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                                                                   Exhibit 10.17


                              PHOENIX DUFF & PHELPS

                        NONQUALIFIED PROFIT-SHARING PLAN

                            Effective January 1, 1997

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             PHOENIX DUFF & PHELPS NONQUALIFIED, PROFIT-SHARING PLAN

                                   ARTICLE I

                        NAME, PURPOSE AND EFFECTIVE DATE

         1.01 Name and Purpose. The Plan set forth herein shall be known as the
"Nonqualified Profit-Sharing Plan." The Plan has been established and maintained
solely to provide a means to the Company to attract and retain officers and
other key employees by providing certain benefits that cannot be provided under
certain tax-qualified plans maintained by the Company.

         1.02 Effective Date and Eligible Employees. This Plan is adopted
effective January 1, 1997. The Plan shall only apply to individuals who are
eligible to participate in accordance with Article III.

                                   ARTICLE II

                                   DEFINITIONS

         Wherever used in this Plan, unless the context clearly indicates
otherwise, the following terms shall have the following meanings:

         2.01 "Adjustments to Accounts" means the credits or debits to a
Participant's Account determined in accordance with Section 4.03 of this Plan.

         2.02 "Account" means the balance of a Participant's account under the
Profit-Sharing Plan.

         2.03 "Beneficiary" means the person, persons or entity, including one
or more trusts, last designated by a Participant on a form supplied and accepted
by the Plan Administrator as a beneficiary, co-beneficiary, or contingent
beneficiary to receive benefits payable under the Plan in the event of the death
of the Participant. In the absence of any such designation, the Beneficiary
shall be the Participant's spouse or, if there is no spouse, the Participant's
estate.

         2.04 "Code" means the Internal Revenue Code of 1986, as amended.

         2.05 "Company" means Phoenix Duff & Phelps Corporation.

         2.06 "Earnings" with respect to any Participant, except as provided
below, means such Participant's annual base salary. With respect to any
Participant who is a Phoenix Equity Planning Corporation Regional Representative
or an Institutional Investments Sales Representative, Earnings means such
Participant's wages as reportable

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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 Participants' Earnings shall be made by excluding overtime
pay, distributions from a plan of deferred compensation, commissions, overrides
on commissions, starting and training allowances, bonuses that are both
discretionary with the Participant's manager and not calculated with reference
to sales performance, imputed income, incentive compensation paid under any plan
maintained by the Company and any other extraordinary or nonrecurring 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.

         2.07 "Employee" means any person who is employed on an hourly or
salaried basis by the Company except for the following:

                  (a) Employees of Phoenix Equity Planning Corporation or
         Phoenix Investment Counsel, Inc. who are not officers duly elected by
         the Board of Directors as certified by the Secretary of such
         corporation;

                  (b) Non-Benefits Employees;

                  (c) Leased employees within the meaning of Code Sections
         414(n)(2) and 414(o)(2); and

                  (d) Non-resident aliens.

         2.08 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

         2.09 "Investment Funds" means the funds held under the Profit Sharing
Plan trust, as specified in Exhibit A to the Profit Sharing Plan, as the same
may, from time to time, be changed by action of the Company.

         2.10 "Named Fiduciary" means the Company. The Company has authority to
appoint or designate such other person, persons and entities as fiduciaries as
it deems necessary and appropriate to ensure the proper management and
administration of the Plan. The Company may delegate to such fiduciaries any or
all duties and responsibilities. Any such appointment or designation shall be in
writing and shall stipulate the duties and responsibilities of such fiduciaries
with respect to the Plan.

         2.11 "Non-Benefits Employee" means any Employee designated by the
Employer as a 'Non-Benefits Employee' and any individual that the Employer
considers to be an independent contractor, regardless of whether such individual
may be determined to be an Employee by administrative, judicial or other
decision.


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         2.12 "Nonqualified Profit-Sharing Account" means the book account
established on behalf of a Participant under Article IV of this Plan.

         2.13 "Nonqualified Profit-Sharing Benefit" means the amount determined
in accordance with the provisions of Article IV of this Plan.

         2.14 "Nonqualified Profit-Sharing Credits" means the amounts determined
in accordance with the provisions of Section 4.02 of this Plan.

         2.15 "Participant" means any Employee who meets the eligibility
requirements of Article III or has earned a benefit under this Plan even if he
or she no longer is eligible to earn additional benefits hereunder.

         2.16 "Plan" means the Phoenix Duff Phelps Nonqualified Profit-Sharing
Plan.

         2.17 "Plan Administrator" means the Company or the person designated as
such by the Company.

         2.18 "Plan Year" means the calendar year.

         2.19 "Profit-Sharing Contribution" means the contribution made by the
Employer to the Profit-Sharing Plan.

         2.20 "Profit-Sharing Plan" means the Phoenix Duff Phelps Profit-Sharing
Plan, a tax-qualified retirement plan maintained by the Company.

         2.21 "Savings and Investment Plan" means the Phoenix Home Life Mutual
Insurance Company Savings and Investment Plan, a tax-qualified retirement plan
in which the Company participates as a multiple employer within the meaning of
Section 413(c) of the Code.

                                  ARTICLE III

                                  PARTICIPATION

         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 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 shall become a Participant in this Plan.


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                                   ARTICLE IV

                       NONQUALIFIED PROFIT-SHARING BENEFIT

         4.01 Nonqualified Profit-Sharing Benefit. A Participant's Nonqualified
Profit-Sharing Benefit shall be equal to the sum of the Participant's
Nonqualified Profit-Sharing Credits determined pursuant to Section 4.02 and the
Adjustments to Accounts determined pursuant to Section 4.03.

         4.02 Nonqualified Profit-Sharing Credits. A Participant's Nonqualified
Profit-Sharing Credits for any Plan Year shall consist of a percentage of the
Participant'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. 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.

         4.03 Adjustments to Account. All credits under Section 4.02 with
respect to any Plan Year shall be made to the Participant's Nonqualified
Profit-Sharing Account on the date when the Company makes its Profit-Sharing
Contribution to the Profit-Sharing Plan for such Plan Year. In addition, the
Plan Administrator will adjust each Participant's Nonqualified Profit Sharing
Account on a daily basis by an amount equal to the amount of any adjustment that
would have been made had the Participant's credits under Section 4.02 been
allocated and proportionately invested in the Investment Fund or Funds
designated by the Participant for the investment of the Participant's
Profit-Sharing Contributions under the Profit-Sharing Plan; reduced, however, at
the Company's discretion, by an amount equal to the estimated income taxes, if
any, payable by the Company on such adjustment, based on the Company's highest
tax rate on its net taxable income for the Plan Year in which such adjustment is
made. In the event of a transfer by a Participant of all or a portion of his or
her Account under the Profit Sharing Plan from one Investment Fund to another,
credits made to the Participant's Nonqualified Profit-Sharing Account under
Section 4.02 shall simultaneously be adjusted to reflect a corresponding change
in Investment Funds.

         4.04 Value of Nonqualified Profit-Sharing Benefit. The value of any
Nonqualified Profit-Sharing Benefit at any point in time shall be equal to the
single-sum cash value of the Participant's Nonqualified Profit-Sharing Account
as of the date of determination.

         4.05 Payment of Nonqualified Profit-Sharing Benefit. A Participant's
Nonqualified Profit-Sharing Benefit shall be paid in a single lump sum as soon
as practicable following the Participant's termination of employment.


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         4.06 Nonqualified Profit-Sharing Death Benefit. Upon the death of a
Participant, the single-sum cash value of the Participant's Nonqualified
Profit-Sharing Benefit, determined as of the date of distribution, shall be
distributed to the Participant's Beneficiary in a single lump sum.

         4.07 Hardship Withdrawals. Upon the approval of the Plan Administrator,
a Participant may withdraw all or a portion of the balance of the Participant's
Nonqualified Profit-Sharing Account before the Participant's termination of
employment; provided, however, that such withdrawal is made on account of a
severe financial hardship to the Participant resulting from a sudden and
unexpected illness or accident of the Participant or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the control
of the Participant. The purchase of a home or the payment of tuition or other
education expenses do not constitute financial hardships under this Section
4.07.

                                   ARTICLE V

                                     FUNDING

         5.01 Funding. The Company shall be under no obligation to establish a
fund or reserve in order to pay the benefits under the Plan. The Company shall
be required to make payments only as benefits become due and payable. No person
shall have any right, other than the right of an unsecured general creditor,
against the Company with respect to the benefits payable hereunder, or which may
be payable hereunder, to any Participant, surviving spouse or Beneficiary
hereunder.

                                   ARTICLE VI

                               CLAIMS FOR BENEFITS

         6.01 Claims Procedure. Claims for benefits under the Plan may be filed
with the Plan Administrator on forms supplied by the Plan Administrator. Written
notice of the disposition of a claim shall be furnished to the claimant within
ninety (90) days after the application is filed. In the event the claim is
denied, the reasons for the denial shall be specifically set forth in the notice
in language calculated to be understood by the claimant, pertinent provisions of
the Plan shall be cited, and, where appropriate, an explanation as to how the
claimant can perfect the claim will be provided. In addition, the claimant shall
be furnished with an explanation of the Plan's claims review procedure. If
notice of the denial of a claim is not furnished to an Employee in accordance
with this Section within a reasonable period of time, such Employee's claim
shall be deemed denied. The Employee will then be permitted to proceed to the
review stage described in Section 6.02.


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         6.02 Claims Review Procedure. Any Employee, former Employee, or
Beneficiary of either, who has been denied a benefit by a decision of the Plan
Administrator pursuant to Section 6.01 shall be entitled to request the Plan
Administrator to give further consideration to his or her claim by filing with
the Plan Administrator (on a form which may be obtained from the Plan
Administrator) a request for review. Such request, together with a written
statement of the reasons why the claimant believes his or her claim should be
allowed, shall be filed with the Plan Administrator no later than sixty (60)
days after receipt of the written notification provided for in Section 6.01. If
such request is so filed, the claimant or the claimant's representative shall
have an opportunity to review all documents in the possession of the Plan
Administrator which are pertinent to the claim at issue and its disallowance and
submit issues and comments in writing within sixty (60) days after receipt of
the written notification provided for in Section 6.01. A final decision as to
the allowance of the claim shall be made by the Plan Administrator within sixty
(60) days of receipt of the request for review (unless there has been an
extension of sixty (60) days due to special circumstances, provided the delay
and the special circumstances occasioning it are communicated to the claimant
within the sixty (60) day period). Such communication shall be written in a
manner calculated to be understood by the claimant and shall include specific
reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based. If the Plan Administrator's decision
on review is not furnished to such Employee within the time limitations
described herein, the claim shall be deemed denied on review.

         6.03 Receipt and Release for Payments. 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 Company. The Plan 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 the Plan
Administrator shall determine. If the Plan Administrator shall receive evidence
satisfactory to the Plan 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 Plan
Administrator by a duly appointed executor, administrator, guardian, committee,
or other legal representative of such payee, be paid by the Plan Administrator
to such payee's spouse, child, parent or other blood relative, or to any person,
persons or institutions deemed by the Plan 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 Plan
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.

         6.04 Lost or Unknown Participants. 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 Plan Administrator may declare such benefits forfeited and return such
benefits to the Company; provided, however, that in the event such Participant,
or such Participant's legal representative or Beneficiary, is subsequently
located or files a claim for benefits, such amount plus interest shall be
reinstated to the Participant's Nonqualified Profit-Sharing Account for the
benefit of such Participant, or such Participant's legal representative or
Beneficiary, as the case may be.

                                  ARTICLE VII

                                  MISCELLANEOUS

         7.01 Non-Guarantee of Employment. Nothing contained in this Plan shall
be construed as a Contract of employment between the Company and any Participant
or Employee, or as a right of any such Participant or Employee to be continued
in the employment of the Company, or as a limitation on the right of the Company
to deal with any Participant or Employee, as to their hiring, discharge, layoff,
compensation, and all other conditions of employment in all respects as though
this Plan did not exist.


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         7.02 Rights Under Profit Sharing Plan. Nothing in this Plan shall be
construed to limit, Broaden, restrict, or grant any right to a Participant,
Employee, surviving spouse or any Beneficiary thereof under the Profit-Sharing
Plan, nor to grant any additional rights to any such Participant, Employee,
surviving spouse or Beneficiary thereof under the repeal or otherwise affect the
Profit-Sharing Plan, nor in any way to limit, modify, Company's right to amend
or modify the Profit-Sharing Plan.

         7.03 Amendments/Termination. The Company reserves the right to make
from time to time amendments to or to terminate this Plan by vote duly adopted
by the Named Fiduciary; provided, however, that no such amendment or termination
shall cause a reduction or cessation of the Nonqualified Profit-Sharing Benefit
of any Participant earned prior to the adoption of such vote of amendment or
termination.

         7.04 Nonassignability. The benefits payable under this Plan shall not
be subject to alienation, assignment, garnishment, execution or levy of any kind
and any attempt to cause any benefits to be so subjected shall not be
recognized, except to the extent required by applicable law.

         7.05 Plan Administration. The Plan shall be operated and administered
by the Plan Administrator or its duly authorized representative who shall have
full and exclusive authority to determine all questions of eligibility to
participate in and receive benefits under this Plan and to construe the terms of
this Plan.

         7.06 Successor Company. In the event of the dissolution, merger,
consolidation or reorganization of the Company, provision may be made by which a
successor to all or a major portion of the Company's property or business shall
continue the Plan, and the successor shall have all of the power, duties and
responsibilities of the Company under the Plan.

         7.07 Governing Law. This Plan shall be construed and enforced in
accordance with, and governed by, the laws of the State of Connecticut.

         IN WITNESS WHEREOF, this Plan has been executed as of the 1st day of
January, 1997.



                                      By: /s/ William R. Moyer
                                          --------------------------
                                          Title: Senior Vice President and
                                                 Chief Financial Officer


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