Exhibit 10.5



AMENDMENT #1

to

AMENDED and RESTATED

TAX ALLOCATION AGREEMENT





THIS AMENDMENT, executed as of the 1st day of January, 2006 (the Effective Date) by and among The Phoenix Companies, Inc. (Parent) and each of its undersigned subsidiaries, to the Amended and Restated Tax Allocation Agreement dated as of January 1, 2001 (the Agreement).



WITNESSETH:



WHEREAS, since the date Parent and certain of its subsidiaries entered into the Agreement, some of those subsidiaries have been dissolved, sold or renamed; and



WHEREAS, certain other companies have become subsidiaries of Parent eligible to be part of its consolidated return;



NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:



The Agreement shall remain in full force and effect in accordance with its terms except that the undersigned parties shall be the sole parties thereto on and after the Effective Date, subject to Section 11 of the Agreement, and subject to the ability of any qualifying subsidiary of Parent to be hereafter added as a party by execution of an addendum substantially in the form attached hereto as Exhibit A.



IN WITNESS WHEREOF, the undersigned parties, through their duly authorized offices, have executed this Amendment, effective as of the Effective date.



|AMERICAN PHOENIX LIFE AND REASSURANCE COMPANY

By:  /s/ Michael E. Haylon                    |  | BOA PROPERTIES, INC.


By:  /s/ John H. Beers                       
|-------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------
|                                                                                             |  |                                                                     
|DPCM HOLDING, INC. (f/k/a DUFF & PHELPS CAPITAL MARKETS CO.)

By:  /s/ Glenn H. Pease        |  | DUFF & PHELPS INVESTMENT MANAGEMENT COMPANY

By:  /s/ Glenn H. Pease
|                                                                                             |  |                                                                     
|ENGEMANN ASSET MANAGEMENT (f/k/a ROGER ENGEMANN & ASSOCIATES, INC.

By:   /s/ Glenn H. Pease |  | PASADENA CAPITAL CORPORATION



By:   /s/ Glenn H. Pease            
|                                                                                             |  |                                                                     
|PHL VARIABLE INSURANCE COMPANY

By:  /s/ Michael E. Haylon                                   |  | PHOENIX DISTRIBUTION HOLDING COMPANY

By:  /s/ John H. Beers        



CAM\Agreements\0856  with electronic signatures.doc



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|                                                                                       |  |                                                                                                                    
|-------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------
|PHOENIX EQUITY PLANNING CORPORATION

By:  /s/ Glenn H. Pease                           |  | PHOENIX FOUNDERS, INC.


By: /s/ John H. Beers                                                                     
|                                                                                       |  |                                                                                                                    
|PHOENIX GLOBAL SOLUTIONS, INC.



By: /s/ John H. Beers                                |  | PHOENIX INTERNATIONAL CAPITAL CORPORATION (formerly, PHOENIX STRATEGIC CAPITAL CORPORATION)

By:  /s/ John H. Beers
|                                                                                       |  |                                                                                                                    
|PHOENIX INVESTMENT COUNSEL, INC. (f/k/a JOHN P. CHASE, INC.)


By:  /s/ Glenn H. Pease |  | PHOENIX INVESTMENT MANAGEMENT COMPANY


By: /s/ John H. Beers                                                      
|                                                                                       |  |                                                                                                                    
|PHOENIX INVESTMENT PARTNERS, LTD

By:  /s/ Glenn H. Pease                              |  | PHOENIX LIFE AND ANNUITY COMPANY


By:  /s/ Michael E. Haylon                                                      
|                                                                                       |  |                                                                                                                    
|PHOENIX LIFE AND REASSURANCE COMPANY OF NEW YORK

By:  /s/ Michael E. Haylon           |  | PHOENIX LIFE INSURANCE COMPANY


By:  /s/ Michael E. Haylon                                                        
|                                                                                       |  |                                                                                                                    
|PHOENIX NATIONAL TRUST HOLDING COMPANY

By:  /s/ John H. Beers                         |  | PHOENIX NEW ENGLAND TRUST HOLDING COMPANY

By:  /s/ John H. Beers                                                  
|                                                                                       |  |                                                                                                                    
|PHOENIX REALTY EQUITY INVESTMENTS, INC.

By:  /s/ John H. Beers                        |  | PHOENIX REALTY INVESTORS, INC.


By:  /s/ John H. Beers                                                            
|                                                                                       |  |                                                                                                                    
|PHOENIX VARIABLE ADVISORS, INC.


By:  /s/ John H. Beers                               |  | PM HOLDINGS, INC.


By:  /s/ Michael E. Haylon                                                                     
|                                                                                       |  |                                                                                                                    
|PRACTICARE, INC.


By:  /s/ John H. Beers                                              |  | PXP INSTITUTIONAL MARKETS GROUP, LTD.

By:  /s/ Glenn H. Pease                                                     



CAM\Agreements\0856  with electronic signatures.doc



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|                                                          |  |                                                         
|--------------------------------------------------------- |  | --------------------------------------------------------
|PXP SECURITIES CORP.


By:  /s/ Glenn H. Pease            |  | THE PHOENIX COMPANIES, INC.


By:  /s/ Michael E. Haylon
|                                                          |  |                                                         
|RUTHERFORD FINANCIAL CORPORATION

By:  /s/ Glenn H. Pease |  | WS GRIFFITH SECURITIES, INC.


By:  /s/ John H. Beers   
|                                                          |  |                                                         
|WS GRIFFITH ADVISORS, INC.


By:  /s/ John H. Beers       |  |                                                         



CAM\Agreements\0856  with electronic signatures.doc



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EXHIBIT A



ADDENDUM



THIS ADDENDUM to the Amended and Restated Tax Allocation Agreement dated as of January 1, 2001, (the Agreement) by and among The Phoenix Companies, Inc. (Parent) and other parties to its consolidated return is effective as of _______, 20__ (the Effective Date)



The undersigned subsidiary or affiliate of Parent [becomes] [became] eligible on _____,  2____ to join in Parents consolidated federal tax return.  By executing this Addendum, such subsidiary or affiliate, agreeing to be bound by the terms of the Agreement, is made a party thereto effective as of the Effective Date.



IN WITNESS WHEREOF, the undersigned have executed this Addendum by their respective duly authorized officers,







[NEW PARTY]

THE PHOENIX COMPANIES, INC.









By:  _______________________

By:  /s/ John H. Beers

Its:

Its:







CAM\Agreements\0856  with electronic signatures.doc