Exhibit 10.4

AMENDED and RESTATED

TAX ALLOCATION AGREEMENT

This Agreement, executed as of the 1 ^st day of January, 2001, by and among The Phoenix Companies, Inc. (“Parent”) and each of its undersigned subsidiaries:  

WITNESSETH:

WHEREAS, the parties hereto are members of an affiliated group (“Affiliated Group”) as defined in Internal Revenue Code Section 1504(a);

WHEREAS, Phoenix Home Life Mutual Insurance Company, a mutual life insurance company, organized under the laws of the State of New York, will convert from a mutual life insurance company into a stock life insurance company pursuant to a Plan of Reorganization under Section 7312 of the New York Insurance Law, as amended and restated on January 26, 2001 (the “Plan”);

WHEREAS, the Affiliated Group of which Phoenix Home Life Mutual Insurance Company is the common parent immediately prior to the consummation of the Plan, will remain in existence after the consummation of the Plan, with The Phoenix Companies, Inc. as the common parent;

WHEREAS, federal consolidated income tax returns have been filed by Phoenix Home Life Mutual Insurance Company for taxable years ending December 31, 1992, and for all subsequent taxable periods for which the Affiliated Group had been required to file a consolidated tax return, and the election to file a life-nonlife, consolidated income tax returns pursuant to Section 1504(c) of the Code will remain in effect after consummation of the Plan; and

WHEREAS, it is The Phoenix Companies, Inc.’s express purpose to comply with the principles of the New York Insurance Department’s Circular Letter No. 33 the existing Tax Allocation Agreement by and among Phoenix Home Life Mutual Insurance Company and its affiliated companies dated November 10, 1994 (the “Federal Tax Allocation Agreement”) is hereby amended and restated effective upon the demutualization of Phoenix Home Life Mutual Insurance Company (the “Plan Effective Date”);

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

(1)

Definitions

For purposes of this Agreement, the following terms are defined:

(a)

Parent:  The Phoenix Companies, Inc.

Federal EIN:  06-1599088.

(b)

Affiliated Group:  The Affiliated Group of corporations as defined in Section 1504(a) of the Internal Revenue Code of 1986 (the “Code”), of which The Phoenix Companies, Inc. is the common parent.

(2)

Following consummation of the Plan of Reorganization, The Phoenix Companies, Inc., as the common parent of the Affiliated Group, shall file a federal consolidated income tax return for each subsequent taxable period as required under the Code.

(3)

Each subsidiary of The Phoenix Companies, Inc. shall execute and file such consent elections, and other documents that may be required or appropriate for the proper filing of such returns.  If during a consolidated return period the Parent or any subsidiary acquires or organizes another corporation that is required to be included in the consolidated return, then such corporation shall join in and be bound by this Agreement.

(4)

To help assure the enforceable right of those members which are ins