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                                                                  Execution Copy

                                                                   EXHIBIT 10.53

                          AGREEMENT AND PLAN OF MERGER

                                      AMONG

                                PM HOLDINGS, INC.

                                       AND

                        PHOENIX INVESTMENT PARTNERS, LTD.

                                       AND

                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY



                         Dated as of September 10, 2000







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                                Table of Contents


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ARTICLE I.          The Merger.......................................................................1

     Section 1.1    Formation of Acquisition Co......................................................1

     Section 1.2    The Merger.......................................................................1

     Section 1.3    Effective Time...................................................................2

     Section 1.4    Closing..........................................................................2

     Section 1.5    Certificate of Incorporation; By-laws; Officers and Directors....................2

     Section 1.6    Effect on Common Stock...........................................................2

     Section 1.7    Dissenting Shares................................................................3

     Section 1.8    Stock Options....................................................................4

     Section 1.9    Exchange of Certificates.........................................................4

     Section 1.10   Proxy Statement and Schedule 13E-3...............................................7

     Section 1.11   Additional Agreement and Provisions..............................................8


ARTICLE II.         Representations and Warranties of PXP............................................8

     Section 2.1    Organization of PXP and its Subsidiaries.........................................8

     Section 2.2    Capitalization of PXP Ownership..................................................9

     Section 2.3    Subsidiaries of PXP..............................................................9

     Section 2.4    Authorization....................................................................9

     Section 2.5    Fairness Opinion and Approval by the Committee..................................11

     Section 2.6    Brokers and Finders.............................................................11

     Section 2.7    Proxy Statement and other Disclosure Documents..................................11

     Section 2.8    SEC Documents; Undisclosed Liabilities..........................................12

     Section 2.9    Absence of Certain Changes or Events............................................12
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                                Table of Contents

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     Section 2.10   No Undisclosed Material Liabilities.............................................13

     Section 2.11   Compliance with Laws and Court Orders...........................................14


ARTICLE III.        Representations and Warranties of PMH...........................................14

     Section 3.1    Organization of PMH.............................................................14

     Section 3.2    Organization and Authority of Acquisition Co....................................14

     Section 3.3    Authorization...................................................................14

     Section 3.4    Brokers and Intermediaries......................................................16

     Section 3.5    PXP Disclosure Document.........................................................16

     Section 3.6    Financial Ability...............................................................16


ARTICLE IV.         Certain Covenants and Agreements................................................16

     Section 4.1    Announcement....................................................................16

     Section 4.2    Notification of Certain Matters.................................................16

     Section 4.3    Directors' And Officers' Indemnification........................................17

     Section 4.4    Stockholder Meeting.............................................................17


ARTICLE V.          Conditions Precedent............................................................17

     Section 5.1    Conditions to each Party's Obligation to Effect the Merger......................17

     Section 5.2    Conditions to the Obligation of PXP to Effect the Merger........................18

     Section 5.3    Conditions to the Obligation of PMH to Cause Acquisition Co. to
                    Effect the Merger...............................................................18


ARTICLE VI.         Termination, Amendment and Waiver...............................................19

     Section 6.1    Termination.....................................................................19
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                                Table of Contents

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     Section 6.2    Effect of Termination...........................................................19

     Section 6.3    Amendment.......................................................................20

     Section 6.4    Waiver..........................................................................20


ARTICLE VII.        Miscellaneous...................................................................20

     Section 7.1    Definitions.....................................................................20

     Section 7.2    Performance Guarantee by PHL....................................................23

     Section 7.3    Non-survival of Representations and Warranties..................................23

     Section 7.4    Expenses........................................................................23

     Section 7.5    Applicable Law..................................................................23

     Section 7.6    Notices.........................................................................23

     Section 7.7    Entire Agreement................................................................25

     Section 7.8    Assignment......................................................................25

     Section 7.9    Headings References.............................................................25

     Section 7.10   Counterparts....................................................................25

     Section 7.11   No Third Party Beneficiaries....................................................25

     Section 7.12   Severability; Enforcement.......................................................25
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      AGREEMENT AND PLAN OF MERGER (the "AGREEMENT"), dated as of September 10,
2000, by and among PM Holdings, Inc., a Connecticut corporation ("PMH"), Phoenix
Investment Partners, Ltd., a Delaware corporation ("PXP"), and for the purposes
of Section 7.2 and Section 7.8 only, Phoenix Home Life Mutual Insurance Company,
a New York mutual life insurance company ("PHL").

                                    RECITALS:

      A.     PMH currently owns approximately 57% of the outstanding common
stock, par value $.01 per share, of PXP (the "PXP COMMON STOCK").

      B.     PMH desires to acquire all of the shares of PXP Common Stock not
owned by it, and to provide for the payment of $15.75 per share in cash for all
such shares, by means of a merger of a newly-formed, wholly-owned subsidiary of
PMH ("ACQUISITION CO.") with and into PXP in accordance with Section 251 of the
Delaware General Corporation Law (the "DGCL"), upon the terms and subject to the
conditions of this Agreement (the "MERGER").

      C.     The Board of Directors of PXP, upon the recommendation of a
Committee of independent directors (the "COMMITTEE"), has unanimously approved
this Agreement and the Merger and deems the Merger advisable and in the best
interests of the stockholders of PXP.

      D.     All capitalized terms used in this Agreement have the meaning
specified in Section 7.1.


                                   ARTICLE I.

                                   THE MERGER

Section 1.1    Formation of Acquisition Co. Prior to consummation of the Merger,
PMH will incorporate and organize Acquisition Co. as a Delaware corporation and
contribute to Acquisition Co., in exchange for all of the issued and outstanding
shares of common stock of Acquisition Co., par value $.01 per share (the
"ACQUISITION CO. COMMON STOCK"), all shares of PXP Common Stock owned by PMH,
which shares will constitute at least a majority of the issued and outstanding
shares of PXP Common Stock.

Section 1.2    The Merger. At the Effective Time, upon the terms and subject to
the conditions set forth in this Agreement and in accordance with the DGCL,
Acquisition Co. will be merged with and into PXP, the separate existence of
Acquisition Co. will cease, and PXP will continue as the surviving corporation
(the "SURVIVING CORPORATION"). The Merger will have the effects as provided by
the DGCL and other applicable law.

Section 1.3    Effective Time. As soon as practicable following the satisfaction
or waiver of the conditions set forth in Article V, Acquisition Co. and PXP will
file with the


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Secretary of State of the State of Delaware a certificate of merger (the
"CERTIFICATE OF MERGER") executed in accordance with the relevant provisions of
the DGCL. The Merger will become effective at such time as the Certificate of
Merger is duly filed with the Secretary of State of the State of Delaware, or at
such other time as is permissible in accordance with the DGCL and as PMH and PXP
may agree and as specified in the Certificate of Merger (the time the Merger
becomes effective, the "EFFECTIVE TIME").

Section 1.4    Closing. The closing of the Merger (the "CLOSING") will take
place at the offices of Debevoise & Plimpton, 875 Third Avenue, New York, New
York 10022 at 10:00 a.m. (New York time) on the date of the satisfaction of the
conditions provided in Article V, or at such other time (the "CLOSING DATE") and
place as PMH and PXP may agree.

Section 1.5    Certificate of Incorporation; By-laws; Officers and Directors.
Pursuant to the Merger:

(a) the Certificate of Incorporation and By-laws of PXP as in effect immediately
prior to the Effective Time will be the Certificate of Incorporation and By-laws
of the Surviving Corporation following the Merger, until thereafter changed or
amended as provided in such Certificate of Incorporation or By-laws and in
accordance with applicable law;

(b) the directors of Acquisition Co. will be the directors of the Surviving
Corporation following the Merger until the earlier of (i) their death,
resignation or removal or (ii) such time as their respective successors are duly
elected or appointed and qualified; and

(c) the officers of PXP immediately prior to the Effective Time will be the
officers of the Surviving Corporation until the earlier of (i) their death,
resignation or removal or (ii) such time as their respective successors are duly
elected or appointed and qualified.

        Section 1.6    Effect on Common Stock. As of the Effective Time, by
virtue of the Merger and without any action on the part of Acquisition Co., PXP
or the holders of any shares of PXP Common Stock:

(a)     Common Stock of Acquisition Co. Each share of the Acquisition Co. Common
Stock that is issued and outstanding immediately prior to the Effective Time
will be converted into and become one share of the common stock, par value $.01
per share, of the Surviving Corporation (the "SURVIVING CORPORATION COMMON
STOCK").

(b)     Common Stock of PXP.  Subject to Section 1.6(c), Section 1.6(d), and
Section 1.7:

(i)     each share of PXP Common Stock that is issued and outstanding
        immediately prior to the Effective Time (including all issued and
        outstanding shares of PXP Common Stock subject to restrictions under any
        PXP incentive compensation

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        plans) will be converted into and become the right to receive $15.75 in
        cash (the "MERGER CONSIDERATION"), and, when so converted, will
        automatically be canceled and retired and will cease to exist; and

(ii)    each holder of a certificate representing any such shares of PXP Common
Stock will cease to have any rights with respect to such shares to the extent
such certificate represents such shares, except for the right to receive the
Merger Consideration allocable to the shares formerly represented by such
certificate upon surrender of such certificate in accordance with Section 1.9.

(c)     Cancellation of Treasury Stock. Each share of PXP Common Stock that is
owned immediately prior to the Effective Time by PXP or any Subsidiary of PXP
that constitutes treasury stock in the hands of its holder, will be canceled and
retired and will cease to exist, no consideration will be delivered in exchange
for such share, and each holder of a certificate representing any such shares
will cease to have any rights with respect to such shares.

(d)     PXP Common Stock Held by Acquisition Co. Each share of PXP Common Stock
that is owned immediately prior to the Effective Time by Acquisition Co. will be
canceled and retired and will cease to exist, no consideration will be delivered
in exchange for such share, and Acquisition Co. will cease to have any rights
with respect to any certificates representing any such shares.

Section 1.7    Dissenting Shares

(a)     Notwithstanding anything in this Agreement to the contrary, shares of
PXP Common Stock outstanding immediately prior to the Effective Time and held by
a holder who has demanded and perfected such holder's right to appraisal of such
shares in accordance with Section 262 of the DGCL (the "DISSENTING SHARES") will
not be converted into the right to receive the Merger Consideration, but their
holder will instead be entitled to such rights as are afforded under the DGCL
with respect to Dissenting Shares, unless such holder fails to perfect or
withdraws or otherwise loses its right to appraisal.

(b)     If any holder of shares of PXP Common Stock who demands appraisal of its
shares pursuant to the DGCL fails to perfect or withdraws or otherwise loses
such holder's right to appraisal, at the later of the Effective Time or upon the
occurrence of such event, such holder's Dissenting Shares will be converted into
and will represent the right to receive the Merger Consideration, without
interest, in accordance with Section 1.6(b).

(c)     PXP will give PMH:

(i)     prompt notice of any written demand for appraisal or payment of the fair
        value of any shares of PXP Common Stock, withdrawals of such demands,
        and any other


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        instruments served pursuant to the DGCL received by PXP; and

(ii)    the opportunity to direct all negotiations and proceedings with respect
to demands for appraisal under the DGCL.

(d)     PXP will not voluntarily make any payment with respect to any demand for
appraisal and will not settle or offer to settle any such demands, except with
the prior written consent of PMH.

Section 1.8    Stock Options. Immediately prior to the Effective Time, each
outstanding option to purchase shares of PXP Common Stock granted under any PXP
stock option or compensation plan or arrangement outstanding immediately prior
to the Effective Time ("PXP STOCK OPTION"), whether or not vested or
exercisable:

(i)     will become fully vested and exercisable; and

(ii)    will be converted into and become the right to receive from the
        Surviving Corporation, promptly following the Effective Time, an amount
        in cash equal to the amount by which the Merger Consideration exceeds
        the exercise price of the PXP Stock Option, and when so converted, will
        automatically be cancelled and retired and will cease to exist.

Section 1.9    Exchange of Certificates.

(a)     Exchange Agent. Prior to the Effective Time, PXP will appoint a bank or
trust company to act as exchange agent (the "EXCHANGE AGENT") for the payment of
the Merger Consideration. As of the Effective Time, PMH will have deposited, or
caused to be deposited, with the Exchange Agent, for the benefit of the holders
of shares of PXP Common Stock, the aggregate amount of cash payable under
Section 1.6(b) in exchange for outstanding shares of PXP Common Stock in
accordance with this Section 1.9 (the "EXCHANGE FUND").

(b)     Exchange Procedures.

(i)     Promptly after the Effective Time, the Exchange Agent will mail to each
        holder of record of a certificate or certificates, which represented
        outstanding shares of PXP Common Stock immediately prior to the
        Effective Time, whose shares were converted into the right to receive
        cash pursuant to Section 1.6(b):

                        (1)     a letter of transmittal (the "LETTER OF
                 TRANSMITTAL") specifying that delivery will be effected, and
                 risk of loss and title to the certificates representing such
                 shares of PXP Common Stock will pass, only upon delivery of the
                 certificates representing such shares of PXP Common Stock to
                 the Exchange Agent, which certificates must be in such form and
                 have such other provisions as the Exchange Agent may


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                 reasonably specify; and

                        (2)     instructions for use in effecting the surrender
                 of the certificates representing such shares of PXP Common
                 Stock, in exchange for the Merger Consideration.

(ii)    Upon surrender to, and acceptance by, the Exchange Agent of a
        certificate or certificates formerly representing shares of PXP Common
        Stock, the holder will be entitled to the amount of cash into which the
        number of shares of PXP Common Stock formerly represented by such
        certificate or certificates surrendered have been converted under this
        Agreement.

(iii)   The Exchange Agent will accept certificates formerly representing shares
of PXP Common Stock upon compliance with such reasonable terms and conditions as
the Exchange Agent may impose to effect an orderly exchange of the certificates
in accordance with normal exchange practices.

(iv)    After the Effective Time, no further transfers may be made on the
records of PXP or its transfer agent of certificates representing shares of PXP
Common Stock and if such certificates are presented to PXP for transfer, they
will be canceled against delivery of the Merger Consideration allocable to the
shares of PXP Common Stock represented by such certificate or certificates.

(v)     If any Merger Consideration is to be remitted to a name other than that
in which the certificate for the PXP Common Stock surrendered for exchange is
registered, no Merger Consideration may be paid in exchange for such certificate
unless:

                        (1)     the certificate so surrendered is properly
                 endorsed, with signature guaranteed, or otherwise in proper
                 form for transfer; and

                        (2)     the person requesting such exchange pays to PXP,
                 or its transfer agent, any transfer or other taxes required by
                 reason of the payment of the Merger Consideration to a name
                 other than that of the registered holder of the certificate
                 surrendered, or establishes to the satisfaction of PXP or its
                 transfer agent that such tax has been paid or is not
                 applicable.

(vi)    Until surrendered as contemplated by this Section 1.9 and at any time
        after the Effective Time, each certificate for shares of PXP Common
        Stock will be deemed to represent only the right to receive upon such
        surrender the Merger Consideration allocable to the shares represented
        by such certificate as contemplated by Section 1.6(b). No interest will
        be paid or will accrue on any amount payable as Merger Consideration.

(c)     No Further Ownership Rights in PXP Stock. The Merger Consideration paid
upon the surrender for exchange of certificates formerly representing shares of
PXP

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Common Stock in accordance with this Section 1.9 will be deemed to have been
paid in full satisfaction of all rights pertaining to the shares of PXP Common
Stock formerly represented by such certificates.

(d)     Termination of Exchange Fund. The Exchange Agent will deliver to the
Surviving Corporation any portion of the Exchange Fund (including any interest
and other income received by the Exchange Agent in respect of all such funds)
which remains undistributed to the holders of the certificates formerly
representing shares of PXP Common Stock upon expiry of the period of six (6)
months following the Effective Time. Any holders of shares of PXP Common Stock
prior to the Merger who have not complied with this Section 1.9 prior to such
time, may look only to the Surviving Corporation, and then only as general
creditors, for payment of their claim for Merger Consideration to which such
holders may be entitled.

(e)     No Liability. No party to this Agreement will be liable to any Person in
respect of any amount from the Exchange Fund delivered to a public official in
accordance with any applicable abandoned property, escheat or similar law.

(f)     Lost Certificates. If any certificate or certificates formerly
representing shares of PXP Common Stock is lost, stolen or destroyed, the
Exchange Agent will issue the Merger Consideration deliverable in respect of,
and in exchange for, such lost, stolen or destroyed certificate, as determined
in accordance with this Section 1.9, only upon:

(i)     the making of an affidavit of such loss, theft or destruction by the
        Person claiming such certificate or certificates to be lost, stolen or
        destroyed; and

(ii)    if required by the Surviving Corporation, the posting by such Person of
a bond in such amount as the Surviving Corporation may reasonably require as
indemnity against any claim that may be made against it with respect to such
certificate.

(g)     Withholding Rights. The Surviving Corporation and the Exchange Agent may
deduct and withhold from the consideration otherwise payable under this
Agreement to any holder of shares of PXP Common Stock such amounts as the
Surviving Corporation or the Exchange Agent is required to deduct and withhold
under the United States Internal Revenue Code of 1986, as amended (the "CODE"),
or any provision of state, local or foreign tax law with respect to the making
of such payment. Any amounts so withheld by the Surviving Corporation or the
Exchange Agent will be treated as having been paid to the holder of the shares
of PXP Common Stock in respect of which such deduction and withholding was made
for all purposes of this Agreement.

Section 1.10   Proxy Statement and Schedule 13E-3.

(a)     PXP will prepare, in consultation with PMH, the Proxy Statement on
Schedule 14A (the "PROXY STATEMENT") to be distributed to holders of the PXP
Common Stock for the purpose of soliciting proxies for use at the annual or
special meeting of stockholders of PXP at which the adoption of, and the
approval of the transactions contemplated by,


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this Agreement are sought.

(b)     Subject to the fiduciary duties of the PXP Board of Directors and the
Committee, PXP will recommend to its stockholders in the Proxy Statement the
approval of the Merger, this Agreement and the transactions contemplated by this
Agreement. PXP will file the Proxy Statement with the SEC as soon as is
reasonably practicable after the date of this Agreement and will use all
reasonable efforts to respond promptly to comments from the SEC and to cause the
Proxy Statement to be mailed to PXP's stockholders at the earliest practicable
time.

(c)     PXP will not mail, amend or supplement the Proxy Statement unless the
Proxy Statement or any amendment or supplement of the Proxy Statement is
satisfactory in content to PMH in the exercise of its reasonable judgment.

(d)     As soon as practicable after the date of this Agreement, PMH and PXP
will file with the SEC, and will use their reasonable best efforts to cause any
of their respective affiliates engaging in this transaction to file with the
SEC, a Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "SCHEDULE 13E-3
TRANSACTION STATEMENT") with respect to the Merger.

(e)     Each of the Parties agrees to use its reasonable best efforts to
cooperate and to provide the other Party with such information as the other
Party may reasonably request in connection with the preparation of the Proxy
Statement and the Schedule 13E-3 Transaction Statement.

(f)     Each Party agrees promptly to supplement, update and correct any
information provided by it for use in the Proxy Statement and the Schedule 13E-3
Transaction Statement if and to the extent that such information is or becomes
incomplete, false or misleading.

Section 1.11   Additional Agreement and Provisions. Upon the terms and subject
to the conditions of this Agreement:

(a)     each Party agrees to use its reasonable best efforts to take, or cause
to be taken, all additional action and to do, or cause to be done, all
additional things necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the transactions contemplated by
this Agreement;

(b)     each Party will cause its proper officers to take all further action
that is necessary or desirable to carry out the purposes of this Agreement or to
vest the Surviving Corporation with full title to all properties, assets,
rights, approvals, immunities and franchises of either PXP or Acquisition Co. at
any time after the Effective Time; and

(c)     each Party agrees to use its reasonable best efforts to challenge any
action brought against any of the Parties seeking a temporary restraining order
or preliminary or permanent injunctive relief which would prohibit, or
materially interfere with, the

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consummation of the transactions contemplated by this Agreement.

                                  ARTICLE II.

                      REPRESENTATIONS AND WARRANTIES OF PXP

        PXP hereby represents and warrants to PMH as follows:

Section 2.1    Organization of PXP and its Subsidiaries.

(a)     PXP and each of its Subsidiaries is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of
organization and has all the requisite corporate power and authority to carry on
its business as now being conducted and to own, lease, use and operate the
properties owned and used by it.

(b)     PXP and each of its Subsidiaries is qualified and in good standing to do
business in each jurisdiction in which the nature of its business requires it to
be so qualified, except to the extent the failure to be so qualified has not
had, and would not reasonably be expected to have, a Material Adverse Effect on
PXP.

Section 2.2    Capitalization of PXP Ownership.

(a)     The authorized capital stock of PXP consists of (i) 100,000,000 shares
of PXP Common Stock, of which 45,227,931 shares are issued and outstanding and
2,027,918 shares are held in treasury as of the date of this Agreement and (ii)
10,000,000 shares of preferred stock, none of which are outstanding. All of the
issued and outstanding shares of capital stock of PXP are duly authorized,
validly issued, fully paid and non-assessable and free of preemptive rights.

(b)     Except for outstanding PXP Stock Options to purchase an aggregate of no
more than 7,418,317 shares of PXP Common Stock and the 6% Convertible
Subordinated Debentures due 2015 of PXP and options therefor which are
convertible into 9,517,774 shares of PXP Common Stock (the "PXP DEBENTURES"),
there are no outstanding options, warrants or other rights of any kind to
acquire (including preemptive rights) any additional shares of capital stock of
PXP or securities convertible into or exchangeable for, or which otherwise
confer on the holder thereof any right to acquire, any such additional shares,
nor is PXP committed to issue any such option, warrant, right or security.

Section 2.3    Subsidiaries of PXP. Schedule 2.3 sets forth the name and
jurisdiction of organization of each Subsidiary. All shares of the capital stock
of each Subsidiary that is a corporation have been validly issued and are fully
paid and non-assessable and held beneficially and of record by PXP. Except as
listed on Schedule 2.3A, there are no outstanding options, warrants or other
rights of any kind to acquire (including preemptive rights) any additional
equity interests of any Subsidiary or securities convertible into or


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exchangeable for, or which otherwise confer on the holder thereof any right to
acquire, any additional equity interests of any Subsidiary, nor is any
Subsidiary committed to issue any such option, warrant, right or security. Other
than the Subsidiaries referred to in this Section 2.3 and except as listed on
Schedule 2.3B, PXP does not own, directly or indirectly, any equity interest in
any other corporation, joint venture, partnership, limited liability company or
other entity.

Section 2.4    Authorization.

(a)     PXP has all requisite corporate power and authority to enter into this
Agreement and, subject to any necessary approval of the Merger by the
stockholders of PXP, to carry out its obligations under and to consummate the
transactions contemplated by this Agreement.

(b)     The execution and delivery of this Agreement and the consummation of the
transactions contemplated by this Agreement have been duly authorized by all
requisite corporate action on the part of PXP (other than the approval of this
Agreement and the transactions contemplated by this Agreement by the
stockholders of PXP). The Board of Directors of PXP has unanimously adopted
resolutions approving this Agreement and the Merger, and has determined that the
terms of the Merger are fair to, and in the best interests of, PXP and the
Public Stockholders.

(c)     PXP has taken all action necessary to exempt the Merger and the other
transactions contemplated by this Agreement with PMH, Acquisition Co. and their
affiliates from the operation of the "Business Combination Statute" contained in
Section 203 of the DGCL.

(d)     This Agreement has been duly executed and delivered by PXP and, assuming
the due authorization, execution and delivery of this Agreement by PMH,
constitutes the valid and binding obligation of PXP, enforceable against PXP in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally or by general equitable principles.

(e)     Consents.

(i)     Assuming that the consents, approvals, qualifications, orders,
        authorizations and filings referred to in Section 2.4(e)(ii) have been
        made or obtained, the execution, delivery and performance by PXP of this
        Agreement will not result in any violation of or be in conflict with, or
        result in a breach of, or constitute a default under:

                        (1)     any term or provision of any state or federal
                 law, ordinance, rule or regulation to which PXP or any of its
                 Subsidiaries is subject, except for such violations, breaches
                 or defaults that would not have, together with all such other
                 violations, breaches and defaults, a

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<PAGE>   14

                 Material Adverse Effect on PXP; or

                        (2)     the Certificate of Incorporation or By-Laws of
                 PXP or any of its Subsidiaries, as amended and in effect on the
                 date of this Agreement or the Closing Date; or

                        (3)     any Contract or Judgment or other restriction to
                 which PXP or any of its Subsidiaries is a party or by which
                 PXP or any of its Subsidiaries is bound, or result in the
                 creation of any Lien upon any of the properties or assets of
                 PXP or any of its Subsidiaries, except for such violations,
                 breaches, defaults or Liens that would not have, together with
                 all such other violations, breaches, defaults and Liens, a
                 Material Adverse Effect on PXP.

(ii)    No consent, approval, qualification, order or authorization of, or
        filing with, any Governmental Entity is required in connection with
        PXP's valid execution, delivery or performance of this Agreement, or the
        consummation of any other transaction contemplated on the part of PXP
        under this Agreement, except (1) in connection, or in compliance, with
        the Securities Act and the Exchange Act, (2) the filing of the
        Certificate of Merger with the Secretary of State of the State of
        Delaware and appropriate documents with the relevant authorities of
        other states in which PXP or any of its Subsidiaries is qualified to do
        business, (3) such approvals, qualifications, orders, authorizations, or
        filings as may be required under state takeover laws, (4) applicable
        requirements, if any, of state securities or "blue sky" laws, and (5)
        approvals, qualifications, orders, authorizations, or filings, the
        failure to obtain which would not have a Material Adverse Effect on PXP.

Section 2.5    Fairness Opinion and Approval by the Committee.

(a)     On or prior to the date of this Agreement, the Committee has (i)
approved the terms of this Agreement and the transactions contemplated by this
Agreement as they related to the Public Stockholders, including without
limitation, the Merger, (ii) determined that the Merger is fair to and in the
best interest of the Public Stockholders, and (iii) recommended that the Board
of Directors of PXP approve this Agreement and such transactions.

(b)     The Committee has received an opinion of Salomon Smith Barney Inc. to
the effect that the consideration to be received by the Public Stockholders in
the Merger is fair to the Public Stockholders from a financial point of view.

Section 2.6    Brokers and Finders. Other than Salomon Smith Barney Inc.,
neither PXP nor any Subsidiary has employed any broker, finder, advisor or
intermediary in connection with the transactions contemplated by this Agreement
which would be entitled to a broker's, finder's or similar fee or commission in
connection with or upon



                                       10
<PAGE>   15

the consummation of the transactions contemplated by this Agreement. PXP will be
liable for any such fees due to Salomon Smith Barney Inc.

Section 2.7    Proxy Statement and other Disclosure Documents.

(a)     None of the information to be supplied by PXP for inclusion in the Proxy
Statement and any other document required to be filed by PXP with the SEC in
connection with the transactions contemplated by this Agreement (each, a "PXP
DISCLOSURE DOCUMENT"), will contain any untrue statement of a material fact or
omit to state any material fact required to be stated in, or necessary in order
to make the statements in, the PXP Disclosure Document, in light of the
circumstances under which they are made, not misleading at the time of the
mailing or filing of the PXP Disclosure Document, or of any amendments or
supplements to the PXP Disclosure Document.

(b)     Each Disclosure Document will, as of its effective date, comply as to
form in all material respects with all applicable laws, including the Exchange
Act.

Section 2.8    SEC Documents; Financial Statements.

(a)     Each of PXP and its Subsidiaries has filed all required reports,
schedules, forms, statements and other documents with the SEC since January 1,
1995 (collectively, the "SEC DOCUMENTS").

(b)     As of their respective dates, the SEC Documents complied in all material
respects with all applicable requirements of the Securities Act, the Exchange
Act and the Investment Act. Except to the extent that information contained in
any SEC Document has been revised or superseded by a later filed SEC Document,
none of the SEC Documents contains any untrue statement of a material fact or
omits to state any material fact required to be stated in or necessary in order
to make the statements in the SEC Documents, in light of the circumstances under
which they were made, not misleading.

(c)     The financial statements of PXP and its Subsidiaries included in the SEC
Documents (i) comply as to form in all material respects with applicable
accounting requirements and the applicable published rules and regulations of
the SEC, (ii) have been prepared in accordance with GAAP (except, in the case of
unaudited statements, as permitted by applicable instructions or regulations of
the SEC relating to the preparation of quarterly reports on Form 10-Q) applied
on a consistent basis during the period involved (except as may be indicated in
the notes to the financial statements), and (iii) fairly present the financial
position of PXP or its Subsidiaries as of their dates and the results of
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments).

Section 2.9    Absence of Certain Changes or Events. Except as disclosed in the
SEC Documents filed and publicly available prior to the date of this Agreement,
since the date of the most recent audited financial statements included in the
filed SEC Documents, each of PXP and its Subsidiaries has conducted its business
only in the ordinary course,



                                       11
<PAGE>   16

and there has not been:

(a)     any event, occurrence, development or state of circumstances or facts
which has had, or would have a reasonable probability of having, individually or
in the aggregate, a Material Adverse Effect on PXP;

(b)     any incurrence, assumption or guarantee by PXP or any of its
Subsidiaries of any material indebtedness for borrowed money other than (i) in
the ordinary course of business consistent with past practices, (ii)under credit
facilities of PXP or any of its Subsidiaries as in effect as of the date of this
Agreement or (iii) indebtedness of a wholly-owned Subsidiary of PXP to PXP or
another wholly-owned Subsidiary of PXP, or of PXP to a wholly-owned Subsidiary
of PXP;

(c)     any creation or other incurrence by PXP or any of its Subsidiaries of
any material Lien on any material asset other than in the ordinary course of
business consistent with past practices;

(d)     any making of any material loan, advance or capital contributions to or
investment in any Person other than loans, advances, capital contributions or
investments made (i) in the ordinary course of business consistent with past
practices, or (ii) by a wholly-owned Subsidiary of PXP to PXP or another
wholly-owned Subsidiary of PXP, or by PXP to a wholly-owned Subsidiary of PXP;
or

(e)     except as set forth in Schedule 2.9(h), any (i) grant of any severance
or termination pay to any director or officer of PXP or any president of any of
its material Subsidiaries, (ii) increase in benefits payable to any director or
officer of PXP or any president of any of its material Subsidiaries under any
existing severance or termination pay policies or employment agreements, (iii)
entering into of any employment, deferred compensation or other similar
agreement (or any amendment to any such existing agreement) with any director or
officer of PXP or any president of any of its material Subsidiaries or (iv)
establishment, adoption or amendment (except as required by applicable law) of
any collective bargaining, bonus, profit sharing, thrift, pension, retirement,
deferred compensation, compensation, stock option, restricted stock or other
benefit plan or arrangement covering any director or officer of PXP or any
president of any of its material Subsidiaries.

Section 2.10   No Undisclosed Material Liabilities. There are no liabilities of
PXP or any of its Subsidiaries of any kind whatsoever, whether accrued,
contingent, absolute, determined, determinable or otherwise, which would be
required to be reflected, reserved for or disclosed under GAAP in the
consolidated financial statements of PXP, other than:

(a)     liabilities or obligations reflected, reserved for or otherwise provided
for in the balance sheet comprising part of the most recent audited financial
statements included in the filed SEC Documents;

(b)     liabilities or obligations which would not, individually or in the
aggregate, have a



                                       12
<PAGE>   17

reasonable probability of having a Material Adverse Effect on PXP;

(c)     liabilities or obligations incurred under this Agreement or in
connection with the transactions contemplated hereby; and

(d)     liabilities or obligations incurred in the ordinary course of business
since the date of the most recent audited financial statements included in the
filed SEC Documents.

Section 2.11   Compliance with Laws and Court Orders. Except as set forth in SEC
Documents prior to the date of this Agreement, each of PXP and its Subsidiaries
is and has been in compliance with and, to the knowledge of PXP, is not under
investigation with respect to and has not been threatened to be charged with or
given notice of any violation of, any applicable law, rule regulation, judgment,
injunction, order or decree, except for such matters as would not, individually
or in the aggregate, have a reasonable probability of having a Material Adverse
Effect on PXP.

                                  ARTICLE III.

                      REPRESENTATIONS AND WARRANTIES OF PMH

        PMH hereby represents and warrants to PXP as follows:

Section 3.1    Organization of PMH. PMH is a corporation duly organized, validly
existing and in good standing under the laws of the State of Connecticut.

Section 3.2    Organization and Authority of Acquisition Co..  Acquisition Co.
will be a corporation duly incorporated, validly existing and in good standing
under the laws of the State of Delaware. Acquisition Co. will be incorporated
solely for the purpose of merging with and into PXP and taking action incident
to the Merger. Except for obligations or liabilities and activities contemplated
by this Agreement, Acquisition Co. will not have incurred any obligations or
liabilities or engaged in any business activities of any kind prior to the
Closing.

Section 3.3    Authorization.

(a)     PMH has all corporate power and authority to enter into this Agreement,
to perform its obligations under this Agreement and to consummate the
transactions contemplated by this Agreement.

(b)     The execution and delivery of this Agreement and the consummation of the
transactions contemplated by this Agreement have been duly authorized by all
corporate action on the part of PMH.

(c)     This Agreement has been duly executed and delivered by PMH and, assuming
the due authorization, execution and delivery of this Agreement by PXP,
constitutes the valid



                                       13
<PAGE>   18

and binding obligation of PMH, enforceable against PMH in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, or similar laws affecting creditors' rights
generally or by general equitable principles.

(d)     Upon the formation of Acquisition Co. and the assignment of this
Agreement to Acquisition Co. in accordance with Section 7.8, assuming the due
authorization, execution and delivery of this Agreement by PXP, this Agreement
will constitute the valid and binding obligation of Acquisition Co., enforceable
against Acquisition Co. in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, or similar laws affecting creditors' rights generally or by
general equitable principles.

(e)     Consents.

(i)     Assuming that the consents, approvals, qualifications, orders,
        authorizations and filings referred to in Section 3.3(e)(ii) have been
        made or obtained, the execution, delivery and performance by PMH of this
        Agreement will not result in any violation of or be in conflict with, or
        result in a breach of, or constitute a default under:

                        (1)     any term or provision of any state or federal
                 law, ordinance, rule or regulation to which PMH or any of its
                 respective Subsidiaries is subject and which violation, breach
                 or default would have, together with all such other violations,
                 breaches and defaults, a Material Adverse Effect on PMH; or

                        (2)     the Certificate of Incorporation or By-Laws of
                 PMH and its Subsidiaries, as amended and in effect on the date
                 of this Agreement or the Closing Date, or any Contract or
                 Judgment or other restriction to which PMH or any of its
                 Subsidiaries is a party or by which PMH or any of its
                 Subsidiaries is bound, or result in the creation of any Lien
                 upon any of the properties or assets of PMH or any of its
                 Subsidiaries.

(ii)    No consent, approval, qualification, order or authorization of, or
        filing with, any Governmental Entity is required in connection with the
        valid execution, delivery or performance of this Agreement by PMH, or
        the consummation of any other transaction contemplated on the part of
        PMH or Acquisition Co. under this Agreement, except (1) in connection,
        or in compliance, with the Securities Act and the Exchange Act, (2) the
        filing of the Certificate of Merger with the Secretary of State of the
        State of Delaware, (3) such approvals, qualifications, orders,
        authorizations, or filings as may be required under state takeover laws,
        (4) applicable requirements, if any, of state securities or "blue sky"
        laws, and (5) approvals, qualifications, orders, authorizations, or
        filings, the failure to obtain



                                       14
<PAGE>   19

        which would not have a Material Adverse Effect on PMH.

Section 3.4    Brokers and Intermediaries. Other than Morgan Stanley & Co,
Incorporated ("MORGAN STANLEY"), PMH has not employed any broker, finder,
advisor or intermediary in connection with the transactions contemplated by this
Agreement which would be entitled to a broker's, finder's, or similar fee or
commission in connection with or upon the consummation of the transactions
contemplated by this Agreement. PMH will be liable for any such fees due to
Morgan Stanley.

Section 3.5    PXP Disclosure Document. None of the information to be supplied
by PMH for inclusion in any PXP Disclosure Document will contain any untrue
statement of a material fact or omit to state any material fact required to be
stated in or necessary in order to make the statements in the PXP Disclosure
Document, in light of the circumstances under which they are made, not
misleading at the time of the mailing or filing of the PXP Disclosure Document
and of any amendments or supplements to the PXP Disclosure Document.

Section 3.6    Financial Ability. PMH has the financial ability to cause
Acquisition Co. to pay the Merger Consideration and to consummate the other
transactions contemplated by this Agreement.


                                  ARTICLE IV.

                        CERTAIN COVENANTS AND AGREEMENTS

Section 4.1    Announcement. None of PXP, PMH or their respective Affiliates
will issue any press release or otherwise make any public statement with respect
to this Agreement and the transactions contemplated by this Agreement without
the prior consent of the other Party (which consent will not be unreasonably
withheld), except as may be required by applicable law or stock exchange
regulation. PMH and PXP will, to the extent practicable, consult with each other
before issuing, and provide each other the opportunity to review and comment
upon, any such press release or other public statement with respect to this
Agreement and the transactions contemplated by this Agreement whether or not
required by law.

Section 4.2    Notification of Certain Matters. PXP will give prompt notice to
PMH, and PMH will give prompt notice to PXP, of:

(a)     the occurrence or non-occurrence of any event the occurrence or
non-occurrence of which would be reasonably likely to cause any representation
or warranty contained in this Agreement to be untrue or inaccurate in any
material respect at or prior to the Effective Time; and

(b)     any material failure of PXP or of PMH, as the case may be, to comply
with or satisfy any covenant, condition or agreement to be complied with or
satisfied by it under



                                       15
<PAGE>   20

this Agreement.

The delivery of any notice under this Section 4.2 will not limit or otherwise
affect the remedies available under this Agreement to the Party receiving the
notice.

Section 4.3    Directors' And Officers' Indemnification.

(a)     The Certificate of Incorporation and the By Laws of the Surviving
Corporation will contain the provisions with respect to indemnification and
limitation of liability of directors and officers set forth in PXP's Certificate
of Incorporation and By Laws on the date of this Agreement. These provisions may
not be amended, repealed or otherwise modified for a period of six (6) years
following the Effective Time in any manner that would adversely affect the
rights under the Certificate of Incorporation and By Laws of individuals who on
or prior to the Effective Time were directors or officers of PXP, unless such
modification is required by law.

(b)     The Surviving Corporation will maintain in effect for six (6) years from
the Effective Time policies of directors' and officers' liability insurance
containing terms and conditions which are not less advantageous to the insured
than any such policies of PXP currently in effect on the date of this Agreement
(the "PXP INSURANCE POLICIES"), with respect to matters occurring prior to the
Effective Time, to the extent available to the Surviving Corporation on
commercially reasonable terms.

Section 4.4    Stockholder Meeting. PXP will call and hold a meeting of the
stockholders of PXP for the purpose of approving the adoption and approval of
this Agreement and the transactions contemplated by this Agreement. PMH agrees
to vote all shares of PXP Common Stock owned by it, and to cause Acquisition Co.
to vote all shares of PXP Common Stock owned by Acquisition Co., at the
Stockholders Meeting in favor of the adoption and approval of this Agreement and
the transactions contemplated by this Agreement.


                                   ARTICLE V.

                              CONDITIONS PRECEDENT

Section 5.1    Conditions to each Party's Obligation to Effect the Merger. The
respective obligation of each Party to effect the Merger is subject to the
satisfaction on or prior to the Closing Date of each of the following conditions
(any of which may be waived by the Parties in writing, in whole or in part, to
the extent permitted by applicable law):

(a)     No Injunction or Proceeding. No preliminary or permanent injunction,
temporary restraining order or other decree of any Governmental Entity and no
action, suit or proceeding by, or before, any Governmental Entity may have been
instituted or threatened that prohibits the consummation of the Merger or
materially challenges the



                                       16
<PAGE>   21

transactions contemplated by this Agreement.

(b)     Consents. Other than the filing of the Certificate of Merger, all
consents, approvals and authorizations of and filings with Governmental Entities
required for the consummation of the transactions contemplated by this Agreement
must have been obtained or effected or filed.

(c)     Approval of Holders of PXP Common Stock. This Agreement and the Merger
must have been adopted by the affirmative vote or written consent of a majority
of the outstanding shares of PXP Common Stock.

(d)     Opinion of Financial Advisor. The opinion of Salomon Smith Barney Inc.
referred to in Section 2.5 must not have been withdrawn or revoked.

Section 5.2    Conditions to the Obligation of PXP to Effect the Merger. The
obligation of PXP to effect the Merger is further subject to the satisfaction or
waiver of each of the following conditions prior to or at the Closing Date:

(a)     Representations and Warranties. The representations and warranties of
PMH contained in this Agreement must be true and correct in all material
respects at and as of the Effective Time as though made at and as of the
Effective Time;

(b)      Agreements. PMH must have performed and complied in all material
respects with all its undertakings and agreements required by this Agreement to
be performed or complied with by it prior to or at the Closing Date; and

(c)     Certificate. PXP must have received a certificate of an executive
officer of PMH, dated the Closing Date, certifying that the conditions
specified in Section 5.2(a) and Section 5.2(b), as the case may be, have been
fulfilled.

Section 5.3    Conditions to the Obligation of PMH to Cause Acquisition Co. to
Effect the Merger. The obligation of PMH to cause Acquisition Co. to effect the
Merger is further subject to the satisfaction or waiver of each of the following
conditions prior to or at the Closing Date:

(a)     Representations and Warranties. The representations and warranties of
PXP contained in this Agreement must be true and correct in all material
respects at and as of the Effective Time as though made at and as of the
Effective Time (except, in the case of the representation and warranty contained
in Section 2.9, with respect to events occurring after the date hereof in the
ordinary course of business consistent with past practice or approved in writing
by PMH);

(b)     Agreements. PXP must have performed and complied in all material
respects with all of its undertakings and agreements required by this Agreement
to be performed or complied with by it prior to or at the Closing Date;



                                       17
<PAGE>   22

(c)     Certificate. PMH must have received a certificate of an executive
officer of PXP, dated the Closing Date, certifying that the conditions specified
in Section 5.3(a) and Section 5.3(b) have been fulfilled;

(d)     Appraisal Rights. The holders of not more than 5% of the issued and
outstanding shares of PXP Common Stock may have exercised their rights to
dissent from the Merger in accordance with Section 262 of the DGCL and Section
1.7 of this Agreement; and

(e)     PXP Benefit Plans. PXP will have no obligation to issue, transfer or
sell any shares of its capital stock or other securities of PXP pursuant to any
employee benefit plan or otherwise.


                                  ARTICLE VI.

                        TERMINATION, AMENDMENT AND WAIVER

Section 6.1    Termination. This Agreement may be terminated and the Merger may
be abandoned at any time prior to the Effective Time, whether before or after
the after the approval of the holders of PXP Common Stock referred to in Section
5.1(c):

(a)     by the mutual written consent of PMH and PXP,

(b)     by either PMH or PXP, in each case by written notice to the other, if:

(i)     the Merger has not been consummated on or prior to December 31, 2000;
        provided that the right to terminate this Agreement under this Section
        6.1(b)(i) will not be available to any Party whose failure to fulfill
        any obligation under this Agreement has been the cause of, or resulted
        in, the failure of the Merger to occur on or prior to such date; or

(ii)    the Committee or the PXP Board of Directors withdraws, or modifies or
changes in any manner adverse to PMH, its approval of this Agreement or the
Merger, or its recommendation that the Public Stockholders of PXP adopt this
Agreement, after having concluded in good faith after consultation with
independent legal counsel that there is a reasonable probability that the
failure to take such action would result in a violation of its fiduciary
obligations under applicable law.

Section 6.2    Effect of Termination. If this Agreement is terminated as
provided in Section 6.1, this Agreement will become null and void, and there
will be no liability on the part of PMH, or PXP or their Affiliates (except that
the provisions of Section 7.4 will survive any termination of this Agreement);
provided that nothing in this Agreement will relieve any party from any
liability or obligation with respect to any breach of this Agreement prior to
such termination.

Section 6.3    Amendment. This Agreement may be amended only by an agreement in



                                       18
<PAGE>   23

writing executed by both Parties.

Section 6.4    Waiver. At any time prior to the Effective Time, whether before
or after the approval of the holders of PXP Common Stock referred to in Section
5.1(c), either Party may:

(a)     extend the time for the performance of any of the obligations or other
acts of the other Party; or

(b)     waive compliance with any of the agreements of the other Party or
fulfillment of any conditions to its own obligations under this Agreement.

Any agreement on the part of a Party to any such extension or waiver will be
valid only if set forth in an instrument in writing signed on behalf of such
Party by a duly authorized officer.


                                  ARTICLE VII.

                                  MISCELLANEOUS

Section 7.1    Definitions. In this Agreement, unless the context otherwise
provides, the following terms have the following meanings:

        "ACQUISITION CO." has the meaning specified in Recital B.

        "ACQUISITION CO. COMMON STOCK" has the meaning specified in Section 1.1.

        "AFFILIATES" means, with respect to any Person, (i) any other Person
that directly or indirectly Controls, is Controlled by or is under common
Control with, such Person, or (ii) any director, officer, partner, member of
management or employee of such Person, provided that none of PMH and its
Subsidiaries will be deemed to be Affiliates of PXP and its Subsidiaries.

        "CERTIFICATE OF MERGER" has the meaning specified in Section 1.3.

        "CLOSING" has the meaning specified in Section 1.4.

        "CLOSING DATE" has the meaning specified in Section 1.4.

        "CODE" has the meaning specified in Section 1.9(g).

        "COMMITTEE" has the meaning specified in the Recitals.

        "CONTRACT" means any contract, license, lease, grant of immunity from
suit in relation to intellectual property rights, commitment, arrangement,
purchase or sale order,



                                       19
<PAGE>   24

undertaking, understanding or other agreement, whether written or oral.

        "CONTROL" means the power to direct or cause the direction of
management or policies of a Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise.

        "DGCL" has the meaning specified in Recital B.

        "DISSENTING SHARES" has the meaning specified in Section 1.7.

        "EFFECTIVE TIME" has the meaning specified in Section 1.3.

        "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated under such Act from time to
time.

        "EXCHANGE AGENT" has the meaning specified in Section 1.9(a).

        "EXCHANGE FUND" has the meaning specified in Section 1.9(a).

        "GAAP" means accounting principles and practices generally accepted
from time to time in the United States.

        "GOVERNMENT ENTITY" means a court, legislature or other agency or
instrumentality or political subdivision of federal, state or local government.

        "INVESTMENT ACT" means the Investment Company Act of 1940, as amended,
and the Investment Advisors Act of 1940, as amended, and the rules and
regulations of the SEC promulgated under such Acts from time to time.

        "JUDGMENT" means any judgment, order, award, writ, injunction or decree
of any Governmental Entity or arbitrator.

        "LETTER OF TRANSMITTAL" has the meaning specified in Section 1.9(b)(i).

        "LIEN" means any mortgage, pledge, lien, charge, restriction, claim or
encumbrance of any nature whatsoever, including but not limited to, any
restriction on use, transfer, voting, receipt of income or other exercise of any
attributes of ownership.

        "MATERIAL ADVERSE EFFECT" means, in relation to a Party, any effect,
condition, circumstance or development preventing or significantly impairing the
ability of that Party to consummate the transactions contemplated by this
Agreement or materially delaying the consummation of any of the transactions
contemplated by this Agreement, including, in relation to PXP only, any effect,
condition, circumstance or development having a material adverse effect on the
business, assets, liabilities, results of operations, or financial condition of
PXP and its Subsidiaries, taken as a whole.



                                       20
<PAGE>   25

        "MERGER" has the meaning specified in Recital B.

        "MERGER CONSIDERATION" has the meaning specified in Section 1.6(b)(i).

        "MORGAN STANLEY" has the meaning specified in Section 3.4.

        "PARTY" means each of PMH and PXP, and any other Person that may become
a party to this Agreement from time to time.

        "PERSON" means any individual, corporation, joint venture, partnership,
limited liability company, trust, unincorporated organization, Governmental
Entity or other entity.

        "PROXY STATEMENT" has the meaning specified in Section 1.10(a).

        "PUBLIC STOCKHOLDERS" means all of the holders of shares of PXP Common
Stock, excluding PMH and members of management of PXP.

        "PXP COMMON STOCK" has the meaning specified in Recital A.

        "PXP DEBENTURES" has the meaning specified in Section 2.2(b).

        "PXP DISCLOSURE DOCUMENT" has the meaning specified in Section 2.7(a).

        "PXP INSURANCE POLICIES" has the meaning specified in Section 4.3(b).

        "PXP STOCK OPTION" has the meaning specified in Section 1.7(d).

        "SCHEDULE 13E-3 TRANSACTION STATEMENT" has the meaning specified in
Section 1.10(d).

        "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated under such Act from time to time.

        "SEC" means the Securities and Exchange Commission, and any successor
or replacement entity.

        "SEC DOCUMENTS" has the meaning specified in Section 2.8.

        "SUBSIDIARY" means any Person of which PXP, directly or indirectly,
owns or controls capital stock (or other equity interests) representing more
than 50% of the general voting power of such entity under ordinary
circumstances.

        "SURVIVING CORPORATION" has the meaning specified in Section 1.2.

        "SURVIVING CORPORATION COMMON STOCK" has the meaning specified in
Section



                                       21
<PAGE>   26

1.6(a).

Section 7.2    Performance Guarantee by PHL. PHL hereby unconditionally and
irrevocably guarantees for the benefit of PXP, the punctual and complete
performance and discharge by PMH, and following an assignment by PMH of all of
its rights, interests and obligations under this Agreement to Acquisition Co.
under Section 7.8, Acquisition Co., of all their financial obligations and
liabilities under this Agreement.

Section 7.3    Non-survival of Representations and Warranties. None of the
representations and warranties in this Agreement or in any instrument delivered
under this Agreement will survive the Effective Time, and none of PMH, PXP,
their respective Affiliates and any of the officers, directors, employees or
stockholders of any of the foregoing, will have any liability whatsoever with
respect to any such representation or warranty after such time. This Section 7.3
will not limit any covenant or agreement of the parties which by its terms
contemplates performance after the Effective Time.

Section 7.4    Expenses. Except as contemplated by this Agreement, all costs and
expenses incurred in connection with the Agreement and the consummation of the
transactions contemplated by this Agreement will be the obligation of the Party
incurring such expenses.

Section 7.5    Applicable Law. This Agreement will be governed by the laws of
the State of Delaware.

Section 7.6    Notices. All notices and other communications under this
Agreement must be in writing and will be deemed to have been duly given or made
as follows: (a) if sent by registered or certified mail in the United States,
return receipt requested, upon receipt; (b) if sent by reputable overnight air
courier, two business days after being so sent; (c) if sent by telecopy
transmission, with a copy mailed on the same day in the manner provided in
clause (a) or (b) above, when transmitted and receipt is confirmed by telephone;
or (d) if otherwise actually personally delivered, when delivered, and shall be
sent or delivered as follows:

         If to PXP, to:


         Phoenix Investment Partners, Ltd.

         One American Row

         Hartford, Connecticut 06102

         Attention: Nancy Engberg

         Fax: 860-403-7600



                                       22
<PAGE>   27

         Tel: 860-403-5973

         with a copy to:

         Lord Bissell & Brook

         118 South La Salle Street

         Chicago, Illinois 60603

         Attention: John S. Chapman

         Fax: 312-443-0336

         Tel: 312-443-0700

    If to PMH or Acquisition Co., to:


    PM Holdings, Inc.

    One American Row

    Hartford, Connecticut 06115

    Attention: Tracy L. Rich

    Fax: 860-403-7203

    Tel: 860-403-5566

         with a copy to:

         Debevoise & Plimpton.

         875 Third Avenue

         New York, NY 10022

         Attention: Gregory V. Gooding

         Fax: 212-909-6836

         Tel: 212-909-6870

    If to PHL, to:



                                       23
<PAGE>   28

         Phoenix Home Life Mutual Insurance Company

    One American Row

    Hartford, Connecticut 06115

    Attention: Tracy L. Rich

    Fax: 860-403-7203

    Tel: 860-403-5566

         with a copy to:

         Debevoise & Plimpton.

         875 Third Avenue

         New York, NY 10022

         Attention: Gregory V. Gooding

         Fax: 212-909-6836

         Tel: 212-909-6870

Such names and addresses may be changed by such notice.

Section 7.7    Entire Agreement. This Agreement (including the documents and
instruments referred to in this Agreement) contains the entire understanding of
the Parties with respect to the subject matter hereof, and supersedes and
cancels all prior agreements, negotiations, correspondence, undertakings and
communications of the parties, oral or written, respecting such subject matter.

Section 7.8    Assignment. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement may be assigned by either Party
(whether by operation of law or otherwise) without the prior written consent of
the other Party, provided that PMH may assign all of its rights, interests and
obligations under this Agreement to Acquisition Co. following the formation
thereof (in which event PMH will cause Acquisition Co. to comply with all of its
obligations hereunder).

Section 7.9    Headings References. The article, section and paragraph headings
contained in this Agreement are for reference purposes only and will not affect
in any way the meaning or interpretation of this Agreement.

Section 7.10   Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original but all of which
will be



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<PAGE>   29

considered one and the same agreement.

Section 7.11   No Third Party Beneficiaries. Except as provided in Section 1.9
and Section 4.3, nothing in this Agreement, express or implied, is intended to
confer upon any Person not a party to this Agreement any rights or remedies
under or by reason of this Agreement.

Section 7.12   Severability; Enforcement. Any term or provision of this
Agreement that is invalid or unenforceable in any jurisdiction will, as to that
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or unenforceability
of any of the terms or provisions of this Agreement in any other jurisdiction.
If any provision of this Agreement is so broad as to be unenforceable, the
provisions will be interpreted to be only so broad as is enforceable.

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                                       25



<PAGE>   30


         IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of
the date first above written.

                                    PHOENIX INVESTMENT PARTNERS, LTD.


                                    By: /s/ PHILIP R. MCLAUGHLIN
                                       -----------------------------------------
                                       Name:  Philip R. McLaughlin
                                       Title: Chairman & Chief Executive
                                              Officer


                                    PM HOLDINGS, INC.


                                    By /s/   DAVID W. SEARFOSS
                                       -----------------------------------------
                                       Name:  David W. Searfoss
                                       Title: Vice President


                                       26
<PAGE>   31




                                    WITH RESPECT TO SECTION 7.2 AND SECTION 7.8
                                    ONLY:

                                    PHOENIX HOME LIFE MUTUAL
                                    INSURANCE COMPANY




                                    By: /s/  DAVID W. SEARFOSS
                                       -----------------------------------------
                                       Name:  David W. Searfoss

                                       Title: Executive Vice President



                                       27