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                                                                   Exhibit 10.15


                             THIRD AMENDMENT TO THE
              NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                            FOR CERTAIN EMPLOYEES OF
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY

               (as amended and restated effective January 1, 1989)

         BY THIS AGREEMENT, the Nonqualified Supplemental Executive Retirement
Plan for Certain Employees of Phoenix Home Life Mutual Insurance Company (the
"Plan"), as amended and restated effective January 1, 1989, is amended by this
Third Amendment effective January 1,1998.

         1. Section 1.1 of the Plan is amended to read as follows:

         1.1 Purpose. The Employer adopted effective January 1, 1989 this
Nonqualified Supplement Executive Retirement Plan (the "Supplemental Plan")
solely for the purpose of providing retirement benefits for certain current and
former Employees which are not provided under the Employee Pension Plan (the
"Employee Pension Plan") by reason of (a) the exclusion from the definition of
Earnings of incentive compensation paid or deferred under the Management
Incentive Plan or the Mutual Incentive Plan; (b) the limitation on Earnings that
may be taken into account under the Employee Pension Plan as set forth in
Section 401(a)(17) of the Internal Revenue Code; or (c) the exclusion from the
definition of Earnings of amounts deferred under any other deferred compensation
program of the Employer.

         2. Section 2.8 of the Plan is amended to read as follows:

         2.8. "Incentive Compensation" shall mean compensation payable under the
Management Incentive Plan or the Mutual Incentive Plan. Incentive Compensation
shall be Deemed Earnings with respect to the performance year on which the
Incentive Compensation is based, regardless of when such Incentive Compensation
is paid and regardless of whether such Incentive Compensation is deferred under
deferred compensation arrangements applicable to said plans.

         Section 3.1 of the Plan is amended in its entirety to read as follows:

         "A Vice President or more senior officer of Phoenix Home Life Mutual
Insurance Company or any of its subsidiaries that have adopted this Supplemental
Plan or a Career Agency, Ordinary Brokerage or Group Sales Manager employed by
Phoenix Home Life Mutual Insurance Company who is eligible for the Managers
Deferred Compensation Program, whose retirement benefits under the Employee
Pension Plan are limited by reason of the exclusion of Incentive Compensation or
deferred compensation amounts from the definition of Earnings or the limitation
on Earnings set forth in Section 401(a)(17) of the Code shall be eligible for
benefits under this Supplemental Plan.

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Effective November 1, 1995, employees of Phoenix Duff & Phelps Corporation in
grades 17 through 24 whose retirement benefits under the Employee Pension Plan
are limited by reason of the exclusion of Incentive Compensation or deferred
compensation amounts from the definition of Earnings or the limitation on
Earnings set forth in Section 401(a)(17) of the Code shall also be eligible for
benefits under this Supplemental Plan. Notwithstanding the foregoing to the
contrary, Former Home Life Employees shall not be eligible to participate in
this Supplemental Plan until January 1, 1993, except for certain Former Home
Life Employees to whom a Plant Closing Benefit is payable pursuant to Section
4.4 of this Supplemental Plan. Moreover, Employees hired by Phoenix Duff &
Phelps Corporation after December 31, 1996 shall not be eligible to participate
in this Supplemental Plan.

         Sections 4.1, 4.2 and 4.10 of the Plan are amended to read as follows:

         4.1. The amount of monthly benefit provided under this Supplemental
Plan shall be the excess of (a) over (b) where:

                  (a) is the amount of monthly benefit that would have been
         provided under the Employee Pension Plan if the exclusion of Incentive
         Compensation or deferred compensation amounts from the definition of
         Earnings and the limitation on Earnings set forth in Section 401(a)(17)
         of the Code did not apply; and

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

         4.2 Notwithstanding 4.1 to the contrary, the amount of monthly benefit
payable to a Participant under this Supplemental Plan shall be reduced to the
extent that the aggregate Monthly benefit payable to the Participant under the
Employee Pension Plan, the Excess Benefit Plan and this Supplemental Plan
exceeds the amount of monthly benefit that would have been Provided under the
Employee Pension Plan if the exclusion of Incentive Compensation or Deferred
compensation amount from the definition of Earnings, the limitation on Earnings
set forth in Section 401(a)(17) of the Code and the limitations imposed by
Section 415 of the Code did not apply.

         4.10 If the spouse of a Participant in the Supplemental Plan is
entitled to a death benefit under the Employee Pension Plan, said spouse shall
be entitled to receive from the Employer a death benefit under this Supplemental
Plan equal to the difference between (a) the death benefit that would be payable
to said spouse under the Employee Pension Plan as of the date of the
Participant's death if such benefit were calculated based on the benefit
described in this Article IV; and (b) the death benefit actually payable to said
spouse under the Employee Pension Plan as of the date of the Participant's
death, calculated in accordance with the terms of the Employee Pension Plan. No
death benefit other than that set forth in this Section 4.10 shall be payable
under


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this Supplemental Plan if a Participant dies prior to the commencement of
benefit payments under this Supplement Plan.

         IN WITNESS WHEREOF, this Third Amendment has been executed this 1st day
of March, 1998.


                                     Phoenix Home Life Mutual Insurance
                                     Company Benefit Plans Committee


/s/ Debora Brown                     /s/  Carl T. Chadburn
_________________                    __________________________________
Debora Brown                         Carl T. Chadburn
Witness                              Secretary

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