<PAGE>   1
                                                                   Exhibit 10.35


                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
                      SECOND AMENDMENT TO CREDIT AGREEMENT


To the Banks Party to the Credit
  Agreement Identified Below

Gentlemen:

         We refer to the Credit Agreement dated as of August 18, 1999 among
Phoenix Home Life Mutual Insurance Company, Bank of Montreal as Arranger and
Administrative Agent, Fleet National Bank as Documentation Agent and the Banks
party thereto as heretofore amended (the "Credit Agreement"), capitalized terms
used without definition below to have the meanings ascribed to them in the
Credit Agreement. Upon satisfaction of the conditions precedent to effectiveness
set forth below, the Credit Agreement shall be amended as hereinafter set forth:

         Section 1. Amendments to Credit Agreement. The Credit Agreement shall
be amended as follows:

                  (a) (Introductory Sentence). The first sentence of the Credit
         Agreement shall be amended by striking the lower case word "mutual"
         therefrom.

                 (b) Section 4.2 (Financial Statements). Section 4.2 of the
         Credit Agreement shall be amended by striking the date "December 31,
         1998" wherever such date appears and substituting the date "December
         31, 1999" therefor and by striking the date "March 31, 1999" wherever
         such date appears and substituting the date "March 31, 2000" therefor.

                 (c) Section 6.12 (Year 2000 Assessment). The title and text of
         Section 6.12 of the Credit Agreement shall be deleted and the following
         shall be substituted therefor:

                  "Section 6.12. Demutualization. The Company shall promptly
                  notify the Administrative Agent (which shall in turn notify
                  the Banks) of the consummation of the Demutualization with
                  such notice to specify any change in the name of the Company
                  which is incident thereto and the name of the Parent. After
                  consummation of the Demutualization, all references herein and
                  in the Notes and any other instruments or documents executed
                  and delivered pursuant hereto to Phoenix Home Life Mutual
                  Insurance Company shall without further action be deemed
                  references to the new or changed name of the Company."

                  (d) Section 7.1 (Events of Default). Section 7.1(h) of the
         Credit Agreement shall be amended and as so amended shall be restated
         in its entirety to read as follows:
<PAGE>   2
                  "(h) A Change of Control occurs or the Company ceases (i)
                  prior to the Demutualization to be a mutual insurance company
                  owned by its policyholders or (ii) subsequent to the
                  Demutualization to be a New York stock life insurance company;
                  or"

                  (e) Section 8 (Definitions; Interpretation of Agreement).
         Section 8.1 of the Credit Agreement shall be amended as follows:

                  "(i) The definition of the term "Company" shall be amended by
                  striking the lower case word "mutual" therefrom."

                  (ii) The definition of the term "Termination Date" shall be
                  amended and as so amended shall be restated in its entirety to
                  read as follows: "Termination Date" shall mean October 3,
                  2001."

                  (iii) Section 8.1 of the Credit Agreement shall be further
                  amended by adding the following additional definitions thereto
                  in proper alphabetical order:

                  "Change of Control" shall mean that, subsequent to the
                  Demutualization, (i) more than 30% of the issued and
                  outstanding Voting Stock of the Parent shall be owned or
                  controlled, either legally or beneficially, by any person,
                  firm or corporation or group of persons, firms or corporations
                  acting in concert or (ii) more than 30% in aggregate of the
                  issued and outstanding Voting Stock of the Company is owned,
                  either legally or beneficially, by persons, firms or
                  corporations other than the Parent."

                  "Demutualization" shall mean a transaction or series of
                  transactions pursuant to which the Company is converted into a
                  stock life insurance company pursuant to Section 7312 of the
                  New York Insurance Law as amended from time to time, the
                  corporate existence of the Company continues, the Company
                  becomes a wholly-owned Subsidiary of the Parent and the
                  financial condition of the Company does not differ materially
                  from its financial condition immediately prior to giving
                  effect to the Demutualization."

                  "Parent" shall mean a corporation of which the Company becomes
                  a direct or indirect wholly-owned subsidiary as part of the
                  Demutualization."

         Section 2. Conditions Precedent to Effectiveness. This Second Amendment
to Credit Agreement shall become effective upon satisfaction to following
conditions precedent:
<PAGE>   3
                 (a) The Administrative Agent shall have received counterparts
         hereof which, taken together, bear the signatures of the Company and
         the Banks.

                 (b) The Administrative Agent shall have received a certificate
         or certificates of the secretary, an assistant secretary or executive
         vice president of the Company, satisfactory in form and substance to
         the Administrative Agent, to the effect that the votes adopted by the
         Investment Committee on July 16, 1992 have not been rescinded and
         remain in effect, that the charter and by-laws of the Company have not
         been amended from those attached to the certificate of John H. Beers,
         secretary of the Company, dated as of August 18, 1999 and heretofore
         delivered to the Banks (except for amendments reasonably acceptable to
         the Administrative Agent) and that the parties designated as authorized
         to select banks and complete borrowing arrangements on behalf of the
         Company as set forth in the certificate of David W. Searfoss dated as
         of August 18, 1999 and heretofore delivered to the Banks remain
         designated so to do.

         Section 3. Miscellaneous. Except as specifically amended hereby, all of
the terms, conditions and provisions of the Credit Agreement shall stand and
remain unchanged and in full force and effect. No reference to this Second
Amendment to Credit Agreement need be made in any instrument or document at any
time referring to the Credit Agreement, a reference to the Credit Agreement in
any of such to be deemed to be a reference to the Credit Agreement as amended
hereby. This Second Amendment to Credit Agreement may be executed in
counterparts and by separate parties hereto on separate counterparts, each to
constitute an original but all but one in the same instrument. This Second
Amendment to Credit Agreement shall be governed by and construed in accordance
with the internal laws of the state of New York.

         Upon your acceptance hereof in the space provided for that purpose
below, this Agreement shall be a contract between us for the purposes
hereinabove set forth.

         Executed and delivered as of this 14th day of September 2000.

                                       PHOENIX HOME LIFE MUTUAL INSURANCE
                                          COMPANY

                                       By /s/ Raymond E. Cummings
                                          --------------------------------------
                                          Raymond E. Cummings
                                          Its Vice President Treasurer

         Accepted and agreed to as of the day and year last above written.
<PAGE>   4
                                       BANK OF MONTREAL

                                       By /s/ Brain L. Banke
                                          --------------------------------------
                                          Brain L. Banke
                                          Its Director

                                       FLEET NATIONAL BANK

                                       By /s/ Celeste Echlin
                                          --------------------------------------
                                          Celeste Echlin
                                          Its Vice President

                                       THE CHASE MANHATTAN BANK

                                       By /s/ Peter Platter
                                          --------------------------------------
                                          Peter Platter
                                          Its Vice President

                                       DEUTSCHE BANK AG, NEW YORK AND/OR
                                          CAYMAN ISLAND BRANCHES

                                       By /s/ Susan A. Maros
                                          --------------------------------------
                                          Susan A. Maros
                                          Its Managing Director

                                       By /s/ George Korchowsky
                                          --------------------------------------
                                          George Korchowsky
                                          Its Vice President

                                       KEYBANK NATIONAL ASSOCIATION

                                       By /s/ Sherrie J. Manson
                                          --------------------------------------
                                          Sherrie J. Manson
                                          Its Vice President

                                       STATE STREET BANK AND TRUST COMPANY

                                       By /s/ Edward M. Anderson
                                          --------------------------------------
                                          Edward M. Anderson
                                          Its Vice President

                                       SUN TRUST BANK, ATLANTA

                                       By /s/ W. David Wisdom
                                          --------------------------------------
                                          W. David Wisdom
                                          Its Vice President