be specifically
stated under any employee benefit plan, policy or program, Options shall not be
treated as compensation for purposes of calculating an Employee's right under
any such plan, policy or program.

         10.12 No Constraint on Corporate Action. Nothing in this Plan shall be
construed (a) to limit, impair or otherwise affect the Company's right or power
to make adjustments, reclassifications, reorganizations or changes of its
capital or business structure, or to merge or consolidate, or dissolve,
liquidate, sell, or transfer all or any part of its business or assets or (b)
except as provided in Article IX, to limit the right or power of the Company or
any of its Subsidiaries to take any action which such entity deems to be
necessary or appropriate.

                                  Page 14 of 14
                                                     The Phoenix Companies, Inc.
                                                            Stock Incentive Plan