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                                                                   Exhibit 10.12


               NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                            FOR CERTAIN EMPLOYEES OF

                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY

                as amended and restated effective January 1, 1989

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                 ARTICLE I. PURPOSE: AMENDMENT AND RESTATEMENT

         1.1 Purpose. The Employer adopted effective January 1, 1989 this
Nonqualified Supplemental 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 either (a) its exclusion from the
definition of Earnings of incentive compensation paid or deferred under the
Management Incentive Plan, Investment Incentive Plan, Common Stock Incentive
Plan, or Bond Portfolio Managers Incentive Plan, or (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.

         1.2 Amendment and Restatement. The Employer hereby amends and restates
the Supplemental Plan in its entirety, effective January 1, 1989.

                            ARTICLE II. DEFINITIONS

         2.1 "Administrator" shall mean the same person or persons serving as
the Plan Administrator for 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 Supplemental 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 amended.

         2.5 "Effective Date" shall mean January 1, 1989.

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

         2.7 "Excess Benefit Plan" shall mean the Excess Benefit Plan, a plan
maintained by the Employer for the purpose of providing benefits for certain
Employees in excess of the limitations imposed by Section 415 of the Internal
Revenue Code.

         2.8 "Incentive Compensation" shall mean compensation payable under the
Management Incentive Plan, Investment Incentive Plan, Common Stock Incentive
Plan, or Bond Portfolio Managers Incentive Plan maintained by the Employer.
Incentive

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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.

         2.9 "Supplemental Plan" shall mean this Nonqualified Supplemental
Executive Retirement Plan.

         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 A Participant whose retirement benefits under the Employee Pension
Plan are limited by reason of the exclusion of Incentive Compensation 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. 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 4.4 of this Supplemental Plan.

                              ARTICLE IV. BENEFITS

         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 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 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.


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

         4.4 In addition to the benefit payable pursuant to 4.1 and
notwithstanding the provisions of 4.3 to the contrary, this Supplemental Plan
shall also pay to each Employee Pension Plan 2 Participant identified in Section
2.05(g) of the Employee Pension Plan as not being a Plant Closing Eligible
Employee, the Plant Closing Benefit that would have been payable to such
Employee Pension Plan Participant under Section 3.8 of the Employee Pension Plan
had such Employee Pension Plan Participant not been excluded from the definition
of Plant Closing Eligible Employee.

         4.5 For purposes of 4.1 above, 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.

         4.6 The payment of benefits to which a Participant or Beneficiary shall
be entitled under this Supplemental 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.

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

         4.8 The provisions of the Employee Pension Plan concerning suspension
of benefits upon re-employment are applicable to the benefits payable under this
Supplemental Plan.

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

         4.10 Nothing contained in this Supplemental Plan is intended to give or
shall give any spouse 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 preretirement survivor annuities and qualified joint and
survivor annuities) or Code Sections 401(a)(13)(B) and 414(p) (relating to
qualified domestic relations orders).


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                               ARTICLE V. VESTING

         5.1 No Participant under this Supplemental Plan shall have a vested
(non-forfeitable) interest under this Supplemental Plan until he or she is
retired under the Employee Pension Plan, except for the Employee Pension Plan
Participants to whom a Plant Closing Benefit is payable under Section 4.4 who
shall be vested in said Plant Closing Benefit.

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

                        ARTICLE VI. CLAIMS FOR BENEFITS

         6.1 The Administrator shall grant or deny any application for benefits
under this Supplemental 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
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 Supplemental 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 Supplemental Plan on which the decision is
based.


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         6.2 Any payment to any Participant, or to such Participant's legal
representative or Beneficiary, in accordance with the provisions of this
Supplemental 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 Supplemental 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 Supplemental 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 fall 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.

         6.3 If any benefits payable under this Supplemental 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
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 VII. AMENDMENT AND TERMINATION

         7.1 The Benefit Plans Committee shall have the right to amend this
Supplemental 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.


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         7.2 The Employer has established this Supplemental 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 Supplemental 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 VIII. SOURCE OF BENEFIT PAYMENTS

         8.1 This Supplemental Plan is an unfunded plan for a select group of
managers or highly compensated Employees. 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 Supplemental Plan, such right
shall be no greater than that of any unsecured general creditor of the Employer.

                              ARTICLE IX. GENERAL

         9.1 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.

         9.2 The Administrator shall have full and exclusive authority to
determine all questions, both interpretive and factual, arising under the
Supplemental Plan, including without limitation, Questions relating to
eligibility to participate in and receive benefits under the Supplemental Plan.

         9.3 This Supplemental 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.

         9.4 The establishment of this Supplemental 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


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Employer. All Employees and Participants shall be subject to discharge to the
same extent they would have been if this Supplemental Plan had never been
adopted.

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


                                      Phoenix Home Life Mutual Insurance
                                      Company


                                          By: /s/ Robert W. Fiondella
                                          __________________________________
                                          Robert W. Fiondella
                                          Its President and Chief Executive
                                          Officer


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