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                                                                   Exhibit 10.14


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

               (as amended and restated effective January 1, 1989)

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

         1. Effective January 1, 1997, Section 1. 1 of the Plan is amended by
adding the word "certain" before "incentive compensation" in clause (a) thereof
and by deleting the following from said clause (a): "paid or deferred under the
Management Incentive Plan, Investment Incentive Plan, Common Stock Incentive
Plan, or Bond Portfolio Managers Incentive Plan".

         2. Effective January 1, 1997, Section 2.8 of the Plan is amended by
adding "Mutual Incentive Plan, the" before "Management Incentive Plan" in the
first sentence thereof.

         3. Effective January 1, 1994, the first sentence of Section 3.1 of the
Plan is amended to read as follows:

         "A Vice President or equivalent or more senior officer of the Employer
         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."

         2. Effective January 1, 1989, Section 5.1 of the Plan is amended to
read as follows:

         "Except for Employee Pension Plan Participants to whom a Plant Closing
         Benefit is payable under Section 4.4 of this Supplemental Plan who
         shall be fully vested in said Plant Closing Benefit, no Participant
         under this Supplemental Plan shall have a vested, non-forfeitable
         interest under this Supplemental Plan until such Participant's
         satisfaction -- Of one of the following conditions: the Participant's
         attainment of Early Retirement Age under the Employee Pension Plan; the
         Participant's attainment of Normal Retirement Age under the Employee
         Pension Plan; the Participant's becoming Disabled, within the meaning
         given under the Employee Pension Plan; or the Participant's death. Any
         Participant who terminates employment with the Employer prior to having
         satisfied one of the

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         foregoing conditions shall have no right to benefits under this
         Supplemental Plan."

         3. Effective January 1, 1997, Section 10.04 of the Plan is amended in
its entirety to read as follows:

         "(a) Subject to the provisions of paragraph (b) hereof, the
         Participating Employer hereby delegates to the Named Fiduciary the
         right at any time to amend the Plan in accordance with the terms of the
         Plan, provided that any such amendment could not affect the
         Participating Employer's share of the cost of the Plan, then such
         amendment shall not be effective with respect to the Participating
         Employer until approved by the Participating Employer. Any such
         amendment shall be adopted by the Participating Employer's Benefit
         Plans Committee unless such amendment could significantly affect the
         Participating Employer's share of the cost of the Plan, as determined
         by the Participating Employer's Benefit Plans Committee, in which case
         such amendment shall be adopted by the Participating Employer's Board
         of Directors in accordance with the Participating Employer's Articles
         of Incorporation, Bylaws and applicable law and shall become effective
         as provided therein upon its execution.

         (b) No amendment to the Plan shall be effective with respect to the
Participating Employer until 45 days after a copy of the amendment shall have
been delivered to the Participating Employer, unless the Participating Employer
shall have waived its right to receive such advance copy of the amendment."

         IN WITNESS WHEREOF, this Second Amendment has been executed this
13th day of December, 1996.

                                Phoenix Home Life Mutual Insurance Company
                                Benefit Plans Committee


/s/ Ann L. Cowen                /s/ Carl T. Chadburn
________________               ____________________________
Ann L. Cowen                   Carl T. Chadburn
Witness                        Secretary



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