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                                                                   Exhibit 10.18


                             FIRST AMENDMENT TO THE
                              PHOENIX DUFF & PHELPS
                        NONQUALIFIED PROFIT SHARING PLAN

                         Effective as of January 1, 1997

         1. Section 2.06 of the Phoenix Duff & Phelps Nonqualified Profit
Sharing Plan (the "Plan") is hereby amended in its entirety to read as follows:

         "2.06 `Earnings' with respect to any Participant, except as provided
    below, means such Participant's annual base salary. With respect to any
    Participant whose title is Retail Regional Vice President, Institutional
    Sales Vice President, or Sales Manager, Earnings means such Participant'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; however, the determination of such Participant's Earnings shall
    be made by excluding distributions from a plan of deferred compensation,
    bonuses that are both discretionary with the Participant'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 non-recurring type of
    compensation. The determination of Earnings shall be made by including
    salary reduction contributions made on behalf of any Participant to the
    Savings and Investment Plan or to any cafeteria plan maintained by the
    Company pursuant to Section 125 of the Code."

         2. Section 3.01 of the Plan is hereby amended in its entirety to read
as follows:

         "3.01 Participation. With respect to any Plan Year, if the Profit
    Sharing Contribution to the Profit Sharing Plan for such Plan Year on behalf
    of an Employee is limited by reason of.

                  (a) the maximum limit on earnings permitted to be taken into
         account under the Profit Sharing Plan pursuant to Code Section
         401(a)(17); or

                  (b) the exclusion of such Employee from receiving such Profit
         Sharing Contribution in order to enable the Profit Sharing Plan to
         satisfy the unsafe harbor percentage of the nondiscriminatory
         classification test as described in Section 3.01 of the Profit Sharing
         Plan; such Employee shall become a Participant in this Plan."

         3. Section 4.02 of the Plan is hereby amended in its entirety to read
as follows:

         "4.02 Non-Qualified Profit Sharing Credits. A Participant's
    Non-Qualified Profit Sharing Credit for any Plan Year shall be determined as
    follows:
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                  (a) with respect to any Employee whose Profit Sharing
         Contribution under the Profit Sharing Plan is limited by reason of the
         maximum limit on Earnings permitted to be taken into account under the
         Profit Sharing Plan pursuant to Code Section 401(a)(17), such
         Employee's Nonqualified Profit Sharing Credit for such Plan Year shall
         consist of a percentage of the Employee's Earnings for such Plan Year
         in excess of the limitation contained in Code Section 401(a)(17) equal
         to the percentage of Earnings that the Company has contributed as a
         Profit Sharing Contribution to the Profit Sharing Plan for such Plan
         Year;

                  (b) with respect to any Employee who is excluded from
         receiving a Profit Sharing Contribution to the Profit Sharing Plan for
         any Plan Year in order to enable the Profit Sharing Plan to satisfy for
         such Plan Year the unsafe harbor percentage of the non-discriminatory
         classification test, as described in Section 3.01 of the Profit Sharing
         Plan, such Employee's Nonqualified Profit Sharing Credit for Such Plan
         Year shall consist of a percentage of such Employee's Earnings for such
         Plan Year equal to the percentage of Earnings that the Company has
         Contributed as a Profit Sharing Contribution to the Profit Sharing Plan
         for such Plan Year. If the Company does not make a Profit Sharing
         Contribution to the Profit Sharing Plan for any Plan Year, no amount
         shall be credited to any Participant under this Plan for such Plan
         Year."

         IN WITNESS WHEREOF, this First Amendment has been executed this ____
day of March, 1998.


                                          PHOENIX DUFF & PHELPS CORPORATION
                                          BENEFIT PLANS COMMITTEE


                                          By  /s/ William R. Moyer
                                          ___________________________________
                                          Its Secretary
/s/ E. Sadowinski
___________________
E. Sadowinski
Witness



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