10-Q

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                                                 FORM 10-Q

                                                 UNITED STATES
                                      SECURITIES AND EXCHANGE COMMISSION
                                          WASHINGTON, D.C. 20549


                                                  (MARK ONE)

                    [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                           OF THE SECURITIES EXCHANGE ACT OF 1934

                              FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

                                                      OR

                    [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                           OF THE SECURITIES EXCHANGE ACT OF 1934

                           FOR THE TRANSITION PERIOD FROM __________ TO __________

                                        Commission file number 001-16517

                                          THE PHOENIX COMPANIES, INC.
                         (Exact name of registrant as specified in its charter)

                     Delaware                                                  06-1599088
          (State or other jurisdiction of                                   (I.R.S. Employer
          incorporation or organization)                                   Identification No.)

                             One American Row, Hartford, Connecticut 06102-5056
                                              (860) 403-5000
                          ________________________________________________________
                              (Address, including zip code, and telephone number,
                             including area code, of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

Yes X.  No__

Indicated by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Exchange Act).

Yes X.  No__

On July 31 2004, the registrant had 94,708,223 shares of common stock outstanding.





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                                                      1



                                               TABLE OF CONTENTS

PART I.    FINANCIAL INFORMATION                                                                           Page

  Item 1.    Unaudited Interim Condensed Consolidated Financial Statements:
               Unaudited Interim Condensed Consolidated Balance Sheet June 30, 2004
                 (unaudited) and December 31, 2003......................................................     3
               Unaudited Interim Condensed Consolidated Statement of Income and Comprehensive
                 Income for the three and six months ended June 30, 2004 and 2003 (unaudited)...........     4
               Unaudited Interim Condensed Consolidated Statement of Cash Flows
                 for the six months ended June 30, 2004 and 2003 (unaudited)............................     5
               Unaudited Interim Condensed Consolidated Statement of Changes in Stockholders'
                 Equity for the three and six months ended June 30, 2004 and 2003 (unaudited)...........     6
               Notes to Unaudited Interim Condensed Consolidated Financial Statements for the
                 three and six months ended June 30, 2004 and 2003 (unaudited)..........................     7
  Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations......    34
  Item 3.    Quantitative and Qualitative Disclosures About Market Risk.................................    75
  Item 4.    Controls and Procedures....................................................................    80

PART II.   OTHER INFORMATION

  Item 1.    Legal Proceedings..........................................................................    81
  Item 2.    Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities...........    82
  Item 3.    Defaults Upon Senior Securities............................................................    82
  Item 4.    Submission of Matters to a Vote of Security Holders........................................    82
  Item 5.    Other Information..........................................................................    83
  Item 6.    Exhibits and Reports on Form 8-K...........................................................    83
Signature...............................................................................................    88

                                                      2



PART I.
                                             FINANCIAL INFORMATION

ITEM 1.  UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                          THE PHOENIX COMPANIES, INC.
                            Unaudited Interim Condensed Consolidated Balance Sheet
                                  ($ amounts in millions, except share data)
                                June 30, 2004 (unaudited) and December 31, 2003

                                                                                      2004           2003
                                                                                --------------- ---------------
ASSETS:
Available-for-sale debt securities, at fair value............................    $   12,944.9    $   13,273.0
Available-for-sale equity securities, at fair value..........................           319.3           312.0
Mortgage loans, at unpaid principal balances.................................           256.4           284.1
Venture capital partnerships, at equity in net assets........................           249.3           234.9
Affiliate equity securities, at equity in net assets.........................            47.7            47.5
Policy loans, at unpaid principal balances...................................         2,238.7         2,227.8
Other investments............................................................           399.5           402.0
                                                                                --------------- ---------------
                                                                                     16,455.8        16,781.3
Available-for-sale debt and equity securities pledged as collateral,
  at fair value..............................................................         1,275.4         1,350.0
                                                                                --------------- ---------------
Total investments............................................................        17,731.2        18,131.3
Cash and cash equivalents....................................................           623.7           447.9
Accrued investment income....................................................           223.7           222.3
Receivables..................................................................           206.3           224.9
Deferred policy acquisition costs............................................         1,465.2         1,367.7
Deferred income taxes........................................................            55.4            58.7
Intangible assets............................................................           320.3           335.1
Goodwill.....................................................................           420.8           419.9
Other assets.................................................................           214.9           268.2
Separate account assets......................................................         6,526.4         6,083.2
                                                                                --------------- ---------------
Total assets.................................................................    $   27,787.9    $   27,559.2
                                                                                =============== ===============

LIABILITIES:
Policy liabilities and accruals..............................................    $   13,069.4    $   13,088.6
Policyholder deposit funds...................................................         3,542.2         3,642.7
Stock purchase contracts.....................................................           138.3           128.8
Indebtedness.................................................................           661.2           639.0
Other general account liabilities............................................           494.5           525.7
Non-recourse collateralized obligations......................................         1,400.7         1,472.0
Separate account liabilities.................................................         6,526.4         6,083.2
                                                                                --------------- ---------------
Total liabilities............................................................        25,832.7        25,580.0

CONTINGENT LIABILITIES AND COMMITMENTS (NOTES 11 & 12)

MINORITY INTEREST IN NET ASSETS OF CONSOLIDATED SUBSIDIARIES.................            33.4            31.4
                                                                                --------------- ---------------
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value: 106,376,363 and 106,376,363 shares issued......             1.0             1.0
Additional paid-in capital...................................................         2,429.4         2,428.8
Deferred compensation on restricted stock units..............................            (3.2)           (3.6)
Accumulated deficit..........................................................          (336.8)         (352.7)
Accumulated other comprehensive income.......................................            16.9            63.7
Treasury stock, at cost: 11,702,704 and 11,930,647 shares....................          (185.5)         (189.4)
                                                                                --------------- ---------------
Total stockholders' equity...................................................         1,921.8         1,947.8
                                                                                --------------- ---------------
Total liabilities, minority interest and stockholders' equity................    $   27,787.9    $   27,559.2
                                                                                =============== ===============

The accompanying notes are an integral part of these condensed financial statements.

                                                      3


                                          THE PHOENIX COMPANIES, INC.
             Unaudited Interim Condensed Consolidated Statement of Income and Comprehensive Income
                                ($ amounts in millions, except per share data)
                         Three and Six Months Ended June 30, 2004 and 2003 (unaudited)

                                                                 Three Months                 Six Months
                                                          --------------------------  -------------------------
                                                                            2003                       2003
                                                              2004        Restated        2004       Restated
                                                          ------------  ------------  ------------ ------------
REVENUES:
Premiums................................................   $   238.2     $   248.5     $   470.9    $   494.6
Insurance and investment product fees...................       154.2         137.0         314.6        273.1
Investment income, net of expenses......................       258.9         277.7         537.1        568.8
Net realized investment gains (losses)..................        15.6        (104.7)         18.1       (118.8)
                                                          ------------  ------------  ------------ ------------
Total revenues..........................................       666.9         558.5       1,340.7      1,217.7
                                                          ------------  ------------  ------------ ------------

BENEFITS AND EXPENSES:
Policy benefits, excluding policyholder dividends.......       341.3         348.4         686.9        699.2
Policyholder dividends..................................       105.3          94.2         211.2        210.7
Policy acquisition cost amortization....................        23.1          25.9          45.7         53.9
Intangible asset amortization...........................         8.3           8.2          16.6         16.6
Interest expense on indebtedness........................         9.9           9.9          19.7         19.7
Interest expense on non-recourse collateralized
  obligations...........................................         7.5          12.6          16.4         25.9
Other operating expenses................................       146.8         140.4         292.2        270.7
                                                          ------------  ------------  ------------ ------------
Total benefits and expenses.............................       642.2         639.6       1,288.7      1,296.7
                                                          ------------  ------------  ------------ ------------
Income (loss) from continuing operations before
  income taxes and minority interest....................        24.7         (81.1)         52.0        (79.0)
Applicable income tax (benefit).........................         6.7         (34.2)         14.0        (36.6)
                                                          ------------  ------------  ------------ ------------
Income (loss) from continuing operations
  before minority interest..............................        18.0         (46.9)         38.0        (42.4)
Minority interest in net income of
  consolidated subsidiaries.............................        (3.4)         (2.3)         (7.1)        (5.1)
                                                          ------------  ------------  ------------ ------------
Income (loss) from continuing operations................        14.6         (49.2)         30.9        (47.5)
Income (loss) from discontinued operations..............        (0.2)         (0.4)          0.1         (0.8)
                                                          ------------  ------------  ------------ ------------
Net income (loss).......................................   $    14.4     $   (49.6)    $    31.0    $   (48.3)
                                                          ============  ============  ============ ============

EARNINGS PER SHARE:
Income (loss) from continuing operations - basic........   $    0.15     $   (0.52)    $    0.33    $   (0.50)
Income (loss) from continuing operations - diluted......   $    0.15     $   (0.52)    $    0.30    $   (0.50)
                                                          ============  ============  ============ ============
Net income (loss) - basic...............................   $    0.14     $   (0.53)    $    0.33    $   (0.51)
Net income (loss) - diluted.............................   $    0.14     $   (0.53)    $    0.30    $   (0.51)
                                                          ============  ============  ============ ============
Basic weighted-average common shares outstanding
  (in thousands)........................................      94,644        94,150        94,569       94,099
Diluted weighted-average common shares outstanding
  (in thousands)........................................     101,294        94,150       101,645       94,099
                                                          ============  ============  ============ ============

COMPREHENSIVE INCOME:
Net income (loss).......................................   $    14.4     $   (49.6)    $    31.0    $   (48.3)
                                                          ------------  ------------  ------------ ------------
Net unrealized investment gains (losses)................      (124.8)        102.6         (63.2)       104.1
Net unrealized foreign currency translation adjustment..        (2.0)          5.8           0.4          4.8
Net unrealized derivative instruments gains (losses)....        49.9          61.9          16.0         72.9
                                                          ------------  ------------  ------------ ------------
Other comprehensive income (loss).......................       (76.9)        170.3         (46.8)       181.8
                                                          ------------  ------------  ------------ ------------
Comprehensive income (loss).............................   $   (62.5)    $   120.7     $   (15.8)   $   133.5
                                                          ============  ============  ============ ============

The accompanying notes are an integral part of these condensed financial statements.

                                                      4



                                          THE PHOENIX COMPANIES, INC.
                       Unaudited Interim Condensed Consolidated Statement of Cash Flows
                                            ($ amounts in millions)
                              Six Months Ended June 30, 2004 and 2003 (unaudited)

                                                                                          Six Months
                                                                                -------------------------------
                                                                                                     2003
                                                                                      2004         Restated
                                                                                --------------- ---------------
OPERATING ACTIVITIES:
Premiums collected...........................................................    $      462.5    $      485.5
Insurance and investment product fees collected..............................           319.3           274.4
Investment income collected..................................................           512.2           516.5
Policy benefits paid, excluding policyholder dividends.......................          (562.7)         (525.5)
Policyholder dividends paid..................................................          (184.9)         (187.0)
Policy acquisition costs paid................................................           (89.4)         (100.6)
Interest expense on indebtedness paid........................................           (18.6)          (17.9)
Interest expense on collateralized obligations paid..........................           (16.4)          (25.9)
Other operating expenses paid................................................          (282.3)         (283.6)
Income taxes refunded........................................................             2.4             9.6
                                                                                --------------- ---------------
Cash from continuing operations..............................................           142.1           145.5
Discontinued operations, net.................................................           (16.5)          (45.0)
                                                                                --------------- ---------------
Cash from operating activities...............................................           125.6           100.5
                                                                                --------------- ---------------

INVESTING ACTIVITIES:
Investment purchases.........................................................        (1,956.0)       (3,110.1)
Investment sales, repayments and maturities..................................         2,097.3         2,297.6
Debt and equity securities pledged
  as collateral purchases....................................................           (64.5)           (4.5)
Debt and equity securities pledged as collateral sales.......................            99.8            26.2
Subsidiary purchases.........................................................           (36.8)          (19.2)
Subsidiary sales.............................................................             4.6            --
Premises and equipment additions.............................................            (3.4)           (5.8)
Premises and equipment disposals.............................................            25.9            --
Discontinued operations, net.................................................             6.6            (6.7)
                                                                                --------------- ---------------
Cash from (for) investing activities.........................................           173.5          (822.5)
                                                                                --------------- ---------------

FINANCING ACTIVITIES:
Policyholder deposit fund deposits...........................................           445.7           899.6
Policyholder deposit fund withdrawals........................................          (546.2)         (550.8)
Other indebtedness proceeds..................................................            25.0            --
Collateralized obligations proceeds..........................................            --              --
Collateralized obligations repayments........................................           (40.0)          (32.4)
Common stock dividends paid..................................................            --              --
Minority interest distributions..............................................            (7.8)           (9.3)
                                                                                --------------- ---------------
Cash from (for) financing activities.........................................          (123.3)          307.1
                                                                                --------------- ---------------
Change in cash and cash equivalents..........................................           175.8          (414.9)
Cash and cash equivalents, beginning of period...............................           447.9         1,110.5
                                                                                --------------- ---------------
Cash and cash equivalents, end of period.....................................    $      623.7    $      695.6
                                                                                =============== ===============

Included in cash and cash equivalents above is cash pledged as collateral of $14.0 million and $41.3 million
at June 30, 2004 and 2003, respectively.

The accompanying notes are an integral part of these condensed financial statements.

                                                      5



                                          THE PHOENIX COMPANIES, INC.
             Unaudited Interim Condensed Consolidated Statement of Changes in Stockholders' Equity
                           ($ amounts in millions, except share and per share data)
                         Three and Six Months Ended June 30, 2004 and 2003 (unaudited)

                                                                  Three Months                Six Months
                                                          --------------------------  -------------------------
                                                                            2003                       2003
                                                              2004        Restated        2004       Restated
                                                          ------------  ------------  -----------  ------------
COMMON STOCK AND
ADDITIONAL PAID-IN CAPITAL:
Restricted stock units awarded as compensation
  (18,694; 255,102; 64,767; and 649,839 units)...........  $     0.2     $     2.0     $     0.9    $     5.0
Restricted stock units awarded as payment of liabilities
  (0; 161,768; 0; and 161,768 units).....................       --             1.5          --            1.5
Stock options awarded as compensation
  (80,000; 476,089; 210,000; and 476,089 options)........        0.3          --             0.5         --
Excess of cost over fair value of common shares
  contributed to employee savings plan...................       (0.5)         (1.0)         (0.8)        (1.3)

DEFERRED COMPENSATION ON
RESTRICTED STOCK UNITS:
Compensation expense deferred on
  restricted stock units awarded.........................       --            (2.0)         (0.5)        (5.0)
Compensation expense recognized on
  restricted stock units.................................        0.5           0.3           0.9          0.5

RETAINED EARNINGS
(ACCUMULATED DEFICIT):
Net income (loss)........................................       14.4         (49.6)         31.0        (48.3)
Common stock dividend declared ($0.16 per share).........      (15.1)        (15.1)        (15.1)       (15.1)

ACCUMULATED OTHER
COMPREHENSIVE INCOME:
Other comprehensive income (loss)........................      (76.9)        170.3         (46.8)       181.8

TREASURY STOCK:
Common shares contributed to employee savings plan
  (91,804; 115,104; 226,085; and 157,437 shares).........        1.7           1.8           3.9          2.5
                                                          ------------  ------------  ------------ ------------
Change in stockholders' equity..........................       (75.4)        108.2         (26.0)       121.6
Stockholders' equity, beginning of period................    1,997.2       1,840.2       1,947.8      1,826.8
                                                          ------------  ------------  ------------ ------------
Stockholders' equity, end of period.....................   $ 1,921.8     $ 1,948.4     $ 1,921.8    $ 1,948.4
                                                          ============  ============  ============ ============

The accompanying notes are an integral part of these condensed financial statements.

                                                       6



                                          THE PHOENIX COMPANIES, INC.
                    Notes to Unaudited Interim Condensed Consolidated Financial Statements
                         Three and Six Months Ended June 30, 2004 and 2003 (unaudited)



1.   Organization and Operations

Our unaudited interim condensed consolidated financial statements include the accounts of The Phoenix
Companies, Inc., its subsidiaries and certain sponsored collateralized obligation trusts as described in Note
7. The Phoenix Companies, Inc. is a holding company whose operations are conducted through subsidiaries, the
principal ones of which are Phoenix Life Insurance Company, or Phoenix Life, and Phoenix Investment Partners,
Ltd., or PXP. We have eliminated significant intercompany accounts and transactions in consolidating these
financial statements. We have restated certain 2003 amounts on our Unaudited Interim Condensed Consolidated
Statement of Income and Comprehensive Income, our Unaudited Interim Condensed Consolidated Statement of Cash
Flows and our Unaudited Interim Condensed Consolidated Statement of Changes in Stockholders' Equity to correct
an accounting error related to the method of consolidation for several of our sponsored collateralized
obligation trusts, which is further described below. Also, we have reclassified certain amounts for 2003 to
conform with 2004 presentation.

We have prepared these financial statements in accordance with generally accepted accounting principles, or
GAAP. In preparing these financial statements in conformity with GAAP, we are required to make estimates and
assumptions that affect the reported amounts of assets and liabilities at reporting dates and the reported
amounts of revenues and expenses during the reporting periods. Actual results will differ from these estimates
and assumptions. We employ significant estimates and assumptions in the determination of: deferred policy
acquisition costs; policyholder liabilities and accruals; the valuation of intangible assets; the valuation of
investments in debt and equity securities and venture capital partnerships; the valuation of deferred tax
assets; pension and other post-employment benefits liabilities; and accruals for contingent liabilities. Our
significant accounting policies are presented in the notes to our consolidated financial statements in our
2003 Annual Report on Form 10-K.

Our unaudited interim condensed financial statements do not include all of the disclosures required by GAAP
for annual financial statements. In our opinion, we have included all adjustments, consisting of normal
recurring adjustments, considered necessary for a fair statement of the results for the interim periods.
Financial results for the three and six month periods in 2004 are not necessarily indicative of the results
that may be expected for the year 2004. These unaudited condensed consolidated financial statements should be
read in conjunction with our consolidated financial statements in our 2003 Annual Report on Form 10-K.

Accounting changes and restatement of prior periods

Other-Than Temporary Impairments: Portions of Emerging Issues Task Force Abstract EITF 03-1, The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments, or EITF 03-1 are effective for
fiscal periods beginning after June 15, 2004. EITF 03-1 provides guidance as to the determination of
other-than-temporary impaired securities and requires additional disclosures with respect to unrealized
losses. These accounting and disclosure requirements largely codify our existing practices and thus, are not
anticipated to have a material affect on our consolidated financial statements.

Post-retirement Benefits: On May 19, 2004, the Financial Accounting Standards Board, or the FASB, issued FASB
Staff Position No. FAS 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription
Drug, Improvement and Modernization Act of 2003, or the FSP. For employers that sponsor post-retirement
benefit plans, or plan sponsors that provide prescription drug benefits to retirees, the FSP requires any
effects of the anticipated federal tax subsidy related to those drug benefits be treated as an actuarial gain.
The effect of the FSP is immaterial to our consolidated financial statements.

                                                       7



Nontraditional Long-Duration Contracts and Separate Accounts: Effective January 1, 2004, we adopted the
AICPA's Statement of Position 03-1, Accounting and Reporting by Insurance Enterprises for Certain
Nontraditional Long-Duration Contracts and for Separate Accounts, or SOP 03-1. SOP 03-1 provides guidance
related to the accounting, reporting and disclosure of certain insurance contracts and separate accounts,
including guidance for computing reserves for products with guaranteed benefits such as guaranteed minimum
death benefits and for products with annuitization benefits such as guaranteed minimum income benefits. In
addition, SOP 03-1 addresses the presentation and reporting of separate accounts, as well as rules concerning
the capitalization and amortization of sales inducements. Since this new accounting standard largely codifies
certain accounting and reserving practices related to applicable nontraditional long-duration contracts and
separate accounts that we already followed, our adoption did not have a material effect on our consolidated
financial statements.

Variable Interest Entities: In January 2003, a new accounting standard was issued, FASB Interpretation No. 46,
or FIN 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51, that interprets the
existing standards on consolidation. FIN 46 was subsequently reissued as FIN 46-R in December 2003, with FIN
46-R providing additional interpretation as to existing standards on consolidation. FIN 46-R clarifies the
application of standards of consolidation to certain entities in which equity investors do not have the
characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to
finance its activities without additional subordinated financial support from other parties (variable interest
entities). Variable interest entities are required to be consolidated by their primary beneficiaries if they
do not effectively disperse risks among all parties involved. The primary beneficiary of a variable interest
entity is the party that absorbs a majority of the entity's expected losses, receives a majority of its
expected residual returns, or both, as a result of holding variable interests. As required under the original
standard, on February 1, 2003, we adopted the new standard for variable interest entities created after
January 31, 2003 and for variable interest entities in which we obtain an interest after January 31, 2003. In
addition, as required by the revised standard, on December 31, 2003 we adopted FIN 46-R for Special Purpose
Entities, or SPEs, in which we hold a variable interest that we acquired prior to February 1, 2003. FIN 46-R
requires our application of its provisions to non-SPE variable interest entities for periods ending after
March 15, 2004. The adoption of FIN 46-R for our non-SPE variable interest entities did not have a material
effect on our consolidated financial statements at June 30, 2004.

Stock-based Compensation: A new standard was issued by the FASB in 2002 which amends an existing standard on
accounting for stock-based compensation. The new standard provides methods of transition for a voluntary
change to fair value accounting for stock-based compensation. We adopted fair value accounting for stock-based
compensation in 2003 using the prospective method of transition provided by the new standard, which results in
expense recognition for stock options awarded after December 31, 2002. See Note 9 for additional information.

Consolidated Collateralized Obligation Trusts: We have restated certain 2003 amounts on our Consolidated
Statement of Income and Comprehensive Income, our Consolidated Statement of Cash Flows, and our Consolidated
Statement of Changes in Stockholders' Equity to correct an error related to our method of consolidation for
several of our sponsored collateralized obligation trusts, as further described in our 2003 Annual Report on
Form 10-K.

                                                       8



Originally reported and restated amounts for the three and six months ended June 30, 2003 follow:

Revised and Originally Reported
Select Financial Components:                        Three Months Ended                Six Months Ended
($ amounts in millions, except per share data)        June 30, 2003                     June 30, 2003
                                              -------------------------------- --------------------------------
                                               As Restated      As Reported     As Restated      As Reported
                                              --------------- ---------------- ---------------  ---------------
Income statement data
Insurance and investment product fees......    $      137.0    $      137.4     $      273.1     $      273.9
Investment income, net of expenses.........           277.7           263.8            568.8            540.5
Realized investment losses.................          (104.7)         (104.6)          (118.8)          (116.9)
Interest expense on non-recourse
  collateralized obligations...............            12.6            --               25.9             --
Net loss from continuing operations........           (49.2)          (49.1)           (47.5)           (45.6)
Net loss...................................    $      (49.6)   $      (49.5)    $      (48.3)    $      (46.4)

Earnings per share data
Loss from continuing operations - basic....    $      (0.52)   $      (0.52)    $      (0.50)    $      (0.48)
Loss from continuing operations - diluted..           (0.52)          (0.52)           (0.50)           (0.48)
Net loss - basic...........................           (0.53)          (0.53)           (0.51)           (0.49)
Net loss - diluted.........................    $      (0.53)   $      (0.53)    $      (0.51)    $      (0.49)

Business combinations and divestitures

In 2002, we acquired a 60% interest in Kayne Anderson Rudnick Investment Management, LLC, or Kayne Anderson
Rudnick, for $102.4 million; management of the company retained the remaining ownership interest. In addition
to the initial cost of the purchase, we made a subsequent payment, during the three months ended March 31,
2004, of $30.1 million, based upon growth in management fee revenue for the purchased business through the end
of 2003. This payment had been accrued for by PXP as goodwill as of December 31, 2003.

In January 2004, one member of Kayne Anderson Rudnick accelerated his put/call agreement, at which time we
acquired an additional 0.3% of Kayne Anderson Rudnick. We are also obligated to purchase an additional 14.7%
interest in the company by 2007.

We acquired the remaining minority interest in Walnut Asset Management LLC and Rutherford Brown & Catherwood,
LLC in March 2004 for $2.1 million as a result of the management members exercising their put/call agreements.
This additional purchase price was allocated by PXP to goodwill and definite-lived intangible assets.

The minority interests in each of our less than wholly-owned asset management subsidiaries are subject to
agreements which existed at the time of the acquisitions, pursuant to which either the minority interest
holders or PXP may exercise their respective rights to sell or buy the minority interests on specified future
dates or upon the occurrence of certain events. Payments made to acquire minority interest under the
agreements are recorded as a step purchase. Accordingly, the purchase price is allocated to the portion of the
assets acquired and liabilities assumed based on their respective fair values.

On March 31, 2004, we completed the sale of 100% of the common stock held by us in Phoenix National Trust
Company. The effect of this transaction is immaterial to our consolidated financial statements. Phoenix
National Trust Company is presented as a discontinued operation in our consolidated financial statements for
all periods presented.

Effective May 31, 2004, we sold our retail broker-dealer operations to Linsco/Private Ledger Financial
Services, or LPL. As part of the transaction, advisors affiliated with WS Griffith Securities, Inc., or
Griffith, and Main Street Management Company, or Main Street, ceased to be affiliated with Phoenix but had the
opportunity to move to LPL as independent registered representatives.

                                                       9



Revenues net of eliminations and direct expenses net of deferrals and certain transaction related costs
included in our consolidated financial statements related to our retail affiliate operations sold during the
second quarter are as follows:

Revenues and Direct Expenses:                                Three Months Ended           Six Months Ended
($ amounts in millions)                                           June 30,                 June 30,
                                                          --------------------------  -------------------------
                                                            2004          2003          2004         2003
                                                          ------------  ------------  ------------ ------------

Insurance and investment product fee revenues,
   net of eliminations..................................   $    14.0     $    14.7     $    26.8    $    28.4
Direct other operating expenses, net of deferrals.......        19.2          22.2          44.7         42.6

Actual net expense savings to be realized from the sale of Griffith and Main Street will be dependent on the
effect this transaction has on future sales and persistency of inforce life and annuity business and thus,
actual net expense savings realized from the sale may fall short or exceed our current expectations of an
annual pre-tax earnings benefit of $10.0 million or more.

We incurred a $3.6 million net of tax charge, recorded as a realized investment loss, for an impairment of
goodwill related to Main Street and a $0.9 million net of tax charge for employee severance costs during the
first quarter of 2004 related to this divestiture. We realized a $2.7 million net of tax gain, recorded as a
realized investment gain, on the sale of the broker-dealer operations during the second quarter of 2004, and
we incurred an $8.4 million net of tax charge related to employee severance and lease termination costs,
offset by a $4.4 million after-tax gain related to curtailment accounting related to employee benefit plans.
As of June 30, 2004, our remaining liability for the employee severance cost was $6.9 million, which is
expected to be fully paid by early 2005. Our remaining liability for the lease termination cost was $4.3
million, which is expected to be fully paid by the end of 2008.

On May 7, 2004, we signed a definitive agreement to sell Phoenix Global Solutions, Inc., our India-based
information technology subsidiary, to Tata Consultancy Services, a division of Tata Sons Ltd. This
transaction, which is not material to our consolidated financial statements, closed on July 2, 2004.


2.   Business Segments

We are a manufacturer of insurance, annuity and asset management products for the accumulation, preservation
and transfer of wealth. We provide products and services to affluent and high-net-worth individuals through
their advisors and to institutions directly and through consultants. We offer a broad range of life insurance,
annuity and asset management products through a variety of independent distributors. These products are
managed within two operating segments — Life and Annuity and Asset Management. We report our remaining
activities in two non-operating segments — Venture Capital and Corporate and Other.

The Life and Annuity segment includes individual life insurance and annuity products including participating
whole life, universal life, variable life, term life and variable annuities. The Asset Management segment
includes private client and institutional investment management and distribution, including managed accounts,
open-end mutual funds and closed-end funds. We provide more information on the Life and Annuity and Asset
Management operating segments in Note 3 and Note 4, respectively.

The Venture Capital segment includes our equity share in the operating income and the realized and unrealized
investment gains of our venture capital partnership investments held in the general account of Phoenix Life,
but outside the closed block. We provide more information on this segment in Note 5. The Corporate and Other
segment includes all interest expense, as well as several smaller subsidiaries and investment activities which
do not meet the thresholds of reportable segments. These include international operations and the run-off of
our group pension and guaranteed investment contract businesses.

We evaluate segment performance on the basis of segment income. Realized investment gains and losses and
certain other items are excluded because we do not consider them when evaluating the financial performance of
the segments. The size and timing of realized investment gains and losses are often subject to our discretion.
The


                                                       10



other items are removed from segment after-tax operating income if, in our opinion, they are not indicative of
overall operating trends. While some of these items may be significant components of net income, we believe
that segment income is an appropriate measure that represents the earnings attributable to the ongoing
operations of the business.

The criteria used to identify an item that will be excluded from segment income include: whether the item is
infrequent and is material to the segment's income; or whether it results from a business restructuring, or a
change in regulatory requirements, or relates to other unusual circumstances (e.g., non-routine litigation).
We include information on other items allocated to our segments in their respective notes for information
only. Items excluded from segment income may vary from period to period. Because these items are excluded
based on our discretion, inconsistencies in the application of our selection criteria may exist. Segment
income is not a substitute for net income determined in accordance with GAAP and may be different from
similarly titled measures of other companies.

We allocate indebtedness and related interest expense to our Corporate and Other segment. We allocate capital
to our Life and Annuity segment based on risk-based capital, or RBC, for our insurance products. We used 300%
of RBC levels for 2004 and 2003. Capital within our life insurance companies that is unallocated is included
in our Corporate and Other segment. We allocate capital to our Asset Management segment on the basis of the
historical capital within that segment. We allocate net investment income based on the assets allocated to the
segments. We allocate certain costs and expenses to the segments based on a review of the nature of the costs,
time studies and other methodologies. Investment income on debt and equity securities pledged as collateral as
well as interest expense on non-recourse collateralized obligations, both related to three consolidated
collateralized obligation trusts we sponsor, are included in the Corporate and Other segment. Excess
investment income on debt and equity securities pledged as collateral represent investment advisory fees
earned by our asset management subsidiary and are allocated to the Asset Management segment as investment
product fees for segment reporting purposes only.

Segment Information on Assets:                                                    June 30,        Dec 31,
($ amounts in millions)                                                             2004            2003
                                                                               --------------- ---------------

Segment assets
Life and annuity segment....................................................    $   24,525.3    $   24,219.5
Asset management segment....................................................           839.5           851.2
                                                                               --------------- ---------------
Operating segment assets....................................................        25,364.8        25,070.7
Venture capital segment.....................................................           206.2           196.3
Corporate and other segment.................................................         2,193.8         2,264.0
                                                                               --------------- ---------------
Total segment assets........................................................        27,764.8        27,531.0
Net assets of discontinued operations.......................................            23.1            28.2
                                                                               --------------- ---------------
Total assets................................................................    $   27,787.9    $   27,559.2
                                                                               =============== ===============



                                                       11


                                                    Three Months Ended                 Six Months Ended
                                                         June 30,                          June 30,
                                              --------------------------------  -------------------------------
Segment Information on Revenues and Income:                         2003                             2003
($ amounts in millions)                             2004          Restated           2004          Restated
                                              ---------------  ---------------  --------------- ---------------

Segment revenues
Life and annuity segment....................   $      566.9     $      578.9     $    1,139.0    $    1,151.4
Asset management segment....................           66.5             58.6            136.7           115.9
Elimination of inter-segment revenues.......            1.1             (1.2)             1.8            (2.4)
                                              ---------------  ---------------  --------------- ---------------
Operating segment revenues..................          634.5            636.3          1,277.5         1,264.9
Venture capital segment.....................            4.4              5.8             16.0            29.7
Corporate and other segment.................           12.4             21.1             29.1            42.3
                                              ---------------  ---------------  --------------- ---------------
Total segment revenues......................          651.3            663.2          1,322.6         1,336.9
Net realized investment gains (losses)......           15.6           (104.7)            18.1          (118.8)
Other.......................................           --               --               --              (0.4)
                                              ---------------  ---------------  --------------- ---------------
Total revenues..............................   $      666.9     $      558.5     $    1,340.7    $    1,217.7
                                              ===============  ===============  =============== ===============

Segment income (loss)
Life and annuity segment....................   $       33.8     $       27.8     $       59.6    $       45.8
Asset management segment....................            0.1             (5.7)             0.2           (11.5)
                                              ---------------  ---------------  --------------- ---------------
Operating segment pre-tax income............           33.9             22.1             59.8            34.3
Venture capital segment.....................            4.4              5.8             16.0            29.7
Corporate and other segment.................          (16.0)           (12.5)           (28.7)          (23.9)
                                              ---------------  ---------------  --------------- ---------------
Total segment income before income taxes....           22.3             15.4             47.1            40.1
Applicable income taxes.....................            5.7              3.5             13.0            11.0
                                              ---------------  ---------------  --------------- ---------------
Total segment income........................           16.6             11.9             34.1            29.1
Gain (loss) from discontinued operations,
  net of income taxes.......................           (0.2)            (0.4)             0.1            (0.8)
Net realized investment gains (losses),
  net of income taxes and other offsets.....            5.0            (59.3)             5.7           (73.6)
Restructuring costs, net of income taxes....           (7.0)            (1.8)            (8.9)           (4.3)
Other income, net of income taxes...........           --               --               --               1.3
                                              ---------------  ---------------  --------------- ---------------
Net income (loss)...........................   $       14.4     $      (49.6)    $       31.0    $      (48.3)
                                              ===============  ===============  =============== ===============

3.   Life and Annuity Segment

The Life and Annuity segment includes individual life insurance and annuity products of Phoenix Life and
certain of its subsidiaries and affiliates (together, our Life Companies), including universal life, variable
universal life, term life and fixed and variable annuities. It also includes the results of our closed block,
which consists primarily of participating whole life products. Segment information on assets, segment income
and deferred policy acquisition costs follows:

Life and Annuity Segment Assets:                                                   June 30,        Dec 31,
($ amounts in millions)                                                              2004            2003
                                                                                --------------- ---------------
Segment assets
Investments..................................................................    $   15,737.9    $   16,203.3
Cash and cash equivalents....................................................           459.8           250.5
Receivables..................................................................           253.7           228.1
Deferred policy acquisition costs............................................         1,465.2         1,367.7
Deferred income taxes........................................................            39.2            40.2
Goodwill and other intangible assets.........................................            10.2            15.3
Other general account assets.................................................           142.1           204.1
Separate accounts............................................................         6,417.2         5,910.3
                                                                                --------------- ---------------
Total segment assets.........................................................    $   24,525.3    $   24,219.5
                                                                                =============== ===============


                                                       12


Life and Annuity Segment Income:                              Three Months Ended          Six Months Ended
($ amounts in millions)                                            June 30,                   June 30,
                                                          --------------------------  -------------------------
                                                              2004          2003          2004         2003
                                                          ------------  ------------  ------------ ------------
Segment income
Premiums................................................   $   238.2     $   248.5     $   470.9    $   494.6
Insurance and investment product fees...................        86.5          79.2         176.0        157.4
Net investment income...................................       242.2         251.2         492.1        499.4
                                                          ------------  ------------  ------------ ------------
Total segment revenues..................................       566.9         578.9       1,139.0      1,151.4
                                                          ------------  ------------  ------------ ------------
Policy benefits, including policyholder dividends.......       437.1         449.9         886.1        905.2
Policy acquisition cost amortization....................        24.3          24.7          46.5         52.2
Other operating expenses................................        71.7          76.5         146.8        148.2
                                                          ------------  ------------  ------------ ------------
Total segment benefits and expenses.....................       533.1         551.1       1,079.4      1,105.6
                                                          ------------  ------------  ------------ ------------
Segment income before income taxes......................        33.8          27.8          59.6         45.8
Allocated income taxes..................................        10.2           8.4          17.4         12.4
                                                          ------------  ------------  ------------ ------------
Segment income..........................................        23.6          19.4          42.2         33.4
Net realized investment gains (losses),
  net of income taxes and other offsets.................         1.5           3.9          (2.0)         2.6
Restructuring charges, after income taxes...............        (5.4)         --            (6.2)        --
                                                          ------------  ------------  ------------ ------------
Segment net income......................................   $    19.7     $    23.3     $    34.0    $    36.0
                                                          ============  ============  ============ ============

Life and Annuity Segment Revenues by Product:                 Three Months Ended           Six Months Ended
($ amounts in millions)                                            June 30,                    June 30,
                                                          --------------------------  -------------------------
                                                              2004          2003          2004         2003 
                                                          ------------  ------------  ------------ ------------
Premiums
Term life insurance.....................................   $     2.7     $     2.1     $     5.4    $     4.4
Other life insurance....................................         3.9           2.9           6.5          5.2
                                                          ------------  ------------  ------------ ------------
Total, non-participating life insurance.................         6.6           5.0          11.9          9.6
Participating life insurance............................       231.6         243.5         459.0        485.0
                                                          ------------  ------------  ------------ ------------
Total premiums..........................................       238.2         248.5         470.9        494.6
                                                          ------------  ------------  ------------ ------------
Insurance and investment product fees
Variable universal life insurance.......................        25.1          25.2          50.8         49.9
Universal life insurance................................        28.4          22.8          55.1         46.4
Other life insurance....................................        17.0          17.3          38.3         33.2
                                                          ------------  ------------  ------------ ------------
Total, life insurance...................................        70.5          65.3         144.2        129.5
Annuities...............................................        16.0          14.1          31.8         27.9
                                                          ------------  ------------  ------------ ------------
Total insurance and investment product fees.............        86.5          79.4         176.0        157.4
Net investment income...................................       242.2         251.0         492.1        499.4
                                                          ------------  ------------  ------------ ------------
Segment revenues........................................   $   566.9     $   578.9     $ 1,139.0    $ 1,151.4
                                                          ============  ============  ============ ============

                                                              Three Months Ended           Six Months Ended
Deferred Policy Acquisition Costs:                                 June 30,                    June 30,
($ amounts in millions)                                   --------------------------  -------------------------
                                                               2004          2003          2004         2003
                                                          ------------  ------------  ------------ ------------

Policy acquisition costs deferred.......................   $    42.5     $    44.0     $    89.5    $   100.6
Costs amortized to expenses:
  Recurring costs related to segment income.............       (24.3)        (24.7)        (46.5)       (52.2)
  Decrease (increase) related to realized
    investment gains or losses..........................         1.2          (1.2)          0.8         (1.7)
Offsets to net unrealized investment gains or losses
  included in other comprehensive income................        87.3         (40.1)         53.7        (32.8)
                                                          ------------  ------------  ------------ ------------
Change in deferred policy acquisition costs.............       106.7         (22.0)         97.5         13.9
Deferred policy acquisition costs,
  beginning of period...................................     1,358.5       1,270.0       1,367.7      1,234.1
                                                          ------------  ------------  ------------ ------------
Deferred policy acquisition costs, end of period........   $ 1,465.2     $ 1,248.0     $ 1,465.2    $ 1,248.0
                                                          ============  ============  ============ ============

                                                       13



We have included in deferred policy acquisition costs the present value of future profits from two major
reinsurance assumed transactions and the purchase of the minority interest in a subsidiary. The amounts
included at June 30, 2004 and December 31, 2003 follow: Confederation Life ($43.9 million and $36.0 million,
respectively), Valley Forge Life ($34.8 million and $37.4 million, respectively) and PFG Holdings ($9.6
million and $9.7, respectively).

Policy liabilities and accruals

Policyholder liabilities are primarily for participating life insurance policies and universal life insurance
policies. For universal life, this includes deposits received from customers and investment earnings on their
fund balances, which range from 4.00% to 6.00% at June 30, 2004 and 4.00% to 6.25% at December 31, 2003, less
administrative and mortality charges.

Policyholder deposit funds

Policyholder deposit funds primarily consist of annuity deposits received from customers, dividend
accumulations and investment earnings on their fund balances, which range from 1.1% to 12.3% at June 30, 2004
and 1.0% to 12.3% at December 31, 2003, less administrative charges.

Participating life insurance

Participating life insurance inforce was 36.8% and 38.8% of the face value of total individual life insurance
inforce at June 30, 2004 and December 31, 2003, respectively.

Closed block

In 1999, we began the process of reorganizing and demutualizing our then principal operating company, Phoenix
Home Life Mutual Insurance Company. We completed the process in June 2001, when all policyholder membership
interests in this mutual company were extinguished and eligible policyholders of the mutual company received
shares of common stock of The Phoenix Companies, Inc., together with cash and policy credits, as compensation.
To protect the future dividends of these policyholders, we also established a closed block for their existing
policies. Summary financial data for the closed block follows:



                                                       14


Closed Block Assets and Liabilities:                                     June 30,       Dec 31,    Inception
($ amounts in millions)                                                    2004          2003    (Dec 31, 1999)
                                                                       ------------  ------------ ------------

Debt securities.......................................................  $ 6,736.1     $ 6,906.4    $ 4,773.1
Equity securities.....................................................       85.7          82.9         --
Mortgage loans........................................................      214.4         228.5        399.0
Venture capital partnerships..........................................       43.1          38.6         --
Policy loans..........................................................    1,384.1       1,386.8      1,380.0
Other invested assets.................................................       53.8          46.7         --
                                                                       ------------  ------------ ------------
Total closed block investments........................................    8,517.2       8,689.9      6,552.1
Cash and cash equivalents.............................................      223.7          40.5         --
Accrued investment income.............................................      118.7         120.2        106.8
Receivables...........................................................       48.5          43.0         35.2
Deferred income taxes.................................................      377.0         377.0        389.4
Other closed block assets.............................................       12.7          62.3          6.2
                                                                       ------------  ------------ ------------
Total closed block assets.............................................    9,297.8       9,332.9      7,089.7
                                                                       ------------  ------------ ------------
Policy liabilities and accruals.......................................    9,779.9       9,723.1      8,301.7
Policyholder dividends payable........................................      383.8         369.8        325.1
Policyholder dividend obligation......................................      371.8         519.2         --
Other closed block liabilities........................................       82.1          63.0         12.3
                                                                       ------------  ------------ ------------
Total closed block liabilities........................................   10,617.6      10,675.1      8,639.1
                                                                       ------------  ------------ ------------
Excess of closed block liabilities over closed block assets...........  $ 1,319.8     $ 1,342.2    $ 1,549.4
                                                                       ============  ============ ============


Closed Block Revenues and Expenses and Changes                                           Six Months Ended,
in Policyholder Dividend Obligations:                                   Cumulative            June 30,
($ amounts in millions)                                                   from       -------------------------
                                                                        Inception        2004         2003
                                                                       ------------  ------------ ------------
Closed block revenues
Premiums..............................................................  $ 4,691.6     $   453.5    $   478.2
Net investment income.................................................    2,492.3         281.1        286.6
Net realized investment gains (losses)................................      (93.0)          3.7         (2.9)
                                                                       ------------  ------------ ------------
Total revenues........................................................    7,090.9         738.3        761.9
                                                                       ------------  ------------ ------------
Policy benefits, excluding dividends..................................    4,847.3         486.9        508.9
Other operating expenses..............................................       54.7           5.7          5.1
                                                                       ------------  ------------ ------------
Total benefits and expenses, excluding policyholder dividends.........    4,902.0         492.6        514.0
                                                                       ------------  ------------ ------------
Closed block contribution to income before dividends and income taxes.    2,188.9         245.7        247.9
Policyholder dividends................................................    1,799.8         210.8        210.5
                                                                       ------------  ------------ ------------
Closed block contribution to income before income taxes...............      389.1          34.9         37.4
Applicable income taxes...............................................      136.7          12.3         13.1
                                                                       ------------  ------------ ------------
Closed block contribution to income...................................  $   252.4     $    22.6    $    24.3
                                                                       ============  ============ ============

Policyholder dividend obligation
Policyholder dividends provided through earnings......................  $ 1,852.3     $   210.8    $   210.5
Policyholder dividends provided through other comprehensive income....      273.2        (159.5)       163.8
                                                                       ------------  ------------ ------------
Additions to policyholder dividend liabilities........................    2,125.5          51.3        374.3
Policyholder dividends paid...........................................   (1,695.0)       (184.7)      (187.0)
                                                                       ------------  ------------ ------------
Increase in policyholder dividend liabilities.........................      430.5        (133.4)       187.3
Policyholder dividend liabilities, beginning of period................      325.1         889.0        910.7
                                                                       ------------  ------------ ------------
Policyholder dividend liabilities, end of period......................      755.6         755.6      1,098.0
Less: policyholder dividends payable, end of period...................      383.8         383.8        382.3
                                                                       ------------  ------------ ------------
Policyholder dividend obligation, end of period.......................  $   371.8     $   371.8    $   715.7
                                                                       ============  ============ ============


                                                       15



4.   Asset Management Segment

We conduct activities in Asset Management with a focus on two customer groups — private client and
institutional. Through our private client group, we provide asset management services principally on a
discretionary basis, with products consisting of open-end mutual funds, closed-end funds and managed accounts.
Managed accounts include intermediary programs sponsored and distributed by non-affiliated broker-dealers and
direct managed accounts which are sold and administered by us. Our private client business also provides
transfer agency, accounting and administrative services to most of our open-end mutual funds.

Through our institutional group, we provide discretionary and non-discretionary asset management services
primarily to corporations, multi-employer retirement funds and foundations, as well as to endowment and
special purpose funds. In addition, we manage alternative financial products, including structured finance
products. Structured finance products include collateralized obligations backed by portfolios of public high
yield bonds, emerging markets bonds, commercial mortgage-backed and asset-backed securities or bank loans. See
Note 7 for additional information.

We offer asset management services through our affiliated asset managers. We provide these affiliated asset
managers with a consolidated platform of distribution and administrative support, thereby allowing each
manager to devote a high degree of focus to investment management activities. On an ongoing basis, we monitor
the quality of the affiliates' products by assessing their performance, style consistency and the discipline
with which they apply their investment process. Segment information on assets, segment income and intangible
assets and goodwill follows:

Asset Management Segment Assets:                                                 June 30,        Dec 31,
($ amounts in millions)                                                            2004           2003
                                                                             --------------- ---------------

Segment assets
Investments...............................................................    $       15.1    $       11.8
Cash and cash equivalents.................................................            49.3            39.6
Receivables...............................................................            30.3            36.0
Intangible assets.........................................................           320.3           335.1
Goodwill..................................................................           410.6           408.1
Other assets..............................................................            13.9            20.6
                                                                             --------------- ---------------
Total segment assets......................................................    $      839.5    $      851.2
                                                                             =============== ===============


                                                       16


                                                       Three Months Ended                Six Months Ended
Asset Management Segment Income:                            June 30,                         June 30,
($ amounts in millions)                           ------------------------------  -----------------------------
                                                       2004            2003            2004           2003
                                                  --------------  --------------  -------------- --------------

Segment income
Investment product fees.........................   $      66.3     $      58.4     $     136.4    $     115.6
Net investment income...........................           0.2             0.2             0.3            0.3
                                                  --------------  --------------  -------------- --------------
Total segment revenues..........................          66.5            58.6           136.7          115.9
                                                  --------------  --------------  -------------- --------------
Intangible asset amortization...................           8.3             8.2            16.6           16.6
Other operating expenses........................          54.6            54.2           112.7          106.1
                                                  --------------  --------------  -------------- --------------
Total segment expenses..........................          62.9            62.4           129.3          122.7
                                                  --------------  --------------  -------------- --------------
Segment income (loss) before income taxes
  and minority interest.........................           3.6            (3.8)            7.4           (6.8)
Allocated income taxes (benefit)................           0.1            (2.3)            0.5           (4.4)
                                                  --------------  --------------  -------------- --------------
Segment income (loss) before minority interest..           3.5            (1.5)            6.9           (2.4)
Minority interest in segment income of
  consolidated subsidiaries.....................           3.5             1.9             7.2            4.7
                                                  --------------  --------------  -------------- --------------
Segment income (loss)...........................          --              (3.4)           (0.3)          (7.1)
Restructuring charges, net of income taxes......          (0.2)           (1.5)           (0.3)          (3.3)
Realized investment gains, net of income taxes..          --              --               1.4           --
                                                  --------------  --------------  -------------- --------------
Segment net income (loss).......................   $      (0.2)    $      (4.9)    $       0.8    $     (10.4)
                                                  ==============  ==============  ============== ==============

Beginning in 2004, trail commissions related to mutual funds are classified as operating expenses, whereas in
prior years, trail commissions were presented as a deduction to investment product fees. The Asset Management
segment charges investment management fees, on a cost recovery basis, to the Life Companies for managing their
general account assets. These fees, as well as the associated expenses, have been eliminated. This treatment
has no effect on the segment's net income. Prior year amounts have been reclassified to conform to current year
presentation.

Asset management segment intangible assets and goodwill

Carrying Amounts of Intangible Assets and Goodwill:                               June 30,        Dec 31,
($ amounts in millions)                                                             2004           2003
                                                                              --------------- ---------------

Asset management contracts with definite lives.............................    $      396.2    $      396.1
Less: accumulated amortization.............................................           149.2           134.3
                                                                              --------------- ---------------
Intangible assets with definite lives......................................           247.0           261.8
Asset management contracts with indefinite lives...........................            73.3            73.3
                                                                              --------------- ---------------
Intangible assets..........................................................    $      320.3    $      335.1
                                                                              =============== ===============

Goodwill...................................................................    $      410.6    $      408.1
                                                                              =============== ===============


                                                       17



Activity in Intangible Assets and Goodwill:            Three Months Ended                Six Months Ended
($ amounts in millions)                                     June 30,                         June 30,
                                                  ------------------------------  -----------------------------
                                                       2004            2003            2004           2003
                                                  --------------  --------------  -------------- --------------
Intangible assets
Asset purchases.................................   $      --       $       0.8     $       1.8    $       0.8
Asset amortization..............................          (8.3)           (8.2)          (16.6)         (16.6)
                                                  --------------  --------------  -------------- --------------
Change in intangible assets.....................          (8.3)           (7.4)          (14.8)         (15.8)
Balance, beginning of period....................         328.6           356.6           335.1          365.0
                                                  --------------  --------------  -------------- --------------
Balance, end of period..........................   $     320.3     $     349.2     $     320.3    $     349.2
                                                  ==============  ==============  ============== ==============

Goodwill
Goodwill acquired...............................   $      --       $       1.2     $       2.5    $       1.2
                                                  --------------  --------------  -------------- --------------
Change in goodwill..............................          --               1.2             2.5            1.2
Balance, beginning of period....................         410.6           375.6           408.1          375.6
                                                  --------------  --------------  -------------- --------------
Balance, end of period..........................   $     410.6     $     376.8     $     410.6    $     376.8
                                                  ==============  ==============  ============== ==============

Upon acquisition, we calculate and record the fair value of definite-lived intangible assets based on their
discounted cash flows. To conduct subsequent tests for impairments, we calculate the current fair value of the
asset, compare it to the recorded value, and record an impairment if warranted. For purposes of our testing
for goodwill and indefinite-lived intangible asset impairments, we calculate the fair value of each reporting
unit based on the sum of a multiple of revenue and the fair value of the unit's tangible net assets.

The estimated aggregate intangible asset amortization expense in future periods is: six months ended December
31, 2004 - $16.5 million; 2005 - $32.5 million; 2006 - $27.6 million; 2007 - $26.5 million; 2008 - $26.2
million; 2009 - $25.0 million; and thereafter - $92.7 million. At June 30, 2004, the remaining
weighted-average amortization period for definite-lived intangible assets is 8.6 years.


5.   Investing Activities

Debt and equity securities

Fair Value and Cost of Debt and Equity Securities:         June 30, 2004                 December 31, 2003
($ amounts in millions)                           ------------------------------  -----------------------------
                                                     Fair Value       Cost        Fair Value       Cost
                                                  --------------  --------------  -------------- --------------

U.S. government and agency......................   $     717.3     $     676.0     $     757.0    $     714.5
State and political subdivision.................         479.1           448.8           510.3          468.4
Foreign government..............................         280.0           271.3           260.4          239.0
Corporate.......................................       6,971.3         6,788.2         6,765.8        6,412.4
Mortgage-backed.................................       2,879.5         2,804.8         3,097.5        2,963.4
Other asset-backed..............................       1,617.7         1,616.7         1,882.0        1,863.6
                                                  --------------  --------------  -------------- --------------
Debt securities.................................   $  12,944.9     $  12,605.8     $  13,273.0    $  12,661.3
                                                  ==============  ==============  ============== ==============

Amounts applicable to the closed block..........   $   6,736.1     $   6,460.2     $   6,906.4    $   6,471.1
                                                  ==============  ==============  ============== ==============

Hilb, Rogal and Hamilton, or HRH, common stock..   $     129.3     $      42.2     $     116.2    $      42.2
Lombard International Assurance, S.A............          41.6            41.6            41.1           41.1
Other equity securities.........................         148.4           136.0           154.7          139.1
                                                  --------------  --------------  -------------- -------------
Equity securities...............................   $     319.3     $     219.8     $     312.0    $     222.4
                                                  ==============  ==============  ============== ==============

Amounts applicable to the closed block..........   $      85.7     $      78.4     $      82.9    $      75.0
                                                  ==============  ==============  ============== ==============

Our holdings in HRH common stock as of June 30, 2004 are available to be used in November 2005 to settle stock
purchase contracts issued by us. Upon settlement of such stock purchase contracts, we will recognize a


                                                       18



gross investment gain of $91.8 million ($32.4 million net of offsets for applicable deferred acquisition costs
and deferred income taxes). See Note 6 for additional information.

Gross and Net Unrealized Gains and Losses from
General Account Debt and Equity Securities:                      June 30, 2004            December 31, 2003
($ amounts in millions)                                   --------------------------  -------------------------
                                                              Gains        Losses        Gains        Losses
                                                          ------------  ------------  ------------ ------------

U.S. government and agency...............................  $    45.0     $    (3.7)    $    44.0    $    (1.5)
State and political subdivision..........................       33.8          (3.5)         43.5         (1.6)
Foreign government.......................................       11.4          (2.7)         23.2         (1.8)
Corporate................................................      282.2         (99.1)        400.4        (47.0)
Mortgage-backed..........................................      102.7         (28.0)        143.4         (9.3)
Other asset-backed.......................................       35.4         (34.4)         55.6        (37.2)
                                                          ------------  ------------  ------------ ------------
Debt securities gains (losses)...........................  $   510.5     $  (171.4)    $   710.1    $   (98.4)
                                                          ============  ============  ============ ============
Debt securities net gains................................  $   339.1                   $   611.7
                                                          ============                ============

Hilb, Rogal and Hamilton common stock....................  $    87.1     $    --       $    74.0    $    --
Other equity securities..................................       15.4          (3.0)         17.4         (1.8)
                                                          ------------  ------------  ------------ ------------
Equity securities gains (losses).........................  $   102.5     $    (3.0)    $    91.4    $    (1.8)
                                                          ============  ============  ============ ============
Equity securities net gains..............................  $    99.5                   $    89.6
                                                          ============                ============

Mortgage loans

Carrying Values of Investments in Mortgage Loans:               June 30, 2004             December 31, 2003
($ amounts in millions)                                   --------------------------  -------------------------
                                                            Carrying                    Carrying
                                                              Value      Fair Value       Value     Fair Value
                                                          ------------  ------------  ------------ ------------
Property type
Apartment buildings......................................  $   102.9     $   107.8     $   105.1    $   106.7
Office buildings.........................................       39.7          41.6          49.0         49.7
Retail stores............................................       93.9          98.3         109.0        110.7
Industrial buildings.....................................       29.8          31.2          33.7         34.2
Other....................................................        0.1           0.1           0.1          0.1
                                                          ------------  ------------  ------------ ------------
Subtotal.................................................      266.4         279.0         296.9        301.4
Less: valuation allowances...............................       10.0          --            12.8         --
                                                          ------------  ------------  ------------ ------------
Mortgage loans..........................................   $   256.4     $   279.0     $   284.1    $   301.4
                                                          ============  ============  ============ ============

Amounts applicable to the closed block...................  $   214.4     $   224.5     $   228.5    $   242.4
                                                          ============  ============  ============ ============


                                                       19



                                                                         June 30, 2004
                                            -------------------------------------------------------------------
Aging of Temporarily Impaired General         Less than 12 months  Greater than 12 months        Total
Account Debt and Equity Securities:         ---------------------- ---------------------- ---------------------
($ amounts in millions)                        Fair    Unrealized    Fair     Unrealized    Fair     Unrealized
                                               Value     Losses      Value      Losses      Value      Losses
                                            ---------- ----------- ---------- ----------- ---------- ----------
Debt securities
U.S. government and agency................   $  191.0   $    (3.7)  $   --     $    --     $  191.0  $    (3.7)
State and political subdivision...........       72.2        (3.5)       3.7        --         75.9       (3.5)
Foreign government........................       40.7        (2.3)       9.2        (0.4)      49.9       (2.7)
Corporate.................................    2,183.1       (73.7)     333.3       (25.4)   2,516.4      (99.1)
Mortgage-backed...........................    1,030.6       (26.4)      24.6        (1.6)   1,055.2      (28.0)
Other asset-backed........................      456.2        (7.3)     118.1       (27.1)     574.3      (34.4)
                                            ---------- ----------- ---------- ----------- ---------- ----------
Debt securities...........................   $3,973.8   $  (116.9)  $  488.9   $   (54.5)  $4,462.7   $ (171.4)
Common stock..............................       22.7        (2.7)       1.3        (0.3)      24.0       (3.0)
                                            ---------- ----------- ---------- ----------- ---------- ----------
Total temporarily impaired securities.....   $3,996.5   $  (119.6)  $  490.2   $   (54.8)  $4,486.7   $ (174.4)
                                            ========== =========== ========== =========== ========== ==========

Amounts inside the closed block...........   $1,708.7   $   (64.6)  $  242.7   $   (23.5)  $1,951.4   $  (88.1)
                                            ========== =========== ========== =========== ========== ==========

Amounts outside the closed block..........   $2,287.8   $   (55.0)  $  247.5   $   (31.3)  $2,535.3   $  (86.3)
                                            ========== =========== ========== =========== ========== ==========

Amounts outside the closed block
  that are below investment grade.........   $  163.1   $    (6.7)  $   68.9   $   (14.1)  $  232.0   $  (20.8)
                                            ========== =========== ========== =========== ========== ==========
After offsets for deferred acquisition
  cost adjustment and taxes...............              $    (2.7)             $    (4.6)             $   (7.3)
                                                       ===========            ===========            ==========

These securities are considered to be temporarily impaired at June 30, 2004 as each of these securities has
performed, and is expected to continue to perform, in accordance with their original contractual terms.

Unrealized losses on below investment grade debt securities held inside the closed block with a fair value of
less than 80% of the securities' amortized cost totals $7.1 million at June 30, 2004 ($0.0 after offsets for
change in policy dividend obligation). All of these securities have been in an unrealized loss for greater
than 12 months.

Unrealized losses on below investment grade debt securities outside the closed block with a fair value less
than 80% of the securities' amortized cost totals $10.1 million at June 30, 2004. Of these, $9.6 million ($6.2
million after offsets for taxes and deferred policy acquisition cost amortization) have been in an unrealized
loss for greater than 12 months.

Venture capital partnerships

Components of Net Investment Income Related to Venture         Three Months Ended         Six Months Ended
Capital Partnerships:                                               June 30,                   June 30,
($ amounts in millions)                                    --------------------------  ------------------------
                                                               2004          2003          2004        2003
                                                           ------------  ------------  ------------ -----------

Net realized gains on partnership cash and stock
distributions............................................   $     3.9     $     2.6     $     0.2    $    1.5
Net unrealized gains (losses) on partnership investments.        (0.4)          6.8          21.8        37.7
Partnership operating expenses...........................        (1.7)         (2.9)         (2.6)       (3.8)
                                                           ------------  ------------  ------------ -----------
Net investment income....................................   $     1.8     $     6.5     $    19.4    $   35.4
                                                           ============  ============  ============ ===========

Amounts applicable to the closed block...................   $    (2.6)    $     0.7     $     3.4    $    5.7
                                                           ============  ============  ============ ===========
Amounts applicable to the venture capital segment........   $     4.4     $     5.8     $    16.0    $   29.7
                                                           ============  ============  ============ ===========

                                                       20



The effect of our adjusting estimated partnership results to actual results reflected in partnership financial
statements was to increase net investment income as follows:

Effect of Adjustment from Estimated Partnership Results to     Three Months Ended         Six Months Ended
Actual Partnership Financial Statements:                             June 30,                  June 30,
($ amounts in millions)                                    --------------------------  ------------------------
                                                               2004          2003          2004        2003
                                                           ------------  ------------  ------------ -----------

Closed block.............................................   $    (3.7)    $    --       $     1.0    $   --
Venture capital segment..................................         0.2           3.3           9.4        33.8
                                                           ------------  ------------  ------------ -----------
Total....................................................   $    (3.5)    $     3.3     $    10.4    $   33.8
                                                           ============  ============  ============ ===========

                                                              Three Months Ended          Six Months Ended
Investment Activity in Venture Capital Partnerships:               June 30,                   June 30,
($ amounts in millions)                                    --------------------------  ------------------------
                                                               2004          2003          2004        2003
                                                           ------------  ------------  ------------ -----------

Contributions............................................   $    15.0     $    11.9     $    26.8    $   24.8
Equity in earnings of partnerships.......................         1.8           6.5          19.4        35.4
Distributions............................................       (17.0)         (8.2)        (31.8)      (11.3)
Proceeds from sale of partnership interests..............        --            --            --         (26.1)
Realized loss on sale of partnership interests...........        --            (0.5)         --         (14.3)
                                                           ------------  ------------  ------------ -----------
Change in venture capital partnerships...................        (0.2)          9.7          14.4         8.5
Venture capital partnership investments,
  beginning of period....................................       249.5         227.4         234.9       228.6
                                                           ------------  ------------  ------------ -----------
Venture capital partnership investments,
  end of period..........................................   $   249.3     $   237.1     $   249.3    $  237.1
                                                           ============  ============  ============ ===========

To estimate the net equity in earnings of the venture capital partnerships for each quarter, we developed a
methodology to estimate the change in value of the underlying investee companies in the venture capital
partnerships. For public investee companies, we use quoted market prices at the end of each quarter, applying
liquidity discounts to these prices in instances where such discounts were applied in the underlying
partnerships' financial statements. For private investee companies, we apply a public industry sector index to
estimate changes in valuations each quarter. We apply this methodology consistently each quarter with
subsequent adjustments to reflect market events reported by the partnerships (e.g., new rounds of financing,
initial public offerings and write-downs by the general partners). Our methodology recognizes both downward
and upward adjustments in estimated values based on the indices, but when the general partner reduces the
value of a private investee company, we do not adjust the fair value upward (by applying the public sector
index) in excess of the most recent value reported by the general partner. Finally, we revise the valuations
we have assigned to the investee companies annually to reflect the valuations in the audited financial
statements received from the venture capital partnerships.


                                                       21



Unfunded Commitments and Investments in Venture Capital Partnerships:               June 30,        Dec 31,
($ amounts in millions)                                                               2004           2003
                                                                                --------------- ---------------

Unfunded commitments
Closed block.................................................................    $       61.1    $       48.3
Venture capital segment......................................................            55.3            76.7
                                                                                --------------- ---------------
Total unfunded commitments...................................................    $      116.4    $      125.0
                                                                                =============== ===============

Venture capital partnerships
Closed block.................................................................    $       43.1    $       38.6
Venture capital segment......................................................           206.2           196.3
                                                                                --------------- ---------------
Total venture capital partnerships...........................................    $      249.3    $      234.9
                                                                                =============== ===============

Affiliate equity securities

The fair value of our investment in Aberdeen common stock, based on the London Stock Exchange closing price at
August 2, 2004, June 30, 2004 and December 31, 2003, was $51.7 million, $54.5 million and $54.4 million,
respectively. The carrying value of our investment in Aberdeen, using the equity method of accounting, totaled
$38.6 million and $38.3 million at June 30, 2004 and December 31, 2003, respectively.

On May 25, 2004, Aberdeen closed on the sale of its UK and Continental European property investment management
business to an unrelated party. We recognized a pre-tax, non-cash realized gain of $1.2 million during the
second quarter of 2004 as a realized investment gain related to our share of Aberdeen's realized gain.

Net investment income

                                                               Three Months Ended         Six Months Ended
                                                                    June 30,                  June 30,
                                                           --------------------------  ------------------------
Sources of Net Investment Income:                                            2003                      2003
($ amounts in millions)                                        2004        Restated        2004      Restated
                                                           ------------  ------------  ------------ -----------

Debt securities..........................................   $   191.8     $   199.5     $   383.5    $  386.9
Equity securities........................................         1.6           0.9           2.0         2.2
Mortgage loans...........................................         5.4           7.3          11.3        19.4
Venture capital partnerships.............................         1.8           6.5          19.4        35.4
Affiliate equity securities..............................        (0.1)          0.5           0.2         0.7
Policy loans.............................................        41.7          42.6          83.9        85.2
Other investments........................................         8.8           8.1          20.9        12.4
Cash and cash equivalents................................         1.0           1.4           1.7         4.5
                                                           ------------  ------------  ------------ -----------
Total investment income..................................       252.0         266.8         522.9       546.7
  Less: investment expenses..............................         1.9           2.6           4.7         5.5
                                                           ------------  ------------  ------------ -----------
Net investment income, general account investments.......       250.1         264.2         518.2       541.2
Debt and equity securities pledged as collateral (Note 7)         8.8          13.5          18.9        27.6
                                                           ------------  ------------  ------------ -----------
Net investment income....................................   $   258.9     $   277.7     $   537.1    $  568.8
                                                           ============  ============  ============ ===========

Amounts applicable to the closed block...................   $   133.5     $   140.6     $   281.1    $  286.6
                                                           ============  ============  ============ ===========


                                                       22



Net realized investment gains (losses)
                                                              Three Months Ended          Six Months Ended
                                                                   June 30,                   June 30,
                                                           -------------------------  ------------------------
Net Realized Investment Gains (Losses):                                     2003                      2003
($ amounts in millions)                                        2004       Restated        2004      Restated
                                                           -----------  ------------  ------------ -----------

Debt security impairments................................   $    (1.2)   $    (19.8)   $     (4.0)  $   (45.4)
Equity security impairments..............................        --            (1.1)         --          (1.1)
Mortgage loan impairments................................        --            (2.8)         --          (3.2)
Venture capital partnership impairments..................        --            (0.3)         --          (4.6)
Affiliate equity security impairments....................        --           (96.9)         --         (96.9)
Other invested asset impairments.........................        --            (1.2)         (3.3)       (9.9)
Debt and equity securities
  pledged as collateral impairments......................        (3.6)         (0.1)         (8.3)       (1.9)
                                                           -----------  ------------  ------------ -----------
Impairment losses........................................        (4.8)       (122.2)        (15.6)     (163.0)
                                                           -----------  ------------  ------------ -----------
Debt security transaction gains..........................         9.0          16.7          19.2        70.3
Debt security transaction losses.........................        (2.9)        (11.5)         (6.1)      (23.8)
Equity security transaction gains........................        11.2          15.2          13.8        15.6
Equity security transaction losses.......................        (0.5)         (7.8)         (0.9)      (10.4)
Mortgage loan transaction gains (losses).................        --            (0.4)          0.2        (0.8)
Venture capital partnership transaction gains (losses)...        --            (0.2)         --          (9.7)
Other invested asset transaction gains (losses)..........         3.6           5.5           7.5         3.0
                                                           -----------  ------------  ------------ -----------
Net transaction gains....................................        20.4          17.5          33.7        44.2
                                                           -----------  ------------  ------------ -----------
Net realized investment gains (losses)...................   $    15.6    $   (104.7)   $     18.1   $  (118.8)
                                                           -----------  ------------  ------------ -----------

Net realized investment gains (losses)...................   $    15.6    $   (104.7)   $     18.1   $  (118.8)
                                                           -----------  ------------  ------------ -----------
Applicable closed block
  policyholder dividend obligation.......................         7.2          (9.5)          7.3        (1.0)
Applicable deferred policy acquisition costs.............        (1.2)          1.2          (0.8)        1.7
Applicable deferred income taxes (benefit)...............         4.6         (37.1)          5.9       (45.9)
                                                           -----------  ------------  ------------ -----------
Offsets to realized investment gains (losses)............        10.6         (45.4)         12.4       (45.2)
                                                           -----------  ------------  ------------ -----------
Net realized investment gains (losses)
  included in net income.................................   $     5.0    $    (59.3)   $      5.7   $   (73.6)
                                                           ===========  ============  ============ ============

Unrealized investment gains (losses)

                                                              Three Months Ended          Six Months Ended
                                                                   June 30,                   June 30,
Sources of Changes in                                      -------------------------  ------------------------
Net Unrealized Investment Gains (Losses):                                   2003                      2003
($ amounts in millions)                                       2004        Restated        2004      Restated
                                                           -----------  ------------  ------------ -----------

Debt securities..........................................   $  (507.8)   $    279.8    $   (272.7)  $   254.3
Equity securities........................................       (14.2)         31.1           9.9         3.0
Debt and equity securities pledged as collateral.........       (46.1)         32.5         (27.5)       64.0
Other investments........................................        (4.4)         (0.7)         (2.5)        0.6
                                                           -----------  ------------  ------------ -----------
Net changes in unrealized investment gains (losses)......   $  (572.5)   $    342.7    $   (292.8)  $   321.9
                                                           ===========  ============  ============ ============

Net unrealized investment gains (losses).................   $  (572.5)   $    342.7    $   (292.8)  $   321.9
                                                           -----------  ------------  ------------ -----------
Applicable closed block
  policyholder dividend obligation.......................      (317.9)        160.2        (157.9)      163.7
Applicable deferred policy acquisition costs (benefit)...       (87.3)         40.1         (53.7)       32.8
Applicable deferred income taxes (benefit)...............       (42.5)         39.8         (18.0)       21.3
                                                           -----------  ------------  ------------ -----------
Offsets to net unrealized investment gains (losses)......      (447.7)        240.1        (229.6)      217.8
                                                           -----------  ------------  ------------ -----------
Net changes in unrealized investment gains (losses)
  included in other comprehensive income.................   $  (124.8)   $    102.6    $    (63.2)  $   104.1
                                                           ===========  ============  ============ ============


                                                       23

6.   Financing Activities

Stock purchase contracts and indebtedness

The carrying values and fair values of our stock purchase contracts as of June 30, 2004 and December 31, 2003
follow:

                                                       June 30, 2004                  December 31, 2003
                                              --------------------------------  -------------------------------
Stock Purchase Contracts:                        Carrying           Fair           Carrying          Fair
($ amounts in millions)                            Value            Value            Value           Value
                                              ---------------  ---------------  --------------- ---------------

Stock purchase contracts stated amount......   $      142.6     $      138.3     $      144.2    $      128.8
Settlement amount adjustment................           (4.3)            --              (15.4)           --
                                              ---------------  ---------------  --------------- ---------------
Stock purchase contracts....................   $      138.3     $      138.3     $      128.8    $      128.8
                                              ===============  ===============  =============== ===============

In 2002, we issued stock purchase contracts in a public offering. The stock purchase contracts are prepaid
forward contracts issued by us that will be settled in shares of Hilb, Rogal and Hamilton Company, or HRH,
common stock. Upon issuance of the stock purchase contracts, we designated the embedded derivative instrument
as a hedge of the forecasted sale of our investment in HRH, whose shares underlie the stock purchase
contracts. All changes in the fair value of the embedded derivative instrument are recorded in other
comprehensive income. For the three months ended June 30, 2004 and 2003, we recognized an increase (decrease)
in the fair value of the embedded derivative instrument of $6.0 million ($3.9 million after income taxes) and
$(6.2) million ($(4.0) million after income taxes), respectively, in other comprehensive income. For the six
months ended June 30, 2004 and 2003, we recognized an increase (decrease) in the fair value of the embedded
derivative instrument of $(11.1) million ($(7.2) million after income taxes) and $12.2 million ($7.9 million
after taxes), respectively, in other comprehensive income. These changes in the fair value of the embedded
derivative are primarily due to fluctuations in the quoted market price of HRH common stock during the
respective three and six months ended June 30, 2004 and 2003. The quoted market price of HRH common stock,
which was $35.68 at June 30, 2004, was less than the price that we received at issuance of the stock purchase
contracts. For more information, see Notes 5 and 6 to our consolidated financial statements in our 2003 Annual
Report on Form 10-K.

                                                       June 30, 2004                  December 31, 2003
                                              --------------------------------  -------------------------------
Indebtedness:                                    Carrying           Fair           Carrying          Fair
($ amounts in millions)                            Value            Value            Value           Value
                                              ---------------  ---------------  --------------- ---------------

Surplus notes...............................   $      175.0     $      187.4     $      175.0    $      188.8
Equity units................................          153.7            233.1            153.7           232.1
Senior unsecured bonds......................          300.0            297.0            300.0           311.2
Revolving credit facility...................           25.0             25.0             --              --
Interest rate swap..........................            7.5              7.5             10.3            10.3
                                              ---------------  ---------------  --------------- ---------------
Total indebtedness..........................   $      661.2     $      750.0     $      639.0    $      742.4
                                              ===============  ===============  =============== ===============

On December 22, 2003, we closed on a new $150.0 million unfunded, unsecured senior revolving credit facility
to replace our $100.0 million credit facility, which expired on that date. This new facility consists of two
tranches: a $112.5 million, 364-day revolving credit facility and a $37.5 million, three-year revolving credit
facility. Under the 364-day facility, we have the ability to extend the maturity date of any outstanding
borrowings for one year from the termination date. Potential borrowers on the new credit line are the holding
company, Phoenix Life and PXP. Financial covenants require the maintenance at all times of: consolidated
stockholders' equity, excluding the accounting effects of FIN 46-R, of $1,775.0 million, stepping up by 50% of
quarterly positive net income and 100% of equity issuances; a maximum consolidated debt-to-capital ratio of
30%; a minimum consolidated fixed charge coverage ratio (as defined in the credit agreement) of 1.25:1; and,
for Phoenix Life, a minimum risk-based capital ratio of 250% and a minimum A.M. Best Financial Strength Rating
of A-. On March 15, 2004, PXP borrowed $25.0 million from the $37.5 million three-year tranche of this credit
facility to fulfill an obligation

                                                       24




related to the Kayne Anderson Rudnick acquisition, as further described in Note 1 of these consolidated
financial statements. We were in compliance with all credit facility covenants at June 30, 2004.

Interest Expense on Indebtedness,                        Three Months Ended              Six Months Ended
including Amortization of Debt Issuance Costs:                June 30,                       June 30,
($ amounts in millions)                             ----------------------------  ----------------------------
                                                         2004           2003          2004            2003
                                                    -------------  -------------  -------------  -------------

Stock purchase contract adjustment payments.......   $      2.1     $      2.1     $      4.1     $      4.1
                                                    =============  =============  =============  =============

Surplus notes......................................  $      3.0     $      3.0     $      6.1     $      6.1
Equity units.......................................         3.0            3.1            6.1            6.1
Senior unsecured bonds.............................         3.6            3.8            7.2            7.5
Bank credit facility and other.....................         0.3           --              0.3           --
                                                    -------------  -------------  -------------  -------------
Total interest expense on indebtedness............   $      9.9     $      9.9     $     19.7     $     19.7
                                                    =============  =============  =============  =============

Stock purchase contract adjustment payments are included in other operating expenses.

Common stock dividends

On April 29, 2004, we declared a cash dividend of $0.16 per share, which was paid July 12, 2004 to
shareholders of record on June 14, 2004. In the prior year, we declared a dividend of $0.16 per share on April
28, 2003 to our shareholders of record on June 13, 2003; we paid that dividend on July 11, 2003.


7.   Investments Pledged as Collateral and Non-recourse Collateralized Obligations

We are involved with various entities in the normal course of business that may be deemed to be variable
interest entities and, as a result, we may be deemed to hold interests in those entities. In particular, we
serve as the investment advisor to eight collateralized obligation trusts that were organized to take
advantage of bond market arbitrage opportunities, including the three in the table below. These eight
collateralized obligation trusts are investment trusts with aggregate assets of $3.1 billion that are
primarily invested in a variety of fixed income securities acquired from third parties. These collateralized
obligation trusts, in turn, issued tranched collateralized obligations and residual equity securities to third
parties, as well as to our principal life insurance subsidiary's general account. Our asset management
affiliates earned advisory fees of $2.0 million and $2.2 million for the three months ended June 30, 2004 and
2003, respectively, and $3.4 million and $3.2 million for the six months ended June 30, 2004 and 2003,
respectively. These advisory fees are either recorded as investment product fees for unconsolidated trusts or
reflected as investment income on debt and equity securities pledged as collateral, net of interest expense on
collateralized obligations and applicable minority interest related to third-party equity investments for
consolidated trusts on our consolidated statement of income. The collateralized obligation trusts reside in
bankruptcy remote SPEs for which we provide neither recourse nor guarantees. Accordingly, our sole financial
exposure to these collateralized obligation trusts stems from life insurance subsidiary's general account
direct investment in certain debt or equity securities issued by these collateralized obligation trusts. Our
maximum exposure to loss with respect to our life insurance subsidiary's direct investment in the eight
collateralized obligation trusts is $76.1 million at June 30, 2004 ($26.9 million of which relate to trusts
that are consolidated). Of that exposure, $54.7 million ($20.0 million of which relate to trusts that are
consolidated) relates to investment grade debt securities and loss of management fees.

We consolidated three collateralized obligation trusts as of June 30, 2004 and 2003. As of June 30, 2004, our
direct investment in the three consolidated collateralized obligation trusts is $26.9 million, $20.0 million
of which is an investment grade debt security. We recognized investment income on debt and equity securities
pledged as collateral, net of interest expense on collateralized obligations and applicable minority interest
of $0.8 million and $0.7 million for the three months ended June 30, 2004 and 2003, respectively, and $1.7
million and $1.1 million for the six months ended June 30, 2004 and 2003, respectively, related to these three
consolidated collateralized obligation trusts.


                                                       25



Five variable interest entities not consolidated by us under FIN 46-R represent collateralized obligation
trusts with approximately $1.6 billion of investment assets pledged as collateral. Our general account direct
investment in these unconsolidated variable interest entities is $49.5 million, $34.7 million of which are
investment grade debt securities at June 30, 2004. We recognized investment advisory fee revenues related to
the five unconsolidated variable interest entities of $1.2 million and $1.5 million for the three months ended
June 30, 2004 and 2003, respectively, and $1.7 million and $2.1 million for the six months ended June 30, 2004
and 2003, respectively.

Consolidated Variable Interest Entities:                                                 June 30,     Dec 31,
($ amounts in millions)                                                                    2004        2003
                                                                                       ------------ -----------

Assets Pledged as Collateral, at Fair Value
Phoenix CDO I...................................................................        $   115.2    $  148.8
Phoenix CDO II..................................................................            314.1       332.6
Phoenix-Mistic 2002-1 CDO, Ltd..................................................            936.2       963.4
                                                                                       ------------ -----------
Total...........................................................................        $ 1,365.5    $1,444.8
                                                                                       ============ ===========

Non-recourse Collateralized Obligations
Phoenix CDO I (March 2011 maturity).............................................        $   152.8    $  183.2
Phoenix CDO II (December 2012 mandatorily redeemable)...........................            356.3       375.6
Phoenix-Mistic 2002-1 CDO, Ltd. (September 2014 maturity).......................            891.6       913.2
                                                                                       ------------ -----------
Total...........................................................................        $ 1,400.7    $1,472.0
                                                                                       ============ ===========

Assets pledged as collateral consist of available-for-sale debt and equity securities at fair value of
$1,275.4 million and $1,350.0 million at June 30, 2004 and December 31, 2003, respectively. In addition, cash
and accrued investment income of $90.1 million and $94.8 million are included in these amounts at June 30,
2004 and December 31, 2003, respectively.

Non-recourse collateralized obligations are comprised of callable collateralized obligations of $1,303.9
million and $1,344.3 million at June 30, 2004 and December 31, 2003, respectively, and non-recourse derivative
cash flow hedge liabilities of $96.8 million (notional amount of $1,111.1 million with maturities of
2005-2013) and $127.7 million (notional amount of $1,211.3 million with maturities of 2005-2013) at June 30,
2004 and December 31, 2003, respectively. Minority interest liabilities related to third-party equity
investments in the consolidated variable interest entities are $24.2 million and $22.3 million at June 30,
2004 and December 31, 2003, respectively.

Fair Value and Cost of  Debt and Equity Securities
Pledged as Collateral:                                            June 30, 2004           December 31, 2003
($ amounts in millions)                                    --------------------------  ------------------------
                                                            Fair Value       Cost       Fair Value     Cost
                                                           ------------  ------------  ------------ -----------

Debt securities pledged as collateral....................   $ 1,274.4     $ 1,200.0     $ 1,348.8    $ 1,247.4
Equity securities pledged as collateral..................         1.0           1.0           1.2          0.7
                                                           ------------  ------------  ------------ -----------
Total debt and equity securities
  pledged as collateral..................................   $ 1,275.4     $ 1,201.0     $ 1,350.0    $ 1,248.1
                                                           ============  ============  ============ ===========


Gross and Net Unrealized Gains and Losses from                    June 30, 2004           December 31, 2003
Debt and Equity Securities Pledged as Collateral:          --------------------------  ------------------------
($ amounts in millions)                                       Gains         Losses        Gains       Losses
                                                           ------------  ------------  ------------ -----------

Debt securities pledged as collateral....................   $   102.7     $   (28.3)    $   129.7    $  (28.3)
Equity securities pledged as collateral..................         0.6          (0.6)          0.7        (0.2)
                                                           ------------  ------------  ------------ -----------
Total....................................................   $   103.3     $   (28.9)    $   130.4    $  (28.5)
                                                           ============  ============  ============ ===========
Net unrealized gains.....................................   $    74.4                   $   101.9
                                                           ============                ============


                                                       26



The above non-cash charges to earnings and stockholders' equity primarily relate to realized and unrealized
investment losses within the collateralized obligation trusts. Upon maturity or other liquidation of the
trusts, the fair value of the investments pledged as collateral will be used to settle the non-recourse
collateralized obligations with any shortfall in such investments inuring to the third-party note and equity
holders. To the extent there remains a recorded liability for non-recourse obligations after all the assets
pledged as collateral are exhausted, such amount will be reduced to zero with a corresponding benefit to
earnings. Accordingly, these investment losses and any future investment losses under this method of
consolidation will ultimately reverse upon the maturity or other liquidation of the non-recourse
collateralized obligations. These non-recourse obligations mature between 2011 through 2014 but contain call
provisions. The call provisions may be triggered at the discretion of the equity investors based on market
conditions and are subject to certain contractual limitations.

GAAP requires us to consolidate all the assets and liabilities of these collateralized obligation trusts,
which results in the recognition of realized and unrealized losses even though we have no legal obligation to
fund such losses in the settlement of the collateralized obligations. The FASB continues to evaluate, through
the issuance of FASB staff positions, the various technical implementation issues related to consolidation
accounting. We will continue to assess the impact of any new implementation guidance issued by the FASB as
well as evolving interpretations among accounting professionals. Additional guidance and interpretations may
affect our application of consolidation accounting in future periods.

The amount of derivative cash flow hedge ineffectiveness recognized for the six months ended June 30, 2004 and
2003 is $(0.5) million and $0.0 million, respectively. See Note 5 to our consolidated financial statements in
this Form 10-Q for information on realized investment losses related to these CDOs.


8.   Income Taxes

For the three months ended June 30, 2004 and 2003 and for the six months ended June 30, 2004 and 2003, the
effective income tax rates applicable to income from continuing operations differ from the 35.0% U.S. federal
statutory tax rate. Items giving rise to the differences and the effects are as follows:

                                                          Three Months Ended             Six Months Ended
                                                               June 30,                      June 30,
                                                     -----------------------------  ---------------------------
Analysis of Effective Income Tax Rates:                                  2003                         2003
($ amounts in millions)                                   2004         Restated         2004        Restated
                                                     -------------  --------------  ------------- -------------

Income taxes at statutory rate.....................   $      8.6     $     (28.4)    $     18.2    $    (27.7)
Tax advantaged investment income...................         (1.3)           (1.6)          (2.7)         (3.1)
Non-taxable minority interest income...............         (1.2)           (0.6)          (2.5)         (1.6)
Realized losses on available-for-sale securities
  pledged as collateral............................          1.3            --              1.6           0.5
Other, net.........................................         (0.7)           (3.6)          (0.6)         (4.7)
                                                     -------------  --------------  ------------- -------------
Income taxes (benefit) applicable to
  continuing operations............................   $      6.7     $     (34.2)    $     14.0    $    (36.6)
                                                     =============  ==============  ============= =============
Effective income tax (benefit) rates...............         27.1%          (42.2)%         26.9%        (46.3)%
                                                     =============  ==============  ============= =============

9.   Employee Benefits

Pension and other post-retirement benefits

We provide our employees with post-employment benefits that include retirement benefits, through pension and
savings plans, and other benefits, including health care and life insurance. The components of pension and
post-retirement benefit costs follow:


                                                       27



                                                    Three Months Ended                 Six Months Ended
Components of Pension Benefit Costs:                     June 30,                          June 30,
($ amounts in millions)                       --------------------------------  -------------------------------
                                                    2004             2003             2004            2003
                                              ---------------  ---------------  --------------- ---------------

Service cost................................   $        2.7     $        3.4     $        6.0    $        6.8
Interest cost...............................            8.2              8.0             16.2            16.0
Expected return on plan assets..............           (7.1)            (6.7)           (15.2)          (13.4)
Net (gain) loss amortization................            1.0              1.2              2.2             2.4
Prior service cost amortization.............            0.2              0.5              0.5             1.0
Net transition asset information                       (0.6)            (0.6)            (1.2)           (1.2)
Loss on curtailment.........................            0.6             --                0.6            --
                                              ---------------  ---------------  --------------- ---------------
Pension benefit cost........................   $        5.0     $        5.8     $        9.1    $       11.6
                                              ===============  ===============  =============== ===============

Components of Other Post-retirement Benefit Costs:
($ amounts in millions)

Service cost................................   $        0.3     $        0.6     $        0.8    $        1.2
Interest cost...............................            1.1              1.5              2.2             3.0
Net gain amortization.......................           --               (0.2)            --              (0.4)
Prior service cost amortization                        (0.4)            (0.1)            (1.1)           (0.2)
Gain on curtailment.........................           (7.4)            --               (7.4)           --
                                              ---------------  ---------------  --------------- ---------------
Other post-retirement benefit cost..........   $       (6.4)    $        1.8     $       (5.5)   $        3.6
                                              ===============  ===============  =============== ===============

As of May 31, 2004 we revalued our employee benefit assets and liabilities in connection with the sale of
Griffith and Main Street. As a result of the revaluation, we recognized a net curtailment gain during the
during the three months ended June 30, 2004 of $6.8 million ($4.4 million after tax) related to the pension
and other post-retirement benefit plans.

As previously disclosed in our consolidated financial statements for the year ended December 31, 2003, we
expect to contribute $107.8 million to the employee pension plan through 2008, including $7.2 million during
2004. We are currently evaluating our required pension funding, taking into account the effects of the Pension
Fund Act of 2004 as well as the sale of Griffith and Main Street and the information technology services
agreement with EDS. See Note 12 to our consolidated financial statements in this Form 10-Q for additional
information regarding the EDS transaction. We expect our future funding requirements to be reduced as a result
of the Pension Funding Act of 2004 and the Griffith, Main Street and the information technology services
agreement with EDS transactions. Quarterly contributions of $2.5 million each were made to the pension plan in
April and July 2004.

Savings plans

During the three months ended June 30, 2004 and 2003, we incurred costs of $1.3 million and $1.4 million,
respectively, for contributions to our employer-sponsored savings plans. During the six months ended June 30,
2004 and 2003, we incurred costs of $3.3 million and $2.9 million, respectively, for contributions to our
employer-sponsored savings plans.

Our contributions to sponsored savings plans may be in the form of common stock or cash. During the three
months ended June 30, 2004 and 2003, we contributed 106,577 and 115,104 treasury shares, respectively, to fund
the employer match for our saving and investment benefit plans. These shares had a cost basis of $1.7 million
and $1.8 million (weighted-average cost of $15.87 per share for both periods) and an aggregate market value of
$1.2 million and $0.8 million for the three months ended June 30, 2004 and 2003, respectively. During the six
months ended June 30, 2004 and 2003, we contributed 240,858 and 157,437 treasury shares, respectively, to fund
the employer match for our saving and investment benefit plans. These shares had a cost basis of $3.8 million
and $2.5 million (weighted-average cost of $15.87 per share for both periods) and an aggregate market value of
$3.0 million and $1.2 million for the three months ended June 30, 2004 and 2003, respectively.


                                                       28



Stock-based compensation

                                  Three Months Ended June 30,                 Six Months Ended June 30,
                          ------------------------------------------ ------------------------------------------
                                   2004                  2003                2004                 2003
                          --------------------- -------------------- --------------------- --------------------
Stock Option                Number    Weighted-   Number   Weighted-   Number    Weighted-   Number   Weighted-
Activity:                     of       Average      of       Average     of       Average      of      Average
                            Common     Exercise   Common    Exercise   Common     Exercise   Common   Exercise
                            Shares      Price     Shares     Price     Shares      Price     Shares     Price
                          ----------  --------- ----------  -------- ----------  --------- ---------- ---------
Outstanding,
  beginning of period...  4,549,689   $   15.37 4,388,419   $  16.20 4,627,856   $   15.45 4,409,558  $   16.20
Granted.................     80,000       10.42   476,089       8.95   210,000       12.02   476,089       8.95
Exercised...............     (1,858)       9.07        --      --       (1,858)       9.07        --      --
Canceled................    (35,674)      15.27        --      --     (109,583)      15.90        --      --
Forfeited...............   (198,982)      13.13   (63,354)     16.20  (333,240)      14.08   (84,493)     16.20
                          ----------            ----------           ----------            ----------
Outstanding,
  end of period.........  4,393,175   $   15.39 4,801,154   $  15.48 4,393,175   $   15.39 4,801,154  $   15.48
                          ==========  ========= ==========  ======== ==========  ========= ========== =========

During the three months ended March 31, 2004, we granted 130,000 stock options which vest over three years.
The options had a weighted-average fair value of $4.84 per option ($0.6 million aggregate) which we are
expensing over their three-year vesting period. No options were granted during the three months ended March
31, 2003.

During the three months ended June 30, 2004, we granted 80,000 stock options which vest over three years. The
options have a weighted-average fair value of $3.86 per option ($0.3 million aggregate) which will be expensed
over the three-year vesting period. During the three months ended June 30, 2003, we granted 100,000 stock
options which vest over three years. The options have a weighted-average fair value of $3.65 per option ($0.4
million aggregate) which will be expensed over the three-year vesting period.

At June 30, 2004, 2,736,000 of outstanding stock options were exercisable, with a weighted-average exercise
price of $15.85. At June 30, 2004, the weighted-average remaining contractual life for all options outstanding
was 8.1 years.

Pro forma earnings and earnings per share, as if we had applied the fair value method of accounting for all
stock-based compensation, follow:

                                                              Three Months Ended          Six Months Ended
                                                                   June 30,                    June 30,
                                                           --------------------------  ------------------------
Pro Forma Net Income and Earnings Per Share:                                 2003                       2003
($ amounts in millions, except per share data)                 2004        Restated        2004       Restated
                                                           ------------  ------------  ------------ -----------

Net income, as reported..................................   $    14.4     $   (49.6)    $    31.0    $   (48.3)
Add:  Employee stock option compensation expense
  included in net income, net of applicable income taxes.         0.3          --             0.5         --
Deduct:  Employee stock option compensation expense
  determined under fair value accounting for all awards,
  net of applicable income taxes.........................        (1.4)         (1.1)         (2.7)        (2.2)
                                                           ------------  ------------  ------------ -----------
Pro forma net income.....................................   $    13.3     $   (50.7)    $    28.8    $   (50.5)
                                                           ============  ============  ============ ===========

Basic earnings per share:
    As reported..........................................   $    0.14     $   (0.53)    $    0.33    $   (0.51)
    Pro forma............................................   $    0.14     $   (0.53)    $    0.30    $   (0.54)
Diluted earnings per share:
    As reported..........................................   $    0.14     $   (0.53)    $    0.30    $   (0.51)
    Pro forma............................................   $    0.13     $   (0.53)    $    0.28    $   (0.54)


                                                       29



Restricted stock units (RSUs)

                                                                         Six Months Ended June 30,
                                                           ----------------------------------------------------
                                                                      2004                       2003
                                                           --------------------------  ------------------------
RSU Activity at Weighted-Average Exercise Price:                          Exercise                   Exercise
($ amounts in millions, except exercise price)                 RSUs         Price          RSUs        Price
                                                           ------------  ------------  ------------ -----------

Outstanding, beginning of year.........................     1,436,843     $   10.47       573,477    $  13.95
Awarded, three months ended March 31,..................        46,073         14.03       394,737        7.60
                                                           ------------  ------------  ------------ -----------
Outstanding, March 31, 2004 and 2003...................     1,482,916         10.58       968,214       11.36
Awarded, three months ended June 30,...................        18,693         12.25       416,773        8.32
                                                           ------------  ------------  ------------ -----------
Outstanding, end of period.............................     1,501,609     $   10.60     1,384,987    $  10.45
                                                           ============  ============  ============ ===========

Generally, the shares underlying these awards which are or become vested will be issued on the later of June
26, 2006 or each employee's and each director's respective termination or retirement.


10.  Earnings Per Share


Shares Used in Calculation of                                  Three Months Ended         Six Months Ended
Basic and Diluted Earnings Per Share:                               June 30,                  June 30,
(in thousands)                                             --------------------------  ------------------------
                                                               2004          2003          2004        2003
                                                           ------------  ------------  ------------ -----------

Weighted-average common shares outstanding...............      94,644        94,150        94,569      94,099
                                                           ------------  ------------  ------------ -----------
Effect of potential common shares:
  Equity units...........................................       5,050            --         5,482          --
  Restricted stock units.................................       1,483         1,181         1,464       1,074
  Director and employee stock options....................         117             2           130          --
                                                           ------------  ------------  ------------ -----------
Potential common shares..................................       6,650         1,183         7,076       1,074
Less: anti-dilutive potential common shares..............          --        (1,183)           --      (1,074)
                                                           ------------  ------------  ------------ -----------
Dilutive potential common shares.........................       6,650            --         7,076          --
                                                           ------------  ------------  ------------ -----------
Weighted-average common shares outstanding
  and dilutive potential common shares...................     101,294        94,150       101,645      94,099
                                                           ============  ============  ============ ===========


Employee Stock Options and Equity Units excluded
from Calculation Due to Anti-Dilutive Exercise Prices          Three Months Ended         Six Months Ended
(i.e., in excess of average common share market prices):            June 30,                  June 30,
                                                           --------------------------  ------------------------
                                                               2004          2003          2004        2003
                                                           ------------  ------------  ------------ -----------

  Stock options..........................................       3,686         4,005         3,651       4,055
  Equity units...........................................          --        17,424            --      17,424

Treasury stock

During the six months ended June 30 2004 and 2003, we made no purchases of our common stock in the market.


11.  Contingent Liabilities

In 1999, we discontinued our reinsurance operations through a combination of sale, reinsurance and placement
of certain retained group accident and health reinsurance business into run-off. We adopted a formal plan to
stop writing new contracts covering these risks and to end the existing contracts as soon as those contracts
would permit. However, we remain liable for claims under those contracts. We also purchased finite aggregate
excess-


                                                       30



of-loss reinsurance, or finite reinsurance, to further protect us from unfavorable results from this
discontinued business.

We have established reserves for claims and related expenses that we expect to pay on our discontinued group
accident and health reinsurance business. These reserves are based on currently known facts and estimates
about, among other things, the amount of insured losses and expenses that we believe we will pay, the period
over which they will be paid, the amount of reinsurance we believe we will collect under our finite
reinsurance, the amounts we believe we will collect from our retrocessionaires and the likely legal and
administrative costs of winding down the business.

Our total reserves, including coverage available from our finite reinsurance and reserves for amounts
recoverable from retrocessionaires, were $160.0 million as of June 30, 2004. Our total amounts recoverable
from retrocessionaires related to paid losses were $145.0 million as of June 30, 2004. We did not recognize
any gains or losses related to our discontinued group accident and health reinsurance business during the
three and six months ended June 30, 2004 and 2003, respectively.

We expect our reserves and reinsurance to cover the run-off of the business; however, the nature of the
underlying risks is such that the claims may take years to reach the reinsurers involved. Therefore, we expect
to pay claims out of existing estimated reserves for up to ten years as the level of business diminishes. In
addition, unfavorable or favorable claims and/or reinsurance recovery experience is reasonably possible and
could result in our recognition of additional losses or gains, respectively, in future years. Given the
uncertainty associated with litigation and other dispute resolution proceedings, as described below, as well
as the lack of sufficient claims information (which has resulted from disputes amount ceding reinsurers
leading to delayed processing, reporting blockages and standstill agreements among reinsurers), the range of
any reasonably possible additional future losses or gains is not currently estimable. However, it is our
opinion, based on current information and after consideration of the provisions made in these financial
statements, as described above, that any future adverse or favorable development of recorded reserves and/or
reinsurance recoverables will not have a material effect on our financial position.

Additional information with respect to our group accident and health reinsurance run-off exposures follows:

Unicover Managers, Inc.

A significant portion of the claims arising from our discontinued group accident and health reinsurance
business arises from the activities of Unicover Managers, Inc., or Unicover. Unicover organized and managed a
group, or pool, of insurance companies, or Unicover pool, and two other facilities, or Unicover facilities,
which reinsured the life and health insurance components of workers' compensation insurance policies issued by
various property and casualty insurance companies. We were a member of the Unicover pool but terminated our
participation in the pool effective March 1, 1999.

We are involved in disputes relating to the activities of Unicover. Under Unicover's underwriting authority,
the Unicover pool and Unicover facilities wrote a dollar amount of reinsurance coverage that was many times
greater than originally estimated. As a member of the Unicover pool, we were involved in several proceedings
in which the pool members asserted that they could deny coverage to certain insurers that claimed that they
purchased reinsurance coverage from the pool. Those matters were settled. Also, the pool members are currently
involved in proceedings arising from business ceded to the London market. Those proceedings are in the
preliminary stages.

Further, we were, along with Sun Life Assurance of Canada, or Sun Life, and Cologne Life Reinsurance Company,
or Cologne Life, a retrocessionaire (meaning a reinsurer of other reinsurers) of the Unicover pool and two
other Unicover facilities, providing the pool and facility members with reinsurance of the risks that the pool
and facility members had assumed. In September 1999, we joined an arbitration proceeding that Sun Life had
begun against the members of the Unicover pool and the Unicover facilities. In this arbitration, we and Sun
Life


                                                       31



sought to cancel our retrocession agreements on the grounds that material misstatements and nondisclosures
were made to us about, among other things, the amount of risks we would be reinsuring. The arbitration
proceeded only with respect to the Unicover pool because we, Sun Life and Cologne Life reached settlement with
the two Unicover facilities in the first quarter of 2000. In October 2002, the arbitration panel issued its
decision that the agreement by which we provided retrocessional reinsurance to the pool was valid only to the
extent of business bound or renewed to that agreement on or before August 31, 1998. This decision had the
effect of granting us a substantial discount on our potential liabilities, because most of the business was
bound or renewed to the agreement after August 31, 1998. In a clarification dated January 4, 2003, the
arbitration panel confirmed its decision. A significant portion of our remaining potential liabilities as a
retrocessionaire of the pool may be recovered from our retrocessionaires.

In one of the Unicover facilities' settlements, the Reliance facility settlement of January 2000, we paid a
settlement amount of $97.9 million and were released from all of our obligations as a retrocessionaire of the
facility. Subsequently, we were reimbursed by one of our retrocessionaires for $38.8 million of the amount we
paid under the settlement. A significant portion of the remainder of the settlement payment may be recovered
from certain of our other retrocessionaires.

In the other Unicover facilities' settlement, the Lincoln facility settlement of March 2000, we paid a
settlement amount of $11.6 million and were released from all of our obligations as a retrocessionaire of the
facility. A significant portion of the settlement payment may be recovered from certain of our
retrocessionaires.

The likelihood of obtaining the additional recoveries from our retrocessionaires cannot be estimated with a
reliable degree of certainty at this stage of our recovery efforts. This is due in part to the lack of
sufficient claims information (which has resulted from disputes among ceding reinsurers leading to delayed
processing, reporting blockages and standstill agreements among reinsurers) and in part to the matters
discussed below under "Related Proceedings."

The amounts paid and the results achieved in the above settlements and arbitration decision are reflected in
our consolidated financial statements. As the amounts previously reserved for these matters were sufficient,
we established no additional reserves with respect to these settlements and arbitration decision.

Related Proceedings

In our capacity as a retrocessionaire of the Unicover business, we had an extensive program of our own
reinsurance in place to protect us from financial exposure to the risks we had assumed. Currently, we are
involved in separate arbitration proceedings with two of our own retrocessionaires, which have sought on
various grounds to avoid paying any amounts to us. Because the same retrocession program that covers our
Unicover business covers a significant portion of our other remaining group accident and health reinsurance
business, we could have additional material losses if one or more of our retrocessionaires successfully avoids
its obligations.

With one of those retrocessionaires, we had three disputes. One concerns an agreement under which the
retrocessionaire reinsures us for up to $45 thousand per loss in excess of a $5 thousand retention. In June
2003, the arbitration panel issued its decision, which upheld in all material respects the retrocessional
obligations to us. The decision is the subject of a pending appeal only with respect to the Unicover business.
The other two disputes were settled in March 2004 and did not have a material effect on our reinsurance
recoverable balances. As of June 30, 2004, the reinsurance recoverable balance from this retrocessionaire
related to paid losses was $49.0 million, subject to further development.

The dispute with the other retrocessionaire is the subject of arbitration proceedings that we initiated in
December 2003. The purpose of the arbitration proceedings is to confirm the validity and enforce the terms of
the retrocessional contracts. We had previously entered into a standstill agreement with this retrocessionaire
under which both parties had agreed not to commence any proceedings against the other without providing
written notice within a specified period. The purpose of the agreement was to allow the parties to investigate
the


                                                       32



existence and extent of their contractual obligations to each other. The arbitration proceedings are in the
preliminary stages. As of June 30, 2004, the reinsurance recoverable balance from this retrocessionaire
related to paid losses was $90.0 million, subject to further development.

The dispute with a third retrocessionaire, which sought to avoid an excess-of-loss retrocession agreement, a
surplus share retrocession agreement and a quota share retrocession agreement, was the subject of an
arbitration in November 2003. In December 2003, the arbitration panel issued its interim decision, which is
confidential. The financial implications of the interim decision are consistent with our current financial
provisions. Since then, this retrocessionaire has paid $8.0 million to bring the account current. As of June
30, 2004, the reinsurance recoverable balance from this retrocessionaire related to paid losses was $0.0
million, subject to further development. In June 2004 the arbitration panel relinquished its jurisdiction.

At this stage, we cannot predict the outcome of the above matters, nor can we estimate the amount at risk with
a reliable degree of certainty. This is due in part to our lack of sufficient claims information (which has
resulted from disputes among ceding reinsurers that have led to delayed processing, reporting blockages, and
standstill agreements among reinsurers). This applies with regard both to business related to Unicover and
business not related to Unicover.

Other Proceedings

Another set of disputes involves personal accident business that was reinsured in the mid-1990s in the London
reinsurance market in which we participated. These disputes involve multiple layers of reinsurance and
allegations that the reinsurance program created by the brokers involved in placing those layers was
interrelated and devised to disproportionately pass losses to a top layer of reinsurers. Many companies who
participated in this business are involved in litigation or arbitration in attempts to avoid their obligations
on the basis of misrepresentation. Because of the complexity of the disputes and the reinsurance arrangements,
many of these companies are currently participating in negotiations of the disputes for certain contract
years, and we believe that similar discussions will follow for the remaining years. Although we are vigorously
defending our contractual rights, we are actively involved in the attempt to reach negotiated business
solutions. At this stage, we cannot predict the outcome, nor can we estimate the amount at risk with a
reliable degree of certainty. This is due in part to our lack of sufficient claims information (which has
resulted from disputes among ceding reinsurers that have led to delayed processing, reporting blockages, and
standstill agreements among reinsurers).


12.  Commitments

On July 29, 2004, we announced the signing of a $122.0 million seven-year information technology
infrastructure services agreement with EDS. We expect to realize $65.0 to $70.0 million in expense savings
over the course of the contract after incurring $9.0 to $11.0 million of after-tax transition costs through
early 2005.



                                                       33



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                           FORWARD-LOOKING STATEMENT

The following discussion may contain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. The company intends these forward-looking statements to be covered by the safe
harbor provisions of the federal securities laws relating to forward-looking statements. These include
statements relating to trends in, or representing management's beliefs about, the company's future strategies,
operations and financial results, as well as other statements including words such as "anticipate," "believe,"
"plan," "estimate," "expect," "intend," "may," "should" and other similar expressions. Forward-looking
statements are made based upon management's current expectations and beliefs concerning trends and future
developments and their potential effects on the company. They are not guarantees of future performance. Actual
results may differ materially from those suggested by forward-looking statements as a result of risks and
uncertainties which include, among others: (i) changes in general economic conditions, including changes in
interest and currency exchange rates and the performance of financial markets; (ii) heightened competition,
including with respect to pricing, entry of new competitors and the development of new products and services
by new and existing competitors; (iii) the company's primary reliance, as a holding company, on dividends and
other payments from its subsidiaries to meet debt payment obligations, particularly since the company's
insurance subsidiaries' ability to pay dividends is subject to regulatory restrictions; (iv) regulatory,
accounting or tax developments that may affect the company or the cost of, or demand for, its products or
services; (v) downgrades in the financial strength ratings of the company's subsidiaries or in the company's
credit ratings; (vi) discrepancies between actual claims experience and assumptions used in setting prices for
the products of insurance subsidiaries and establishing the liabilities of such subsidiaries for future policy
benefits and claims relating to such products; (vii) movements in the equity markets that affect our
investment results, including those from venture capital, the fees we earn from assets under management and
the demand for our variable products; (viii) the company's continued success in achieving planned expense
reductions; (ix) the effects of closing the company's retail brokerage operations; and (x) other risks and
uncertainties described in any of the company's filings with the SEC. The company undertakes no obligation to
update or revise publicly any forward-looking statement, whether as a result of new information, future events
or otherwise.


                                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's Discussion and Analysis of Financial Condition and Results of Operations reviews our consolidated
financial condition as of June 30, 2004 as compared to December 31, 2003; our consolidated results of
operations for the three and six months ended June 30, 2004 and 2003; and, where appropriate, factors that may
affect our future financial performance. This discussion should be read in conjunction with the unaudited
interim financial statements and notes contained in this filing as well as in conjunction with our
consolidated financial statements for the year ended December 31, 2003 in our 2003 Annual Report on Form 10-K.



                                                       34



Overview

We are a manufacturer of insurance, annuity and asset management products for the accumulation, preservation
and transfer of wealth. We provide products and services to affluent and high-net-worth individuals through
their advisors and to institutions directly and through consultants. We offer a broad range of life insurance,
annuity and asset management products and services through a variety of distributors. These distributors
include independent advisors and financial services firms who make our products and services available to
their clients.

We manufacture our products through two operating segments — Life and Annuity and Asset Management — which
include three product lines — life insurance, annuities and asset management. Through Life and Annuity we
offer a variety of life insurance and annuity products, including universal, variable universal, whole and
term life insurance, a range of variable annuity offerings and other products and services, including
executive benefits and private placement life and annuity products. Asset Management comprises two lines of
business — private client and institutional.

Through our private client line of business, we provide investment management services principally on a
discretionary basis, with products consisting of open-end mutual funds and managed accounts. Managed accounts
include intermediary programs sponsored and distributed by non-affiliated broker-dealers and direct managed
accounts sold and administered by us. These two types of managed accounts generally require minimum
investments of $100,000 and $1 million, respectively. Our private client business also provides transfer
agency, accounting and administrative services to most of our open-end mutual funds.

Through our institutional group, we provide discretionary and non-discretionary investment management services
primarily to corporations, multi-employer retirement funds and foundations, as well as to endowments and
special purpose funds. In addition, we manage closed-end funds and alternative financial products such as
structured finance products. Structured finance products include collateralized obligations such as
collateralized debt obligations, or CDOs, backed by portfolios of public high yield bonds, emerging markets
bonds, commercial mortgage-backed or asset-backed securities.

We report our remaining activities in two non-operating segments — Venture Capital and Corporate and Other.
Venture Capital includes limited partnership interests in venture capital funds, leveraged buyout funds and
other private equity partnerships sponsored and managed by third parties. These assets are investments of the
general account of Phoenix Life and certain of its subsidiaries and affiliates (together, our Life Companies).
Corporate and Other includes: indebtedness; unallocated assets, liabilities and expenses; and certain
businesses not of sufficient scale to report independently. These non-operating segments are significant for
financial reporting purposes, but do not contain products or services relevant to our core manufacturing
operations.

We derive our revenues principally from:

   •   premiums on whole life insurance;
   •   insurance and investment product fees on variable life and annuity products and universal life
       products;
   •   investment management and related fees; and
   •   net investment income and net realized investment gains.

Under GAAP, premium and deposit collections for variable life, universal life and annuity products are not
recorded as revenues. These collections are reflected on our balance sheet as an increase in separate account
liabilities for certain investment options of variable products. Collections for fixed annuities and certain
investment options of variable annuities are reflected on our balance sheet as an increase in policyholder
deposit funds. Collections for other products are reflected on our balance sheet as an increase in policy
liabilities and accruals.


                                                       35



Our expenses consist principally of:

   •    insurance policy benefits provided to policyholders, including interest credited on policies;
   •    policyholder dividends;
   •    deferred policy acquisition costs amortization;
   •    intangible assets amortization;
   •    interest expense;
   •    other operating expenses; and
   •    income taxes.

Our profitability depends principally upon:

   •    the adequacy of our product pricing, which is primarily a function of our:
        •    ability to select underwriting risks;
        •    mortality experience;
        •    ability to generate investment earnings;
        •    ability to maintain expenses in accordance with our pricing assumptions; and
        •    policies' persistency (the percentage of policies remaining inforce from year to year as measured by
             premiums);
   •    the amount and composition of assets under management;
   •    the maintenance of our target spreads between the rate of earnings on our investments and dividend and
        interest rates credited to customers; and
   •    our ability to manage expenses.

Prior to Phoenix Life's demutualization, we focused on participating life insurance products, which pay
policyholder dividends. As of December 31, 2003, 74% of our life insurance reserves were for participating
policies. As a result, a significant portion of our expenses consists, and will continue to consist, of such
policyholder dividends. Our net income is reduced by the amounts of these dividends. Policyholder dividends
expense was $418.8 million during 2003 and $401.8 million during 2002.

Our sales and financial results over the last several years have been affected by demographic, industry and
market trends. The baby boom generation has entered its prime savings years. Americans generally have begun to
rely less on defined benefit retirement plans, social security and other government programs to meet their
post-retirement financial needs. Product preferences shift between fixed and variable options depending on
market and economic conditions. These factors have had a positive effect on sales of our balanced product
portfolio including universal life, variable life and variable annuity products, as well as a broad array of
mutual funds and managed accounts.

Discontinued Operations

On March 31, 2004, we completed the sale of 100% of the common stock held by us in Phoenix National Trust
Company. The effect of this transaction is immaterial to our consolidated financial statements. Phoenix
National Trust Company is presented as a discontinued operation in our consolidated financial statements for
all periods presented.

During 1999, we discontinued the operations of several businesses that did not align with our business
strategy including reinsurance, group life and health and real estate management operations. See Note 11 to
our consolidated financial statements in this Form 10-Q for detailed information regarding contingent
liabilities related to our remaining discontinued operations.


                                                       36



Other Recent Acquisitions and Divestitures

Life and Annuity

Effective as of May 31, 2004, we sold our retail broker-dealer operations to Linsco/Private Ledger Financial
Services, or LPL. As part of the transaction, advisors affiliated with WS Griffith Securities, Inc., or
Griffith, and Main Street Management Company, or Main Street, ceased to be affiliated with Phoenix but had the
opportunity to move to LPL as independent registered representatives. As of June 30, 2004, LPL successfully
recruited about 45% of Griffith's total representatives, representing about 55% of Griffith's total gross
dealer concessions. As of June 30, 2004, we have not determined the ultimate persistency of the business
written by the advisors, but we are cautiously optimistic given the quality of our inforce products and the
professionalism of the advisors. We expect an annual pre-tax earnings benefit of $10.0 million or more, which
consists of expense savings, net of reduced broker-dealer revenues and increased policy acquisition cost
amortization expense. As part of this transaction, we are expanding our distribution relationship with LPL,
adding life and annuity products to our existing asset management offerings, and we have recently commenced a
marketing plan to position these products within LPL and its more than 5,500 producers.

Revenues net of eliminations and direct expenses net of deferrals and certain transaction related costs
included in our consolidated financial statements related to our retail affiliate operations sold during the
second quarter are as follows:

Revenues and Direct Expenses:                                  Three Months Ended         Six Months Ended
($ amounts in millions)                                             June 30,                  June 30,
                                                           --------------------------  ------------------------
                                                               2004          2003          2004        2003
                                                           ------------  ------------  ------------ -----------

Insurance and investment product fees revenues,
  net of eliminations....................................   $    14.0     $    14.7     $    26.8    $   28.4
Direct other operating expenses, net of deferrals........        19.2          22.2          44.7        42.6

Actual net expense savings to be realized from the sale of Griffith and Main Street will be dependent on the
effect this transaction has on future sales and persistency of inforce life and annuity business and thus,
actual net expense savings realized from the sale may fall short or exceed our current expectations of an
annual pre-tax earnings benefit of $10.0 million or more.

We incurred a $3.6 million net of tax impairment charge, recorded as a realized investment loss related to
Main Street, and a $0.9 million after-tax charge for severance costs during the first quarter of 2004 related
to this divestiture. We realized a $2.7 million net of tax gain, recorded as a realized investment gain, on
the sale of the broker-dealer operations during the second quarter of 2004, and we incurred a $8.4 million net
of tax charge related to employee severance and lease termination costs, offset by a $4.4 million net of tax
gain related to curtailment accounting related to employee benefit plans. As of June 30, 2004 our remaining
liability for the employee severance cost was $6.9 million, which is expected to be fully paid by early 2005.
Our remaining liability for lease termination cost was $4.3 million, which is expected to be fully paid by the
end of 2008.

On July 2, 2004, we sold the stock of Phoenix Global Solutions (India) Pvt. Ltd. and essentially all of the
assets of Phoenix Global Solutions, Inc., our India-based information technology subsidiary, to Tata
Consultancy Services Limited, a division of Tata Sons Ltd. This transaction is not material to our
consolidated financial statements.

In 2003, we acquired the remaining interest in PFG Holdings, Inc., or PFG, the holding company for our private
placement operation, not already owned by us for initial consideration of $16.7 million. Under the terms of
the purchase agreement, we may be obligated to pay additional consideration of up to $89.0 million to the
selling shareholders, including $10.0 million during the remainder of 2004 through 2007 based on certain
financial performance targets being met, and the balance in 2008 based on the appraised value of PFG as of
December 31, 2007. During the three months ended June 30, 2004, we paid $3.0 million under this obligation.


                                                       37



Asset Management

In 2002, we acquired a 60% interest in Kayne Anderson Rudnick Investment Management, LLC, or Kayne Anderson
Rudnick, for $102.4 million; management of the company retained the remaining ownership interest. In addition
to the initial cost of the purchase, we made a subsequent payment, during the three months ended March 31,
2004, of $30.1 million, based upon growth in management fee revenue for the purchased business through the end
of 2003. This payment had been accrued for as goodwill as of December 31, 2003. In January 2004, one member of
Kayne Anderson Rudnick accelerated his put/call agreement, at which time we acquired an additional 0.3% of
Kayne Anderson Rudnick. We are also obligated to purchase an additional 14.7% interest in the company by 2007.

We acquired the remaining minority interest in Walnut Asset Management LLC and Rutherford Brown & Catherwood,
LLC in March 2004 for $2.1 million as a result of the management members exercising their put/call agreements.
This additional purchase price was allocated by PXP to goodwill and definite-lived intangible assets.

During the three months ended June 30, 2004, we agreed to purchase the FMI Sasco Contrarian Value Fund. This
transaction is not material to our consolidated financial statements.

The Demutualization

Phoenix Home Life demutualized on June 25, 2001 by converting from a mutual life insurance company to a stock
life insurance company, became a wholly-owned subsidiary of The Phoenix Companies and changed its name to
Phoenix Life Insurance Company, or Phoenix Life. See Note 3 to our consolidated financial statements in this
Form 10-Q for detailed information regarding the demutualization and closed block.

Recently Issued Accounting Standards

Other-Than Temporary Impairments: Portions of Emerging Issues Task Force Abstract EITF 03-1, The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments, or EITF 03-1 are effective for
fiscal periods beginning after June 15, 2004. EITF 03-1 provides guidance as to the determination of
other-than-temporary impaired securities and requires additional financial disclosures with respect to
unrealized losses. These accounting and disclosure requirements largely codify our existing practices and
thus, are not anticipated to have a material effect on our consolidated financial statements.

Post-retirement Benefits: On May 19, 2004, the Financial Accounting Standards Board, or the FASB, issued FASB
Staff Position No. FAS 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription
Drug, Improvement and Modernization Act of 2003, or the FSP. For employers that sponsor post-retirement
benefit plans, or plan sponsors that provide prescription drug benefits to retirees, the FSP requires any
effects of the anticipated federal tax subsidy related to those drug benefits be treated as an actuarial gain.
The effect of the FSP is immaterial to our consolidated financial statements.

Accounting Changes and Restatement of Prior Period

Nontraditional Long-Duration Contracts and Separate Accounts: Effective January 1, 2004, we adopted the
AICPA's Statement of Position 03-1, Accounting and Reporting by Insurance Enterprises for Certain
Nontraditional Long-Duration Contracts and for Separate Accounts, or SOP 03-1. SOP 03-1 provides guidance
related to the accounting, reporting and disclosure of certain insurance contracts and separate accounts,
including guidance for computing reserves for products with guaranteed benefits such as guaranteed minimum
death benefits and for products with annuitization benefits such as guaranteed minimum income benefits. In
addition, SOP 03-1 addresses the presentation and reporting of separate accounts, as well as rules concerning
the capitalization and amortization of sales inducements. Since this new accounting standard largely codifies
certain accounting and reserving practices related to applicable nontraditional long-duration contracts and
separate


                                                       38



accounts that we already followed, our adoption did not have a material effect on our consolidated
financial statements.

Variable Interest Entities: In January 2003, a new accounting standard was issued, FASB Interpretation No. 46,
or FIN 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51, that interprets the
existing standards on consolidation. FIN 46 was subsequently reissued as FIN 46-R in December 2003, with FIN
46-R providing additional interpretation as to existing standards on consolidation. FIN 46-R clarifies the
application of standards of consolidation to certain entities in which equity investors do not have the
characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to
finance its activities without additional subordinated financial support from other parties (variable interest
entities). Variable interest entities are required to be consolidated by their primary beneficiaries if they
do not effectively disperse risks among all parties involved. The primary beneficiary of a variable interest
entity is the party that absorbs a majority of the entity's expected losses, receives a majority of its
expected residual returns, or both, as a result of holding variable interests. As required under the original
standard, on February 1, 2003, we adopted the new standard for variable interest entities created after
January 31, 2003 and for variable interest entities in which we obtain an interest after January 31, 2003. In
addition, as required by the revised standard, on December 31, 2003 we adopted FIN 46-R for Special Purpose
Entities, or SPEs, in which we hold a variable interest that we acquired prior to February 1, 2003. FIN 46-R
requires our application of its provisions to non-SPE variable interest entities for periods ending after
March 15, 2004. The adoption of FIN 46-R for our non-SPE variable interest entities was immaterial to our
consolidated financial statements at June 30, 2004.

Stock-based Compensation: A new standard was issued by the FASB in December 2002 which amends an existing
standard on accounting for stock-based compensation. The new standard provides methods of transition for a
voluntary change to fair value accounting for stock-based compensation. We adopted fair value accounting for
stock-based compensation in 2003 using the prospective method of transition provided by the new standard,
which results in expense recognition for stock options awarded after December 31, 2002. See Note 9 to our
consolidated financial statements in this Form 10-Q for additional disclosure on the requirements of the new
standard as it relates to our business.

Collateralized Obligation Trusts: In 2003, we revised certain 2002 and 2001 amounts to correct an error in our
method of consolidation for the years 2003, 2002 and 2001 for three collateralized obligation trusts for which
we serve as investment advisor. Under the new method, the applicable assets, liabilities, revenues, expenses
and minority interest are presented on a disaggregated basis and investments pledged as collateral are
recorded at fair value with unrealized gains or losses recorded as a component of accumulated other
comprehensive income, other-than-temporary impairment of investments are recorded as a charge to earnings, and
non-recourse collateralized obligations are recorded at unpaid principal balance. Prior to our revision of
previously reported 2003, 2002 and 2001 amounts, investments pledged as collateral were recorded at fair value
with asset valuation changes directly offset by changes in the corresponding liabilities in a manner similar
to separate accounts.

The effect of our change in method of consolidation for these three collateralized obligation trusts was to
decrease our net income $4.6 million and $1.9 million for the six months ended June 30, 2004 and 2003,
respectively, and to decrease our stockholders' equity by $82.7 million and $77.3 million as of June 30, 2004
and December 31, 2003, respectively. For the three months ended June 30, 2004 and 2003, the effect of
consolidation was to decrease our net income $3.6 million and $0.1 million, respectively.

The above non-cash charges to earnings and stockholders' equity primarily relate to realized and unrealized
investment losses within the collateralized obligation trusts. Upon maturity or other liquidation of the
trusts, the fair value of the investments pledged as collateral will be used to settle the non-recourse
collateralized obligations with any shortfall in such investments inuring to the third-party note and equity
holders. To the extent there remains a recorded liability for non-recourse obligations after all the assets
pledged as collateral are exhausted, such amount will be reduced to zero with a corresponding benefit to
earnings. Accordingly, these investment losses and any future investment losses under this method of
consolidation will ultimately reverse upon the maturity or other liquidation of the non-recourse
collateralized obligations. These non-recourse obligations


                                                       39



mature between 2011 through 2014, but contain call provisions. The call provisions may be triggered at the
discretion of the equity investors based on market conditions and are subject to certain contractual
limitations.

GAAP requires us to consolidate all the assets and liabilities of these collateralized obligation trusts,
which results in the recognition of realized and unrealized investment losses even though we have no legal
obligation to fund such losses in the settlement of the collateralized obligations. The FASB continues to
evaluate, through the issuance of FASB staff positions, the various technical implementation issues related to
consolidation accounting. We will continue to assess the impact of any new implementation guidance issued by
the FASB as well as evolving interpretations among accounting professionals. Additional guidance and
interpretations may affect our application of consolidation accounting in future periods.

See Notes 1 and 7 to our consolidated financial statements in this Form 10-Q for additional information on
these revisions to our 2003 first quarter financial statements and see our 2003 Annual Report on Form 10-K for
additional information on these revisions to our 2002 and 2001 financial statements and on our consolidated
collateralized obligation trusts and other variable interest entities.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our
consolidated financial statements, which have been prepared in accordance with GAAP. GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of
the consolidated financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

Valuation of Investments in Venture Capital Partnerships

We record our equity in the earnings of venture capital partnerships in net investment income using the most
recent financial information received from the partnerships and estimating the earnings for any lag in
reporting. In the first quarter of 2001, we changed our accounting for venture capital partnership earnings to
eliminate the quarterly lag in information provided to us. We did this by estimating the change in our share of
partnership earnings for the quarter. This resulted in a $75.1 million charge ($48.8 million after income
taxes), representing the cumulative effect of this accounting change on the fourth quarter of 2000.

To estimate the net equity in earnings of the venture capital partnerships for each quarter, we developed a
methodology to estimate the change in value of the underlying investee companies in the venture capital
partnerships. For public investee companies, we use quoted market prices at the end of each quarter, applying
liquidity discounts to these prices in instances where such discounts were applied in the underlying
partnerships' financial statements. For private investee companies, we apply a public industry sector index to
estimate changes in valuations each quarter. We apply this methodology consistently each quarter with
subsequent adjustments to reflect market events reported by the partnerships (e.g., new rounds of financing,
initial public offerings and write-downs by the general partners). Our methodology recognizes both downward and
upward adjustments in estimated values based on the indices, but when the general partner reduces the value of
a private investee company, we do not adjust the fair value upward (by applying the public sector index) in
excess of the most recent value reported by the general partner. Finally, we revise the valuations we have
assigned to the investee companies annually to reflect the valuations in the audited financial statements
received from the venture capital partnerships.

The estimation process for valuing the private investee companies is inherently less precise than the
estimation process for valuing public company investees. For private investee companies, we employ a sector
index based on biotechnology, telecom, computer and healthcare indices as a proxy for estimating changes in
fair value of individual private investee companies that will not necessarily match the underlying changes in
fair value of an individual private investee company. Based on our experience, we have found that such indices
represent a reasonable basis for estimating the fair value of an investee company during a period of
deteriorating public equity markets such as that experienced in 2001 and 2002. However, we believe this method
is less reliable in rising markets such as that experienced in 2003 relative to general partner valuations.
Specifically, our experience indicates that upward revisions of valuations by the general partners for private
company investees tend to lag increases in public equity markets as general partner valuations typically will
be revised upward based on company specific liquidity events including new rounds of financing, mergers and
acquisitions and initial public offerings.

The amount we limited the upward adjustment of private investee companies based on public sector indices was
immaterial to our consolidated financial statements for the three and six months ended June 30, 2004.

Critical accounting estimates are reflective of significant judgments, often as a result of the need to make
estimates about the effect of matters that are inherently uncertain. See our 2003 Annual Report on Form 10-K
for a further description of our critical accounting estimates.


                                                       40



Consolidated Results of Operations


Summary Consolidated                             Three Months Ended                 Six Months Ended
Financial Data:                                       June 30,                          June 30,
($ amounts in millions)                     -------------------------------- ------------------------------
                                                          2003                            2003
                                               2004     Restated    Change     2004    Restated   Change
                                            ---------- ---------- ---------- --------- --------- ----------
REVENUES:
Premiums..................................   $  238.2   $  248.5   $ (10.3)   $ 470.9   $ 494.6   $ (23.7)
Insurance and investment product fees.....      154.2      137.0      17.2      314.6     273.1      41.5
Investment income, net of expenses........      258.9      277.7     (18.8)     537.1     568.8     (31.7)
Net realized investment gains (losses)....       15.6     (104.7)    120.3       18.1    (118.8)    136.9
                                            ---------- ---------- ---------- --------- --------- ----------
Total revenues............................      666.9      558.5     108.4    1,340.7   1,217.7     123.0
                                            ---------- ---------- ---------- --------- --------- ----------

BENEFITS AND EXPENSES:
Policy benefits,
  excluding policyholder dividends........      341.3      348.4      (7.1)     686.9     699.2     (12.3)
Policyholder dividends....................      105.3       94.2      11.1      211.2     210.7       0.5
Policy acquisition cost amortization......       23.1       25.9      (2.8)      45.7      53.9      (8.2)
Intangible asset amortization.............        8.3        8.2       0.1       16.6      16.6      --
Interest expense on indebtedness..........        9.9        9.9      --         19.7      19.7      --
Interest expense on non-recourse
  collateralized obligations..............        7.5       12.6      (5.1)      16.4      25.9      (9.5)
Other operating expenses..................      146.8      140.4       6.4      292.2     270.7      21.5
                                            ---------- ---------- ---------- --------- --------- ----------
Total benefits and expenses...............      642.2      639.6       2.6    1,288.7   1,296.7      (8.0)
                                            ---------- ---------- ---------- --------- --------- ----------
Income (loss) before income taxes
  and minority interest...................       24.7      (81.1)    105.8       52.0     (79.0)    131.0
Applicable income taxes (benefit).........        6.7      (34.2)     40.9       14.0     (36.6)     50.6
                                            ---------- ---------- ---------- --------- --------- ----------
Income (loss) before minority interest....       18.0      (46.9)     64.9       38.0     (42.4)     80.4
Minority interest in net income
  of subsidiaries.........................       (3.4)      (2.3)     (1.1)      (7.1)     (5.1)     (2.0)
                                            ---------- ---------- ---------- --------- --------- ----------
Income (loss) from
  continuing operations...................       14.6      (49.2)     63.8       30.9     (47.5)     78.4
Income (loss) from
  discontinued operations.................       (0.2)      (0.4)      0.2        0.1      (0.8)      0.9
                                            ---------- ---------- ---------- --------- --------- ----------
Net income (loss).........................   $   14.4   $  (49.6)  $  64.0    $  31.0   $ (48.3)  $  79.3
                                            ========== ========== ========== ========= ========= ==========

Executive Overview

Second quarter 2004 net income of $14.4 million, or $0.14 per diluted share, is substantially improved from the
2003 second quarter net loss of $49.6 million, or a $0.53 loss per share, reported in the 2003 second quarter.
The 2003 quarter included a $60.4 million non-cash charge relating to the impairment of three international
equity investments including Aberdeen Asset Management. In the 2004 second quarter, total segment income was
$16.6 million, or $0.16 per diluted share, a 40 percent increase from the $11.9 million, or $0.13 per diluted
share, reported in the prior year's second quarter (a reconciliation of segment income to net income follows in
the Results of Operations by Segment section contained herein). Year-to-date 2004 net income of $31.0 million,
or $0.30 per diluted share, is significantly improved from the June 30, 2003 year-to-date net loss of $48.3
million, or a $0.51 loss per share. Year-to-date 2004 total segment income of $34.1 million, or $0.34 per
share, rose 17 percent from the $29.1 million, or $0.31 per diluted share, of total segment income reported
through June 30, 2003. In addition, statutory capital at Phoenix Life remained strong even after paying a $70
million dividend to our holding company during the second quarter. Our risk-based capital ratio remains well
above our threshold target of 300%.

Our profitability continued to improve this quarter and year-to-date 2004 as Life and Annuity segment earnings
were at their highest level in three years, reflecting both our strong fundamentals and solid position in our
target high-net-worth market, while our second quarter Asset Management segment results reflect continued
progress on the execution of our turnaround plan, and they also highlight areas we need to fix to make this
business a meaningful contributor to earnings. Specifically, second quarter and year-to-date results of
operations as compared to prior year amounts reflect the following:

                                                      41


   •    Substantial improvement in equity markets resulting in higher Life and Annuity segment funds under
        management translating into higher fee revenues;
   •    Life insurance fundamentals including persistency and mortality remain excellent, while this line is
        benefiting from overall lower operating expenses;
   •    Overall investment income is lower because of the interest rate environment, but spreads in Universal
        Life have widened as we have reduced crediting rates over the last 12 months;
   •    Annuity earnings increased for the fourth quarter in a row due to lower expenses and higher spreads;
   •    Despite negative flows in the Asset Management segment as a result of higher redemptions and lower sales,
        fee revenues are higher due to improved equity markets as compared to the comparable 2003 quarter and
        year-to-date periods, while employment and other operating expenses increased to a lesser extent,
        driven mostly by formulaic compensation expense which has been driven by market lift experienced since
        the first quarter of 2003;
   •    Venture capital results are lower for the second quarter and year-to-date periods as the prior year's
        first quarter results benefited from several liquidity event driven gains; and
   •    Substantial reduction in realized investment losses as a result of impairments reflecting substantial
        improvement in the credit markets during the past year.

As anticipated, Life and Annuity sales dropped slightly this quarter due to the sale of our retail
broker-dealer operations to Linsco/Private Ledger (LPL) as well as our decision to avoid aggressive no-lapse
guarantees that are currently popular in the market. In addition, annuity sales are lower as the result of our
third quarter 2003 decision to exit fixed annuities and refocus distribution away from some of the large wire
houses. The number of advisors who have transferred their business to LPL from our former retail
broker-dealers, Griffith and Main Street has exceeded our expectations. It is too early to determine the
ultimate persistency of the business written by these advisors, but we are cautiously optimistic given the high
quality of our inforce products and the professionalism of these advisors. We continue to expect an annual
pretax earnings benefit of at least $10 million, although the actual benefit may fall short or exceed our
expectations depending on future actual sales and persistency results. Going forward, we are expanding our
distribution relationship with LPL, adding life and annuity products to our existing asset management
offerings.

Notwithstanding the improved financial performance in the Asset Management segment, results were disappointing
as the underlying fundamentals remain under pressure. In aggregate, we continued to see net outflows during the
second quarter and year-to-date 2004 periods which included $1.4 billion and $1.7 billion in unusual items,
respectively. Apart from these unusual items, several factors have contributed as follows:

   •    In mutual funds, the interest-rate sensitive products that drove sales over the last several quarters
        - our bond and REIT funds - were effected by higher interest rates;
   •    In managed accounts, weak sales and performance related outflows at our major managers; and
   •    In institutional products, in addition to the unusual second quarter 2004 and year-to-date redemption
        activity, we saw performance-related outflows in some of our equity strategies.

Relative investment performance in our Asset Management segment was weak during the 2004 quarter and
year-to-date periods, however Kayne Anderson has recently experienced significant improved performance as their
quality oriented style has returned to favor. The Asset Management segment continues to require significant
management attention to turn this business around in that this business was built with an acquisition model
that worked for a while when financial markets were stronger, but today this model limits our operating
flexibility. The nature of the contractual relationships and the fact that we do not own 100% of all partners
mean that making decisions and implementing change will take longer. We have taken a number of actions over the
last 12 - 18 months to move towards a more rationalized model including the consolidation of the segment's
corporate functions, the closure or merger of several smaller managers as well as nine mutual funds,
implementation of a centralized product management process, reorganization and build-out of our institutional
sales team, the acquisition of the FMI Sasco Contrarian Value Fund which adds a manager with strong performance
to our line-up, and we are in the process of adopting a common technology platform for managed accounts. These
actions have produced incremental improvement, however we are looking at all aspects of the business to improve
performance and maximize value for our shareholders.

We continue to see the lower overall operating expenses, exclusive of sales and formulaic compensation related
variable costs, however the impact of our expense reduction initiatives is not yet fully reflected in our
results as they will emerge over time through lower amortization of deferred policy acquisition costs. We
expect that beginning in the third quarter of 2004, the Life and Annuity segment will benefit from the expense
savings related to the sale of Griffith and Main Street. On July 29, 2004, we announced another major action
step with the signing of a seven-year information technology infrastructure services agreement with EDS. This
outsourcing agreement will result in significant cost savings and is consistent with our technology strategy.
It will allow us to take advantage of EDS' infrastructure expertise, processes and tools and focus our own
resources on what we do best as a manufacturer, including designing IT applications that support our products
and services. We expect to realize $65.0 to $70.0 million in expense savings over the course of the seven-year
contract with EDS, excluding after-tax transition costs of $9.0 to $11.0 million to be incurred through early
2005 which are part of previously announced expense targets.

Three and six months ended June 30, 2004 vs. June 30, 2003

Premium revenue for the three and six months ended June 2004 decreased $10.3 million, or 4%, and $23.7
million, or 5%, respectively, from the comparable periods in 2003. This is primarily due to a continued shift
in sales from participating life to universal life and variable universal life products as well as to a
continued decline of the participating life inforce business. Premium revenue for participating life policies
decreased by $10.3 million and $22.1 million, respectively, for the three and six months ended June 30, 2004
from the comparable periods in 2003. Since our demutualization in 2001, we no longer sell participating life
policies, resulting in a decline in renewal participating life premiums and related inforce. This will also
result in a reduction of reserves, thereby lowering benefit costs.

                                                      42


Insurance and investment product fees for the three and six months ended June 30, 2004 increased $17.2 million,
or 13%, and $41.5 million, or 15%, respectively, over the comparable periods in 2003, due to increases from the
Life and Annuity and Asset Management segments for the three and six month periods. The Life and Annuity
increase of $7.3 million and $18.6 million for the three and six months ended June 30, 2004 is principally due
to higher fees for life insurance from growing inforce, higher premium deposits, and higher fee-based funds,
primarily in universal life insurance; higher fees for annuities from higher funds under management; and higher
third-party revenues from our affiliated broker-dealer, primarily in the first quarter of 2004. The Asset
Management increase of $7.9 million and $20.8 million is principally due to increases in private client and
institutional investment product fees of $3.6 million and $3.4 million, respectively, for the comparative three
months as a result of increased billable assets under management. For the comparative six-month periods,
private client and institutional investment product fees increased $9.1 million and $8.6 million,
respectively, also as a result of increased billable assets under management. Approximately 58% of our
management fee revenues are based on assets as of the beginning of a quarter, which causes fees to lag behind
changes in assets under management.

Net investment income for the three and six months ended June 30, 2004 decreased by $18.8 million and $31.7
million, respectively, from the comparable periods in 2003. This was due partially to a decrease in earnings
from general account debt securities as a result of lower new money rates, offset by higher invested balances.
In addition, the 2003 periods benefited from a $9.0 million receipt of investment income on a restructured
investment. Investment income also decreased as a result of decreased equity in earnings on venture capital
investments of $4.7 million and $16.0 million, respectively, for the same periods. In addition, investment
income from our debt securities pledged as collateral related to our consolidated CDO trusts decreased by $4.7
million and $8.7 million, respectively, for the comparative three and six month periods, primarily due to
decreased asset levels from pay downs and defaults. Investment income from mortgage loans also decreased by
$1.9 million and $8.1 million, respectively, for the three and six months ended June 30, 2004, from the
comparable 2003 periods, reflecting the continued decline in mortgage loan assets as mortgages pay down and no
new investments are made in this asset class.

Net realized investment gains (losses) for the three and six months ended June 30, 2004 improved by $120.3
million and $136.9 million, respectively, from the comparable 2003 periods. The 2003 periods included $96.9
million in impairments related to three international investments, $89.1 million of which related to the
impairment of our equity investment in Aberdeen. For the quarter ended June 30, 2004, realized losses from
impairments of general account debt securities improved from $19.8 million in 2003 to $1.2 million in 2004.
For the six months ended June 30, 2004, realized losses from the impairments of general account debt
securities improved from $45.4 million in 2003 to $7.7 million in 2004. The reduction in losses for
impairments in 2004 is the result of a significantly improved credit environment.

Policy benefits and dividends for the three months ended June 30, 2004 increased $4.0 million, or 1%, over the
comparable period in 2003. This is due to a $16.8 million increase in the policyholder dividend obligation
offset by a decrease for the Life and Annuity segment of $12.8 million. The Life and Annuity decrease is
primarily due to lower death benefits and dividends and favorable change in reserves from a declining inforce
for participating life insurance, partially offset by higher benefits for universal life, variable universal
life insurance and annuities. Universal life and variable universal life benefits were higher due to very
favorable mortality in 2003 that did not recur in 2004. The increase in annuities is due to a reduction in the
guaranteed minimum death benefit liability during the second quarter of 2003 that did not recur in 2004.
Policy benefits and dividends for the six months ended June 30, 2004 decreased $11.8 million, or 1%, over the
comparable period in 2003. This is due to a decrease for the Life and Annuity segment of $19.1 million, offset
by an increase of $8.3 million in the policyholder dividend obligation. The Life and Annuity decrease is
primarily due to lower death benefits and dividends and favorable change in reserves from a declining inforce
for participating life insurance and lower interest credited from lower crediting rates, partially offset by
higher benefits for universal life and variable universal life insurance. The increase in universal life and
variable universal life benefits is due to very favorable mortality in 2003; plus for universal life, a large
death claim in the first quarter of 2004.

Policy acquisition cost amortization for the three and six months ended June 30, 2004 decreased $2.8 million,
or 11%, and $8.2 million, or 15%, respectively, from the comparable periods in 2003. The decrease for the
three months is primarily due to a $2.4 million decrease resulting from the effect of realized gains and
losses on amortization. For the six month period, the decrease is due to a $2.5 million decrease related to
the effect of realized gain and losses on amortization plus a $5.7 million decrease for the Life and Annuity
segment. This decrease for Life and Annuity is primarily due to lower amortization in participating life due
to amortization related to a realized investment gain on a private placement investment in the second quarter
of 2003 and for annuities and variable universal life insurance from improved persistency in 2004 over 2003.
Also, amortization was higher in 2003 for variable universal life due to very favorable mortality.


                                                       43


Other operating expenses, which include non-deferrable policy acquisition costs, broker-dealer commissions,
finders fees, formulaic compensation related to asset management revenue growth and other segment and
administrative expenses, increased $6.4 million, or 5%, and $21.5 million, or 8%, respectively, for the three
and six months ended June 30, 2004 over the comparable periods in 2003. The three month increase is principally
due to an $8.1 million increase in restructuring costs in 2004 and a $0.4 million increase in Asset Management
expenses, offset by a $4.8 million decrease in Life and Annuity expenses. The three month expenses include
increases in: incentive compensation of $1.8 million, to return to a more normalized accrual level, Asset
Management formulaic compensation of $1.3 million, and Asset Management trail commissions and finders fees of
$0.6 million in 2004 compared to 2003. The six month increase is primarily due to a $9.6 million increase in
restructuring charges, a $6.6 million increase in Asset Management expenses and a $2.0 million increase in
Corporate and Other expenses, partially offset by a $1.4 million decrease in Life and Annuity expenses. The six
month expense increase includes increases in: incentive compensation of $4.3 million, to return to a more
normalized accrual level, Asset Management formulaic compensation of $7.3 million, and Asset Management trail
commissions and finders fees of $2.7 million in 2004 compared to 2003. Also, see the Life and Annuity, Asset
Management and Corporate and Other management discussion and analysis later in this document for additional
information regarding operating expenses.

Income taxes increased for the three and six months ended June 30, 2004 by $40.9 million and $50.6 million,
respectively, form the comparable periods in 2003. This increase is primarily due to the increase in pre-tax
earnings in 2004 compared to 2003.

Results of Operations by Segment

We evaluate segment performance on the basis of segment income. Realized investment gains and losses and
certain other items are excluded because we do not consider them when evaluating the financial performance of
the segments. The size and timing of realized investment gains and losses are often subject to our discretion.
Certain items are removed from segment after-tax income if, in our opinion, they are not indicative of overall
operating trends. While some of these items may be significant components of net income reported in accordance
with GAAP, we believe that segment income is an appropriate measure that represents the earnings attributable
to the ongoing operations of the business. Investment income on debt and equity securities pledged as
collateral as well as interest expense on non-recourse collateralized obligations, both related to three
consolidated collateralized obligation trusts we sponsor, are included in the Corporate and Other segment.
Excess investment income on debt and equity securities pledged as collateral represents investment advisory
fees earned by our asset management subsidiary and are allocated to the Asset Management segment as investment
product fees for segment reporting purposes only. Also, all interest expense is included in the Corporate and
Other segment, as are several smaller subsidiaries and investment activities which do not meet the thresholds
of reportable segments. These include our remaining international operations and the run-off of our group
pension and guaranteed investment contract businesses.

The criteria used to identify an item that will be excluded from segment income include: whether the item is
infrequent and is material to the segment's income; or whether it results from a business restructuring or a
change in the regulatory requirements, or relates to other unusual circumstances (e.g., non-routine
litigation). We include information on other items allocated to our segments in their respective notes for
information only. Items excluded from segment income may vary from period to period. Because these items are
excluded based on our discretion, inconsistencies in the application of our selection criteria may exist.
Segment income is not a substitute for net income determined in accordance with GAAP and may be different from
similarly titled measures of other companies.


                                                       44




Amounts included in Income from
Continuing Operations excluded                     Three Months Ended                 Six Months Ended
from Operating Segment Results:                          June 30,                          June 30,
($ amounts in millions)                     ---------------------------------- ---------------------------------
                                                2004        2003      Change       2004       2003      Change
                                            ----------- ----------- ---------- ----------- ---------- ----------

Net realized investment gains (losses),
  after offsets...........................   $     5.0   $   (59.3)  $   64.3   $     5.7   $  (73.6)  $   79.3
Restructuring charges, after income taxes.        (7.0)       (1.8)      (5.2)       (8.9)      (4.3)      (4.6)
Other income, after income taxes..........        --          --         --          --          1.3       (1.3)
                                            ----------- ----------- ---------- ----------- ---------- ----------
Total.....................................   $    (2.0)  $   (61.1)  $   59.1   $    (3.2)  $  (76.6)  $   73.4
                                            =========== =========== ========== =========== ========== ==========


Net realized investment gains (losses) of $5.0 million and $(59.3) million for the three months ended June 30,
2004 and 2003, respectively, and $5.7 million and $(73.6) million for the six months ended June 30, 2004 and
2003, respectively, are net of offsets for policy dividend obligation, deferred policy acquisition costs and
taxes as further detailed in Note 5 of our consolidated financial statements contained in this Form 10-Q. See
discussion of realized investment gains (losses) in the Consolidated Results of Operations discussion
contained herein.

2004 restructuring charges relate primarily to employee severance and lease termination costs associated with
the sale of Griffith and Main Street, partially offset by a $4.4 million after-tax benefit related to the
curtailment of employee benefit plans related to the Griffith and Main Street sale. The 2004 restructuring
charges also include other severance costs and a $1.1 million after-tax charge related to the impairment of
certain data processing equipment to be sold in connection with the information technology services agreement
with EDS. The 2003 restructuring charges relate to severance costs associated with the restructuring of
certain PXP operations.

Segment Allocations

We allocate capital to our Life and Annuity segment based on risk-based capital, or RBC, for our insurance
products. We used 300% RBC levels for 2004 and 2003. Capital within our Life Companies that is unallocated is
included in our Corporate and Other segment. We allocate capital to our Asset Management segment on the basis
of the historical capital within that segment. We allocate net investment income based on the assets allocated
to the segments. We allocate tax benefits related to tax-advantaged investments to the segment that holds the
investment. We allocate certain costs and expenses to the segments based on a review of the nature of the
costs, time studies and other methodologies.


                                                       45



Life and Annuity Segment


Summary Life and Annuity
Financial Data:                                     Three Months Ended,                Six Months Ended,
($ amounts in millions)                                  June 30,                           June 30,
                                            ---------------------------------- ----------------------------------
                                               2004         2003      Change      2004        2003       Change
                                            ----------- ----------- ---------- ----------- ---------- -----------
Results of operations
Premiums..................................   $   238.2   $   248.5   $  (10.3)  $   470.9   $  494.6   $   (23.7)
Insurance and investment product fees.....        86.5        79.2        7.3       176.0      157.4        18.6
Net investment income.....................       242.2       251.2       (9.0)      492.1      499.4        (7.3)
                                            ----------- ----------- ---------- ----------- ---------- -----------
Total segment revenues....................       566.9       578.9      (12.0)    1,139.0    1,151.4       (12.4)
                                            ----------- ----------- ---------- ----------- ---------- -----------
Policy benefits,
  including policyholder dividends........       437.1       449.9      (12.8)      886.1      905.2       (19.1)
Policy acquisition cost amortization......        24.3        24.7       (0.4)       46.5       52.2        (5.7)
Other operating expenses..................        71.7        76.5       (4.8)      146.8      148.2        (1.4)
                                            ----------- ----------- ---------- ----------- ---------- -----------
Total segment benefits and expenses.......       533.1       551.1      (18.0)    1,079.4    1,105.6       (26.2)
                                            ----------- ----------- ---------- ----------- ---------- -----------
Segment income............................        33.8        27.8        6.0        59.6       45.8        13.8
Allocated income taxes....................        10.2         8.4        1.8        17.4       12.4         5.0
                                            ----------- ----------- ---------- ----------- ---------- -----------
Segment income............................        23.6        19.4        4.2        42.2       33.4         8.8
Net realized investment gains (losses), net
  of income taxes and other offsets.......         1.5         3.9       (2.4)       (2.0)       2.6        (4.6)
Restructuring charges,
  after income taxes......................        (5.4)       --         (5.4)       (6.2)      --          (6.2)
                                            ----------- ----------- ---------- ----------- ---------- -----------
Segment net income........................   $    19.7   $    23.3   $   (3.6)  $    34.0   $   36.0   $    (2.0)
                                            =========== =========== ========== =========== ========== ===========


Three and six months ended June 30, 2004 vs. June 30, 2003

Premium revenue for the three and six months ended June 2004 decreased $10.3 million, or 4%, and $23.7
million, or 5%, respectively, from the comparable periods in 2003. This is primarily due to a continued shift
in sales from participating life to universal life and variable universal life products as well as to a
continued decline of the participating life inforce business. Premium revenue for participating life policies
decreased by $10.3 million and $22.1 million, respectively, for the three and six months ended June 30, 2004
from the comparable periods in 2003. Since our demutualization in 2001, we no longer sell participating life
policies, resulting in a decline in renewal participating life premiums and related inforce. This will also
result in a reduction of reserves, thereby lowering benefit costs.

Insurance and investment product fees for the three and six months ended June 30, 2004 increased $7.3 million,
or 9%, and $18.6 million, or 11%, respectively, over the comparable periods in 2003. This is principally due
to: higher fees for life insurance from growing inforce, higher premium deposits, and higher fee-based funds,
primarily in universal life insurance; higher fees for annuities from higher funds under management; and
higher third-party revenues from our affiliated broker-dealers, primarily in the first quarter of 2004.

Policy benefits and dividends for the three and six months ended June 30, 2004 decreased $12.8 million, or 3%,
and $19.1 million, or 2%, from the comparable periods in 2003. The decrease for the three months is primarily
due to lower death benefits and dividends and a favorable change in reserves from a declining inforce for
participating life insurance, partially offset by higher benefits for universal life, variable universal life
insurance and annuities. Universal life and variable universal life benefits were higher due to very favorable
mortality in 2003 that did not recur in 2004. The increase in annuities is due to a reduction in the
guaranteed minimum death benefit liability during the second quarter of 2003 that did not recur in 2004. The
decrease for the six months is primarily due to lower death benefits and dividends, a favorable change in
reserves, from a declining inforce for participating life insurance and lower interest credited from lower
crediting rates, partially offset by higher benefits for universal life and variable universal life insurance.
The increase in universal life and variable universal life benefits is due to very favorable mortality in
2003; plus for universal life, a large death claim in the first quarter of 2004.


                                                       46



Policy acquisition cost amortization for the three months ended June 30, 2004 was relatively unchanged from the
comparable period in 2003. Policy acquisition cost amortization for the six months ended June 30, 2004
decreased $5.7 million, or 11%, in 2004 from the comparable period in 2003. This is primarily due to lower
amortization in participating life when compared to higher amortization in 2003 related to a gain on a private
placement investment in the second quarter of 2003 and for annuities and variable universal life insurance from
improved persistency in 2004 over 2003. Also, amortization was higher in 2003 for variable universal life due
to very favorable mortality.

Other operating expenses, which include non-deferrable policy acquisition costs, broker-dealer commission
expense related to Griffith and Main Street and general and administrative costs, decreased for the three and
six months ended June 30, 2004 by $4.8 million, or 6%, and $1.4 million, or 1% from the comparable periods in
2003. The three month decrease is principally due to lower non-deferred expenses from expense reduction
initiatives and lower broker-dealer expenses resulting from the sale of Griffith and Main Street during the
second quarter. These reductions were partially offset by an increase in incentive compensation accruals due
to a return to more normalized incentive compensation accrual levels. In addition to the explanations for the
three month decrease, the six month decrease was further offset by higher broker-dealer commission expense for
Griffith and Main Street during the first quarter of 2004.

Allocated income taxes increased for the three and six months ended June 30, 2004 by $1.8 million and $5.0
million due to the increase in pre-tax segment earnings.


                                                               Three Months Ended          Six Months Ended
Annuity Funds Under Management:                                     June 30,                   June 30,
($ amounts in millions)                                    --------------------------  -------------------------
                                                               2004          2003          2004         2003
                                                           ------------  ------------  ------------ ------------

Deposits.................................................   $   208.9     $   377.4     $   423.9    $   803.1
Performance and interest credited........................        18.0         351.4         229.2        371.6
Fees.....................................................       (14.0)        (15.4)        (29.3)       (26.9)
Benefits and surrenders..................................      (193.1)       (208.1)       (411.7)      (462.3)
                                                           ------------  ------------  ------------ ------------
Change in funds under management.........................        19.8         505.3         212.1        685.5
Funds under management, beginning of period..............     7,336.1       6,013.6       7,143.8      5,833.4
                                                           ------------  ------------  ------------ ------------
Annuity funds under management, end of period............   $ 7,355.9     $ 6,518.9     $ 7,355.9    $ 6,518.9
                                                           ============  ============  ============ ============


Three and six months ended June 30, 2004 vs. June 30, 2003

The change in annuity funds under management decreased $485.5 million and $473.4 million, respectively, for
the three and six months ended June 30, 2004 from the comparable periods in 2003. These decreases are
principally due to lower deposits, resulting from our decision to exit fixed annuities and refocus
distribution away from some large wire houses and lower relative performance in 2004 compared with very
favorable equity market performance in 2003, particularly in the second quarter, partially offset by lower
surrenders.


                                                               Three Months Ended          Six Months Ended
Variable Universal Life Funds Under Management:                     June 30,                   June 30,
($ amounts in millions)                                    -------------------------  --------------------------
                                                               2004          2003          2004         2003
                                                           ------------  -----------  ------------ -------------

Deposits.................................................   $    60.0     $    62.0     $   127.0    $   133.7
Performance and interest credited........................        10.0         110.4          66.3        101.9
Fees and cost of insurance...............................       (25.4)        (24.7)        (51.5)       (51.0)
Benefits and surrenders..................................       (15.4)        (11.6)        (31.4)       (25.5)
                                                           ------------  ------------  ------------ ------------
Change in funds under management.........................        29.2         136.1         110.4        159.1
Funds under management, beginning of period..............     1,780.3       1,293.5       1,699.1      1,270.3
                                                           ------------  ------------  ------------ ------------
Annuity funds under management, end of period............   $ 1,809.5     $ 1,429.6     $ 1,809.5    $ 1,429.4
                                                           ============  ============  ============ ============


                                                       47



Three and six months ended June 30, 2004 vs. June 30, 2003

The change in variable universal life funds under management for the three and six months ended June 30, 2004
decreased $106.9 million and $48.9 million, respectively, from the comparable periods in 2003. These decreases
primarily relate to lower relative performance in 2004 when compared to the very favorable equity market
performance in 2003, particularly in the second quarter. Additionally, deposits were down modestly and
surrenders were slightly higher in the 2004 periods.


                                                                Three Months Ended          Six Months Ended
Universal Life Funds Under Management:                               June 30,                   June 30,
($ amounts in millions)                                     --------------------------  -------------------------
                                                                2004          2003          2004         2003
                                                            ------------  ------------  ------------ ------------

Deposits.................................................    $    55.7     $    41.2     $   110.4    $    86.8
Interest credited........................................         19.0          20.3          38.1         40.5
Fees and cost of insurance...............................        (28.3)        (23.5)        (55.3)       (47.8)
Benefits and surrenders..................................        (40.7)        (30.4)        (75.9)       (67.2)
                                                            ------------  ------------  ------------ ------------
Change in funds under management.........................          5.7           7.6          17.3         12.3
Funds under management, beginning of period..............      1,575.6       1,514.7       1,564.0      1,510.0
                                                            ------------  ------------  ------------ ------------
Annuity funds under management, end of period............    $ 1,581.3     $ 1,522.3     $ 1,581.3    $ 1,522.3
                                                            ============  ============  ============ ============


Three and six months ended June 30, 2004 vs. June 30, 2003

The change in universal life funds under management for the three months ended June 30, 2004 decreased $1.9
million from the comparable period in 2003. This was primarily due to higher surrenders and fees, partially
offset by higher deposits. The change in funds under management for the six months ended June 30, 2004
increased $5.0 million from increased deposits, partially offset by lower interest credited from lower
crediting rates, and higher surrenders and fees.


Composition of Life and Annuity
Segment Revenues by Product:                      Three Months Ended                  Six Months Ended
($ amounts in millions)                                June 30,                           June 30,
                                           ---------------------------------- ---------------------------------
                                               2004        2003      Change       2004       2003      Change
                                           ----------- ----------- ---------- ----------- ---------- ----------
Life and annuity segment revenues
by product
Variable universal life insurance.........  $    28.8   $    28.7   $    0.1   $    58.0  $     57.0   $    1.0
Universal life insurance..................       54.3        47.4        6.9       105.1        95.6        9.5
Term life insurance.......................        3.3         2.3        1.0         6.5         5.4        1.1
Other life insurance......................       37.0        34.9        2.1        75.6        68.3        7.3
                                           ----------- ----------- ---------- ----------- ----------- ----------
Total non-participating life insurance....      123.4       113.3       10.1       245.2       226.3       18.9
Participating Life insurance..............      391.2       416.7      (25.5)      789.5       827.7      (38.2)
                                           ----------- ----------- ---------- ----------- ----------- ----------
Total life insurance......................      514.6       530.0      (15.4)    1,034.7     1,054.0      (19.3)
Annuities.................................       52.3        48.9        3.4       104.3        97.4        6.9
                                           ----------- ----------- ---------- ----------- ----------- ----------
Segment revenues..........................  $   566.9   $   578.9   $  (12.0)  $ 1,139.0   $ 1,151.4   $  (12.4)
                                           =========== =========== ========== =========== =========== ==========


Three and six months ended June 30, 2004 vs. June 30, 2003

Variable Universal life insurance revenue for the three months ended June 30, 2004 was relatively flat
compared with the comparable period in 2003. Fees were lower due to lower premium deposits for the 2004
quarter, lower surrender charge fees from favorable persistency, offset by higher cost of insurance (COI)
charges due to growth of inforce. Variable Universal life insurance revenue for the six months ended June 30,
2004 increased $1.0 million, or 2%, from the comparable period in 2003, due primarily to higher COI fees from
a growing inforce, and slightly higher premium deposit fees and surrender charge fees.

Universal life insurance revenue for the three and six months ended June 30, 2004 increased $6.9 million, or
15%, and $9.5 million, or 10%, over the comparable periods in 2003, primarily due to higher fees from higher
premium


                                                       48



deposits, higher COI charges from a growing inforce, higher surrender charges and improved investment
earnings.

Term life insurance revenue for the three and six months ended June 30, 2004 increased $1.0 million, or 43%,
and $1.1 million, or 20%, over the comparable periods in 2003, primarily due to higher premiums, from growth
of inforce, and higher investment earnings.

Other life insurance revenue for the three and six months ended June 30, 2004 increased $2.1 million, or 6%,
and $7.3 million, or 11%, respectively, over the comparable periods in 2003, due to higher revenues from an
old block of corporate-owned life insurance, primarily from higher investment earnings, and higher third-party
revenues from our broker-dealer subsidiaries.

Annuity revenue for the three and six months ended June 30, 2004 increased $3.4 million, or 7%, and $6.9
million, or 7%, respectively, over the comparable periods in 2003, primarily due to higher fees from increased
funds under management and improved investment earnings, partially offset by lower surrender charges from
favorable persistency.


Composition of Life and Annuity
Segment Income before
Income Taxes by Product:                            Three Months Ended                 Six Months Ended
($ amounts in millions)                                  June 30,                          June 30,
                                            ---------------------------------- ---------------------------------
                                                2004        2003      Change      2004       2003       Change
                                            ----------- ----------- ---------- ----------- ---------- ----------
Life and annuity segment income
by product
Variable universal life insurance.........   $     8.5   $     9.3   $   (0.8)  $    16.6   $   15.6   $    1.0
Universal life insurance..................        10.9         5.6        5.3        12.8       10.3        2.5
Term life insurance.......................        (1.1)       (0.8)      (0.3)       (0.8)      (0.4)      (0.4)
Other life insurance......................         3.5         1.2        2.3         7.2        4.2        3.0
                                            ----------- ----------- ---------- ----------- ---------- ----------
Total non-participating life insurance....        21.8        15.3        6.5        35.8       29.7        6.1
Participating Life insurance..............         8.1        13.9       (5.8)       17.1       22.7       (5.6)
                                            ----------- ----------- ---------- ----------- ---------- ----------
Total life insurance......................        29.9        29.2        0.7        52.9       52.4        0.5
Annuities.................................         3.9        (1.4)       5.3         6.7       (6.6)      13.3
                                            ----------- ----------- ---------- ----------- ---------- ----------
Segment income before income taxes........   $    33.8   $    27.8   $    6.0   $    59.6   $   45.8   $   13.8
                                            =========== =========== ========== =========== ========== ==========


Three and six months ended June 30, 2004 vs. June 30, 2003

Variable Universal Life pre-tax income for the three months ended June 30, 2004 decreased $0.8 million, or 9%,
from the comparable period in 2003, primarily due to higher benefit costs, from very favorable mortality in
the 2003 quarter and a growing inforce and a higher amortization of deferred acquisition costs (DAC),
partially offset by lower non-deferred expenses. Variable Universal Life pre-tax income for the six months
ended June 30, 2004 increased $1.0 million, or 6%, from the comparable period in 2003, primarily due to higher
revenues, as discussed above, and lower amortization of DAC from favorable persistency and higher mortality,
offset by higher benefit costs due to very favorable experience in 2003 which did not recur in 2004.

Universal Life pre-tax income for the three and six months ended June 30, 2004 increased $5.3 million, or 95%,
and $2.5 million, or 24%, over the comparable periods in 2003, primarily due to higher revenues, as discussed
above, lower interest credited from lower crediting rates and lower non-deferred expenses, partially offset by
higher benefit costs, from very favorable mortality in 2003 which did not recur in 2004. Additionally, there
was a large death claim in the first quarter of 2004 that lowered earnings for the six-month period.

Annuity pre-tax income for the three months ended June 30, 2004 increased to $3.9 million from a loss of $1.4
million for the comparable period in 2003. This improvement was due to higher revenues, as discussed above,
and lower non-deferred expenses, partially offset by higher benefit costs due to a significant reduction in
guaranteed minimum death benefit liabilities in the 2003 quarter that did not recur in 2004. Annuity pre-tax


                                                       49



income for the six months ended June 30 2004 increased to $6.7 million from a loss of $6.6 million for the
comparable period in 2003 due primarily to higher revenues, as discussed above, lower interest credited from
lower crediting rates and lower amortization of DAC from favorable persistency, partially offset by slightly
higher benefit costs.

Participating Life pre-tax income for the three and six months ended June 30, 2004 decreased $5.8 million, or
41%, and $5.6 million, or 25%, over the comparable periods in 2003, primarily due to a $5.9 million gain (net
of adjustment for deferred acquisition costs) realized on a private placement investment in the second quarter
of 2003 that did not recur in 2004.

Asset Management Segment


Summary Asset Management
Financial Data:                                     Three Months Ended                 Six Months Ended
($ amounts in millions)                                  June 30,                          June 30,
                                            ---------------------------------- ---------------------------------
                                                2004        2003      Change       2004        2003      Change
                                            ----------- ----------- ---------- ----------- ---------- ----------
Results of operations
Investment product fees...................   $    66.3   $    58.4   $    7.9   $   136.4   $  115.6  $    20.8
Net investment income.....................         0.2         0.2       --           0.3        0.3       --
                                            ----------- ----------- ---------- ----------- ---------- ----------
Total segment revenues....................        66.5        58.6        7.9       136.7      115.9       20.8
                                            ----------- ----------- ---------- ----------- ---------- ----------
Intangible asset amortization.............         8.3         8.2        0.1        16.6       16.6       --
Other operating expenses..................        54.6        54.2        0.4       112.7      106.1        6.6
                                            ----------- ----------- ---------- ----------- ---------- ----------
Total segment expenses....................        62.9        62.4        0.5       129.3      122.7        6.6
                                            ----------- ----------- ---------- ----------- ---------- ----------
Segment income (loss) before
  income taxes and minority interest......         3.6        (3.8)       7.4         7.4       (6.8)      14.2
Allocated income taxes (benefit)..........         0.1        (2.3)       2.4         0.5       (4.4)       4.9
                                            ----------- ----------- ---------- ----------- ---------- ----------
Segment income (loss)
  before minority interest................         3.5        (1.5)       5.0         6.9       (2.4)       9.3
Minority interest in segment income.......         3.5         1.9        1.6         7.2        4.7        2.5
                                            ----------- ----------- ---------- ----------- ---------- ----------
Segment income (loss).....................        --          (3.4)       3.4        (0.3)      (7.1)       6.8
Restructuring charges,
  net of income taxes.....................        (0.2)       (1.5)       1.3        (0.3)      (4.6)       4.3
Realized investment gains,
  net of income taxes.....................        --          --         --           1.4       --          1.4
Other.....................................        --          --         --          --          1.3       (1.3)
                                            ----------- ----------- ---------- ----------- ---------- ----------
Segment net income (loss).................   $    (0.2)  $    (4.9)  $    4.7   $     0.8   $  (10.4)  $   11.2
                                            =========== =========== ========== =========== ========== ==========


Asset Management Net Flows and                            Three Months Ended             Six Months Ended
Assets Under Management:                                       June 30,                      June 30,
($ amounts in millions)                               ----------------------------  ----------------------------
                                                           2004           2003           2004          2003
                                                      -------------  -------------  -------------  -------------

Inflows.............................................   $  1,758.0     $  1,900.7     $  3,617.2     $  3,604.5
Outflows............................................     (4,549.2)      (2,145.0)      (6,848.2)      (3,926.8)
                                                      -------------  -------------  -------------  -------------
Net flows...........................................     (2,791.2)        (244.3)      (3,231.0)        (322.3)
Performance.........................................       (306.9)       3,767.9          592.3        2,376.9
Other...............................................         84.5          (69.4)          20.6         (143.7)
                                                      -------------  -------------  -------------  -------------
Change in assets under management...................     (3,013.6)       3,454.2       (2,618.1)       1,910.9
Assets under management, beginning of period........     46,656.0       40,292.0       46,260.5       41,835.3
                                                      -------------  -------------  -------------  -------------
Assets under management, end of period..............   $ 43,642.4     $ 43,746.2     $  43,642.4    $ 43,746.2
                                                      =============  =============  =============  =============


Three and six months ended June 30, 2004 vs. June 30, 2003

Investment product fees increased $7.9 million, or 14%, and $20.8 million, or 18%, for the three and six
months ended June 30, 2004 from the comparable periods in 2003. Private client and institutional investment
product


                                                       50



fees increased $3.6 million and $3.4 million, respectively, for the comparative three months as a result of
increased billable assets under management. For the comparative six month periods, private client and
institutional investment product fees increased $9.1 million and $8.6 million, respectively, also as a result
of increased billable assets under management. Approximately 58% of our management fee revenues are based on
assets as of the beginning of a quarter, which causes fees to lag behind changes in assets under management.

Assets under management, excluding the general account of our Life Company, were $43.6 billion, $43.7 billion,
and $46.3 billion, at June 30, 2004 and 2003, and at December 31, 2003, respectively. The decrease in assets
under management since June 30, 2003 and December 31, 2003 is primarily due to net outflows of $4.1 billion
and $3.2 billion, offset by positive investment performance of $4.0 billion and $0.6 billion, respectively.
Sales of private client products for the three and six months periods in 2004 were $0.8 billion and $2.1
billion, a decrease of 16% and an increase of 10%, respectively, from the same periods in 2003. Redemptions
from existing accounts for the three and six month periods in 2004 were $1.8 billion and $3.3 billion,
respectively, an increase of 70% and 50%, respectively, from the same period in 2003. Sales of institutional
accounts for the three and six month periods in 2004 were $0.9 billion and $1.5 billion, respectively, an
increase of 1.6% and a decrease of 12%, respectively, from the same periods in 2003. Lost accounts and
withdrawals from existing accounts for the three and six month periods in 2004 were $2.7 billion and $3.5
billion, respectively, an increase of 154% and 106%, respectively, from the same periods in 2003. The
six-month decrease includes $0.5 billion as a result of liquidating one CDO and a structured product deal
during the period.

Redemptions in the second quarter included two unusual items. One was a $1.2 billion non-discretionary
institutional account which only earned a nominal advisory fee. The other was the redemption of a $240.0
million sub-advised structured product deal. In addition, a $0.3 billion CDO was liquidated during the first
quarter of 2004. In mutual funds, the interest-rate sensitive products that drove sales over the last several
quarters, such as our bond and REIT funds, were affected by the rise in interest rates. In managed accounts,
we had weak sales and performance-related outflows at our major managers. In institutional products, in
addition to the unusual redemptions previously noted, we saw performance-related outflows in some of our
equity strategies.

Other operating expenses increased $0.4 million, or 1%, and $6.6 million, or 6%, for the three and six months
ended June 30, 2004, from the comparable periods in 2003, of which a decrease of $0.6 million and an increase
of $4.9 million, respectively, related to compensation expense and increases of $1.0 million and $1.7 million,
respectively, related to other non-compensation operating expenses. The increase in compensation expense was
primarily the result of a $5.4 million increase in formulaic compensation, which resulted from higher formula
driven bonuses at certain companies. Formulaic compensation represents incentive bonus pools, which are
created for both the non-wholly-owned asset management companies (Seneca and Kayne Anderson Rudnick) in
accordance with their respective operating agreements. These bonus pools are calculated as fixed percentages
of the respective entities' operating income before formulaic compensation expense. The increase in
non-compensation related operating expenses in both periods was primarily the result of increased trail
commissions, outside services, and marketing costs offset, in part, by a decrease in computer services
charges.

Allocated income taxes increased $2.4 million and $4.9 million for the three and six months ended June 30,
2004, from the comparable periods in 2003, primarily as a result of segment income in 2004 compared to segment
losses in 2003.

Venture Capital Segment

Our venture capital investments are limited partnership interests in venture capital funds, leveraged buyout
funds and other private equity partnerships sponsored and managed by third parties. We record our investments
in venture capital partnerships in accordance with the equity method of accounting. (See Venture Capital
Partnerships in the Critical Accounting Estimates section of Management's Discussion and Analysis of Financial
Condition and Results of Operations.) Venture capital investments are investments of the general account of
Phoenix Life.


                                                       51



During the first quarter of 2003, we sold 50% of our interest in certain venture capital partnerships to an
outside party and transferred the remaining 50% interest in those partnerships to our closed block. The
carrying value of the partnerships sold and transferred totaled $52.2 million after realizing a loss of $19.4
million ($5.1 million recorded in 2002 and $14.3 million recorded in 2003). The unfunded commitments of the
partnerships sold and transferred totaled $27.2 million; the outside party and the closed block are each
funding half of these commitments. At the time of transfer, the partnerships transferred to the closed block
constituted less than 0.5% of the assets of the closed block.


Summary Venture Capital Segment                     Three Months Ended                  Six Months Ended
Financial Data:                                           June 30,                           June 30,
($ amounts in millions)                     ---------------------------------- ---------------------------------
                                               2004        2003       Change       2004       2003      Change
                                            ----------- ----------- ---------- ----------- ---------- ----------

Net realized gains (losses) on partnership
  cash and stock distributions............   $     2.4   $     1.0   $    1.4   $    (1.0)  $   (5.2)  $    4.2
Net unrealized gains on
  partnership investments.................         3.4         7.4       (4.0)       19.1       38.4      (19.3)
Partnership operating expenses............        (1.4)       (2.6)       1.2        (2.1)      (3.5)       1.4
                                            ----------- ----------- ---------- ----------- ---------- ----------
Segment net investment income.............         4.4         5.8       (1.4)       16.0       29.7      (13.7)
Applicable income taxes...................         1.5         2.0       (0.5)        5.6       10.4       (4.8)
                                            ----------- ----------- ---------- ----------- ---------- ----------
Segment net income........................   $     2.9   $     3.8   $   (0.9)  $    10.4   $   19.3   $   (8.9)
                                            =========== =========== ========== =========== ========== ==========


Three and six months ended June 30, 2004 vs. June 30, 2003

For the three and six months ended June 30, 2004, net investment income decreased $1.4 million and $13.7
million, respectively, over the same periods in the prior year, due primarily to the true-up to the
partnerships' audited financial statements from estimated amounts as of December 31, 2003. The true-ups to the
partnerships' audited financial statements reflected in the three and six months ended June 30, 2004 were $3.1
million and $24.4 million lower than the true-ups recognized in the comparable periods in 2003. This decrease
was partially offset by higher gains realized on cash and stock distributions and the effect of improved
overall equity market conditions.

The effect of adjusting estimated partnership results to actual results was to increase investment income by
$0.2 million and $9.4 million for the three and six months ended June 30, 2004, respectively, and by $3.3
million and $33.8 million for the three and six months ended June 30, 2003.


                                                       52




Activity in Venture Capital Segment                 Three Months Ended                  Six Months Ended
Investments:                                             June 30,                           June 30,
($ amounts in millions)                     ---------------------------------- ----------------------------------
                                                2004        2003      Change       2004       2003      Change
                                            ----------- ----------- ---------- ----------- ---------- -----------

Contributions (dollars invested)..........   $    12.6   $     9.9   $    2.7   $    20.5   $   21.5   $   (1.0)
Equity in earnings of partnerships........         4.4         5.8       (1.4)       16.0       29.7      (13.7)
Distributions.............................       (13.0)       (5.7)      (7.3)      (26.6)      (8.7)     (17.9)
Proceeds from sale of partnership
  interests and transfer to closed block..        --          --         --          --        (52.2)      52.2
Realized loss on sale of partnership
  interests and transfer to closed block..        --          (0.5)       0.5        --        (14.3)      14.3
                                            ----------- ----------- ---------- ----------- ---------- -----------
Change in venture capital investments.....         4.0         9.5       (5.5)        9.9      (24.0)      33.9
Venture capital segment investments,
  beginning of period.....................       202.2       194.3        7.9       196.3      227.8      (31.5)
                                            ----------- ----------- ---------- ----------- ---------- -----------
Venture capital segment investments,
  end of period...........................   $   206.2   $   203.8   $    2.4   $   206.2   $  203.8   $    2.4
                                            =========== =========== ========== =========== ========== ==========


Three and six months ended June 30, 2004 vs. June 30, 2003

For the three months ended June 30, 2004, venture capital investments decreased $5.5 million compared to the
change for the comparable period in 2003, primarily due to higher distributions for the quarter. For the six
months ended June 30, 2004, venture capital investments increased $33.9 million compared to the change for
2003, primarily due to proceeds from, and realized losses on, the sale of partnership interests and transfer
to the closed block in 2003, which reduced the venture capital balance by $66.5 million. This change was
partially offset by a decrease in equity in earnings of $13.7 million and venture capital distributions, which
increased $17.9 million over the first six months of 2003.


Segment Investments in Segment Venture Capital Partnerships by Type:                 June 30,        Dec 31,
($ amounts in millions)                                                                2004            2003
                                                                                 --------------- ---------------

Technology....................................................................    $       27.6    $       36.8
Telecommunications............................................................             7.0            13.3
Biotechnology.................................................................             8.7            16.3
Health care...................................................................             6.6             8.2
Consumer and business products and services...................................            35.0            29.6
Financial services............................................................            22.2            28.5
Other.........................................................................            57.6            44.9
                                                                                 --------------- ---------------
Private holdings..............................................................           164.7           177.6
Public holdings...............................................................            15.4            11.3
Cash and cash equivalents.....................................................            11.5             5.5
Other.........................................................................            14.6             1.9
                                                                                 --------------- ---------------
Venture capital partnerships..................................................    $      206.2    $      196.3
                                                                                 =============== ===============

Unfunded commitments..........................................................    $       55.3    $       76.7
                                                                                 =============== ===============


See Note 5 to our consolidated financial statements in this Form 10-Q for more information regarding our
Venture Capital segment.


                                                       53




Corporate and Other Segment

                                                    Three Months Ended                  Six Months Ended
Summary Corporate and Other                              June 30,                           June 30,
Financial Data:                             ----------------------------------- ---------------------------------
($ amounts in millions)                                    2003                              2003
                                                2004     Restated     Change      2004     Restated    Change
                                            ----------- ----------- ---------- ---------- ---------- -----------

Corporate investment income...............   $    (0.4)  $     0.9   $   (1.3)  $     0.4   $    1.4   $   (1.0)
Investment income from
  collateralized obligations..............         8.8        13.5       (4.7)       18.9       27.6       (8.7)
Interest expense on indebtedness..........        (9.9)       (9.9)      --         (19.7)     (19.7)      --
Interest expense on non-recourse
  collateralized obligations..............        (7.5)      (12.6)       5.1       (16.4)     (25.9)       9.5
Corporate expenses........................        (4.3)       (3.1)      (1.2)       (8.2)      (3.0)      (5.2)
International.............................        (0.2)       --         (0.2)       (0.1)      (1.3)       1.2
Other.....................................        (2.5)       (1.3)      (1.2)       (3.6)      (3.0)      (0.6)
                                            ----------- ----------- ---------- ----------- ---------- ----------
Segment loss, before income taxes.........       (16.0)      (12.5)      (3.5)      (28.7)     (23.9)      (4.8)
Allocated income tax (benefit)............        (6.0)       (4.3)      (1.7)      (10.4)      (7.4)      (3.0)
                                            ----------- ----------- ---------- ----------- ---------- ----------
Segment loss..............................       (10.0)       (8.2)      (1.8)      (18.3)     (16.5)      (1.8)
Net realized investment gains (losses), net
  of income taxes and other offsets.......         3.5       (63.2)      66.7         6.3      (76.2)      82.5
Restructuring charges,
  after income taxes......................        (1.4)       (0.4)      (1.0)       (2.4)       0.3       (2.7)
                                            ----------- ----------- ---------- ----------- ---------- ----------
Segment net loss..........................   $    (7.9)  $   (71.8)  $   63.9   $   (14.4)  $  (92.4)  $   78.0
                                            =========== =========== ========== =========== ========== ==========


Three and six months ended June 30, 2004 vs. June 30, 2003

For the three and six months ended, investment income from debt and equity securities pledged as collateral
related to our CDOs decreased $4.7 million and $8.7 million, respectively, over the same periods in the
prior year, due primarily to decreased asset levels from pay downs and defaults. Consequently, lower
distributions were made to investment holders resulting in $5.1 million and $9.5 million decreases in interest
expense on non-recourse collateralized obligations during the same periods.

Corporate expenses increased $1.2 million and $5.2 million for the three and six months ended June 30, 2004,
over the comparable periods in 2003, due to a return to more normalized incentive compensation accruals, as
well as increases in liability insurance and incremental regulatory compliance and audit costs associated with
The Sarbanes-Oxley Act of 2002.

The decrease in other primarily relates to a loss in a small group pension runoff block as a result of lower
investment earnings and slightly higher benefit costs, particularly in the second quarter of 2004.

General Account

The invested assets in the Life Companies' general account are generally of high quality and broadly
diversified across asset classes, sectors and individual credits and issuers. Our asset management
professionals manage these general account assets in investment segments that support specific product
liabilities. These investment segments have distinct investment policies that are structured to support the
financial characteristics of the related liabilities within them. Segmentation of assets allows us to manage
the risks and measure returns on capital for our various businesses and products.

Separate Accounts

Separate account assets are managed in accordance with the specific investment contracts and guidelines
relating to our variable products. We generally do not bear any investment risk on assets held in separate
accounts.


                                                       54



Rather, we receive investment management fees based on assets under management. Assets held in separate
accounts are not available to satisfy general account obligations.

Debt and Equity Securities Pledged as Collateral and Non-recourse Collateralized Obligations

Investments pledged as collateral are assets held for the benefit of those institutional clients which have
investments in structured bond products offered and managed by our asset management subsidiary.

See Note 7 to our consolidated financial statements in this Form 10-Q and our 2003 Annual Report on Form 10-K
for more information.

Asset/Liability and Risk Management

Our primary investment objective is to maximize after-tax investment return within defined risk parameters.
Our primary sources of investment risk are:

   •   credit risk, which relates to the uncertainty associated with the ongoing ability of an obligor to make
       timely payments of principal and interest;
   •   interest rate risk, which relates to the market price and cash flow variability associated with changes
       in market interest rates; and
   •   equity risk, which relates to the volatility of prices for equity and equity-like investments, such as
       venture capital partnerships.

We manage credit risk through the fundamental analysis of the underlying obligors, issuers and transaction
structures. We employ a staff of experienced credit analysts who review obligors' management, competitive
position, cash flow, coverage ratios, liquidity and other key financial and non-financial information. These
analysts recommend the investments needed to fund our liabilities while adhering to diversification and credit
rating guidelines. In addition, when investing in private debt securities, we rely upon broad access to
management information, negotiated protective covenants, call protection features and collateral protection.
We review our debt security portfolio regularly to monitor the performance of obligors and assess the
stability of their current credit ratings.

We manage interest rate risk as part of our asset/liability management process and product design procedures.
Asset/liability management strategies include the segmentation of investments by product line, and the
construction of investment portfolios designed to satisfy the projected cash needs of the underlying
liabilities. We identify potential interest rate risk in portfolio segments by modeling asset and liability
durations and cash flows under current and projected interest rate scenarios. We use these projections to
assess and control interest rate risk.

We offer a variety of variable annuities to meet the accumulation and preservation needs of the affluent and
high-net-worth market. Our major sources of revenues from separate account variable annuities are mortality
and expense fees charged to the contractholder, generally determined as a percentage of the market value of
the underlying assets under management. Our major source of profit from fixed annuities and general account
variable annuities is from the interest rate spread, or the excess of investment income earned over interest
credited.

We also manage interest rate risk by emphasizing the purchase of securities that feature prepayment
restrictions and call protection. Our product design and pricing strategies include the use of surrender
charges or restrictions on withdrawals in some products. In addition, we selectively apply derivative
instruments, primarily interest rate swaps, to reduce the interest rate risk inherent in our portfolios. These
derivatives are transacted with highly rated counterparties and monitored for effectiveness on an ongoing
basis. We use derivatives exclusively for hedging purposes.


                                                       55



Annuity Deposit Fund Balances                                                    June 30,        Dec 31,
($ amounts in millions)                                                           2004            2003
                                                                             --------------- ---------------

Policyholder deposit funds
Retirement Planners Edge GIAs..............................................   $    1,148.3    $    1,209.4
Other variable annuity GIAs................................................          825.9           858.0
                                                                             --------------- ---------------
Variable annuity GIAs......................................................        1,974.2         2,067.4
Fixed annuities............................................................        1,047.9         1,056.9
                                                                             --------------- --------------
Total variable annuity GIAs and fixed annuities............................   $    3,022.1    $    3,124.3
                                                                             =============== ===============

The funds in the Retirement Planners Edge (RPE) guaranteed interest account decreased by $22.0 million in the
second quarter. Given its 3% guaranteed interest rate, we believe most contract holders currently view RPE as
an attractive alternative to money market investments. As a result, to experience a material increase in
surrenders, money market rates would likely need to increase to 3.5% to 4.0%, or at least 250 basis points
above current rates. Until short-term rates hit that point, this business may continue to run off slowly.

Because experience has shown that the duration of the RPE liabilities is longer that we had previously
assumed, beginning in the second quarter of 2004 we extended the duration of the assets. Coincidentally, we
were able to take advantage of the sharp increase in rates and steeper yield curve during the second quarter
to produce an even more favorable outcome. As a result, the three-month rolling average yield on the portfolio
has increased by 30 basis points and the asset and liability durations are better aligned.

We manage credit risk through industry and issuer diversification and asset allocation. Maximum exposure to an
issuer is defined by quality ratings, with higher quality issuers having larger exposure limits. We have an
overall limit on below investment-grade rated issuer exposure.

For further information about our management of interest rate risk and equity risk, see Management's
Discussion and Analysis of Financial Condition and Results of Operations--Quantitative and Qualitative
Information About Market Risk.

Debt and Equity Securities Held in Our General Account

Our general account debt securities portfolios consist primarily of investment-grade publicly traded and
privately placed corporate bonds, residential mortgage-backed securities, commercial mortgage-backed
securities and asset-backed securities. As of June 30, 2004, our general account held debt securities with a
carrying value of $12,944.9 million, representing 78.7% of total general account investments. Public debt
securities represented 77.8% of total debt securities, with the remaining 22.2% represented by private debt
securities.

On our consolidated balance sheet we consolidate debt and equity securities that are pledged as collateral for
the settlement of collateralized obligation liabilities related to three collateralized obligation trusts we
sponsor. See Note 7 of our consolidated financial statements in this Form 10-Q for additional information on
these debt and equity securities pledged as collateral.

Each year, the majority of our general account net cash flows are invested in investment grade debt
securities. In addition, we maintain a portfolio allocation of between 6% and 10% of debt securities in below
investment grade rated bonds. Allocations are based on our assessment of relative value and the likelihood of
enhancing risk-adjusted portfolio returns. The size of our allocation to below investment grade bonds is also
constrained by the size of our net worth. We are subject to the risk that the issuers of the debt securities
we own may default on principal and interest payments, particularly in the event of a major economic downturn.
Our investment strategy has been to invest the majority of our below investment grade rated bond exposure in
the BB rating category, which is equivalent to a Securities Valuation Office, or SVO, securities rating of 3.
The BB rating category is the highest quality tier within the below investment grade universe, and BB rated
securities historically experienced lower defaults compared to B or CCC rated bonds. As of June 30, 2004, our
total below investment grade securities totaled $1,070.7 million, or 8.3%, of our total debt security
portfolio. Of that amount, $802.3 million,


                                                       56



or 6.2%, of our debt security portfolio was invested in the BB category. Our debt securities having an
increased risk of default (those securities with an SVO rating of four or greater, which is equivalent to B or
below) totaled $268.4 million, or 2.1%, of our total debt security portfolio.

Our general account debt and equity securities are classified as available-for-sale and are reported at fair
value with unrealized gains or losses included in equity. Accordingly, the carrying value of such securities
reflects their fair value at the balance sheet date. Fair value is based on quoted market price, where
available. When quoted market prices are not available, we estimate fair value for debt securities by
discounting projected cash flows based on market interest rates currently being offered on similar terms to
borrowers of similar credit quality, by quoted market prices of comparable instruments and by independent
pricing sources or internally developed pricing models. Investments whose value, in our judgment, is
considered to be other-than-temporarily impaired are written down to fair value as a charge to realized losses
included in our earnings. The cost basis of these written-down investments is adjusted to fair value at the
date the determination of impairment is made and is not written-up as a result of recoveries in fair value.


General Account Debt Security Portfolios at Fair Value by Rating:
($ amounts in millions)

  SVO         S&P Equivalent        Total Debt Securities     Public Debt Securities    Private Debt Securities
                                  -------------------------  ------------------------  -------------------------
                                    June 30,      Dec 31,      June 30,     Dec 31,      June 30,      Dec 31,
 Rating         Designation           2004         2003          2004        2003          2004         2003
- ---------  ---------------------  ------------ ------------  ------------ ------------ ------------ ------------

   1       AAA/AA/A............    $  8,402.8   $  8,821.2   $   6,931.1   $  7,442.1   $  1,471.7   $  1,379.1
   2       BBB.................       3,471.4      3,350.8       2,266.0      2,160.6      1,205.4      1,190.2
                                  ------------ ------------  ------------ ------------ ------------ ------------
     Total investment grade          11,874.2     12,172.0       9,197.1      9,602.7      2,677.1      2,569.3
   3       BB..................         802.3        764.9         683.6        635.5        118.7        129.4
   4       B...................         187.2        218.9         136.6        157.8         50.6         61.1
   5       CCC and lower.......          65.1         94.6          35.2         53.7         29.9         40.9
   6       In or near default..          16.1         22.6          12.5         19.0          3.6          3.6
                                  ------------ ------------ ------------- ------------ ------------ ------------
     Total debt securities         $ 12,944.9   $ 13,273.0   $  10,065.0   $ 10,468.7   $  2,879.9   $  2,804.3
                                  ============ ============ ============= ============ ============ ============



                                                       57



The following tables present our general account debt security portfolios by investment type, along with a
breakout of credit quality based on equivalent S&P rating agency designation.


                                                                As of June 30, 2004
                                        --------------------------------------------------------------------------
                                                                                 Unrealized Gains (Losses)
                                                                       -------------------------------------------
Debt Securities by Type:                    Fair                           Gross          Gross
($ amounts in millions)                     Value          Cost            Gains          Losses          Net
                                        ------------- --------------   -------------  -------------  -------------

U.S. government and agency...........    $    717.3     $    676.0      $     45.0     $     (3.7)    $     41.3
State and political subdivision......         479.1          448.8            33.8           (3.5)          30.3
Foreign government...................         280.0          271.3            11.4           (2.7)           8.7
Corporate............................       6,971.3        6,788.2           282.2          (99.1)         183.1
Mortgage-backed......................       2,879.5        2,804.8           102.7          (28.0)          74.7
Other asset-backed...................       1,617.7        1,616.7            35.4          (34.4)           1.0
                                        -------------  -------------   -------------  -------------  -------------
Total debt securities................    $ 12,944.9     $ 12,605.8      $    510.5     $   (171.4)    $    339.1
                                        =============  =============   =============  =============  =============
Debt securities outside closed block:
    Unrealized gains.................    $  3,685.1     $  3,535.0      $    150.1     $     --       $    150.1
    Unrealized losses................       2,523.7        2,610.6            --            (86.9)         (86.9)
                                        -------------  -------------   -------------  -------------  -------------
    Total outside the closed block...       6,208.8        6,145.6           150.1          (86.9)          63.2
                                        -------------  -------------   -------------  -------------  -------------
Debt securities in closed block:
    Unrealized gains.................       4,797.2        4,436.8           360.4           --            360.4
    Unrealized losses................       1,938.9        2,023.4            --            (84.5)         (84.5)
                                        -------------  -------------  -------------  -------------  -------------
    Total in the closed block........       6,736.1        6,460.2           360.4          (84.5)         275.9
                                        -------------  -------------   -------------  -------------  -------------
Total debt securities................    $ 12,944.9     $ 12,605.8      $    510.5     $   (171.4)    $    339.1
                                        =============  =============   =============  =============  =============



                                                       58



                                                                          As of June 30, 2004
                                                       ----------------------------------------------------------
Debt Securities by Type and Credit Quality:                   Investment Grade           Below Investment Grade
($ amounts in millions)                                ----------------------------   ---------------------------
                                                        Fair Value        Cost         Fair Value        Cost
                                                       -------------  -------------  -------------  -------------

U.S. government and agency.......................       $    717.3     $    676.0     $     --       $     --
State and political subdivision..................            479.1          448.8           --             --
Foreign government...............................            142.6          138.0          137.4          133.3
Corporate........................................          6,245.1        6,069.6          726.2          718.6
Mortgage-backed..................................          2,824.4        2,755.8           55.1           49.0
Other asset-backed...............................          1,465.7        1,451.2          152.0          165.5
                                                       -------------  -------------  -------------  -------------
Total debt securities............................       $ 11,874.2     $ 11,539.4     $  1,070.7     $  1,066.4
                                                       =============  =============  =============  =============

Percentage of total debt securities..............             91.7%          91.5%           8.3%           8.5%
                                                       =============  =============  =============  =============

Investment Grade Debt Securities (Fair Value):                                   As of June 30, 2004
($ amounts in millions)                                               -------------------------------------------
                                                                          Total        AAA/AA/A          BBB
                                                                      -------------  -------------  -------------

U.S. government and agency........................................     $    717.3     $    717.3     $     --
State and political subdivision...................................          479.1          466.0           13.1
Foreign government................................................          142.6           44.8           97.8
Corporate.........................................................        6,245.1        3,362.1        2,883.0
Mortgage-backed...................................................        2,824.4        2,659.4          165.0
Other asset-backed................................................        1,465.7        1,153.2          312.5
                                                                      -------------  -------------  -------------
Total debt securities.............................................     $ 11,874.2     $  8,402.8     $  3,471.4
                                                                      =============  =============  =============

Percentage of total debt securities...............................           91.7%          64.9%          26.8%
                                                                      =============  =============  =============

                                                                 As of June 30, 2004
                                        ------------------------------------------------------------------------
Below Investment Grade                                                                                In or Near
Debt Securities at Fair Value:              Total            BB             B         CC or Lower       Default
($ amounts in millions)                 -------------  -------------  -------------  -------------  -------------

Foreign government...................    $    137.4     $    123.3     $     14.1     $     --       $     --
Corporate............................         726.2          556.2          129.2           37.2            3.6
Mortgage-backed......................          55.1           54.9           --              0.2           --
Other asset-backed...................         152.0           67.9           43.9           27.7           12.5
                                        -------------  -------------  -------------  -------------  -------------
Total debt securities................    $  1,070.7     $    802.3     $    187.2     $     65.1     $     16.1
                                        =============  =============  =============  =============  =============

Percentage of total debt securities..          8.3%           6.2%           1.5%           0.5%           0.1%
                                        =============  =============  =============  =============  =============


We manage credit risk through industry and issuer diversification. Maximum exposure to an issuer is defined by
quality ratings, with higher quality issuers having larger exposure limits. Our investment approach has been
to create a high level of industry diversification. The top five industry holdings as of June 30, 2004 in our
debt securities portfolios are banks (4.46%), insurance (3.13%), electrical utilities (2.74%), diversified
financial services (2.71%) and broker-dealers (2.36%).

Our corporate bond exposure to recently troubled industries, including telecommunication equipment, telephone
utilities, airlines, media, publishing and broadcasting, comprises 5.12% of our debt securities portfolios at
June 30, 2004. In addition, within the asset-backed securities sector, our exposure to securitized aircraft
receivable securities comprises approximately 1.1% of our debt securities portfolios, with slightly more than
one-third of that exposure rated below investment grade at June 30, 2004.


                                                       59



The following table presents certain information with respect to realized investment gains and losses
including those on debt securities pledged as collateral, with losses from other-than-temporary impairment
charges reported separately in the table. These impairment charges were determined based on our assessment of
factors enumerated below, as they pertain to the individual securities determined to be other-than-temporarily
impaired.


Sources and Types of Net Realized                              Three Months Ended           Six Months Ended
Investment Gains (Losses) in General Account:                       June 30,                    June 30,
($ amounts in millions)                                    --------------------------  -------------------------
                                                                             2003                       2003
                                                               2004        Restated        2004       Restated
                                                           ------------  ------------  ------------ ------------

Debt and equity security impairments.....................   $    (1.2)    $   (20.9)    $    (4.0)   $   (46.5)
Debt securities pledged as collateral impairments........        (3.6)         (0.1)         (8.3)        (1.9)
Other investment impairments.............................        --          (101.2)         (3.3)      (114.6)
                                                           ------------  ------------  ------------ ------------
Impairment losses........................................        (4.8)       (122.2)        (15.6)      (163.0)
                                                           ------------  ------------  ------------ ------------
Debt and equity security transaction gains...............        20.2          31.9          33.0         85.9
Debt and equity security transaction losses..............        (3.4)        (19.3)         (7.0)       (34.2)
Other investments transaction gains (losses).............         3.6           4.9           7.7         (7.5)
                                                           ------------  ------------  ------------ ------------
Net transaction gains....................................        20.4          17.5          33.7         44.2
                                                           ------------  ------------  ------------ ------------
Net realized investment gains (losses)...................        15.6        (104.7)         18.1       (118.8)
                                                           ------------  ------------  ------------ ------------
Applicable closed block policyholder dividend obligation.         7.2          (9.5)          7.3         (1.0)
Applicable deferred policy acquisition costs.............        (1.2)          1.2          (0.8)         1.7
Applicable deferred income tax (benefit).................         4.6         (37.1)          5.9        (45.9)
                                                           ------------  ------------  ------------ ------------
Offsets to realized investment losses....................        10.6         (45.4)         12.4        (45.2)
                                                           ------------  ------------  ------------ ------------
Net realized investment gains (losses)
  included in net income.................................   $     5.0     $   (59.3)    $     5.7    $   (73.6)
                                                           ============  ============  ============ ============


Realized impairment losses on debt and equity securities pledged as collateral relating to our direct
investments in the consolidated collateralized obligation trusts are $8.3 million and $1.9 million for the six
months ended June 30, 2004 and 2003, respectively, and $3.6 million and $0.1 million for the three months
ended June 30, 2004 and 2003, respectively.

The reduction in realized investment losses related to the impairment of debt and equity securities for the
three and six months ended June 30, 2004 compared to 2003 reflects a substantial improvement in the credit
market since early 2004. Other investment impairments of $101.2 million and $114.6 million for the three and
six months ended June 30, 2003 primarily relate to the impairment of three international investments in the
second quarter of 2003, $89.0 million of which related to our equity investment in Aberdeen.



                                                       60



Gross and Net Unrealized Gains (Losses)
from General Account Debt and Equity
Securities:                                                         As of June 30, 2004
($ amounts in millions)                     --------------------------------------------------------------------
                                                    Total           Outside Closed Block        Closed Block
                                            ---------------------- ---------------------- ----------------------
                                               Gains      Losses      Gains      Losses      Gains      Losses
                                            ---------- ----------- ---------- ----------- ---------- -----------
Debt securities
Number of positions......................       2,264        909       1,038        561       1,226        348
                                            ---------- ----------- ---------- ----------- ----------------------
Unrealized gains (losses)................    $  510.5   $ (171.4)   $  150.1   $  (86.9)   $  360.4   $  (84.5)
                                            ---------- ----------- ---------- ----------- ---------- -----------
Applicable policyholder dividend
  obligation (reduction).................       360.4      (84.5)       --         --         360.4      (84.5)
Applicable deferred policy acquisition
  costs (benefit)........................        71.7      (34.0)       71.7      (34.0)       --         --
Applicable deferred
   income taxes (benefit)................        27.5      (18.4)       27.5      (18.4)       --         --
                                            ---------- ----------- ---------- ----------- ---------- -----------
Offsets to net unrealized gains (losses).       459.6     (136.9)       99.2      (52.4)      360.4      (84.5)
                                            ---------- ----------- ---------- ----------- ---------- -----------
Unrealized gains (losses) after offsets..    $   50.9   $  (34.5)   $   50.9   $  (34.5)   $   --     $   --
                                            ========== =========== ========== =========== ========== ===========
Net unrealized gains after offsets.......    $   16.4               $   16.4               $   --
                                            ==========             ==========             ==========

Equity securities
Number of positions......................         289         71         151         27         138         44
                                            ---------- ----------- ---------- ----------- ---------- -----------
Unrealized gains (losses)................    $  102.4   $   (3.0)   $   94.3   $   (2.2)   $    8.1   $   (0.8)
                                            ---------- ----------- ---------- ----------- ---------- -----------
Applicable policyholder dividend
  obligation (reduction).................         8.1       (0.8)       --         --           8.1       (0.8)
Applicable deferred
  income taxes (benefit).................        33.0       (0.8)       33.0       (0.8)       --         --
                                            ---------- ----------- ---------- ----------- ---------- -----------
Offsets to net unrealized gains (losses).        41.1       (1.6)       33.0       (0.8)        8.1       (0.8)
                                            ---------- ----------- ---------- ----------- ---------- -----------
Unrealized gains (losses) after offsets..    $   61.3   $   (1.4)   $   61.3   $   (1.4)   $   --     $   --
                                            ========== =========== ========== =========== ========== ===========
Net unrealized gains after offsets.......    $   59.9               $   59.9               $   --
                                            ==========             ==========             ==========


As of June 30, 2004, total net unrealized gains on debt and equity securities were $438.5 million (unrealized
gains of $612.9 million less unrealized losses of $174.4 million). Of that net amount, $155.3 million was
outside the closed block ($76.3 million after applicable deferred policy acquisition costs and deferred income
taxes) and $283.2 million was in the closed block ($0.0 million after applicable policyholder dividend
obligation).

At the end of each reporting period, we review all securities for potential recognition of an
other-than-temporary impairment. We maintain a watch list of securities in default, near default or otherwise
considered by our investment professionals as being distressed, potentially distressed or requiring a
heightened level of scrutiny. We also identify securities whose carrying value has been below amortized cost
on a continuous basis for zero to six months, greater than six months to 12 months and greater than 12 months.
This analysis is provided for investment grade and non-investment grade securities and closed block and
outside of closed block securities. Using this analysis, coupled with our watch list, we review all securities
whose fair value is less than 80% of amortized cost (significant unrealized loss) with emphasis on below
investment grade securities with a continuous significant unrealized loss in excess of six months. In
addition, we review securities that had experienced lesser percentage declines in value on a more selective
basis to determine if a security is other-than-temporarily impaired.


                                                       61



Our assessment of whether an investment by us in a debt or equity security is other-than-temporarily impaired
includes whether the issuer has:

   •   defaulted on payment obligations;
   •   declared that it will default at a future point outside the current reporting period;
   •   announced that a restructuring will occur outside the current reporting period;
   •   severe liquidity problems that cannot be resolved;
   •   filed for bankruptcy;
   •   a financial condition which suggests that future payments are highly unlikely;
   •   deteriorating financial condition and quality of assets;
   •   sustained significant losses during the current year;
   •   announced adverse changes or events such as changes or planned changes in senior management,
       restructurings, or a sale of assets; and/or
   •   been affected by any other factors that indicate that the fair value of the investment may have been
       negatively impacted.

The following tables present certain information with respect to our gross unrealized losses with respect to
our investments in general account debt securities, both outside and inside the closed block, as of June 30,
2004. In the tables, we separately present information that is applicable to unrealized losses both outside
and inside the closed block. We believe it is unlikely that there would be any effect on our net income
related to the realization of investment losses inside the closed block due to the current sufficiency of the
policyholder dividend obligation liability in the closed block. See Note 3 to our consolidated financial
statements in this Form 10-Q for more information regarding the closed block. Applicable deferred policy
acquisition costs and income taxes further reduce the effect on our comprehensive income.



                                                       62




Gross Unrealized Losses On General Account Debt and Equity
Securities by Duration of Unrealized Loss:                                As of June 30, 2004
($ amounts in millions)                               ----------------------------------------------------------
                                                                         0 - 6         6 - 12         Over 12
                                                          Total          Months        Months         Months
                                                      -------------- -------------- -------------  -------------
Debt securities outside closed block
Number of positions................................           561            456             40             65
                                                      -------------- -------------- -------------  -------------
Total fair value...................................    $  2,523.8     $  2,113.4     $    163.2     $    247.2
Total amortized cost...............................       2,610.7        2,160.6          171.6          278.5
                                                      -------------- -------------- -------------  -------------
Unrealized losses..................................    $    (86.9)    $    (47.2)    $     (8.4)    $    (31.3)
                                                      ============== ============== =============  =============
Unrealized losses after offsets....................    $    (34.5)    $    (19.9)    $     (3.4)    $    (11.2)
                                                      ============== ============== =============  =============
Unrealized losses over 20% of cost.................    $    (13.7)    $     (0.5)    $     --       $    (13.2)
                                                      ============== ============== =============  =============
Unrealized losses over 20% of cost after offsets...    $     (8.9)    $     (0.4)    $     --       $     (8.5)
                                                      ============== ============== =============  =============

Investment grade:
Number of positions................................           489            411             36             42
                                                      -------------- -------------- -------------  -------------
Unrealized losses..................................    $    (66.0)    $    (40.9)    $     (7.9)    $    (17.2)
                                                      ============== ============== =============  =============
Unrealized losses after offsets....................    $    (26.8)    $    (17.1)    $     (3.1)    $     (6.6)
                                                      ============== ============== =============  =============
Unrealized losses over 20% of cost.................    $     (3.6)    $     --       $     --       $     (3.6)
                                                      ============== ============== =============  =============
Unrealized losses over 20% of cost after offsets...    $     (2.3)    $     --       $     --       $     (2.3)
                                                      ============== ============== =============  =============

Below investment grade:
Number of positions................................            72             45              4             23
                                                      -------------- -------------- -------------  -------------
Unrealized losses..................................    $    (20.9)    $     (6.3)    $     (0.5)    $    (14.1)
                                                      ============== ============== =============  =============
Unrealized losses after offsets....................    $     (7.7)    $     (2.8)    $     (0.3)    $     (4.6)
                                                      ============== ============== =============  =============
Unrealized losses over 20% of cost.................    $    (10.1)    $     (0.5)    $     --       $     (9.6)
                                                      ============== ============== =============  =============
Unrealized losses over 20% of cost after offsets...    $     (6.6)    $     (0.4)    $     --       $     (6.2)
                                                      ============== ============== =============  =============

Equity securities outside closed block
Number of positions................................            27             20              1              6
                                                      -------------- -------------- -------------  -------------
Unrealized losses..................................    $     (2.2)    $     (1.9)    $     --       $     (0.3)
                                                      ============== ============== =============  =============
Unrealized losses after offsets....................    $     (1.4)    $     (1.2)    $     --       $     (0.2)
                                                      ============== ============== =============  =============
Unrealized losses over 20% of cost.................    $     (1.8)    $     (1.6)    $     --       $     (0.2)
                                                      ============== ============== =============  =============
Unrealized losses over 20% of cost after offsets...    $     (1.1)    $     (1.0)    $     --       $     (0.1)
                                                      ============== ============== =============  =============


For debt securities outside of the closed block with gross unrealized losses, 77.7% of the unrealized losses
after offsets pertains to investment grade securities and 22.3% of the unrealized losses after offsets
pertains to below investment grade securities at June 30, 2004.


                                                       63





Gross Unrealized Losses on General Account Debt and Equity
Securities by Duration of Unrealized Loss:                               As of June 30, 2004
($ amounts in millions)                               ----------------------------------------------------------
                                                                        0 - 6          6 - 12         Over 12
                                                          Total         Months         Months         Months
                                                      -------------- -------------- -------------  -------------
Debt securities inside closed block
Number of positions................................            348            275             24             49
                                                      -------------- -------------- -------------  -------------
Total fair  value..................................    $   1,938.9    $   1,575.2    $     121.0    $     242.7
Total amortized cost...............................        2,023.4        1,627.6          129.5          266.3
                                                      -------------- -------------- -------------  -------------
Unrealized losses..................................    $     (84.5)   $     (52.4)   $      (8.5)   $     (23.6)
                                                      ============== ============== =============  =============
Unrealized losses after offsets....................    $      --      $      --      $      --      $      --
                                                      ============== ============== =============  =============
Unrealized losses over 20% of cost.................    $      (7.1)   $      --      $      --      $      (7.1)
                                                      ============== ============== =============  =============
Unrealized losses over 20% of cost after offsets...    $      --      $      --      $      --      $      --
                                                      ============== ============== =============  =============

Investment grade:
Number of positions................................            294            235             23             36
                                                      -------------- -------------- -------------  -------------
Unrealized losses..................................    $     (68.4)   $     (46.7)   $      (8.4)   $     (13.3)
                                                      ============== ============== =============  =============
Unrealized losses after offsets....................    $      --      $      --      $      --      $      --
                                                      ============== ============== =============  =============
Unrealized losses over 20% of cost.................    $      --      $      --      $      --      $      --
                                                      ============== ============== =============  =============
Unrealized losses over 20% of cost after offsets...    $      --      $      --      $      --      $      --
                                                      ============== ============== =============  =============

Below investment grade:
Number of positions................................             54             40              1             13
                                                      -------------- -------------- -------------  -------------
Unrealized losses..................................    $     (16.1)   $      (5.7)   $      (0.1)   $     (10.3)
                                                      ============== ============== =============  =============
Unrealized losses after offsets....................    $      --      $      --      $      --      $      --
                                                      ============== ============== =============  =============
Unrealized losses over 20% of cost.................    $      (7.1)   $      --      $      --      $      (7.1)
                                                      ============== ============== =============  =============
Unrealized losses over 20% of cost after offsets...    $      --      $      --      $      --      $      --
                                                      ============== ============== =============  =============

Equity securities inside closed block
Number of positions................................             44             41              3              0
                                                      -------------- -------------- -------------  -------------
Unrealized losses..................................    $      (0.8)   $      (0.6)   $      (0.2)   $      --
                                                      ============== ============== =============  =============
Unrealized losses after offsets....................    $      --      $      --      $      --      $      --
                                                      ============== ============== =============  =============
Unrealized losses over 20% of cost.................    $      --      $      --      $      --      $      --
                                                      ============== ============== =============  =============
Unrealized losses over 20% of cost after offsets...    $      --      $      --      $      --      $      --
                                                      ============== ============== =============  =============


As of June 30, 2004, for debt securities in the closed block with gross unrealized losses, 80.9% of the
unrealized losses pertains to investment grade securities and 19.1% of the unrealized losses pertains to below
investment grade securities.

In determining that the securities giving rise to the previously mentioned unrealized losses were not
other-than-temporarily impaired, we evaluated the factors cited above, which we consider when assessing
whether a security is other-than-temporarily impaired. In making these evaluations, we must exercise
considerable judgment. Accordingly, there can be no assurance that actual results will not differ from our
judgments and that such differences may require the future recognition of other-than-temporary impairment
charges that could have a material effect on our financial position and results of operations. In addition,
the value of, and the realization of any loss on, a debt security or equity security is subject to numerous
risks, including interest rate risk, market risk, credit risk and liquidity risk. The magnitude of any loss
incurred by us may be affected by the relative concentration of our investments in any one issuer or industry.
We have established specific policies limiting the concentration of our investments in any single issuer and
industry and believe our investment portfolio is prudently diversified.


                                                       64



Aberdeen Asset Management PLC

As of June 30, 2004 and December 31, 2003, we owned $27.5 million of Aberdeen 8.0% convertible subordinated
notes. The 7.5% convertible subordinated notes were originally issued in 1996 at 7%, with a maturity of March
29, 2003, subject to four six-month extensions at Aberdeen's option with increasing interest rates. In March
2003, these notes were partially paid down by $5.0 million, with the remainder extended, subject to a rate
increase to 7.5% and a maturity of September 29, 2003. The maturity on these notes was extended again to March
29, 2004 with a partial payout of $5.0 million received in November 2003 at an interest rate of 7.5%. In March
2004, these notes were extended subject to a rate increase to 8% and a maturity of September 29, 2004. Prior
to the fourth quarter of 2003, we owned $19.0 million of 5.875% convertible bonds, which were issued in 2002
and mature in 2007. During the fourth quarter of 2003, we sold the Aberdeen 5.875% bonds and realized a gain
of $0.7 million.

As of June 30, 2003, our ownership of Aberdeen common stock included 22% of the company's outstanding common
shares that we had purchased between 1996 and 2001 for $109.1 million. At that time we concluded that our
equity investment in Aberdeen, accounted for under the equity method of accounting, was other-than-temporarily
impaired, resulting in an $89.1 million pre-tax, non-cash charge to earnings during the quarter ended June 30,
2003. The carrying value of our equity investment in Aberdeen was $38.6 million and $38.3 million at June 30,
2004 and December 31, 2003, respectively. The fair value, based on the quoted market price of underlying
shares and foreign currency exchange rate, of our equity investment in Aberdeen was $51.7 million, $54.5
million and $54.4 million at August 4, 2004, June 30, 2004, December 31, 2003, respectively.

On October 24, 2003, Aberdeen completed the acquisition of 100% of the outstanding common stock of Edinburgh
Fund Managers Group plc, an Edinburgh Scotland based asset manager, for £36 million through the issuance
of 58.9 million shares of Aberdeen common stock. As a result of this acquisition, as of December 31, 2003 our
percentage ownership in Aberdeen's common stock was diluted from approximately 22% to 16.2%, although our
representation on Aberdeen's Board of Directors remained at two seats out of 12 seats. Based on our continued
substantial ownership position and related board representation, we believe that we continue to have the
ability to significantly influence the operations of Aberdeen and, therefore, we continue to account for our
investment using the equity method of accounting subsequent to October 24, 2003.

On May 25, 2004, Aberdeen closed on the sale of its UK and Continental European property investment management
business to an unrelated party. We recognized an after-tax, non-cash realized gain of $0.7 million, recorded
as a realized investment gain, during the second quarter of 2004 related to our share of Aberdeen's realized
gain.

Hilb, Rogal & Hamilton Company

We own shares of common stock in HRH, a Virginia-based property and casualty insurance and employee benefit
products distributor. See Notes 5 and 6 to our consolidated financial statements in this Form 10-Q for
detailed information regarding our investment in HRH.

Liquidity and Capital Resources

In the normal course of business, we enter into transactions involving various types of financial instruments
such as debt and equity securities. These instruments have credit risk and also may be subject to risk of loss
due to interest rate and market fluctuations.

Liquidity refers to the ability of a company to generate sufficient cash flow to meet its cash requirements.
The following discussion includes both liquidity and capital resources as these subjects are interrelated.



                                                       65



The Phoenix Companies, Inc. (consolidated)

                                                                                Six Months Ended
                                                                                    June 30,
                                                                  -------------------------------------------
Summary Consolidated Cash Flow Data:                                                  2003
($ amounts in millions)                                                2004         Restated        Change
                                                                  -------------- -------------  -------------

Cash from continuing operations.................................   $     142.1    $     145.5    $      (3.4)
Cash for discontinued operations................................         (16.5)         (45.0)          28.5
Cash from (for) continuing operations investing activities......         166.9         (815.8)         982.7
Cash from (for) discontinued operations investing activities....           6.6           (6.7)          13.3
Cash from (for) financing activities............................        (123.3)         307.1         (430.4)

Six months ended June 30, 2004 vs. June 30, 2003

Cash from continuing operations decreased $3.4 million, or 2%, over the comparable period in 2003, primarily
due to higher benefits paid, partially offset by higher revenues received and lower policy acquisition costs
paid.

Cash from continuing operations investing activities increased $982.7 million, or 120%, from the comparable
period in 2003, primarily due to lower investment purchases resulting from lower cash from financing activities
in 2004 and higher cash balances at the beginning of 2003 that were invested during 2003.

Cash from financing activities decreased $430.4 million, or 140%, due to reductions in policyholder deposit
fund deposits of $443.9 million in 2004 compared to 2003. This decrease was partially offset by proceeds from
borrowings in 2004 of $25.0 million.

On April 30, 2004, The Phoenix Companies, Inc. received a $69.7 million dividend from Phoenix Life.

On April 29, 2004, we declared a cash dividend of $0.16 per share, which was paid July 12, 2004 to shareholders
of record on June 14, 2004.

On December 22, 2003, we closed on a new $150.0 million unfunded, unsecured senior revolving credit facility
to replace our $100 million credit facility, which expired on that date. This new facility consists of two
tranches: a $112.5 million, 364-day revolving credit facility and a $37.5 million, three-year revolving credit
facility. Under the 364-day facility, we have the ability to extend the maturity date of any outstanding
borrowings for one year from the termination date. Potential borrowers on the new credit line are the holding
company, Phoenix Life and PXP. Financial covenants require the maintenance at all times of: consolidated
stockholders' equity of $1,775.0 million, stepping up by 50% of quarterly positive net income and 100% of
equity issuances; a maximum consolidated debt-to-capital ratio of 30%; a minimum consolidated fixed charge
coverage ratio (as defined in the credit agreement) of 1.25:1; and, for Phoenix Life, a minimum risk-based
capital ratio of 250% and a minimum A.M. Best Financial Strength Rating of A-. On March 15, 2004 we drew $25.0
million of our $37.5 million, three-year revolving credit facility tranche to fund a $30.1 million payment
related to our acquisition of Kayne Anderson Rudnick as further described in Notes 1 and 6 of our consolidated
financial statements in this Form 10-Q.

On April 16, 2004, we executed a technical amendment to the credit agreement, effective as of December 31,
2003, to: (1) exclude the accounting effects of FIN 46-R from the definition of shareholders' equity and (2)
clarify that the lenders did no intend to treat CDOs as indebtedness, for purposes of calculating financial
covenant compliance.

Life Companies

The Life Companies' liquidity requirements principally relate to: the liabilities associated with various life
insurance and annuity products; the payment of dividends by Phoenix Life to The Phoenix Companies, Inc.;


                                                       66



operating expenses; contributions to subsidiaries; and payment of principal and interest by Phoenix Life on
its outstanding debt obligations. Liabilities arising from life insurance and annuity products include the
payment of benefits, as well as cash payments in connection with policy surrenders, withdrawals and loans. The
Life Companies also have liabilities arising from the runoff of the remaining group accident and health
reinsurance discontinued operations.

Historically, our Life Companies have used cash flow from operations and investment activities to fund
liquidity requirements. Their principal cash inflows from life insurance and annuities activities come from
premiums, annuity deposits and charges on insurance policies and annuity contracts. In the case of Phoenix
Life, cash inflows also include dividends, distributions and other payments from subsidiaries. Principal cash
inflows from investment activities result from repayments of principal, proceeds from maturities, sales of
invested assets and investment income. The principal cash inflows from our discontinued group accident and
health reinsurance operations come from our finite reinsurance, recoveries from other retrocessionaires and
investment activities. See Note 11 to our consolidated financial statements in this Form 10-Q for additional
information.

Additional liquidity to meet cash outflows is available from our Life Companies' portfolios of liquid assets.
These liquid assets include substantial holdings of U.S. government and agency bonds, short-term investments
and marketable debt and equity securities.

Phoenix Life's current sources of liquidity also include the revolving credit facility, discussed above, under
which Phoenix Life has direct borrowing rights, subject to our unconditional guarantee. Since the
demutualization, Phoenix Life's access to the cash flows generated by the closed block assets has been
restricted to funding the closed block.

A primary liquidity concern with respect to life insurance and annuity products is the risk of early
policyholder and contractholder withdrawal. Our Life Companies closely monitor their liquidity requirements in
order to match cash inflows with expected cash outflows, and employ an asset/liability management approach
tailored to the specific requirements of each product line, based upon the return objectives, risk tolerance,
liquidity, tax and regulatory requirements of the underlying products. In particular, our Life Companies
maintain investment programs generally intended to provide adequate funds to pay benefits without forced sales
of investments. Products having liabilities with relatively long lives, such as life insurance, are matched
with assets having similar estimated lives, such as long-term bonds, private placement bonds and mortgage
loans. Shorter-term liabilities are matched with investments with short-term and medium-term fixed maturities.


Annuity Actuarial Reserves and Deposit Liabilities
Withdrawal Characteristics:                                             June 30, 2004         December 31, 2003
($ amounts in millions)                                           ------------------------ -----------------------
                                                                    Amount(1)    Percent     Amount(1)    Percent
                                                                  ------------ ----------- -----------  ----------

Not subject to discretionary withdrawal provision...............   $   216.1         3%     $   220.8         3%
Subject to discretionary withdrawal without adjustment..........     1,858.4        26%       1,967.2        28%
Subject to discretionary withdrawal
  with market value adjustment..................................       793.1        11%         811.6        11%
Subject to discretionary withdrawal at contract value
  less surrender charge.........................................       897.2        12%         869.8        12%
Subject to discretionary withdrawal at market value.............     3,423.9        48%       3,294.0        46%
                                                                  ------------ ----------- -----------  ----------
Total annuity contract reserves and deposit fund liability......   $ 7,188.7       100%     $ 7,163.4       100%
                                                                  ============ =========== ===========  ==========

________
(1)   Contract reserves and deposit fund liability amounts are reported on a statutory basis, which more
     accurately reflects the potential cash outflows, and include variable product liabilities. Annuity
     contract reserves and deposit fund liabilities are monetary amounts that an insurer must have available
     to provide for future obligations with respect to its annuities and deposit funds. These are liabilities
     on the balance sheet of financial statements prepared in conformity with statutory accounting practices.
     These amounts are at least equal to the values available to be withdrawn by policyholders.


                                                       67



Individual life insurance policies are less susceptible to withdrawals than annuity contracts because
policyholders may incur surrender charges and be required to undergo a new underwriting process in order to
obtain a new insurance policy. As indicated in the table above, most of our annuity contract reserves and
deposit fund liabilities are subject to withdrawals.

Individual life insurance policies, other than term life insurance policies, increase in cash values over
their lives. Policyholders have the right to borrow an amount generally up to the cash value of their policies
at any time. As of June 30, 2004, our Life Companies had approximately $11.6 billion in cash values with
respect to which policyholders had rights to take policy loans. The majority of cash values eligible for
policy loans are at variable interest rates that are reset annually on the policy anniversary. Policy loans at
June 30, 2004 were $2.2 billion.

The primary liquidity risks regarding cash inflows from the investment activities of our Life Companies are
the risks of default by debtors, interest rate and other market volatility, and potential illiquidity of
investments. We closely monitor and manage these risks.

We believe that the current and anticipated sources of liquidity for our Life Companies are adequate to meet
their present and anticipated needs.

On April 30, 2004, Phoenix Life paid a $69.7 million cash dividend to The Phoenix Companies, Inc. Under New
York Insurance Law, Phoenix Life can pay dividends to The Phoenix Companies in any calendar year without the
approval from the New York Superintendent of Insurance in the amount of the lesser of 10% of Phoenix Life's
surplus to policyholders as of the immediately preceding calendar year or Phoenix Life's statutory net gain
from operations for the immediately preceding calendar year, not including realized capital gains. Phoenix
Life's statutory loss from operations was $13.5 million for the six months ended June 30, 2004. Phoenix Life's
statutory loss from operations through June 30, 2004 includes a $16.0 million tax payment related to the
forgiveness of debt on a restructured investment, and $8.5 million in after-tax restructuring charges primarily
associated with the sale of Griffith and Main Street. We expect improved statutory gains from operation results
beginning in the second half of 2004 due to seasonality factors and reduced operating expenses as a result of
the sale of Griffith and Main Street.

Phoenix Investment Partners, Ltd. (PXP)

PXP's liquidity requirements are primarily to fund operating expenses and pay its debt and interest
obligations. PXP also would require liquidity to fund the costs of any contingent payments for previous
acquisitions, as well as any potential acquisitions. Historically, PXP's principal source of liquidity has
been cash flows from operations. We expect that cash flow from operations will continue to be PXP's principal
source of working capital. PXP's current sources of liquidity also include the revolving credit facility,
discussed above, under which PXP has direct borrowing rights subject to the unconditional guarantee of The
Phoenix Companies, Inc. We believe that PXP's current and anticipated sources of liquidity are adequate to
meet its present and anticipated needs. See Note 6 to our consolidated financial statements in this Form 10-Q
for further details on our financing activities. In March 2004, PXP borrowed $25.0 million against the credit
facility to fulfill an obligation related to the Kayne Anderson Rudnick acquisition. See Commitments Related
to Recent Business Combinations and Note 4 to our consolidated financial statements in this Form 10-Q for
additional information.


                                                       68




Consolidated Financial Condition

Consolidated Balance Sheet:                                              June 30,       Dec 31,
($ amounts in millions)                                                    2004          2003          Change
                                                                      -------------  ------------- -------------

ASSETS:
Available-for-sale debt securities, at fair value..................    $ 12,944.9     $ 13,273.0    $   (328.1)
Available-for-sale equity securities, at fair value................         319.3          312.0           7.3
Mortgage loans, at unpaid principal balances.......................         256.4          284.1         (27.7)
Venture capital partnerships, at equity in net assets..............         249.3          234.9          14.4
Affiliate equity securities, at equity in net assets...............          47.7           47.5           0.2
Policy loans, at unpaid principal balances.........................       2,238.7        2,227.8          10.9
Other investments..................................................         399.5          402.0          (2.5)
                                                                      -------------  ------------- -------------
                                                                         16,455.8       16,781.3        (325.5)
Available-for-sale debt and equity securities pledged as collateral,
  at fair value....................................................       1,275.4        1,350.0         (74.6)
                                                                      -------------  ------------- -------------
Total investments..................................................      17,731.2       18,131.3        (400.1)
Cash and cash equivalents..........................................         623.7          447.9         175.8
Accrued investment income and receivables..........................         430.0          447.2         (17.2)
Deferred policy acquisition costs..................................       1,465.2        1,367.7          97.5
Deferred income taxes..............................................          55.4           58.7          (3.3)
Goodwill and other intangible assets...............................         741.1          755.0         (13.9)
Other general account assets.......................................         214.9          268.2         (53.3)
Separate account assets............................................       6,526.4        6,083.2         443.2
                                                                      -------------  ------------- -----------
Total assets.......................................................    $ 27,787.9     $ 27,559.2    $    228.7
                                                                      =============  ============= =============

LIABILITIES:
Policy liabilities and accruals....................................    $ 13,069.4     $ 13,088.6    $    (19.2)
Policyholder deposit funds.........................................       3,542.2        3,642.7        (100.5)
Stock purchase contracts and indebtedness..........................         799.5          767.8          31.7
Other general account liabilities..................................         494.5          525.7         (31.2)
Non-recourse collateralized obligations............................       1,400.7        1,472.0         (71.3)
Separate account liabilities.......................................       6,526.4        6,083.2         443.2
                                                                      -------------  ------------- -------------
Total liabilities..................................................      25,832.7       25,580.0         252.7
                                                                      -------------  ------------- -------------

MINORITY INTEREST:
Minority interest in net assets of consolidated subsidiaries.......          33.4           31.4           2.0
                                                                      -------------  ------------- -------------

STOCKHOLDERS' EQUITY:
Common stock and additional paid in capital........................       2,430.4        2,429.8           0.6
Deferred compensation on restricted stock units....................          (3.2)          (3.6)          0.4
Accumulated deficit................................................        (336.8)        (352.7)         15.9
Accumulated other comprehensive income.............................          16.9           63.7         (46.8)
Treasury stock.....................................................        (185.5)        (189.4)          3.9
                                                                      -------------  ------------- -------------
Total stockholders' equity.........................................       1,921.8        1,947.8         (26.0)
                                                                      -------------  ------------- -------------
Total liabilities, minority interest and stockholders' equity......    $ 27,787.9     $ 27,559.2    $    228.7
                                                                      =============  ============= =============


June 30, 2004 vs. December 31, 2003

Available-for-sale debt securities decreased $328.1 million, or 3%, in 2004 from December 31 2003, reflecting
depreciation of bond values as a result of higher interest rates.

Mortgage loans decreased $27.7 million, or 10%, from December 31, 2003 to June 30, 2004 due to scheduled pay
downs as no new investments are being made in this asset class.


                                                       69



Cash and cash equivalents increased $175.8 million, or 39%, in 2004 from December 31, 2003, primarily due to
cash inflows on the sale of debt securities and the planned build-up of liquidity to fund a planned
distribution for a large corporate owned policy scheduled for July 2004 draw-down. This distribution is in
accordance with the original terms of the policy, which was sold in 1997.

Available-for-sale debt and equity securities pledged as collateral decreased $74.6 million, or 6%, in 2004
from December 31, 2003, primarily due to the liquidation of securities to fund pay down of non-recourse
collateralized obligations.

Deferred policy acquisition costs increased $97.5 million, or 7%, in 2004 from the comparable period in 2003,
due primarily to offsets for unrealized investment losses included in other comprehensive income. See Note 3
to our consolidated financial statements in this Form 10-Q for additional information.

The decrease of $53.3 million, or 20%, in 2004 from December 31, 2003 in other general account assets
primarily relates to a reduction in premises and equipment due to the second quarter sale of our Enfield, CT
office facility.


Composition of Deferred Policy Acquisition Cost Assets by Product:       June 30,        Dec 31,
($ amounts in millions)                                                    2004           2003        Change
                                                                      -------------  ------------- -------------

Variable universal life............................................    $    328.6     $    328.7    $   (0.1)
Universal life.....................................................         214.8          169.3          45.5
Variable annuities.................................................         302.9          260.3          42.6
Fixed annuities....................................................          46.8           45.2           1.6
Participating life.................................................         538.9          536.7           2.2
Other..............................................................          33.2           27.5           5.7
                                                                      -------------  ------------- -------------
Total deferred policy acquisition costs............................    $  1,465.2     $  1,367.7    $     97.5
                                                                      =============  ============= =============


Policyholder deposit funds decreased $100.5 million, or 3%, in 2004 from December 31, 2003, primarily due to
net withdrawals from variable annuity guaranteed interest account sub-accounts.

Stock purchase contracts and indebtedness increased $31.7 million, or 6%, in 2004 from December 31, 2003,
primarily due to borrowing $25.0 million on our bank credit facility and a $11.1 million decrease in the fair
value of the HRH embedded derivative resulting from the increase in the fair value of HRH common stock during
2004, partially offset by a decrease of $2.8 million in the interest rate swap liability related to our senior
unsecured bonds. See Note 6 of our consolidated financial statements in this Form 10-Q for additional
information.

Non-recourse collateralized obligations decreased $71.3 million, or 5%, in 2004 from December 31, 2003, due to
distributions to investors in non-recourse collateralized obligations and a decrease in the fair value of
non-recourse derivative cash flow hedges as a result of higher interest rates.


                                                       70



Contractual Obligations and Commercial Commitments

As of June 30, 2004, our outstanding contractual obligations, excluding obligations for policyholder benefits
recorded as a liability on our consolidated balance sheet, and commercial commitments were as follows:


Contractual Obligations and
Commercial Commitments:
($ amounts in millions)                                      Remainder of                                2009
                                                    Total        2004     2005 - 2006  2007 - 2008    and Later
                                                ------------ ------------ ------------ ------------ ------------
Contractual Obligations Due
Indebtedness(1)...............................    $   653.9    $    --      $   200.0    $   153.7    $   300.2
Stock purchase contracts(2) ..................        138.3         --          138.3         --           --
Operating lease obligations..................          35.8          5.7         16.7         10.2          3.2
Other purchase liabilities(3)(7)  .............         34.9         19.1         13.1          2.7         --
                                                ------------ ------------ ------------ ------------ ------------
Subtotal......................................   $   862.9    $    24.8    $   368.1    $   166.6    $   303.4
Non-recourse collateralized obligations(4)....      1,303.9         --           --           --        1,303.9
                                                ------------ ------------ ------------ ------------ ------------
Total contractual obligations.................   $ 2,166.8    $    24.8    $   368.1    $   166.6    $ 1,607.3
                                                ============ ============ ============ ============ ============

Commercial Commitment Expirations
Standby letters of credit(5) .................    $     9.0    $     9.0    $    --      $     --     $     --
Other commercial commitments(6)(7) ............        123.6         10.2          3.9         19.4         90.1
                                                ------------ ------------ ------------ ------------ ------------
Total commercial commitments..................   $   132.6     $    19.2    $     3.9    $    19.4    $    90.1
                                                ============ ============ ============ ============ ============

_________
(1)   Indebtedness amounts include principal only. $153.7 million of indebtedness represents mandatorily
     convertible debt to be settled with our stock in February 2006.
(2)   Stock purchase contracts are prepaid forward contracts issued by us that will be settled in shares of HRH
     as further described in Note 6 of our consolidated financial statements in this Form 10-Q.
(3)   Other purchase liabilities relate to open purchase orders and other contractual obligations.
(4)   Non-recourse obligations are not direct liabilities of ours as they will be repaid from investments
     pledged as collateral recorded on our consolidated balance sheet. See Note 7 to our consolidated
     financial statements in this Form 10-Q for additional information.
(5)   Our standby letters of credit automatically renew on an annual basis.
(6)   Other commercial commitments relate to venture capital partnerships and private placements. The venture
     capital commitments can be drawn down by private equity funds as necessary to fund their portfolio
     investments through the end of the funding period as stated in each agreement. The amount collectively
     drawn down by the private equity funds in our portfolio during the six months ended June 30, 2004 was
     $26.8 million. The obligations related to private placements total $7.2 million and are due to be funded
     during the remainder of 2004.
(7)   Obligations and commitments related to post-employment benefit plans and commitments related to recent
     business combinations are not included in amounts presented in this table. See the discussion on the
     following pages.

In addition, on July 29, 2004, we announced the signing of a $122.0 million seven-year services agreement with
EDS under which we will receive information technology infrastructure services.

Commitments Related to Recent Business Combinations

Under the terms of purchase agreements related to certain recent business combinations, we are subject to
contractual obligations and commitments related to additional purchase consideration and put/call arrangements
summarized as follows:

Kayne Anderson Rudnick

Phoenix has an arrangement in which existing non-Phoenix members of Kayne Anderson Rudnick will sell a portion
of their membership interests in Kayne Anderson Rudnick, representing 14.7%, to Phoenix at a rate of 33.3% per
year at December 31, 2004, 2005 and 2006. The total purchase price will equal net investment


                                                       71



advisory fees for each year times 4.5 times 4.9% (the proportionate interest purchased). Such amounts are paid
during the following quarter. Under certain circumstances, the purchases may be accelerated.

There is also a put/call arrangement with respect to the remaining 25% of the total membership interests. The
purchase price will be equal to investment advisory fees for the relevant contract year multiplied by 4.5
multiplied by the amount of membership interest purchased. The contract year is defined as the twelve months
ending December 31, 2006 and each calendar year thereafter. The pricing on the put/calls will be determined
within 60 days after each such year-end and can be exercised within 60 days of the finalization of the price.
All of these membership interests acquired will be reissued to members/employees of Kayne Anderson Rudnick.
The reissuance process involves PXP contributing the interests to Kayne Anderson Rudnick and then Kayne
Anderson Rudnick selling the interests to the members/employees. The members/employees will not pay cash for
these purchases but will enter into a note payable agreement with Kayne Anderson Rudnick. PXP will have
preferential distribution rights with respect to payments of principal and interest on these notes. Under
certain circumstances, these interests can be issued without a note payable or other consideration. In
addition, in certain circumstances, the purchases may be accelerated. Once these interests are purchased and
then reissued, the amount of cash that PXP will need to pay to repurchase them in the future will be based on
the growth in Kayne Anderson Rudnick's revenues since the reissuance dates. There is no expiration date for
the put/call agreements. There is no cap or floor on the put/call price.

In January 2004 and August 2003, certain members of Kayne Anderson Rudnick accelerated their put/call
arrangements. The purchase price for their interests totaled $1.7 million and $4.5 million, respectively,
which was recorded as additional purchase price by PXP and allocated to goodwill and definite-lived intangible
assets. A portion of the January 2004 put/call effectively increased our ownership interest in Kayne Anderson
Rudnick to 60.3%.

PFG

In May 2003, we acquired the remaining interest in PFG not already owned by us for initial consideration of
$16.7 million. Under the terms of the purchase agreement, we may be obligated to pay additional consideration
of up to $89.0 million to the selling shareholders, including $10.0 million during the remainder of 2004
through 2007, based on certain financial performance targets being met, and the balance in 2008, based on the
appraised value of PFG as of December 31, 2007. During the six months ended June 30, 2004, we paid $3.0 million
under this obligation.

We have accounted for our acquisition of the remaining interest in PFG as a step-purchase acquisition.
Accordingly, we recorded a definite-lived intangible asset of $9.8 million related to the PVFP acquired and a
related deferred tax liability of $3.4 million. The PVFP intangible asset will be amortized over the remaining
estimated life of the underlying insurance inforce acquired, estimated to be 40 years. The remaining
acquisition price and transaction costs, totaling $7.6 million, have been assigned to goodwill. We have not
presented pro forma information as if PFG had been acquired at the beginning of January 2003, as it is not
material to our financial statements.

Seneca

We have a put/call arrangement with respect to the membership interests in Seneca not owned by PXP. The
purchase price is equal to Seneca's investment advisory fees for the relevant year multiplied by 3.5
multiplied by the amount of the interest purchased. The pricing on the put/calls will be determined within 60
days after each calendar year-end and can be exercised within 60 days of the finalization of the price. All of
these interests acquired will be reissued to members/employees of Seneca. The reissuance process involves PXP
contributing the interests to Seneca and then Seneca selling them to the members/employees. The
members/employees do not pay cash for these purchases, but enter into a note payable agreement with Seneca.
PXP has preferential distribution rights with respect to payments of principal and interest on these notes.
Since these interests have already been purchased by PXP and reissued at least once, the amount of cash that
PXP will need to pay to repurchase them in the future will be the amount related to the growth in Seneca's
revenues since the various


                                                       72



reissuance dates. There is no cap or floor on the put/call price. The put/call agreements will expire after
the year ended December 31, 2007.

Off-Balance Sheet Arrangements

As of June 30, 2004 and December 31, 2003, we did not have any significant off-balance sheet arrangements as
defined by Item 303(a)(4)(ii) of SEC Regulation S-K. See Note 7 to our consolidated financial statements in
this Form 10-Q for information on variable interest entities.

Reinsurance

We maintain life reinsurance programs designed to protect against large or unusual losses in our life
insurance business. Based on our review of their financial statements and reputations in the reinsurance
marketplace, we believe that these third-party reinsurers are financially sound and, therefore, that we have
no material exposure to uncollectible life reinsurance. See Note 11 to our consolidated financial statements
in this Form 10-Q for additional information.

Statutory Capital and Surplus and Risk Based Capital

Phoenix Life's consolidated statutory basis capital and surplus (including AVR) decreased from $962.4 million
at December 31, 2003 to $924.6 million at June 30, 2004. The principal factors resulting in this decrease are
a consolidated statutory net loss of $4.9 million, and a dividend to holding company of $69.7 million paid
during the second quarter of 2004, partially offset by an increase in admitted deferred income tax assets of
$19.7 million.

At June 30, 2004, Phoenix Life's and each of its insurance subsidiaries' RBC levels were in excess of 300% of
Company Action Level.

On April 30, 2004, Phoenix Life paid a dividend of $69.7 million to The Phoenix Companies, as Phoenix Life's
sole shareholder. Under New York Insurance Law, Phoenix Life can pay dividends to The Phoenix Companies in any
calendar year without the approval from the New York Superintendent of Insurance in the amount of the lesser of
10% of Phoenix Life's surplus to policyholders as of the immediately preceding calendar year or Phoenix Life's
statutory net gain from operations for the immediately preceding calendar year, not including realized capital
gains. Phoenix Life's statutory loss from operations was $13.5 million for the six months ended June 30, 2004.
Phoenix Life's statutory loss from operations through June 30, 2004 includes a $16.0 million tax payment
related to the forgiveness of debt on a restructured investment, and $8.5 million in after-tax restructuring
charges primarily associated with the sale of Griffith and Main Street. We expect improved statutory gains from
operation results beginning in the second half of 2004 due to seasonality factors and reduced operating
expenses as a result of the sale of Griffith and Main Street.

Net Capital Requirements

Our broker-dealer subsidiaries are each subject to the net capital requirements imposed on registered
broker-dealers by the Securities Exchange Act of 1934. Each is also required to maintain a ratio of aggregate
indebtedness to net capital that does not exceed 15:1. At June 30, 2004, the largest of these subsidiaries had
net capital of approximately $10.5 million, which is $9.8 million in excess of its required minimum net
capital of $0.7 million. The ratio of aggregate indebtedness to net capital for that subsidiary was 1:1. The
ratios of aggregate indebtedness to net capital for each of our other broker-dealer subsidiaries were also
below the regulatory ratio at June 30, 2004 and their respective net capital each exceeded the applicable
regulatory minimum.

Obligations Related to Pension and Post-Retirement Employee Benefit Plans

We have two defined benefit pension plans covering our employees. The employee pension plan, covering
substantially all of our employees, provides benefits up to the amount allowed under the Internal Revenue
Code. The supplemental plan provides benefits in excess of the primary plan. Retirement benefits under both
plans are a


                                                       73



function of years of service and compensation. The employee pension plan is funded with assets held in a
trust, while the supplemental plan is unfunded.

As previously disclosed in our consolidated financial statements for the year ended December 31, 2003, we
expect to contribute $107.8 million to the employee pension plan through 2008, including $7.2 million during
2004. Estimated quarterly contributions of $2.5 million were made to the pension plan in April and July 2004.

We revalued our employee benefit plans assets and liabilities during the second quarter of 2004 in connection
with the sale of Griffith and Main Street and recognized a curtailment gain of $6.8 million in the second
quarter of 2004 as a result of this revaluation. We are currently evaluating our required pension funding,
taking into account the effects of the Pension Fund Act of 2004 as well as the sale of Griffith and Main
Street transactions and the information technology services agreement with EDS. We expect our future funding
requirements to be reduced as a result of the Pension Funding Act of 2004 and the Griffith, Main Street and
the information technology services agreement with EDS transactions.

See Note 9 of the consolidated financial statements included in this Form 10-Q for additional information.

Related Party Transaction

State Farm Mutual Automobile Insurance Company, or State Farm, currently owns of record more than five percent
of our outstanding common stock. During the three months ended June 30, 2004 and 2003, our subsidiaries paid
total compensation of $8.3 million and $4.7 million, respectively, to entities which were either subsidiaries
of State Farm or owned by State Farm employees, for the sale of our insurance and annuity products. Our
subsidiaries paid total compensation of $15.1 million and $10.2 million during the six months ended June 30,
2004 and 2003, respectively, for such sales.


                                                       74



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Exposures and Risk Management

We must effectively manage, measure and monitor the market risk generally associated with our insurance and
annuity business and, in particular, our commitment to fund insurance liabilities. We have developed an
integrated process for managing market risk, which we conduct through our Corporate Finance Department,
Corporate Portfolio Management Department, Life and Annuity Financial Department, and additional specialists
at the business segment level. These groups confer with each other regularly. We have implemented
comprehensive policies and procedures at both the corporate and business segment level to minimize the effects
of potential market volatility.

Market risk is the risk that we will incur losses due to adverse changes in market rates and prices. We have
exposure to market risk through both our insurance operations and our investment activities. Our primary
market risk exposure is to changes in interest rates, although we also have exposures to changes in equity
prices and foreign currency exchange rates. We also have credit risk in connection with our derivative
contracts.

Interest Rate Risk

Interest rate risk is the risk that we will incur economic losses due to adverse changes in interest rates.
Our exposure to interest rate changes primarily results from our commitment to fund interest-sensitive
insurance liabilities, as well as from our significant holdings of fixed rate investments. Our insurance
liabilities largely comprise dividend-paying individual whole life and universal life policies and annuity
contracts. Our fixed maturity investments include U.S. and foreign government bonds, securities issued by
government agencies, corporate bonds, asset-backed securities, mortgage-backed securities and mortgage loans,
most of which are mainly exposed to changes in medium-term and long-term U.S. Treasury rates.

We manage interest rate risk as part of our asset/liability management process and product design procedures.
Asset/liability strategies include the segmentation of investments by product line and the construction of
investment portfolios designed to specifically satisfy the projected cash needs of the underlying product
liability. We manage the interest rate risk inherent in our assets relative to the interest rate risk inherent
in our insurance products. We identify potential interest rate risk in portfolio segments by modeling asset
and product liability durations and cash flows under current and projected interest rate scenarios.

One of the key measures we use to quantify this interest rate exposure is duration. Duration is one of the
most significant measurement tools in measuring the sensitivity of the fair value of assets and liabilities to
changes in interest rates. For example, if interest rates increase by 100 basis points, or 1%, the fair value
of an asset with a duration of five years is expected to decrease by 5%. We believe that as of June 30, 2004,
our asset and liability portfolio durations were well matched, especially for the largest segments of our
balance sheet (i.e., participating and universal life). Since our insurance products have variable interest
rates (which expose us to the risk of interest rate fluctuations), we regularly undertake a sensitivity
analysis that calculates liability durations under various cash flow scenarios.

The selection of a 100 basis point immediate, parallel increase or decrease in interest rates is a
hypothetical rate scenario used to demonstrate potential risk. While a 100 basis point immediate, parallel
increase or decrease does not represent our view of future market changes, it is a reasonably possible
hypothetical near-term change that illustrates the potential impact of such events. Although these fair value
measurements provide a representation of interest rate sensitivity, they are based on our portfolio exposures
at a point in time and may not be representative of future market results. These exposures will change as a
result of on-going portfolio transactions in response to new business, management's assessment of changing
market conditions and available investment opportunities.


                                                       75



To calculate duration, we project asset and liability cash flows and discount them to a net present value
using a risk-free market rate adjusted for credit quality, sector attributes, liquidity and any other relevant
specific risks. Duration is calculated by revaluing these cash flows at an alternative level of interest rates
and by determining the percentage change in fair value from the base case.

We also employ product design and pricing strategies to manage interest rate risk. Product design and pricing
strategies include the use of surrender charges or restrictions on withdrawals in some products.

The table below shows the estimated interest rate sensitivity of our fixed income financial instruments
measured in terms of fair value. Given that our asset and liability portfolio durations were well matched for
the periods indicated, we would expect market value gains or losses in assets to be largely offset by
corresponding changes in liabilities.

                                                                                As of June 30, 2004
                                                           -----------------------------------------------------
Interest Rate Sensitivity of                                              -100 Basis                 +100 Basis
Fixed Income Financial Instruments:                                          Point                     Point
($ amounts in millions)                                   Carrying Value    Change      Fair Value     Change
                                                           ------------  ------------  ------------ ------------

Cash and cash equivalents................................   $    623.7    $    624.2    $    623.7   $    623.2
Available-for-sale debt securities.......................     12,944.9      13,556.2      12,944.9     12,334.2
Commercial mortgages.....................................        256.4         286.4         279.0        271.6
                                                           ------------  ------------  ------------ ------------
Subtotal.................................................     13,825.0      14,466.8      13,847.6     13,229.0
Debt and equity securities pledged as collateral.........      1,275.4       1,333.4       1,275.4      1,217.4
                                                           ------------  ------------  ------------ ------------
Totals...................................................   $ 15,100.4    $ 15,800.2    $ 15,123.0   $ 14,446.4
                                                           ============  ============  ============ ============

We use derivative financial instruments, primarily interest rate swaps, to manage our residual exposure to
fluctuations in interest rates. We enter into derivative contracts only with highly rated financial
institutions to reduce counterparty credit risks and diversify counterparty exposure.

We enter into interest rate swap agreements to reduce market risks from changes in interest rates. We do not
enter into interest rate swap agreements for trading purposes. Under interest rate swap agreements, we
exchange cash flows with another party at specified intervals for a set length of time based on a specified
notional principal amount. Typically, one of the cash flow streams is based on a fixed interest rate set at
the inception of the contract and the other is based on a variable rate that periodically resets. Generally,
no premium is paid to enter into the contract and neither party makes payment of principal. The amounts to be
received or paid on these swap agreements are accrued and recognized in net investment income.

The table below shows the interest rate sensitivity of our general account interest rate derivatives measured
in terms of fair value. These exposures will change as our insurance liabilities are created and discharged
and as a result of ongoing portfolio and risk management activities.

                                                                     As of June 30, 2004
                                           ---------------------------------------------------------------------
                                                             Weighted-      -100                       +100
Interest Rate Sensitivity of                                  Average       Basis                      Basis
Derivatives:                                   Notional        Term         Point                      Point
($ amounts in millions)                         Amount        (Years)       Change      Fair Value     Change
                                             ============  ============  ============  ============ ============

Interest rate swaps.....................      $    540.0           9.9    $     24.4    $     13.9   $      3.4
Other...................................            50.0           4.0           0.0           0.2          0.6
                                             ------------                ------------  ------------ ------------
Totals – general account................      $    590.0                  $     24.4    $     14.1   $      4.0
                                             ============                ============  ============ ============
Non-recourse interest rate swaps
  held in consolidated CDO trusts.......      $  1,111.0          3.03    $    143.3    $     96.8   $     54.3
                                             ============  ============  ============  ============ ============



                                                       76


See Note 9 to the consolidated financial statements in our 2003 Annual Report on Form 10-K for more
information on derivative instruments.

Equity Risk

Equity risk is the risk that we will incur economic losses due to adverse changes in equity prices. Our
exposure to changes in equity prices primarily results from our commitment to fund our variable annuity and
variable life products, as well as from our holdings of common stocks, mutual funds and other equities. We
manage our insurance liability risks on an integrated basis with other risks through our liability and risk
management and capital and other asset allocation strategies. We also manage equity price risk through
industry and issuer diversification and asset allocation techniques. We held $319.3 million in equity
securities on our balance sheet as of June 30, 2004. A 10% decline or increase in the relevant equity price
would have decreased or increased, respectively, the value of these assets by approximately $31.9 million as
of June 30, 2004.

Certain annuity products sold by our Life Companies contain guaranteed minimum death benefits. The guaranteed
minimum death benefit feature provides annuity contract holders with a guarantee that the benefit received at
death will be no less than a prescribed amount. This minimum amount is based on the net deposits paid into the
contract, the net deposits accumulated at a specified rate, the highest historical account value on a contract
anniversary, or more typically, the greatest of these values. To the extent that the guaranteed minimum death
benefit is higher than the current account value at the time of death, the company incurs a cost. This
typically results in an increase in annuity policy benefits in periods of declining financial markets and in
periods of stable financial markets following a decline. As of June 30, 2004 and December 31, 2003, the
difference between the guaranteed minimum death benefit and the current account value (net amount at risk) for
all existing contracts was $163.2 million and $183.0 million, respectively. These represent our exposure to
loss should all of our contractholders have died on either June 30, 2004 or December 31, 2003, respectively.

Guaranteed Minimum Death Benefit Exposure:                                         June 30,  Dec 31,
($ amounts in millions)                                                             2004      2003     Change
                                                                                 ---------- --------- ---------

Net amount at risk on minimum guaranteed death benefits (before reinsurance)...   $  552.0   $ 616.9   $ (64.9)
Net amount at risk reinsured...................................................     (388.8)   (433.8)     45.0
                                                                                 ---------- --------- ---------
Net amount at risk on minimum guaranteed death benefits (after reinsurance)....   $  163.2   $ 183.1   $ (19.9)
                                                                                 ========== ========= =========

Weighted-average age of contractholder.........................................         62        59         3
                                                                                 ========== ========= =========

Payments Related to Guaranteed Minimum Death Benefits,                  Three Months Ended   Six Months Ended
Net of Reinsurance Effect:                                                  June 30,             June 30,
($ amounts in millions)                                               --------------------- -------------------
                                                                         2004       2003      2004       2003
                                                                      ---------- ---------- --------- ---------

Death claims payments before reinsurance........................       $    1.4   $    1.4   $   2.8   $   3.7
Reinsurance recoveries and premiums.............................           (0.7)      (0.2)     (0.9)     (1.4)
                                                                      ---------- ---------- --------- ---------
Net death claims payments.......................................       $    0.7   $    1.2   $   1.9   $   2.3
                                                                      ========== ========== ========= =========

Effective January 1, 2004, we adopted the AICPA SOP No. 03-1, Accounting and Reporting by Insurance
Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts. Since this new
accounting standard largely codifies accounting and reserving practices that we already followed, our adoption
did not materially affect our consolidated financial statements. This reserve is determined using the net
amount at risk taking into account estimates for mortality, equity market returns, and voluntary terminations
under a wide range of scenarios at June 30, 2004 and December 31, 2003.


                                                       77



Reserves Related to Guaranteed Minimum Death Benefits,
Net of Reinsurance Recoverables:                                                     June 30,       Dec 31,
($ amounts in millions)                                                               2004           2003
                                                                                  -------------  -------------

Statutory reserve (after reinsurance)...........................................   $     17.1     $     17.3
GAAP reserve (after reinsurance)................................................          7.7            7.6

We also provide reserves for guaranteed minimum income benefits and guaranteed payout annuity floor benefits.
The statutory reserves for these totaled $0.9 million and $0.5 million at June 30, 2004 and December 31, 2003,
respectively. The GAAP reserves for these totaled $0.3 million and $0.0 million at June 30, 2004 and December
31, 2003, respectively.

                                                                                    June 30,
Interest Rate Sensitivity of Deferred Policy Acquisition                -10%          2004          + 10%
Cost Asset and Guaranteed Minimum Death Benefit Liability:             Equity       Carrying        Equity
($ amounts in millions)                                                Market        Value          Market
                                                                   -------------- -------------  -------------

Deferred policy acquisition costs (variable annuities)...........   $    289.5     $    291.8     $    295.3
Deferred policy acquisition costs (variable universal life)......        325.1          326.1          326.6
Guaranteed minimum death benefit liability (variable annuities)..         10.7           70.7            5.7

See Note 3 to our consolidated financial statements in this Form 10-Q for more information regarding deferred
policy acquisition costs.

We sponsor defined benefit pension plans for our employees. For GAAP accounting purposes, we assumed an 8.5%
long-term rate of return on plan assets in the most recent valuations, performed on May 31, 2004 and in 2003
and 2002. To the extent there are deviations in actual returns, there will be changes in our projected expense
and funding requirements. As of December 31, 2003, the projected benefit obligation for our defined benefit
plans was in excess of plan assets by $183.1 million. We expect to contribute $107.8 million to the employee
pension plan through 2008, including $7.2 million during 2004. We revalued our employee benefit plans assets
and liabilities during the second quarter of 2004 in connection with the sale of Griffith and Main Street and
recognized a curtailment gain of $6.8 million in the second quarter of 2004 as a result of this revaluation.
We are currently evaluating our required pension funding, taking into account the effects of the Pension Fund
Act of 2004 as well as the sale of Griffith and Main Street transactions and the information technology
services agreement with EDS. We expect our future funding requirements to be reduced as a result of the
Pension Funding Act of 2004 and the Griffith, Main Street and the information technology services agreement
with EDS transactions. See Note 9 to our consolidated financial statements in this Form 10-Q for more
information on our employee benefit plans.

Foreign Currency Exchange Risks

Foreign currency exchange risk is the risk that we will incur economic losses due to adverse changes in
foreign currency exchange rates. Our functional currency is the U.S. dollar. Our exposure to fluctuations in
foreign exchange rates against the U.S. dollar results from our holdings in non-U.S. dollar-denominated debt
and equity securities and through our investments in foreign subsidiaries and affiliates. The principal
currencies that create foreign currency exchange rate risk for us are the British pound sterling, due to our
investments in Aberdeen and Lombard International Assurance, S.A. and the Argentine peso, due to our
investment in EMCO. During the six months ended June 30, 2004 and 2003, we recorded, through other
comprehensive income, foreign currency translation adjustment gains of $0.5 million and $5.1 million,
respectively, related to changes in valuation of the British pound sterling and $0.1 million and $2.3 million,
respectively, for the Argentine peso. During the three months ended June 30, 2004 and 2003, we recorded,
through other comprehensive income, foreign currency translation adjustment gains (losses) of $(3.1) million
and $8.2 million, respectively, related to changes in valuation of the British pound sterling and $0.0 million
and $1.1 million, respectively, for the Argentine peso.


                                                       78



Foreign Currency Exchanged Gains (Losses) in Accumulated
Other Comprehensive Income by Currency:                          June 30,          Dec 31,
($ amounts in millions)                                            2004             2003           Change
                                                              ---------------  --------------- ---------------

British pound sterling.....................................    $       19.7     $       19.2    $        0.5
Argentine peso.............................................            (8.7)            (8.8)            0.1
Other......................................................            (0.1)            (0.1)           --
                                                              ---------------  --------------- ---------------
Total gains................................................    $       10.9     $       10.3    $        0.6
                                                              ===============  =============== ===============




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ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. We have developed controls and procedures to ensure that
information required to be disclosed by us in reports we file or submit pursuant to the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in the rules and forms of the
SEC. Based on their review, our Chief Executive Officer and Chief Financial Officer each concluded that our
disclosure controls and procedures, as in effect on June 30, 2004, were effective, both in design and
operation, for achieving the foregoing purpose.

Changes in Internal Control over Financial Reporting. During the three months ended on June 30, 2004, there
were no changes in our internal control over financial reporting that have materially affected, or are
reasonably like to materially affect, our internal control over financial reporting.




                                                       80



PART II.
                                               OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

General

We are regularly involved in litigation, both as a defendant and as a plaintiff. The litigation naming us as a
defendant ordinarily involves our activities as an insurer, employer, investment advisor, investor or
taxpayer. Several current proceedings are discussed below. In addition, state regulatory bodies, the
Securities and Exchange Commission, or SEC, the National Association of Securities Dealers, Inc., and other
regulatory bodies regularly make inquiries of us and, from time to time, conduct examinations or
investigations concerning our compliance with, among other things, insurance laws, securities laws, and laws
governing the activities of broker-dealers. For example, during 2003 the New York State Insurance Department
began its routine quinquennial financial and market conduct examination of Phoenix Life and its New York
domiciled life insurance subsidiary and currently, the regional offices of the SEC are conducting compliance
examinations of our mutual fund, variable annuity and mutual fund transfer agent operations. We continue to
actively cooperate with both regulators.

Recently, there has been a significant increase in federal and state regulatory activity relating to financial
services companies, particularly mutual fund companies. These regulatory inquiries have focused on a number of
mutual fund issues, including market timing, late trading and valuation issues. We, like many others in the
financial services industry, have received requests for information from the SEC and state authorities, in
each case requesting documentation and other information regarding various mutual fund regulatory issues.

A number of companies have announced settlements of enforcement actions with various regulatory agencies,
primarily the SEC and the New York Attorney General's Office. While no such action has been initiated against
us, it is possible that one or more regulatory agencies may pursue an action against us in the future.

These types of lawsuits and regulatory actions may be difficult to assess or quantify, may seek recovery of
indeterminate amounts, including punitive and treble damages, and the nature and magnitude of their outcomes
may remain unknown for substantial periods of time. While it is not feasible to predict or determine the
ultimate outcome of all pending investigations and legal proceedings or to provide reasonable ranges of
potential losses, we believe that their outcomes are not likely, either individually or in the aggregate, to
have a material adverse effect on our consolidated financial condition, after consideration of available
insurance and reinsurance and the provisions made in our consolidated financial statements. However, given the
large or indeterminate amounts sought in certain of these matters and litigation's inherent unpredictability,
it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse
effect on our results of operations or cash flows.

Discontinued Reinsurance Business

During 1999, our Life Companies placed their remaining group accident and health reinsurance business into
run-off, adopting a formal plan to terminate the related contracts as early as contractually permitted and not
entering into any new contracts. As part of the decision to discontinue these reinsurance operations, we
reviewed the run-off block and estimated the amount and timing of future net premiums, claims and expenses. We
also purchased finite aggregate excess-of-loss reinsurance, or finite reinsurance, to further protect us from
unfavorable results from this discontinued business.

We have established reserves for claims and related expenses that we expect to pay on our discontinued group
accident and health reinsurance business. These reserves are based on currently known facts and estimates
about, among other things, the amount of insured losses and expenses that we believe we will pay, the period
over which


                                                       81



they will be paid, the amount of reinsurance we believe we will collect under our finite reinsurance, the
amounts we believe we will collect from our retrocessionaires and the likely legal and administrative costs of
winding down the business.

Our total reserves, including coverage available from our finite reinsurance and reserves for amounts
recoverable from retrocessionaires, were $160.0 million as of June 30, 2004. Our total amounts recoverable
from retrocessionaires related to paid losses were $145.0 million as of June 30, 2004. We did not recognize
any gains or losses related to our discontinued group accident and health reinsurance business during the six
months ended June 30, 2004 and 2003.

Our Life Companies are involved in disputes relating to reinsurance arrangements under which they reinsured
group accident and health risks. The first of these involves contracts for reinsurance of the life and health
carveout components of workers compensation insurance arising out of a reinsurance pool created and formerly
managed by Unicover Managers, Inc., or Unicover. In one of those, the arbitration panel issued its decision on
October 8, 2002 and confirmed the award on January 4, 2003. The financial implications of this decision are
consistent with our Life Companies' current financial provisions. In our capacity as a retrocessionaire of the
Unicover business, our Life Companies had an extensive program of our own reinsurance in place to protect us
from financial exposure to the risks we had assumed. We are currently involved in separate arbitration
proceedings with three of our own retrocessionaires, which have sought on various grounds to avoid paying any
amounts to us or have reserved rights. In addition, Phoenix Life is involved in arbitrations and negotiations
pending in the United Kingdom between multiple layers of reinsurers and reinsureds relating to transactions in
which it participated involving certain personal accident excess-of-loss business reinsured in the London
market. See Note 11 to our consolidated financial statements in this Form 10-Q for more information.

In light of our provisions for our discontinued reinsurance operations through the establishment of reserves
and the finite reinsurance, based on currently available information, we do not expect these operations,
including the proceedings described above, to have a material adverse effect on our consolidated financial
position. However, given the large and/or indeterminate amounts involved and the inherent unpredictability of
litigation, it is not possible to predict with certainty the ultimate impact on us of all pending matters or
of our discontinued reinsurance operations.

ITEM 2.  CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY COMMITMENTS

(a)  Not applicable.

(b)  Not applicable.

(c)  During the second quarter of 2004, we issued 9,184 restricted stock units or RSUs, to 10 of our
     independent directors, without registration under the Securities Exchange Act of 1934 in reliance on the
     exemption under Regulation D for accredited investors. Each RSU is potentially convertible into one share
     of our common stock.

(d)

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.



                                                       82



ITEM 5.  OTHER INFORMATION

(a)

(b)  No material changes.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

        3.1      Form of Amended and Restated Certificate of Incorporation of The Phoenix Companies, Inc.
                 (incorporated herein by reference to Exhibit 3.1 to The Phoenix Companies, Inc. Registration
                 Statement on Form S-l (Registration No. 333-73896), filed on November 21, 2001, as amended)

        3.2      Form of By-Laws of The Phoenix Companies, Inc. (incorporated herein by reference to Exhibit
                 3.1 to The Phoenix Companies, Inc. Registration Statement on Form S-l (Registration No.
                 333-73896), filed on November 21, 2001, as amended)

       10.1      Phoenix Home Life Mutual Insurance Company Long-term Incentive Plan (incorporated herein by
                 reference to Exhibit 10.1 to The Phoenix Companies, Inc. Registration Statement on Form S-l
                 (Registration No. 333- 55268), filed on February 9, 2001, as amended)

       10.2      The Phoenix Companies, Inc. Stock Incentive Plan (incorporated herein by reference to Exhibit
                 10.2 to The Phoenix Companies, Inc. Registration Statement on Form S-l (Registration No.
                 333-55268), filed on February 9, 2001, as amended)

       10.3      Phoenix Home Life Mutual Insurance Company Mutual Incentive Plan (incorporated herein by
                 reference to Exhibit 10.3 to The Phoenix Companies, Inc. Registration Statement on Form S-1
                 (Registration No. 333- 55268), filed on February 9, 2001, as amended)

       10.4      The Phoenix Companies, Inc. Directors Stock Plan (incorporated herein by reference to Exhibit
                 10.4 to The Phoenix Companies, Inc. Registration Statement on Form S-l (Registration No.
                 333-55268), filed on February 9, 2001, as amended)

       10.5      Phoenix Home Life Mutual Insurance Company Excess Benefit Plan (incorporated herein by
                 reference to Exhibit 10.5 to The Phoenix Companies, Inc. Registration Statement on Form S-l
                 (Registration No. 333- 55268), filed on February 9, 2001, as amended)

       10.6      Amendment to Phoenix Home Life Mutual Insurance Company Excess Benefit Plan (incorporated
                 herein by reference to Exhibit 10.6 to The Phoenix Companies, Inc. Registration Statement on
                 Form 8-1 (Registration No. 333-55268), filed on February 9, 2001, as amended)

       10.7      Second Amendment to Phoenix Home Life Mutual Insurance Company Excess Benefit Plan
                 (incorporated herein by reference to Exhibit 10.1 to The Phoenix Companies, Inc. Registration
                 Statement on Form S-l (Registration No. 333-55268), filed on February 9, 2001, as amended)

       10.8      Third Amendment to The Phoenix Companies, Inc. Excess Benefit Plan, as amended and restated
                 effective January 1, 1988 (incorporated herein by reference to Exhibit 10.8 to The Phoenix
                 Companies, Inc. annual report of Form 10-K filed March 27, 2001)

       10.9      Fourth Amendment to The Phoenix Companies, Inc. Excess Benefit Plan, as amended and restated
                 effective January 1994 (incorporated herein by reference to Exhibit 10.9 to The Phoenix
                 Companies, Inc. annual report of Form 10-K filed March 27, 2001)


                                                       83



       10.10     Phoenix Home Life Mutual Insurance Company Excess Investment Plan (incorporated herein by
                 reference to Exhibit 10.8 to The Phoenix Companies, Inc. Registration Statement on Form S-1
                 (Registration No. 333- 55268), filed on February 9, 2001, as amended)

       10.11     Amendment to Phoenix Home Life Mutual Insurance Company Excess Investment Plan (incorporated
                 herein by reference to Exhibit 10.9 to The Phoenix Companies, Inc. Registration Statement on
                 Form S-1 (Registration No. 333-55268), filed on February 9, 2001, as amended)

       10.12     Second Amendment to Phoenix Home Life Mutual Insurance Company Excess Investment Plan
                 (incorporated herein by reference to Exhibit 10.10 to The Phoenix Companies, Inc.
                 Registration Statement on Form S-l (Registration No. 333-55268), filed on February 9, 2001,
                 as amended)

       10.13     Third Amendment to Phoenix Home Life Mutual Insurance Company Excess Investment Plan
                 (incorporated herein by reference to Exhibit 10.11 to The Phoenix Companies, Inc.
                 Registration Statement on Form S-1 (Registration No. 333-55268), filed on February 9, 2001,
                 as amended)

       10.14     The Phoenix Companies, Inc. Nonqualified Supplemental Executive Retirement Plan, as amended
                 and restated effective January 1, 2003 (incorporated herein by reference to Exhibit 10.14 to
                 The Phoenix Companies, Inc. annual report in Form 10-K filed March 21, 2003)

       10.15     Phoenix Investment Partners 2001 Phantom Option Plan (incorporated herein by reference to
                 Exhibit 10.15 to The Phoenix Companies, Inc. annual report in Form 10-K filed March 21, 2003)

       10.16     Phoenix Investment Partners 2002 Phantom Option Plan (incorporated herein by reference to
                 Exhibit 10.16 to The Phoenix Companies, Inc. annual report in Form 10-K filed March 21, 2003)

       10.17     Phoenix Investment Partners, Ltd 2002 Management Incentive Plan - Corporate (incorporated
                 herein by reference to Exhibit 10.17 to The Phoenix Companies, Inc. annual report in Form
                 10-K filed March 21, 2003)

       10.18     Phoenix Investment Partners, Ltd 2002 - Associate Incentive Plan (incorporated herein by
                 reference to Exhibit 10.18 to The Phoenix Companies, Inc. annual report in Form 10-K filed
                 March 21, 2003)

       10.19     Phoenix Investment Partners, Ltd 2002 Investment Incentive Plan - DPIM Fixed Income
                 (incorporated herein by reference to Exhibit 10.19 to The Phoenix Companies, Inc. annual
                 report in Form 10-K filed March 21, 2003)

       10.20     The Phoenix Companies, Inc. 2003 Restricted Stock, Restricted Stock Unit and Long-Term
                 Incentive Plan (incorporated herein by reference to Exhibit B to The Phoenix Companies, Inc.
                 2003 Proxy Statement, filed on March 21, 2003)

       10.21     Stockholder Rights Agreement dated as of June 19, 2001 (incorporated herein by reference to
                 Exhibit 10.24 to The Phoenix Companies, Inc. Registration Statement on Form S-l (Registration
                 No. 333-73896), filed on November 21, 2001, as amended)

       10.22     Binder of Reinsurance dated as of September 30, 1999, between Phoenix Home Life Mutual
                 Insurance Company, American Phoenix Life & Reassurance Company and European Reinsurance
                 Company of Zurich (Bermuda Branch)(+) (incorporated herein by reference to Exhibit 10.36 to
                 The Phoenix Companies, Inc. Registration Statement on Form S-1 (Registration No. 333-55268),
                 filed on February 9, 2001, as amended)


                                                       84



       10.23     Amendment No. 1 dated as of February 1, 2000, to the Binder of Reinsurance, dated as of
                 September 30, 1999, between Phoenix Home Life Mutual Insurance Company, American Phoenix Life
                 & Reassurance Company and European Reinsurance Company of Zurich (Bermuda Branch) (+)
                 (incorporated herein by reference to Exhibit 10.37 to The Phoenix Companies, Inc.
                 Registration Statement on Form S-l (Registration No. 333-55268), filed on February 9, 2001,
                 as amended)

       10.24     Acquisition Agreement dated as November 10, 1999, between Selling Management Shareholders,
                 Aberdeen Asset Management PLC, The Standard Life Assurance Co., The Non-Selling Management
                 Shareholders, Lombard International Assurance SA and PM Holdings, Inc. (incorporated herein
                 by reference to Exhibit 10.43 to The Phoenix Companies, Inc. Registration Statement on Form
                 S-l (Registration No. 333-55268), filed on February 9, 2001, as amended)

       10.25     Subordination Agreement dated as of June 11, 2001 between Phoenix Home Life Mutual Insurance
                 Company and Phoenix Investment Partners, Ltd. (incorporated herein by reference to Exhibit
                 10.64 to The Phoenix Companies, Inc. Registration Statement on Form S-l (Registration No.
                 333-55268), filed on February 9, 2001, as amended)

       10.26     Standstill Agreement dated May 18, 2001, between The Phoenix Companies, Inc. and State Farm
                 Mutual Insurance Company (incorporated herein by reference to Exhibit 4.2 to The Phoenix
                 Companies, Inc. Registration Statement on Form S-1 (Registration No. 333-55268), filed on
                 February 9, 2001, as amended)

       10.27     Shareholder's Agreement dated as of June 19, 2001, between The Phoenix Companies, Inc. and
                 State Farm Mutual Insurance Company (incorporated herein by reference to Exhibit 10.56 to The
                 Phoenix Companies, Inc. Registration Statement on Form S-1 (Registration No. 333-73896),
                 filed on November 21, 2001, as amended)

       10.28     Acquisition Agreement, dated as of November 12, 2001, by and among Kayne Anderson Rudnick
                 Investment Management, LLC, the equity holders named therein and Phoenix Investment Partners,
                 Ltd. (incorporated herein by reference to Exhibit 10.57 to The Phoenix Companies, Inc.
                 Registration Statement on Form S-1 (Registration No. 333-73896), filed on November 21, 2001,
                 as amended)

       10.29     Subordination Agreement dated as of December 27, 2001 between The Phoenix Companies, Inc. and
                 Phoenix Investment Partners, Ltd. (incorporated herein by reference to Exhibit 10.64 to The
                 Phoenix Companies, Inc. annual report on Form 10-K filed March 27, 2002)

       10.30     Subordination Agreement dated as of January 29, 2002 between The Phoenix Companies, Inc. and
                 Phoenix Investment Partners, Ltd. (incorporated herein by reference to Exhibit 10.65 to The
                 Phoenix Companies, Inc. annual report on Form 10-K filed March 27, 2002)

       10.31     Credit Agreement dated as of December 22, 2003 between The Phoenix Companies, Inc., Phoenix
                 Life Insurance Company, Phoenix Investment Partners, Ltd. and various financial institutions
                 (incorporated herein by reference to Exhibit 10.33 to The Phoenix Companies, Inc. annual
                 report on Form 10-K filed March 22, 2004)

       10.32     Technical Amendment to Credit Agreement dated as of April 16, 2004 by and among The Phoenix
                 Companies, Inc., Phoenix Life Insurance Company, Phoenix Investment Partners, Ltd. and
                 various financial institutions (incorporated herein by reference to Exhibit 10.34 to The
                 Phoenix Companies, Inc. quarterly report on Form 10-Q dated May 10, 2004)

       10.33     Executive Employment Agreement dated as of January 1, 2003, between The Phoenix Companies,


                                                       85



                 Inc. and Dona D. Young (incorporated herein by reference to Exhibit 99.1 to The Phoenix
                 Companies, Inc. current report on Form 8-K dated January 1, 2003)

       10.34     Employment Continuation Agreement dated January 1, 2003, between The Phoenix Companies, Inc.
                 and Dona D. Young (incorporated herein by reference to Exhibit 99.2 to The Phoenix Companies,
                 Inc. current report on Form 8-K dated January 1, 2003)

       10.35     Restricted Stock Units Agreement dated as of January 25, 2003, between The Phoenix Companies,
                 Inc. and Dona D. Young (incorporated herein by reference to Exhibit 10.1 to The Phoenix
                 companies, Inc. quarterly report on Form 10-Q filed August 14, 2003)

       10.36     Change in Control Agreement dated as of November 6, 2000, between Phoenix Home Life Mutual
                 Insurance Company and Michael J. Gilotti (incorporated herein by reference to Exhibit 10.50
                 to The Phoenix Companies, Inc. annual report on Form 10-K filed March 21, 2003)

       10.37     Severance Agreement dated December 20, 2000, between Phoenix Home Life Mutual Insurance
                 Company and Michael J. Gilotti (incorporated herein by reference to Exhibit 10.51 to The
                 Phoenix Companies, Inc. annual report on Form 10-K filed March 21, 2003)

       10.38     Change in Control Agreement dated as of January 1, 2003, between The Phoenix Companies, Inc.
                 and Michael J. Gilotti (incorporated herein by reference to Exhibit 10.52 to The Phoenix
                 Companies, Inc. annual report on Form 10-K filed March 21, 2003)

       10.39     2002 Incentive Plan for Michael J. Gilotti (incorporated herein by reference to Exhibit 10.53
                 to The Phoenix Companies, Inc. annual report on Form 10-K filed March 21, 2003)

       10.40     Change in Control Agreement dated as of February 1, 2001, between Phoenix Investment
                 Partners, Ltd. and Michael E. Haylon (incorporated herein by reference to Exhibit 10.54 to
                 The Phoenix Companies, Inc. annual report on Form 10-K filed March 21, 2003)

       10.41     Severance Agreement dated as of February 1, 2001, between Phoenix Investment Partners, Ltd.
                 and Michael E. Haylon (incorporated herein by reference to Exhibit 10.55 to The Phoenix
                 Companies, Inc. annual report on Form 10-K filed March 21, 2003)

       10.42     Change in Control Agreement dated as of January 1, 2003, between The Phoenix Companies, Inc.
                 and Michael E. Haylon (incorporated herein by reference to Exhibit 10.56 to The Phoenix
                 Companies, Inc. annual report on Form 10-K filed March 21, 2003)

       10.43     Offer Letter dated April 14, 2003 by The Phoenix Companies, Inc. to Daniel T. Geraci
                 (incorporated herein by reference to Exhibit 10.2 to The Phoenix Companies, Inc. quarterly
                 report on Form 10-Q filed August 14, 2003)

       10.44     Change in Control Agreement dated as of May 12, 2003, between The Phoenix Companies, Inc. and
                 Daniel T. Geraci (incorporated herein by reference to Exhibit 10.3 to The Phoenix Companies,
                 Inc. quarterly report on Form 10-Q filed August 14, 2003)

       10.45     Restricted Stock Units Agreement dated as of May 12, 2003 between The Phoenix Companies, Inc.
                 and Daniel T. Geraci (incorporated herein by reference to Exhibit 10.4 to The Phoenix
                 Companies, Inc. quarterly report on Form 10-Q filed August 14, 2003)

       10.46     Offer Letter dated February 9, 2004, by The Phoenix Companies, Inc. to Philip K. Polkinghorn
                 (incorporated herein by reference to Exhibit 10.50 to The Phoenix Companies, Inc. annual
                 report on Form 10-K filed March 22, 2004)


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       10.47     Change in Control Agreement dated as of March 8, 2004, between The Phoenix Companies, Inc.
                 and Philip K. Polkinghorn (incorporated herein by reference to Exhibit 10.52 to The Phoenix
                 Companies, Inc. quarterly report on Form 10-Q dated May 10, 2004)

       10.48     Restricted Stock Units Agreement dated as of March 8, 2004 between The Phoenix Companies,
                 Inc. and Philip K. Polkinghorn (incorporated herein by reference to Exhibit 10.53 to The
                 Phoenix Companies, Inc. quarterly report on Form 10-Q dated May 10, 2004)

       10.49     Technology Services Agreement effective as of July 29, 2004 by and among Phoenix Life
                 Insurance Company, Electronic Data Systems Corporation and EDS Information Services, L.L.C.*

          12     Ratio of Earnings to Fixed Charges*

        31.1     Certification of Dona D. Young, Chief Executive Officer, pursuant to Section 302 of the
                 Sarbanes-Oxley Act of 2002*

        31.2     Certification of Michael E. Haylon, Chief Financial Officer, pursuant to Section 302 of the
                 Sarbanes-Oxley Act of 2002*

          32     Certification by Dona D. Young, Chief Executive Officer and Michael E. Haylon, Chief
                 Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

________________________

           *     Filed herewith

         (+)     Portions subject to confidential treatment request

     Phoenix will furnish any exhibit upon the payment of a reasonable fee, which fee shall be limited to
     Phoenix's reasonable expenses in furnishing such exhibit.

(b)  Reports

     During the three months ended June 30, 2004, we filed the following reports on Form 8-K:

     •   Filed May 4, 2004, containing The Phoenix Companies, Inc. earnings release for the quarter ended
         March 31, 2004.

     •   Filed May 6, 2004, containing The Phoenix Companies, Inc. Financial Supplement for the quarter ended
         March 31, 2004.




                                                       87




                                                   Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.

                                                          THE PHOENIX COMPANIES, INC.

Date:    August 9, 2004                                   By:   /s/ Michael E. Haylon

                                                          Michael E. Haylon, Executive Vice President
                                                           and Chief Financial Officer






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EX-99.10.49

                                                Exhibit 10.49

                                        Technology Services Agreement


















               __________________________________________________________________________________








                                         Technology Services Agreement

                                                  by and among

                                         Phoenix Life Insurance Company

                                      Electronic Data Systems Corporation

                                                      and

                                        EDS Information Services, L.L.C.









               __________________________________________________________________________________



Phoenix Confidential
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                                                     Table of Contents

1.       Background and Objectives............................................................................1
   1.1     Background and Objectives..........................................................................1
   1.2     Construction.......................................................................................2
2.       Definitions..........................................................................................2
   2.1     Certain Definitions................................................................................2
   2.2     Inclusion of Affiliates in Definition of Phoenix and Vendor.......................................14
   2.3     Other Defined Terms...............................................................................14
3.       Services............................................................................................14
   3.1     General...........................................................................................14
   3.2     Implied Services..................................................................................15
   3.3     Services Evolution................................................................................15
   3.4     Services Variable in Scope and Volume.............................................................16
   3.5     Post-Effective Date Adjustments...................................................................16
   3.6     Services Performed by Phoenix or Third Parties....................................................16
   3.7     Overview of Services..............................................................................17
   3.8     Transition........................................................................................17
   3.9     Phoenix Standards.................................................................................18
   3.10       End Users of the Services......................................................................18
   3.11       Projects.......................................................................................19
   3.12       Non-U.S. Resources.............................................................................19
   3.13       Services Impacted by Katz......................................................................19
4.       Term of Agreement...................................................................................19
   4.1     Term..............................................................................................19
   4.2     Extension of Term.................................................................................19
5.       Personnel...........................................................................................20
   5.1     Key Vendor Positions..............................................................................20
   5.2     Transitioned Personnel............................................................................21
   5.3     Qualifications, Retention and Removal of Vendor Personnel.........................................22
6.       Responsibility for Resources........................................................................23
   6.1     Generally.........................................................................................23
   6.2     Acquired Equipment................................................................................23
   6.3     Financial Responsibility for Equipment............................................................24
   6.4     Equipment Access and Operational and Administrative Responsibility................................24
   6.5     Financial Responsibility for Software.............................................................25
   6.6     Third-Party Service Contracts.....................................................................26
   6.7     Required Consents.................................................................................27
   6.8     Straddle Agreements...............................................................................27
   6.9     Allocation of Balloon, Roll-Over and Similar Payments.............................................27
   6.10       Equipment Disposed of or Purchased or Leased by Phoenix between the Effective Date and
   a Service Tower Commencement Date.........................................................................28
7.       Software and PropRietary Rights.....................................................................28
   7.1     Phoenix Software..................................................................................28
   7.2     Vendor Software...................................................................................29
   7.3     Third-Party Software..............................................................................30
   7.4     Rights in Newly Developed Software and Other Materials............................................31
   7.5     Export............................................................................................33
8.       Phoenix office space................................................................................33
   8.1     Phoenix Obligations...............................................................................33
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   8.2     Vendor Obligations within Phoenix Office Space....................................................34
9.       Service Levels......................................................................................35
   9.1     General...........................................................................................35
   9.2     Failure to Perform................................................................................35
   9.3     Critical Service Levels and Service Level Credits.................................................36
   9.4     Priority of Recovery Following Interruption of Services...........................................36
   9.5     User Satisfaction.................................................................................36
   9.6     Periodic Reviews..................................................................................37
   9.7     Measurement and Reporting.........................................................................37
10.      Project and Contract Management.....................................................................37
   10.1       Steering Committee.............................................................................37
   10.2       Reports........................................................................................37
   10.3       Meetings.......................................................................................38
   10.4       Procedures Manual..............................................................................39
   10.5       Change Control.................................................................................39
   10.6       Subcontracting.................................................................................42
   10.7       Technology Planning and Budgeting..............................................................43
   10.8       Quality Assurance and Improvement Programs.....................................................45
   10.9       Coordination of Additional Marketing to Phoenix................................................45
   10.10      Releases Void..................................................................................46
11.      Audits, Record Retention............................................................................46
   11.1       Financial Reporting............................................................................46
   11.2       Audit Rights...................................................................................46
   11.3       Vendor Internal Controls.......................................................................49
   11.4       Audit Follow-up................................................................................49
   11.5       Records Retention..............................................................................50
   11.6       Discovery of Overcharge of Phoenix.............................................................50
12.      Phoenix Responsibilities............................................................................51
   12.1       Responsibilities...............................................................................51
   12.2       Savings Clause.................................................................................51
13.      Charges.............................................................................................51
   13.1       General........................................................................................51
   13.2       Pass-Through Expenses..........................................................................51
   13.3       Incidental Expenses............................................................................52
   13.4       Taxes..........................................................................................52
   13.5       Extraordinary Events...........................................................................54
   13.6       New Services...................................................................................54
   13.7       Benchmarks for Cost of Services................................................................56
14.      Invoicing and Payment...............................................................................58
   14.1       Invoicing......................................................................................58
   14.2       Payment Due....................................................................................58
   14.3       Accountability.................................................................................59
   14.4       Proration......................................................................................59
   14.5       Prepaid Amounts................................................................................59
   14.6       Refunds and Credits............................................................................59
   14.7       Deduction......................................................................................59
   14.8       Disputed Charges...............................................................................60
15.      Safeguarding of Data; Confidentiality...............................................................60
   15.1       General........................................................................................60
   15.2       Safeguarding Phoenix Data......................................................................60
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   15.3       Confidential Information.......................................................................62
   15.4       Corporate Information Risk Controls............................................................64
16.      Representations, Warranties and Covenants...........................................................66
   16.1       General........................................................................................66
   16.2       Work Standards.................................................................................66
   16.3       Maintenance....................................................................................66
   16.4       Efficiency and Cost Effectiveness..............................................................66
   16.5       Technology.....................................................................................67
   16.6       Non-Infringement...............................................................................67
   16.7       Authorization and Other Consents...............................................................67
   16.8       Inducements....................................................................................68
   16.9       Viruses........................................................................................68
   16.10      Disabling Code.................................................................................68
   16.11      Deliverables...................................................................................68
   16.12      Software Ownership or Use......................................................................69
   16.13      Other..........................................................................................69
   16.14      Application....................................................................................70
   16.15      Disclaimer.....................................................................................70
17.      Insurance...........................................................................................70
   17.1       Insurance Coverages............................................................................70
   17.2       Insurance Provisions...........................................................................71
18.      Indemnities.........................................................................................72
   18.1       Vendor Indemnities.............................................................................72
   18.2       Phoenix Indemnities............................................................................74
   18.3       Infringement...................................................................................76
   18.4       Indemnification Procedures.....................................................................77
19.      Liability...........................................................................................78
   19.1       General Intent.................................................................................78
   19.2       Liability Restrictions.........................................................................78
   19.3       Direct Damages.................................................................................79
   19.4       Duty to Mitigate...............................................................................79
   19.5       Force Majeure..................................................................................80
20.      Dispute Resolution..................................................................................81
   20.1       Informal Dispute Resolution Process............................................................81
   20.2       Litigation.....................................................................................82
   20.3       Binding Arbitration for Certain Pricing Disputes...............................................83
   20.4       Continued Performance..........................................................................84
   20.5       Governing Law..................................................................................84
21.      Termination.........................................................................................84
   21.1       Termination For Cause By Phoenix...............................................................84
   21.2       Termination by Vendor..........................................................................85
   21.3       Termination for Convenience by Phoenix.........................................................85
   21.4       Termination by Phoenix for Change of Control...................................................86
   21.5       Termination Due To Force Majeure Event.........................................................87
   21.6       Termination Due To Vendor's Insolvency and Related Events......................................87
   21.7       Financial Filings and Notice of Change of Financial Condition..................................87
   21.8       Extension of Termination Effective Date........................................................88
   21.9       Termination/Expiration Assistance..............................................................88
   21.10      Bid Assistance.................................................................................90
   21.11      Equitable Remedies.............................................................................91
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   21.12      Charge Adjustment..............................................................................91
22.      Compliance with Laws................................................................................91
   22.1       Compliance with Laws and Regulations Generally.................................................91
   22.2       Equal Employment Opportunity...................................................................92
   22.3       Occupational Safety And Health Act.............................................................92
   22.4       Hazardous Products or Components...............................................................92
   22.5       Fair Labor Standards Act.......................................................................93
   22.6       Liens..........................................................................................93
   22.7       Sarbanes-Oxley.................................................................................94
   22.8       International Considerations...................................................................95
   22.9       Privacy Laws...................................................................................95
23.      General.............................................................................................97
   23.1       Binding Nature and Assignment..................................................................97
   23.2       Mutually Negotiated............................................................................97
   23.3       Notices........................................................................................97
   23.4       Counterparts...................................................................................98
   23.5       Headings.......................................................................................98
   23.6       Relationship of Parties........................................................................98
   23.7       Severability...................................................................................99
   23.8       Consents and Approvals.........................................................................99
   23.9       Waiver of Default..............................................................................99
   23.10      Cumulative Remedies............................................................................99
   23.11      Survival.......................................................................................99
   23.12      Public Disclosures............................................................................100
   23.13      Use of Name...................................................................................100
   23.14      365(n)........................................................................................100
   23.15      Third Party Beneficiaries.....................................................................100
   23.16      Covenant of Good Faith........................................................................100
   23.17      Entire Agreement; Amendment...................................................................100





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                                               Table of Schedules
                                               ------------------
A     Statement of Work

B     Service Levels

C     Charges

D     Transitioned Personnel

E     Equipment Refresh

F     Intentionally Omitted

G     Third Party Contracts

H     Existing Equipment

I     Existing Systems Software

I-1   Existing Applications Software

J     Acquired Equipment

K     Holidays

L     Transition Plan

M     Business Associate Agreement

N     Approved Subcontractors

O     Form Quit Claim Bill of Sale

P     Phoenix Competitors

Q     Intentionally Omitted

R     Monthly Reports

S     Intentionally Omitted

T     Escrow Agreement

U-1   Technical Change Control Procedure

U-2   Contractual Change Control Procedure

V     Locations



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         TECHNOLOGY SERVICES AGREEMENT (the "Agreement"), made and effective as of July 29, 2004 (the
"Effective Date"), by and between Phoenix Life Insurance Company, a New York life insurance company currently
with offices at One American Row, Hartford, Connecticut 06102-5056 ("Phoenix"), EDS Information Services,
L.L.C. ("EIS"), a Delaware limited liability company with its principal place of business located at 5400
Legacy Drive, Plano, Texas, and Electronic Data Systems Corporation ("EDS"), a Delaware corporation with its
principal place of business located at 5400 Legacy Drive Plano Texas 75024. EIS and EDS shall be collectively
known as "Vendor".

1.       BACKGROUND AND OBJECTIVES

1.1      Background and Objectives.

         This Agreement is being made and entered into with reference to the following specific goals,
background and objectives:

         (a) Phoenix is a leading provider of wealth management products and services to individuals and
institutions. Currently Phoenix manages and operates its own information technology environment.

         (b) Vendor is in the business of providing information technology (IT) services, including
outsourcing, management consulting, network design, and systems integration.

         (c) Phoenix's current and future business is dependent upon IT solutions to deliver its products to
Phoenix's customers. Phoenix desires to enter into an outsourcing arrangement that will meet its business
objectives, which include:

              (i)       recognizing substantial cost savings (by virtue of the performance of this Agreement by
the Parties) both initially and on an on-going basis;

              (ii)      transferring ownership of Phoenix's IT assets to monetize such assets and significantly
reduce Phoenix administrative responsibilities;

              (iii)     restructuring and standardizing Phoenix's IT infrastructure and strengthening its IT
governance model;

              (iv)      delivering to Phoenix world class, evolving services, including through the provision
of IT skills, methods, practices and standards;

              (v)       enabling Phoenix to focus on its core competencies and on those activities which
provide it with a competitive advantage, recognizing that Phoenix's core business is dependent on Phoenix being
able to deliver information and related services to its customers;

              (vi)      establishing a flexible framework within which to quickly respond to evolving
technologies, competitive conditions, and changing Phoenix business needs;

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               (vii)    treating fairly Phoenix personnel being hired by Vendor and also providing such
personnel with meaningful jobs and a package of total compensation and benefits that is at least comparable to
that received from Phoenix;

               (viii)   attaining transparency and variability of Vendor pricing permitting Phoenix to fully
understand Vendor's charges and to implement a consumption-based expense structure where actual demand for the
services drives actual charges;

               (ix)     identifying means to improve services and reduce costs to Phoenix and to enable Phoenix
to improve and expand its information/database operations;

               (x)      providing for an uninterrupted transition of responsibility for performing the services
from Phoenix and its contractors to Vendor;

               (xi)     ensuring strong data security and disaster recovery capability; and

               (xii)    providing for an uninterrupted transition of responsibility for performing the Services
back to Phoenix or its designee(s) in connection with termination or expiration of this Agreement;

         (d) The Parties desire to promote a flexible business relationship between them that allows for and
encourages growth;

         (e) The Parties desire to collaborate for the overall success of this Agreement for both Parties; and

         (f) The Parties desire to provide an agreement and pricing structure that, as of the Effective Date,
is intended to allow Vendor to earn what it considers to be a reasonable profit commensurate in the IT
outsourcing industry with a transaction of a similar size and complexity to this Agreement.

1.2      Construction.

         This list of background, goals, and objectives is not intended to expand the scope of the Parties'
obligations under this Agreement, to alter pricing under this Agreement, or to alter the plain meaning of the
terms and conditions of this Agreement. However, to the extent the terms and conditions of this Agreement do
not address a particular circumstance or are otherwise unclear or ambiguous, those terms and conditions are to
be interpreted and construed so as to give effect to this Agreement as a whole and this list of objectives.

2.       DEFINITIONS

2.1      Certain Definitions.

         As used in this Agreement:

         (a) "Adjustment" shall have the meaning provided in Section 11.2(e).

         (b) "Acquired Equipment" shall have the meaning provided in Section 6.2(a).
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         (c) "Affected Employees" shall mean those employees of Phoenix set forth in Exhibit D-1 to Schedule D
(Transitioned Personnel).

         (d) "Affiliate" shall mean, with respect to any entity, any other entity Controlling, Controlled by,
or under common Control with, such entity at the time in question. At Phoenix's option, (i) an entity shall be
deemed to remain an Affiliate of Phoenix for twenty four (24) months after the date it ceases to be Controlled
by Phoenix and (ii) the purchaser of all or substantially all the assets of any line of business of Phoenix or
its Affiliates shall be deemed an Affiliate of Phoenix for twenty four (24) months after the date of purchase,
but only with respect to the business acquired. Phoenix shall be fully responsible for: (i) causing each
Affiliate and End User to comply with the provisions of this Agreement to the extent that Vendor performs the
Services for Affiliates and End Users, and (ii) payment of all of Vendor's Charges hereunder (including those
that may be invoiced to an Affiliate or any End User) and Vendor shall not be required to look to any Affiliate
or End User for payment of any invoice before seeking payment from Phoenix.

         (e) "Agreement" shall mean this Agreement, including its Schedules, exhibits, and appendices, as the
same may be amended by the Parties from time to time in accordance with Section 23.17.

         (f) "Applicable Law" shall mean any United States and non-United States federal, state or local law
(including common law), statute, ordinance, rule, regulation (including NASD rules, regulations and notices as
well as any and all rules, pronouncements and interpretations issued by self regulatory authorities), order,
decree writ, injunction, judgment, permit, governmental agreement, member advisory bulletins or decree of a
government entity applicable to a Party or entity or any such Party's or entity's subsidiaries, parents,
affiliates, properties, assets, or to such Party's officers, directors, managing directors, employees or agents
in their capacity as such and effective during the Term, including as they are changed, amended, supplemented
or newly added from time to time. As of the Effective Date, the Parties contemplate that all Services will be
performed wholly within the United States and, as a result, the Parties believe that no non-United States laws
are applicable as of the Effective Date.

         (g) "Applications Software" or "Applications" shall mean those programs and programming (including the
supporting documentation, media, on-line help facilities and tutorials) that perform specific user related data
processing in connection with the Services, (excluding Database Management Software only to the extent
reflected in Section 2.1(y)) including development tools specific to a particular item of Applications Software
that is provided by the licensor of such Applications Software. Application Software includes the Software
identified as such in Schedules G (Third Party Contracts) and I-1 (Existing Applications Software).

         (h) "Approved Subcontractors" shall mean those subcontractors of Vendor: (i) approved by Phoenix prior
to the Effective Date and identified in Schedule N (Approved Subcontractors); (ii) any other subcontractor(s)
approved by Phoenix in accordance with Section 10.6, and (iii) Affiliates of Vendor, unless and until (in each
case of (i) and (ii)) approval of such subcontractor is rescinded by Phoenix in accordance with Section 10.6.


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         (i) "Base Charges" " shall have the meaning provided in Section 2.1(b) of Schedule C (Charges).

         (j) "Benchmarker" shall have the meaning provided in Section 13.7(b).

         (k) "Best Practices" shall have the meaning provided in Section 10.8.

         (l) "Business Associate Agreement" shall mean the agreement, in the form annexed hereto as Schedule M
(Business Associate Agreement), entered into between Phoenix and Vendor simultaneously with this Agreement.

         (m) "Business Day" shall mean every day Monday through Friday other than those holidays set forth in
Schedule K (Holidays). In this Agreement references to days that do not specifically refer to Business Days are
references to calendar days and, unless otherwise provided, a period of more than seven (7) days that expires
on a day other than a Business Day shall be automatically extended to the next following Business Day.

         (n) "Charges" shall have the meaning provided in Section 13.1.

         (o) "Client Executive" shall mean the Vendor executive who interfaces with the Steering Committee,
manages the client relationship at a global level, drives service excellence by collaborating across Vendor
lines of business, and responds to issues and requirements from the implementation manager and program manager.

         (p) "Commercially Available Software" shall mean software provided or licensed to the public under
standard terms and conditions, early release or beta test versions of such software and any correction code
applied to such software in order to resume the proper operation of such software.

         (q) "Commercially Reasonable Efforts" shall mean: (i) with respect to Vendor, taking such steps and
performing in such a manner as a well managed IT business would undertake where such IT business was acting in
a determined, prudent and reasonable manner to achieve a particular desired result for its own benefit; and
(ii) with respect to Phoenix, taking such steps and performing in such a manner as a well managed business
would undertake where such business was acting in a determined, prudent and reasonable manner to achieve a
particular desired result for its own benefit.

         (r) "Confidential Information" shall have the meaning provided in Section 15.3(a).

         (s) "Contract Year" shall mean any twelve (12) month period commencing on the Effective Date or any
anniversary thereof.

         (t) "Contractual Change Control" shall have the meaning provided in Section 10.5(b).

         (u) "Control" and its derivatives mean with regard to any entity the legal, beneficial or equitable
ownership, directly or indirectly, of: (i) fifty percent (50%) or more of the capital stock (or other ownership
interest, if not a stock corporation) of
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such entity ordinarily having voting rights; or (ii)(A) twenty percent (20%) or more of the capital stock (or
other ownership interest, if not a stock corporation) and (B) either (1) a greater percentage than any other
juridical person or (2) management control by agreement.

         (v) "Critical Service Levels" shall have the meaning provided in Section 9.3.

         (w) "Data Hard IMAC" shall mean an installation, move, add or change to the data network connection
for a printer, desktop, laptop, or similar network-attached End User component that is performed on-site,
including all related software installation and configuration activities necessary to complete such
installation, move, add or change. Examples of a Data Hard IMAC include installing and labeling an interconnect
cable between a patch panel and a switch port in a wiring closet, installing a cross-connect via punch-down in
a wiring closet, terminating a structured cabling run on a data jack, and terminating a structured cabling run
on a patch panel or 66 block. An order for more than 20 Data Hard IMACs shall be treated as a Project.

         (x) "Data Soft IMAC" shall mean an installation, move, add or change to the data network connection
for a printer, desktop, laptop, or similar network-attached End User component that is performed remotely. A
Data Soft IMAC does not include remote installation and configuration activities required to complete a Data
Hard IMAC. An example of a Data Soft IMAC includes identifying and configuring/enabling a switch port for a
printer, desktop, laptop, or similar network-attached End User component. An order for more than 40 Data Soft
IMACs shall be treated as a Project.

         (y) "Database Management Software" shall mean computer programs designed to create and administer a
database, and store, modify and extract structured data from that database on behalf of numerous users. For the
purposes of this Agreement, the Parties respective roles and responsibilities with respect to Database
Management Software shall be as reflected in Section 5.2 of Schedule A (Statement of Work). For all other
purposes, Database Management Software will be considered to be Applications Software.

         (z) "Deposit Materials" shall have the meaning provided in Section 7.2(c).

         (aa) "Desktop Hard IMAC" shall mean an installation, move, add or change to a network-attached printer
or desktop/laptop (including the system unit, monitor, keyboard, mouse, modem, docking station (for laptops),
and directly attached devices (including printers)) that is performed on-site, including all related software
installation and configuration activities necessary to complete such installation, move, add or change. Desktop
Hard IMACs shall include connecting the device to the data jack. Examples of a Desktop Hard IMAC include the
configuration and implementation of a new PC or related peripheral component, the relocation of a desktop,
laptop, or related peripheral equipment, and relocation of a network-attached printer. An order for more than
10 Desktop Hard IMACs shall be treated as a Project.

         (bb) "Desktop Soft IMAC" shall mean an installation, move, add or change to a network-attached printer
or desktop/laptop (including the system unit, monitor, keyboard, mouse, modem, docking station (for laptops),
and directly attached devices (including printers)), that is performed remotely. A Desktop Soft IMAC does not
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include remote software installation and configuration activities required to complete a Desktop Hard IMAC.
Examples of a Desktop Soft IMAC include the creation of a print queue on a server, creation or deletion of a
print queue on a desktop or laptop, movement of files to new local file/print server, and the
verification/modification of proper user and group access to all data drives and printers. An order for more
than 20 Desktop Soft IMACs shall be treated as a Project.

         (cc) "Dispute Date" shall have the meaning provided in Section 20.1(a)(i).

         (dd) "DM" shall have the meaning provided in Section 20.1(b).

         (ee) "Effective Date" shall have the meaning provided in the preamble to this Agreement.

         (ff) "Equipment" shall mean the computer and telecommunications equipment (without regard to which
entity owns or leases such equipment) used or managed by Vendor to provide the Services. Equipment includes the
following: (i) computer equipment, including associated attachments, features, accessories, peripheral devices,
front end devices, and other computer equipment, and (ii) telecommunications equipment, including private
branch exchanges, multiplexors, modems, CSUs/DSUs, hubs, bridges, routers, switches and other
telecommunications equipment.

         (gg) "Equipment Capital Costs" shall have the meaning provided in Section 6.3(a).

         (hh) "Equipment Operational Support Costs" shall have the meaning provided in Section 6.3(a).

         (ii) "End Users" shall have the meaning provided in Section 3.10(a).

         (jj) "Existing Equipment" shall mean, collectively, the Existing Owned Equipment and the Existing
Leased Equipment.

         (kk) "Existing Leased Equipment" shall mean Equipment leased by Phoenix or its Affiliates that exists
on the Effective Date and was being used by Phoenix or its Affiliates immediately prior to the Effective Date
in performing functions that are part of the Services. A list of Existing Leased Equipment is attached as
Schedule H (Existing Equipment). Schedule H (Existing Equipment)_shall be revised in accordance with Section
6.10 to include (or exclude) any Equipment that is acquired (or disposed of) by Phoenix during the period from
the Effective Date until the last Service Tower Commencement Date relating to such Existing Leased Equipment.

         (ll) "Existing Owned Equipment" shall mean Equipment owned by Phoenix or its Affiliates that exists on
the Effective Date and was being utilized by Phoenix or its Affiliates immediately prior to the Effective Date
in performing functions that are part of the Services. A list of Existing Owned Equipment is attached as
Schedule H (Existing Equipment). Schedule H (Existing Equipment) shall be revised in accordance with Section
6.10 to include (or exclude) any Equipment that is acquired (or disposed of) by Phoenix during the period from
the Effective Date until the last Service Tower Commencement Date relating to such Existing Owned Equipment.
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         (mm) "Existing Third Party Systems Software" shall mean Third Party Systems Software that exists on
the Effective Date and was being utilized by Phoenix or its Affiliates immediately prior to the Effective Date
in performing functions that form part of the Services. Existing Third Party Systems Software includes all
Existing Third Party Systems Software listed in Schedule I (Existing Systems Software), and any additional
Existing Third Party Systems Software, subject to the application of Section 3.5.

         (nn) "Extraordinary Event" shall have the meaning provided in Section 13.5(a).

         (oo) "Force Majeure Event" shall have the meaning provided in Section 19.5(a).

         (pp) "Hard IMAC" shall mean, as the context requires, either a Desktop Hard IMAC, Data Hard IMAC, or
Voice Hard IMAC.

         (qq) "Healthcare Laws" means Applicable Laws regarding the provision of healthcare services, including
HIPAA Regulations, Applicable Laws enacted under the Social Security Act and respecting the Health Care
Financing Administration (including to those respecting Medicare), and all Applicable Laws governing medical
confidentiality, including disclosure of AIDS or human immunodeficiency virus-related information.

         (rr) "Help Desk" shall have the meaning set forth in Section 2.1 of Schedule A (Statement of Work).

         (ss) "HIPAA Regulations" shall have the meaning given in Section 22.9(b).

         (tt) "Including" and its derivatives (such as "include" and "includes") means "including, without
limitation." This term is as defined, whether or not capitalized in this Agreement.

         (uu) "IMAC" shall mean, as the context requires, either a Hard IMAC or a Soft IMAC. Notwithstanding
anything to the contrary set forth herein, an IMAC shall not include: (1) any installation, move, add or change
performed pursuant to Problem Management activities; (2) any related infrastructure activities required to
perform an IMAC, such as any modifications to capacity and any installations, moves, adds or changes relating
to infrastructure equipment (including servers, PBXs, mainframes, routers, and switches); (3) any installation,
move, add or change performed for Vendor personnel (including subcontractors) and not requested by Phoenix; or
(4) Vendor's refresh obligations set forth in Schedule E (Equipment Refresh)..

         (vv) "Location(s)" shall mean the site(s) listed in Schedule V (Locations). Locations include Campus
Locations and Non-Campus Locations (as designated on Schedule V (Locations)).

         (ww) "Insurance Regulations" means Applicable Laws regarding Phoenix's insurance operations.

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         (xx) "Intellectual Property Rights" shall have the meaning provided in Section 7.4(a)(ii).

         (yy) "Interim Period" shall have the meaning provided in Section 6.10.

         (zz) "Interim Agreement" shall mean that certain letter agreement entered into between Phoenix and
Vendor and dated as of June 1, 2004.

         (aaa) "IT Laws" means Applicable Laws, other than Healthcare Laws, applicable to the provision of data
processing and information technology services.

         (bbb) "Key Vendor Positions" shall have the meaning provided in Section 5.1(a).

         (ccc) "Key Transitioned Employees" shall have the meaning provided in Section 5.2(b).

         (ddd) "Local Area Networks" or "LANs" shall mean the equipment, software, telecommunications
facilities, lines, wireless technology, interconnect devices (e.g., bridges, routers, hubs, switches,
gateways), wiring, cabling, and fiber that are used to create, connect, and transmit data, voice, and video
signals within and among Phoenix's network segments (e.g., Ethernet, token ring). LANs commence with the
interface to a Network interconnect device (e.g., router) and end with and include the LAN interface points
(e.g., network interface cards ("NICs")) that are in LAN-connected equipment (e.g., desktop equipment,
servers).

         (eee) "Losses" shall mean all losses, fines, punitive awards, monetary sanctions, restitution,
liabilities, damages and claims, payable to unaffiliated third parties and/or governmental or regulatory
agencies, and all related third-party costs and expenses including reasonable legal fees and disbursements and
costs of investigation, litigation, settlement, judgment, interest and penalties.

         (fff) "Monthly Performance Report" shall have the meaning provided in Section 10.2(b).

         (ggg) "New Services" shall have the meaning provided in Section 13.6.

         (hhh) "Network" shall mean the equipment, software, telecommunications facilities, lines, interconnect
devices, wiring, cabling and fiber that are used to create, connect and transmit data, voice and video signals
between and within: (i) Phoenix's LANs; (ii) Locations, and non-Phoenix locations that do business with Phoenix
and for which Vendor is responsible for providing connectivity. For the purposes of this Agreement, the Parties
agree and acknowledge that Vendor's scope of Services relating to the Network shall be set forth in Schedule A
(Statement of Work).

         (iii) "Non-Software Materials" shall have the meaning provided in Section 7.4(b).

         (jjj) "Notice of Election" shall have the meaning provided in Section 18.4(a).

         (kkk) "Out-of-Pocket Expenses" shall mean reasonable, demonstrable and actual out-of-pocket expenses
incurred by Vendor for labor, equipment, materials, supplies or services provided to or for Phoenix or its
Affiliates as identified in this
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Agreement or otherwise incurred in connection with performing the Services, but not including Vendor's overhead
costs (or allocations thereof), administrative expenses or other mark-ups. Where relevant in determining
Vendor's costs, Vendor's incremental costs shall be used and all charges shall be net of any discounts, and
allowances received by Vendor. The time and materials rates set forth in Exhibit C-5 to Schedule C (Charges)
shall be used to calculate the portion of Vendor's Out-of-Pocket Expenses attributable to labor performed by
Vendor Personnel.

         (lll) "Party" shall mean either Phoenix or Vendor and "Parties" shall mean both Phoenix and Vendor.

         (mmm) "Pass-Through Expenses" shall have the meaning provided in Section 13.2(a).

         (nnn) "Personally Identifiable Information" shall mean any personally identifiable information or any
nonpublic personal information, as those terms are defined under any Applicable Law, or any similar information
whether or not defined under any Applicable Law.

         (ooo) "Phoenix" shall have the meaning provided in the preamble to this Agreement, subject to Section
2.2(a).

         (ppp) "Phoenix Competitor" shall mean those entities engaged in the insurance or asset management
business as competitors of Phoenix as listed on Schedule P (Phoenix Competitors) as such Schedule may be
updated by Phoenix from time to time in its good faith reasonable discretion.

         (qqq) "Phoenix Confidential Information" shall have the meaning provided in Section 15.3(a).

         (rrr) "Phoenix Contract Executive" shall have the meaning provided in Section 12.1(a).

         (sss) "Phoenix Contractor Agreements" shall have the meaning provided in Section 5.2(c).

         (ttt) "Phoenix Contractor Personnel" shall have the meaning provided in Section 5.2(c).

         (uuu) "Phoenix Data" shall mean all information, whether or not Confidential Information, entered in
Software or Equipment by or on behalf of Phoenix and information derived from such information, including as
stored in or processed through the Equipment or Software, including Personally Identifiable Information.

         (vvv) "Phoenix Indemnitees" shall have the meaning provided in Section 18.1.

         (www) "Phoenix Office Space" shall have the meaning provided in Section 8.1(a).

         (xxx) "Phoenix Risk Control Requirements" shall have the meaning provided in Section 15.4(a).

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         (yyy) "Phoenix Software" shall mean Software owned by Phoenix or its Affiliates.

         (zzz) "Privacy Laws" means all Applicable Laws set forth in Section 22.9.

         (aaaa) "Privacy Rule" shall have the meaning provided in Section 22.9.

         (bbbb) "Problem" means any unplanned event that adversely affects Equipment, Software, or data or
services used, provided or made available by Vendor in connection with the Services.

         (cccc) "Procedures Manual" shall mean the standards and procedures manual described in Section10.4(a).

         (dddd) "Project" shall have the meaning provided in Section 6.1(a) of Schedule C (Charges).

         (eeee) "Project Plan" shall have the meaning provided in Section 6(e) of Schedule C (Charges).

         (ffff) "Required Consents" shall mean such consents as may be required or desirable for the assignment
to Vendor, or the grant to Vendor of rights of use, of resources otherwise provided for in this Agreement.

         (gggg) "Resource Volume Baseline" shall have the meaning given in Section 3.1(a) of Schedule C
(Charges).

         (hhhh) "Retained Phoenix Equipment" shall mean the Equipment listed on Schedule H (Existing
Equipment), excluding the Equipment listed on Schedule J (Acquired Equipment).

         (iiii) "Schedule" shall mean any of the schedules attached to this Agreement as the same may be
amended by the Parties from time to time in accordance with Section 23.17.

         (jjjj) "Security Plan" shall have the meaning provided in Section 15.2(b).

         (kkkk) "Services" shall have the meaning provided in Section 3.1.

         (llll) "Service Levels" shall have the meaning provided in Section 9.1.

         (mmmm) "Service Level Credits" shall have the meaning provided in Section 9.3.

         (nnnn) "Service Tower" shall have the meaning provided in the preamble of Schedule A (Statement of
Work).

         (oooo) "Service Tower Commencement Date" shall mean the date on which EDS is scheduled to commence the
provision of Services with respect to an applicable Service Tower (set forth in the Transition Plan), or such
other date(s) as mutually

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agreed by the parties. The Service Tower Commencement Date may be different for each Service Tower.

         (pppp) "Soft IMAC" shall mean, as the context requires, either a Desktop Soft IMAC, Data Soft IMAC, or
Voice Soft IMAC.

         (qqqq) "Software" shall (unless a more specific reference is provided) mean Applications Software and
Systems Software.

         (rrrr) "Software Capital Costs" shall have the meaning provided in Section 6.5(a).

         (ssss) "Software Operational Support Costs" shall have the meaning provided in Section 6.5(a).

         (tttt) "Steering Committee" shall have the meaning provided in Section 10.1.

         (uuuu) "Straddle Agreements" shall mean Third Party Service Contracts, leases of Equipment, and
licenses for Third Party Software existing on the Effective Date, including enterprise agreements, which relate
both to the Services and to assets and activities retained by Phoenix and its Affiliates that do not form a
part of the Services.

         (vvvv) "Systems Software" shall mean those programs and programming (including the supporting
documentation, media, on-line help facilities and tutorials), if any, that perform (i) tasks basic to the
functioning of the Equipment and which are required to operate the Applications Software; or (ii) tasks, other
than as performed by Applications Software, otherwise supporting the provision of the Services by Vendor.
Programs and programming supporting the Services that are not Applications Software shall be deemed to be
Systems Software. Systems Software includes the software listed in Schedule I (Existing Systems Software) and
any other mainframe and midrange operating systems, server operating systems, network operating systems,
systems utilities (including measuring and monitoring tools), data security software, middleware, development
tools (other than development tools specific to a particular item of Applications Software which is provided by
the licensor of such Applications Software) and telecommunications monitors.

         (wwww) "Technical Change Control Procedure" shall have the meaning provided in Section 10.5(a)(iii).

         (xxxx) "Technology Plan" shall have the meaning provided in Section 10.7(a).

         (yyyy) "Term" shall have the meaning specified in Section 4.1.

         (zzzz) "Termination/Expiration Assistance" shall have the meaning provided in Section 21.9(a).

         (aaaaa) "Third Party Service Contracts" shall mean those agreements pursuant to which a third party
was, immediately prior to the Effective Date, furnishing or providing services to Phoenix or its Affiliates
similar to the Services, including Phoenix contracts for the services of non-employee personnel to provide
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services similar to the Service prior to the Effective Date. Third Party Service Contracts include all Third
Party Service Contracts identified in Schedule G (Third Party Contracts), and any additional Third Party
Service Contracts, subject to the application of Section 3.5. Notwithstanding the foregoing, Third Party
Service Contracts do not include licenses, leases and other agreements under the Software and Proprietary
Rights section of this Agreement.

         (bbbbb) "Third Party Applications Software" shall mean Third Party Software that is Applications
Software.

         (ccccc) "Third Party Software" shall mean Software that is not Vendor Software or Phoenix Software.

         (ddddd) "Third Party Systems Software" shall mean Third Party Software that is Systems Software.

         (eeeee) "Transition" shall have the meaning set forth in Section 3.8.

         (fffff) "Transition Fee" shall have the meaning set forth in Section 5.6(a) of Schedule C (Charges).

         (ggggg) "Transition Plan" shall have the meaning set forth in Section 3.8.

         (hhhhh) "Transitioned Employees" shall have the meaning provided in Section 5.2(a).

         (iiiii) "Use" shall mean to use, copy, maintain, modify, enhance, or create derivative works.

         (jjjjj) "Vendor" shall have the meaning provided in the preamble to this Agreement, subject to Section
2.2(b).

         (kkkkk) "Vendor Applications Software Operational Support Services" shall consist of the following
activities with respect to Applications Software: As directed by Phoenix, (i) installing all such Software,
including updates, upgrades, patches, etc., as provided to Vendor by Phoenix and (ii) ensuring that such
Software operates within the IT environment managed by Phoenix in connection with the provision of the
Services.

         (lllll) "Vendor Business Processes" shall have the meaning provided in 7.4(b).

         (mmmmm) "Vendor Client Delivery Executive" shall have the meaning provided in Section 5.1(b).

         (nnnnn) "Vendor Competitor(s)" shall mean those entities engaged in the information technology
services business as competitors of Vendor, with such entities being listed below. Such listing may be updated
by Vendor from time to time in its good faith reasonable discretion. As of the Effective Date, Vendor
Competitors are: International Business Machines Corporation, Accenture, Ltd., Computer Sciences Corporation,
Affiliated Computer Services, Inc., Hewlett Packard Co., Cap Gemini Ernst & Young, Perot Systems Corp., CGI
Group, Inc. and Siemens AG.
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         (ooooo) "Vendor Indemnitees" shall have the meaning provided in Section 18.2.

         (ppppp) "Vendor Personnel" shall mean employees of Vendor and its approved subcontractors assigned to
perform the Services pursuant to this Agreement.

         (qqqqq) "Vendor Software" shall mean the Software that is owned or exclusively distributed by Vendor
or its Affiliates and that is used in provision of the Services.

         (rrrrr) "Virus" shall mean (i) program code, programming instruction or set of instructions
intentionally constructed with the ability to damage, interfere with or otherwise adversely affect computer
programs, data files or operations, whether or not technically known as a "virus" (e.g., worms, Trojan horses,
trap doors, etc.); or (ii) other code typically designated as a virus.

         (sssss) "Voice Hard IMAC" shall mean an installation, move, add or change to a telephone, a
telephone's associated station wiring, fax machine, or a voice cross-connect that is performed on-site,
including all related software installation and configuration activities necessary to complete such
installation, move, add or change. Voice Hard IMACs shall include connecting the device to the voice jack.
Examples of a Voice Hard IMAC include installing or moving a telephone or turret phone, installing a
cross-connect via punch-down in a wiring closet, and installing a cross-connect from a PBX to a LEC point of
entry or station site. An order for more than 10 Voice Hard IMACs shall be treated as a Project.

         (ttttt) "Voice Soft IMAC" shall mean an installation, move, add or change to a component of the voice
network that is performed remotely. A Voice Soft IMAC does not include remote software installation and
configuration activities required to complete a Voice Hard IMAC. Examples of a Voice Soft IMAC include setting
up a call pick-up group, configuring a new voice mailbox for one End User, assigning and activating a new
telephone extension for one End User, adding feature capabilities to a single telephone, and adding, modifying,
or removing PBX system features. An order for more than 30 Voice Soft IMACs shall be treated as a Project.

         (uuuuu) "Voice Premise Network" means the equipment, software, transmission facilities, interconnect
devices and wiring that are used to create, connect, and transmit voice communications between the public
switched telephone network and telephone handsets at each Phoenix network location. For the purposes of this
Agreement, the Parties agree and acknowledge that Vendor's scope of Services relating to the Voice Premise
Network shall be set forth in Schedule A (Statement of Work).

         (vvvvv) "Wide Area Network" or "WAN" means the equipment, software, transmission facilities,
interconnect devices, cabling and wireless technology that are used to create, connect and transmit data, voice
and video signals between and among Phoenix POPs. For the purposes of this Agreement, the Parties agree and
acknowledge that Vendor's scope of Services relating to the WAN shall be set forth in Schedule A (Statement of
Work).

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2.2      Inclusion of Affiliates in Definition of Phoenix and Vendor.

         (a) References to "Phoenix" in this Agreement include Affiliates of Phoenix in accordance with the
following: (i) a reference includes Affiliates of Phoenix where expressly so provided; (ii) except as expressly
provided references to Phoenix in the following definitions include Affiliates of Phoenix: Phoenix Data,
Phoenix Software, Existing Equipment, Existing Third Party Systems Software, Straddle Agreements and Third
Party Service Contracts; (iii) references to sale, assignment, grant or the like by Phoenix means Phoenix shall
perform the act for itself or cause Affiliates of Phoenix to perform the act for themselves; references to
assets being in the name of Phoenix include Affiliates of Phoenix; and (iv) references to the business,
operations, policies, procedures and the like of Phoenix include Affiliates of Phoenix to the extent such
Affiliates are receiving the Services. Subject to the foregoing, references to Phoenix shall include Affiliates
of Phoenix as Phoenix reasonably designates.

         (b) References to "Vendor" in this Agreement include Affiliates of Vendor in accordance with the
following: (i) a reference includes Affiliates of Vendor where expressly so provided; and (ii) where Services
are to be provided through an Affiliate of Vendor, references to Vendor include such Affiliate.

2.3      Other Defined Terms.

         Other terms used in this Agreement are defined where they are used and have the meanings there
indicated. Those terms, acronyms, and phrases utilized in the IT services industry or other pertinent business
context which are not otherwise defined herein shall be interpreted in accordance with their then-generally
understood meaning in such industry or business context.

3.       SERVICES

3.1      General.

         Beginning on the Effective Date (if required pursuant to the Transition Plan) and thereafter on each
applicable Service Tower Commencement Date, Vendor shall provide the following services, functions and
responsibilities, as they may evolve during the Term and as they may be supplemented, enhanced, modified or
replaced ("Services"):

         (a) The services, functions and responsibilities described in this Agreement and its Schedules; and

         (b) The information technology services, functions and responsibilities that are reasonably related to
the services, functions and responsibilities described in the Agreement, to the extent performed on a
consistent or routine basis during the twelve (12) months preceding the Effective Date by Affected Employees
and Phoenix Contractor Personnel who are (i) transitioned to Vendor, or (ii) displaced or whose functions were
displaced as a result of this Agreement, even if the service, function or responsibility so performed is not
specifically described in this Agreement. The applicability of this Section 3.1(b) shall not override the
Resource Units volumes and associated Charges in Exhibit C-2 to Schedule C (Charges).

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         (c) The Parties acknowledge that, pursuant to the Interim Agreement, Vendor has provided some of the
Services prior to the Effective Date. The Interim Agreement is terminated as of the Effective Date and the
provision of any Services provided under such Interim Agreement shall be governed by the terms and conditions
of this Agreement. Charges for services rendered to Phoenix under the Interim Agreement shall be credited as an
offset to the Transition Fee, as set forth in Section 5.6 of Schedule C (Charges).

3.2      Implied Services.

         If any services, functions, or responsibilities are required for the proper performance and provision
of the Services, regardless of whether they are specifically described in this Agreement, they shall be deemed
to be implied by and included within the scope of the Services to be provided by Vendor to the same extent and
in the same manner as if specifically described in this Agreement. Notwithstanding the foregoing, services,
functions, or responsibilities that are specifically excluded from the scope of Services under this Agreement
(such as responsibilities retained by Phoenix) shall not be deemed to be within the scope of the Services.

3.3      Services Evolution.

         Vendor shall cause the Services to evolve and to be modified, enhanced, supplemented and replaced as
necessary for the Services to keep pace with technological advances and advances in the methods of delivering
services, where such advances are at the time pertinent in general use within the IT services industry or among
Phoenix's competitors, including as practices evolve to comply with new or modified Applicable Laws. Such
evolution shall, at a minimum, be made so as to conform with the requirements for continuous improvement of
Service Levels as set forth in Schedule B (Service Levels). As an example, Services evolution shall include the
addition of functionality by Vendor as is made possible with new Equipment and Software utilized by Vendor
during the Term. Adjustments in Services in accordance with this Section shall be deemed to be included within
the scope of the Services to the same extent and in the same manner as if expressly described in this
Agreement. Notwithstanding anything to the contrary in this Section 3.3, the foregoing statement is not
intended to enlarge Vendor's obligations where evolutions in technology are specified in this Agreement (e.g.,
Equipment refresh, standards, configurations and Service Levels). For further clarification, the Parties
acknowledge that, from time to time, Vendor may make modifications to its shared services centers for the
benefit of a number of customers including Phoenix as a part of Vendor's normal course of business, including
modifications that are necessary to comply with new or modified Applicable Laws. As such modifications are made
by Vendor, although Phoenix would enjoy the benefit of the specific modifications at no additional charge,
there may be some planning and testing that needs to occur for the Phoenix information technology environment
which may result in some additional internal costs to Phoenix. Vendor will give Phoenix thirty (30) days
advance written notice if Vendor intends to make such modifications and shall advise Phoenix in such notice
what internal planning and testing it believes Phoenix will have to perform in connection with EDS's
implementation of such modifications. If Phoenix believes that the internal costs to Phoenix are unreasonably
large under the circumstances, the Parties will discuss the proposed modification prior to its implementation
to determine how and when the
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modification should be made. Any such proposed modification shall be subject to the Technical Change Control
Procedure.

3.4      Services Variable in Scope and Volume.

         The Services are variable in scope and volume. Such variations shall be provided for in the pricing
mechanisms set forth in this Agreement. Vendor shall not be entitled to receive an adjustment to the Charges
except as set forth this Agreement.

3.5      Post-Effective Date Adjustments.

         The Parties acknowledge that they have used reasonable efforts to develop complete lists in Schedule G
(Third Party Contracts) of all Existing Third Party Systems Software and Third Party Service Contracts.
However, the Parties acknowledge that certain items which would constitute Existing Third Party Systems
Software or Third Party Service Contracts may have been inadvertently omitted from those Schedules, or that the
Parties may not have discovered Straddle Agreements that Vendor requires to provide the Services. Accordingly,
the Parties agree that to the extent any obligations of this Agreement apply to any such omitted Existing Third
Party Systems Software, Straddle Agreements, and Third Party Service Contracts, such obligations shall still
apply as if the Existing Third Party Systems Software, Straddle Agreements, and Third Party Service Contracts
were fully identified in the applicable Schedule, and the Parties shall amend the relevant Schedule as
appropriate. With respect to any such omitted items that were not known (nor with the exercise of reasonable
diligence should have been known) to Vendor personnel prior to the Effective Date, if Vendor notifies Phoenix
within one hundred-twenty (120) days from the Effective Date (time being of the essence) providing sufficient
detail, to the extent (but only to the extent) the aggregate total annual expense to be assumed by Vendor
(without any imputed cost of capital and with one-time expenses being treated as amortized over a four (4) year
period beginning from the Effective Date) (i) in Contract Year 1, 2 or 3 is greater than one hundred thousand
dollars ($100,000) in any such Contract Year and (ii) in Contract Years 4, 5, 6 and 7 is greater than fifty
thousand dollars ($50,000) in any such Contract Year, then, at Phoenix's option, either (A) the Base Charges
shall be increased to cover such excess amount or (B) Phoenix may treat the excess amount of such expenses as
Phoenix retained responsibility expenses.

3.6      Services Performed by Phoenix or Third Parties.

         (a) Subject to Sections 13.5 and 21.3, Phoenix retains the right to perform itself, or retain third
parties to perform, any of the Services; provided however that for each of the first two Contract Years,
Phoenix will not withdraw Services under this Section that results in a reduction of revenues that exceeds 5%
of the total projected annual Base Charges for each such Contract Year. Phoenix shall provide Vendor with at
least ninety (90) days notice prior to withdrawing any substantial portion of the Services from the scope of
Services under this Agreement

         (b) In the case of Phoenix's withdrawal of Services under this Section 3.6, the Charges for the
remaining Services shall be as reflected in Exhibit C-2 to Schedule C (Charges) or if not addressed in Exhibit
C-2 to Schedule C (Charges), the Charges shall
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be equitably adjusted to reflect those Services that are no longer required. If, within thirty (30) days
following Phoenix's notice, the Parties have not agreed on the charges for the remaining Services, then the
pricing will be determined (i) initially as provided under Section 20.1(a) and, if not resolved thereunder
after ten (10) Business Days, (ii) by binding arbitration conducted pursuant to Section 20.3.

         (c) To the extent Phoenix performs any of the Services itself, or retains third parties to do so,
Vendor shall cooperate with Phoenix or such third parties at no additional charge. Such cooperation shall
include:

              (i)       subject to Vendor's standard security and confidentiality policies applicable to
Vendor's facilities, making any facilities being used by Vendor to provide the Services available (as necessary
or desirable for Phoenix or a third party to perform its work);

              (ii)      making the Equipment and Software available;

              (iii)     assisting Phoenix in obtaining any required third party consents; and

              (iv)      providing such information regarding the operating environment, system constraints and
other operating parameters as a person with reasonable commercial skills and expertise would find reasonably
necessary for Phoenix or a third party to perform its work, provided, however, that if any of such information
is to be disclosed to such a third party, such third party must first execute a reasonable confidentiality
agreement with Vendor prior to receiving such information.

3.7      Overview of Services.

         As part of the Services, Vendor shall provide data center Mainframe, Midrange, Web hosting, and
disaster recovery, desktop computer/LAN/Server support, data and voice network, problem management and help
desk services, print, and the other services, functions and responsibilities, each as described in Schedule A
(Statement of Work).

3.8      Transition.

         Vendor will perform all functions and services necessary to accomplish the transition of Phoenix's IT
operations (the "Transition") in accordance with the initial, high level, transition plan (the "Transition
Plan") attached as Schedule L (Transition Plan). Within thirty (30) days of the Effective Date, the parties
shall mutually agree on a more detailed plan, which, upon such mutual agreement, shall supercede and replace
Schedule L (Transition Plan). Vendor will perform the Transition without causing a disruption to Phoenix (other
than immaterial disruptions). No functionality of the IT operations being Transitioned shall be disabled until
Vendor demonstrates to Phoenix's satisfaction that it has fully tested and implemented equivalent capabilities
for such functionality at its new location. Phoenix may monitor, test and otherwise participate in the
Transition.


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3.9      Phoenix Standards.

         As requested by Phoenix from time to time, Vendor shall assist Phoenix in defining Phoenix's
information technology architectures and standards applicable to the Services on an ongoing basis
(collectively, the "Phoenix Standards"). Phoenix will retain primary responsibility for determining the Phoenix
Standards. The assistance to be provided by Vendor shall include:

         (a) active participation with Phoenix representatives on permanent and ad-hoc committees and working
groups addressing such issues;

         (b) assessments of the then-current Phoenix Standards at a level of detail sufficient to permit
Phoenix to make informed business decisions;

         (c) analyses of the appropriate direction for such Phoenix Standards in light of business priorities,
business strategies, competitive market forces, and changes in technology;

         (d) the provision of information to Phoenix regarding Vendor's information technology strategies for
its own business to the extent not considered proprietary to Vendor's business;

         (e) recommendations regarding then current and available information technology architectures and
platforms, software and hardware products, information technology strategies, standards and directions, and
other enabling technologies (which may or may not be reflected in the Technology Plans); and

         (f) recommend then current and available appropriate information technology services (including
platforms comprised of various hardware and software combinations) that support service level requirements,
exploit industry trends in production capabilities and provide potential price performance improvement
opportunities.

Without limiting the foregoing, Phoenix Standards shall include the then-current Phoenix technical architecture
and product standards, as such standards may be modified by Phoenix from time to time.

3.10     End Users of the Services.

         (a) Subject to Section 3.10(b) hereof, the Services may be used by Phoenix and, as directed by
Phoenix, (i) its Affiliates and those third parties (such as suppliers, service providers and joint venturers)
with whom, at any point during the Term, Phoenix or any Affiliate has a commercial relationship; and (ii) those
persons and entities that, as determined by Phoenix, access Phoenix's or any of its Affiliates' IT
infrastructure (for example, these who are registered/authorized users of Phoenix's website and who are made
known to Vendor) at any time during the Term through standard operating procedures (collectively, "End Users").
Vendor acknowledges that such access is on-going as of the Effective Date. Services provided to End Users shall
be deemed to be Services provided to Phoenix.

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         (b) In accordance with Schedule A (Statement of Work), Vendor shall provide the Services to End Users
at the Locations. If Phoenix requests that Vendor provide Services to End Users in or from a new location that
is not located within 50 miles of a Location, then Vendor shall provide such Services as New Services. Vendor
shall charge Phoenix for such New Services at a mutually agreed charge but Vendor will attempt to use the then
current pricing scheme (inclusive of ARCs and RRCs) to the extent reasonably possible to assist in determining
such charge.

3.11     Projects.

         At Phoenix's request, Vendor shall perform Projects. Charges for such Projects shall be determined in
accordance with Section 6 of Schedule C (Charges). Projects shall be proposed and implemented in accordance
with Section 6(e) of Schedule C (Charges).

3.12     Non-U.S. Resources.

         Under no circumstances shall Vendor engage in the use of resources located outside of the contiguous
United States to provide (i) any part of the Services that have direct contact with End Users, unless expressly
agreed to by Phoenix in advance and in writing and (ii) any other portion of the Services without thirty (30)
Business Days' prior written notice to Phoenix.

3.13     Services Impacted by Katz.

         Notwithstanding any other provision of this Agreement, including Section 3.3, Vendor shall not be
obligated to provide any Services, or enhance the Services in such a way, that, in Vendor's sole discretion,
may give rise to a claim asserted by Ronald A. Katz, Ronald A. Katz Technology Licensing L.P., A2D L.P., or any
successors or assigns of such entities for infringement arising out of, under or in connection with the
provision of help desk services, call centers, or automated attendant services involving computer telephony
integration.

4.       TERM OF AGREEMENT

4.1      Term.

         The term ("Term") of this Agreement shall begin on the Effective Date and shall expire on the seventh
(7th) anniversary thereof unless terminated earlier or extended in accordance with this Agreement.

4.2      Extension of Term.

         Vendor shall provide Phoenix written notice not less than nine (9) months prior to the then-existing
expiration date of this Agreement of such upcoming expiration. No less than six (6) months prior to such
upcoming expiration, Phoenix shall have the right to extend the Term of this Agreement for up to one (1) year
(but for no less than 6 months) on the terms and conditions then in effect. With regard to such extension


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period, the Parties may adjust the refresh schedule and any other terms and conditions of this Agreement.
Phoenix shall have three (3) such extension options.

5.       PERSONNEL

5.1      Key Vendor Positions.

         (a) "Key Vendor Positions" shall be the positions set forth as such in Schedule L (Transition Plan).
Vendor shall cause each of the Vendor Personnel filling the Key Vendor Positions to devote substantially full
time and effort to the provision of Services to Phoenix. Except with respect to the Vendor Implementation
Manager (as that term is defined in Schedule L (Transition Plan), once assigned to a Key Vendor Position, these
individuals shall remain on the Phoenix account in such position for at least two (2) consecutive years so long
as they remain employed by Vendor. If an employee of an Approved Subcontractor is assigned to a Key Vendor
Position, Vendor shall obtain commitments from that Approved Subcontractor to comply with the requirements of
this Section 5.1 with respect to such position. Phoenix may from time to time change the positions designated
as Key Vendor Positions as long as the total number of such Key Vendor Positions does not increase. The
requirements of this Section 5.1(a) shall not apply to an individual filling a position that Phoenix changes
from a Key Vendor Position to a non-Key Vendor Position.

         (b) Vendor shall designate an individual to serve as "Vendor Client Delivery Executive". The Vendor
Client Delivery Executive shall:

              (i)       be one of the Key Vendor Positions;

              (ii)      serve as the single point of accountability for Vendor for the Services;

              (iii)     have day-to-day authority for undertaking to ensure customer satisfaction;

receive compensation that includes significant financial incentives based on Phoenix's satisfaction with the
Services, which shall not be less than approximately fifty percent (50%)of his or her incentive compensation;
and

              (iv)      be located at Phoenix's corporate headquarters in Hartford, Connecticut or other
location reasonably designated by Phoenix from time to time.

         (c) Before assigning an individual to a Key Vendor Position, whether as an initial assignment or a
subsequent assignment, Vendor shall advise Phoenix of the proposed assignment and introduce the individual to
the appropriate Phoenix representatives. Phoenix shall have the right to:

              (i)       interview and approve any personnel proposed by Vendor to fill a Key Vendor Position;
and

              (ii)      require Vendor to remove and replace such personnel at any time, in its sole
discretion, provided that Phoenix does not request the removal of any personnel for reasons prohibited by law,
and provided that reasonable notice (which
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may be immediate, depending on the circumstances surrounding the removal) is given.

         (d) If Phoenix objects in good faith to the proposed Key Vendor Position assignment, the Parties shall
attempt to resolve Phoenix's concerns on a mutually agreeable basis. If the Parties have not been able to
resolve Phoenix's concerns within five (5) working days, Vendor shall not assign the individual to that
position and shall propose to Phoenix the assignment of another individual of suitable ability and
qualifications. Except with Phoenix's consent, individuals filling Key Vendor Positions may not be transferred
or re-assigned to other positions with Vendor or its Affiliates until a suitable replacement has been approved
by Phoenix, and no such transfer shall occur at a time or in a manner that would have an adverse impact on
delivery of the Services. Vendor shall establish and maintain an up-to-date succession plan for the replacement
of individuals serving in Key Vendor Positions that shall be reviewed with Phoenix on a regular basis.

         (e) Except with respect to the Vendor Implementation Manager, so long as an individual is assigned to
a Key Vendor Position, and for twelve (12) months, thereafter, Vendor shall not assign such individual to
perform services for the benefit of any Phoenix Competitor, unless such assignment is approved by Phoenix, in
advance and in writing.

5.2      Transitioned Personnel.

         (a) Within sixty (60) days of the Effective Date, Vendor shall offer employment to certain Affected
Employees as set forth in Exhibit D-1 to Schedule D (Transitioned Personnel). "Transitioned Employees" shall
mean those Affected Employees who receive and accept such offers and become employed by Vendor effective as of
such Service Tower Commencement Date or such other date as to which the Parties agree. The provisions of
Schedule D (Transitioned Personnel) shall apply to offers of employment to Affected Employees and for
employment of Transitioned Employees.

         (b) Certain of the Transitioned Employees, as identified in Schedule D (Transitioned Personnel), are
employees who Phoenix believes are critical to Vendor in providing the Services ("Key Transitioned Employees").
During the twenty-four (24) months following the earliest Transitioned Employee Hiring Date (or such other
period designated in Schedule D (Transitioned Personnel) without Phoenix's prior written approval Vendor may
not transfer or re-assign a Key Transitioned Employee from performing the Services for Phoenix so long as they
remain employed by Vendor. If, within the period that is twenty-four (24) months from the earliest Transitioned
Employee Hiring Date, Vendor either (i) terminates a Key Transitioned Employee without cause, or (ii) reassigns
any such Key Transitioned Employee to any account for work other than the Phoenix account, then Vendor shall
pay to Phoenix an amount on a per event basis as described in the following two sentences. If either of such
events occurs within the first twelve (12) months of the earliest Transitioned Employee Hiring Date, such
amount will be the then current annual current base salary of such Key Transitioned Employee in his/her
employment with Vendor. If either of such events occurs within the period from the thirteenth (13th) month up
to, and including, the twenty-fourth (24th) month from the earliest Transitioned Employee Hiring Date, such
amount will be equal to one-half of the then current annual current base salary
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of such Key Transitioned Employee in his/her employment with Vendor. Any such amount(s) will be credited to
Phoenix on the next month's invoice following the occurrence of such event.

         (c) Phoenix has contracted for the services of non-employee personnel who immediately prior to the
Effective Date were performing services similar to the Services ("Phoenix Contractor Personnel"). With regard
to the agreements for Phoenix Contractor Personnel ("Phoenix Contractor Agreements"), such Phoenix Contractor
Agreements shall be terminated or, subject to obtaining Required Consents in the manner provided in Section
6.7, assigned to Vendor. The action of termination or assignment for particular Phoenix Contractor Agreements
shall be in accordance with a plan prepared by Vendor and approved by Phoenix. Vendor shall be responsible for
the costs, charges and fees associated with such actions.

5.3      Qualifications, Retention and Removal of Vendor Personnel.

         (a) Vendor shall assign an adequate number of Vendor Personnel to perform the Services. Vendor
Personnel shall be properly educated, trained and fully qualified for the Services they are to perform. If any
portion of the Services of Vendor Personnel are a separately chargeable resource, Vendor shall not charge
Phoenix for the costs of training Vendor Personnel, including the time necessary for such Vendor Personnel to
become familiar with Phoenix's account or business.

         (b) Phoenix and Vendor agree that it is in their best interests to keep the turnover rate of Vendor
Personnel to a low level. Vendor shall provide Phoenix with a semi-annual turnover report regarding Vendor's
turnover rate for those Vendor personnel who are either on site at Phoenix Locations or are totally dedicated
to providing the Services to Phoenix during the applicable period in a form reasonably acceptable to Phoenix,
and Vendor shall meet with Phoenix promptly after the provision of each such report to discuss the reasons for,
and impact of, such turnover rate. If appropriate, Vendor shall submit to Phoenix its proposals for reducing
the turnover rate, and the Parties shall mutually agree on a program to bring the turnover rate down to an
acceptable level. In any event, Vendor shall keep the turnover rate to a low level, and notwithstanding
transfer or turnover of Vendor Personnel, Vendor remains obligated to perform the Services without degradation
and in accordance with this Agreement.

         (c) While at Phoenix's premises (or the premises of others receiving the Services under this
Agreement), Vendor Personnel shall (i) comply with all reasonable requests, and all rules and regulations,
regarding personal and professional conduct (including the wearing of an identification badge and adhering to
regulations and general safety, dress, behavior, and security practices or procedures) generally applicable to
such premises; and (ii) otherwise conduct themselves in a businesslike and professional manner.

         (d) If Phoenix determines in good faith that the continued assignment to Phoenix's account of one or
more of Vendor Personnel is not in the best interests of Phoenix, then, upon reasonable notice from Phoenix,
Vendor shall replace that person with another person of equal or superior ability and qualifications. Vendor
shall ensure that such replacement has received sufficient and necessary information to
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accomplish a satisfactory knowledge transfer from the Vendor Personnel being replaced and is sufficiently
trained so as to assure continuity of the Services without adverse impact. Notwithstanding the foregoing, where
Phoenix notifies Vendor that Phoenix has determined that the concern is of such a nature that such Vendor
Personnel should be removed immediately (albeit possibly temporarily) from Phoenix's account, Vendor shall
immediately remove such individual(s) from Phoenix's account. In any event, any request by Phoenix to remove an
individual from Phoenix's account shall not be deemed to constitute a termination of such individual's
employment by Vendor and in no event shall Phoenix be deemed an employer of any such person. Notwithstanding
the above or any other provision in this Agreement to the contrary, the rights of Phoenix in this Section
5.3(d)shall be restricted to those Vendor personnel that either (i) are located at a Phoenix facility, or (ii)
have direct contact with Phoenix or a End User (including any Phoenix clients).

         (e) Phoenix reserves the right to conduct, or direct Vendor to conduct, a background check, including
a court inquiry and fingerprinting, as well as polygraph testing, drug screen or other checking or testing of
any Vendor Personnel in connection with the performance of the Services where such testing is permissible by
law. The costs of any such checking or testing shall be borne by Phoenix to the extent that such procedures are
not performed by Vendor as part of Vendor's normal hiring practices.

6.       RESPONSIBILITY FOR RESOURCES

6.1      Generally.

         Except to the extent specifically provided elsewhere in this Agreement, Vendor shall be responsible
for providing all resources (including Equipment, Software, facilities and personnel) necessary or desirable to
provide the Services, and all Equipment Capital Costs, Equipment Operational Support Costs, Software Capital
Costs, and Software Operational Support Costs (each as defined below in Sections 6.3 and 6.5) relating to those
resources, and shall only recover such costs through the corresponding charges specified in this Agreement.
Vendor shall permit Phoenix, or any third-party provider of services to Phoenix, to establish and maintain
uninterrupted remote access to the Applications Software and any software running on Equipment and used to
provide the Services, and, upon request and subject to Vendor's standard security and confidentiality policies
within its sites, on site access to any Vendor facility at which Services are performed; provided, however,
that if Phoenix requests that a Vendor Competitor have site access, such Vendor Competitor will be subject to
Vendor's standard security policies.

6.2      Acquired Equipment.

         (a) On the Effective Date, Vendor shall purchase and Phoenix shall convey to Vendor, any and all of
Phoenix's right, title and interest in and to certain Existing Owned Equipment (the "Acquired Equipment")
listed in Schedule J (Acquired Equipment) for the price set forth in Section 9.1 of Schedule C (Charges)
pursuant to the Form Quit Claim Bill of Sale attached as Schedule O (Form Quit Claim Bill of Sale).

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         (b) Vendor shall lease back to Phoenix the Acquired Equipment , without additional consideration, for
a lease term commencing on the Effective Date and ending immediately prior to the applicable Service Tower
Commencement Date. During the lease term, Phoenix will maintain and use the Acquired Equipment in a manner
consistent with maintenance and use prior to the lease term. As of the applicable Service Tower Commencement
Date, Phoenix will turn over the Acquired Equipment to Vendor in as good order and condition as of the
Effective Date, reasonable wear and tear excepted.

         (c) Following the Effective Date, the Parties may agree in writing that Phoenix may lease or sublease
to Vendor certain real property for the provision of the Services. In such an instance, the terms of any such
arrangement will be set forth in a separate schedule hereto.

         (d) In consideration of the transfer of title of the Acquired Equipment, on the Effective Date Vendor
shall pay to Phoenix the consideration set forth in Section 9.1 of Schedule C (Charges) by wire transfer of
immediately available federal funds. If, following the Effective Date, it emerges that there is a discrepancy
between the list of Acquired Equipment and the Equipment that is actually transferred to Vendor, the Parties
shall meet to discuss an appropriate adjustment to such consideration.

         (e) Phoenix shall (without additional consideration) execute such additional documents and take such
additional actions as are reasonably necessary to convey title in Vendor to the Acquired Equipment.

6.3      Financial Responsibility for Equipment.

         (a) Subject to Section 3.5, financial responsibility for the Acquired Equipment and Retained Phoenix
Equipment shall be as follows: (A) Vendor shall have responsibility for (i) the acquisition and ownership costs
for Acquired Equipment, including current and future Equipment, upgrades, enhancements, growth and technology
refreshments ("Equipment Capital Costs") and (ii) all costs and expenses related to operational support,
including installation, support, hardware maintenance, disaster recovery, service levels, and moves, adds and
changes ("Equipment Operational Support Costs") with respect to the Retained Phoenix Equipment; and (B) Phoenix
shall be responsible for the Equipment Capital Costs for the Retained Phoenix Equipment.

         (b) Equipment Refresh. Vendor shall refresh the Acquired Equipment in accordance with Schedule E
(Equipment Refresh).

6.4      Equipment Access and Operational and Administrative Responsibility.

         (a) Access. Phoenix shall grant Vendor the same rights of access and use that Phoenix has to Equipment
used by Phoenix immediately prior to the Effective Date to provide services to itself or others (subject to the
Parties having obtained any Required Consents therefore and solely to the extent necessary to provide the
Services).


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         (b) No Warranties. All Equipment transferred, provided or made available to Vendor and Approved
Subcontractors under this Agreement by Phoenix is provided or made available on an "AS IS, WHERE IS" basis,
with no warranties whatsoever; provided however that, to the extent assignable, Phoenix hereby assigns to
Vendor, and Vendor shall have and be entitled to, the benefits of any manufacturers" warranties and indemnities
issued with the Acquired Equipment. Notwithstanding anything to the contrary contained in this Agreement,
Phoenix and its Affiliates shall not be responsible for any breach of any of such manufacturers' warranties and
indemnities, and no breach thereof shall affect the limitation on liabilities, rights and obligations of the
Parties set forth in this Agreement.

         (c) Pass-Through Equipment. With respect to Equipment where the Parties agree that Vendor's or its
Affiliates' financial responsibility is to be on a Pass-Through Expense basis, if any, such Equipment shall be
purchased or leased in the name of Phoenix (or its designated Affiliate) unless Phoenix expressly designates
otherwise. If such Equipment is leased, Vendor shall comply with the operational and confidentiality
requirements imposed on Phoenix (or, if applicable, on Phoenix's Affiliates) under the leases approved by
Phoenix for such Equipment. The method of acquisition by Phoenix shall not alter the Parties' allocation of
responsibility for Equipment Capital Costs and Equipment Operational Support Costs under Sections 6.3 and 6.4.

         (d) Disposal of Equipment Owned or Leased by Phoenix. As directed by Phoenix, Vendor shall dispose of
Equipment owned (legally or beneficially) or leased (in accordance with the applicable requirements of the
lease) by Phoenix and no longer needed for the provision of the Services. Vendor shall pay to Phoenix the
positive difference, if any, between the value received by Vendor for such Equipment and the costs reasonably
incurred by Vendor in disposing of such Equipment.

         (e) Disposal of Equipment Not Owned by Phoenix. Vendor shall be responsible for the disposal of
Equipment provided by Vendor or its subcontractors (including equipment transferred to Vendor) and no longer
required for the provision of the Services. Vendor shall be responsible for all costs, charges or fees
associated with the disposal of such Equipment.

6.5      Financial Responsibility for Software.

         (a) All current licenses to Software shall be retained in the name of Phoenix as licensee. Subject to
Section 3.5 and 6.5(c), financial, administrative and operational responsibility for Software, including (i)
all costs for current and future packages, new releases, expanded license rights, growth and technology
refreshment ("Software Capital Costs") and (ii) all costs and expenses related to operational support,
including installation, support, software maintenance, and achieving Service Levels ("Software Operational
Support Costs") shall be allocated between the Parties as provided in Schedule G (Third Party Contracts). In
addition, Vendor shall be responsible for all of the costs described in (a)(i) and (ii) above relating to the
Software listed in Schedule I (Existing System Software)(excluding any Software listed on Exhibit I-1 to
Schedule I (Existing System Software)). For that Software for which Vendor has financial responsibility, Vendor
shall pay directly, or promptly reimburse Phoenix if Phoenix (or

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any of its Affiliates) has paid, all such costs that are attributable to periods from and after the assumption
of such responsibility.

         (b) Licenses.

              (i)       Vendor shall obtain all licenses for any new Systems Software acquired during the Term
and for any modifications, upgrades, and enhancements of Existing Third Party Systems Software, in Phoenix's
name, except for the following Software which may be licensed in Vendor's name but which in all events must be
"Commercially Available Software": (A) Software used on Equipment owned by Vendor where the third-party
licensor requires the owner of the Equipment to be the licensee for such Software; (B) Software used on behalf
of Vendor customers in addition to Phoenix in shared services centers (unless such Software is being used for
the sole purpose of providing the Services to Phoenix)("Shared Software") and (C) Software licensed by Vendor
under a Vendor enterprise agreement.

              (ii)      Notwithstanding the foregoing requirement that Phoenix shall be the licensee for
Systems Software, if Vendor can demonstrate to Phoenix's satisfaction an economic advantage from Vendor, a
Vendor Affiliate, or an Approved Subcontractor being the licensee of any particular Systems Software, then
Vendor, such Vendor Affiliate, or such Approved Subcontractor may (after obtaining Phoenix's approval) be the
licensee if Vendor provides Phoenix and its Affiliates with a perpetual license (with commercially reasonable
maintenance terms) for such Systems Software which shall become effective upon the expiration or termination of
this Agreement (or the portion of this Agreement to which such Systems Software relates). If Vendor is unable
to obtain such perpetual license right but there is still a demonstrable economic advantage to Phoenix from
Vendor (or an Vendor Affiliate or Approved Subcontractor) being the licensee of the Systems Software, Vendor
shall notify Phoenix in writing of its inability to obtain for Phoenix such a perpetual license and of any
available alternative licensing terms along with a description of other software which might be used to
accomplish the same purpose, which could be licensed as desired by Phoenix and the financial/operational impact
of choosing such alternate software; with Phoenix's prior approval, Vendor (or an Vendor Affiliate or Approved
Subcontractor) may license such software directly for use in providing the Services.

         (c) Applications Software Out of Scope. Except as set forth in this Section 6.5, Vendor's financial
responsibility for Software Capital Costs shall not extend to Applications Software. Notwithstanding the
foregoing, (i) Vendor shall be responsible for providing Vendor Applications Software Operational Support
Services with respect to all Application Software; and (ii) if Vendor elects to operate any Applications
Software on a shared platform, and such election results in any incremental increase in the Software Capital
Costs or Software Operational Support Costs in relation to such Applications Software, Vendor shall be
responsible for such incremental costs.

6.6      Third-Party Service Contracts.

         Subject to Section 3.5, financial, administrative and operational responsibility for Phoenix's and its
Affiliates' Third Party Service Contracts shall be allocated as set forth on Schedule G (Third Party
Contracts). For those Third Party Service Contracts for which Vendor has financial responsibility, Vendor shall
pay directly, or promptly
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reimburse Phoenix if Phoenix (or any of its Affiliates) has paid, all such costs that are attributable to
periods from and after the assumption of such responsibility. Vendor and its Affiliates shall comply with the
duties imposed on Phoenix and its Affiliates by such Third Party Service Contracts.

6.7      Required Consents.

         Vendor and its Affiliates shall be responsible, with Phoenix's and its Affiliates' reasonable
co-operation and subject to the provisions of Sections 3.5 and 6.6, for performing all administrative
activities necessary for obtaining the Required Consents for Software, Equipment and Third Party Service
Contracts as necessary to perform the Services upon mutually acceptable terms and conditions, and Phoenix shall
be responsible for any and all fees (including transfer or upgrade fees, additional licenses, sublicenses, and
maintenance fees) required to obtain such Required Consents. The Parties shall cooperate with each other so as
to minimize such costs and ensure that mutual agreement exists as to acceptable terms and conditions for the
provision of any such Required Consent. As and to the extent consent is obtained for Vendor and its Affiliates
to manage and utilize the Software or a contract but the relevant license or such contract remains in Phoenix's
or an Affiliate's name, Phoenix and its Affiliates shall exercise permissible termination, extension, and other
rights thereunder as Vendor, after consultation with Phoenix, reasonably directs. If a Required Consent is not
obtained, then, unless and until such Required Consent is obtained, Vendor shall determine and promptly adopt,
subject to Phoenix's prior written approval, such alternative approaches as are necessary and sufficient to
provide the Services without such Required Consents (including, without limitation, modifications to the
Transition Plan) and, subject to consultation with and agreement by Phoenix, an applicable Service Tower
Commencement Date affected by such unavailable Required Consents shall be adjusted accordingly.

6.8      Straddle Agreements.

         Subject to Section 3.5, if a Straddle Agreement is discovered by the Parties after the Effective Date,
within ninety (90) days of the date of discovery the Parties shall undertake to establish the following: (i)
the most appropriate, including the most cost effective, method of leveraging such Straddle Agreement for the
benefit of both Parties; (ii) whether the Straddle Agreement should be assigned to Vendor; (iii) whether or to
what extent Vendor should assume financial responsibility for the Straddle Agreement; and (iv) adjustments to
make, if any, to Vendor's Charges. Such agreements of the Parties shall be retroactively effective from the
applicable Service Tower Commencement Date. If the Parties do not agree on the foregoing matters with respect
to a particular Straddle Agreement, subject to Section 3.5, Vendor shall remain responsible, without use or
benefit of the Straddle Agreement, for performing the Services.

6.9      Allocation of Balloon, Roll-Over and Similar Payments

         Where any cost has been apportioned between the Parties for contracts entered into by Phoenix
commencing before the applicable Service Tower Commencement Date for Equipment, Software, or Third Party
Service Contracts, and such contracts include an obligation to make payment for any roll-over of costs for
periods prior to the
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applicable Service Tower Commencement Date, Phoenix shall be solely responsible for such costs associated with
any remaining obligation for such prior period. Additionally, if lease, license, maintenance, service charges
or other periodic payments increase under any such contract after the applicable Service Tower Commencement
Date (other than to account for cost of living or similar increases) including balloon or similar payments, all
such payments shall be recalculated so that, as between the Parties, the entire cost shall be amortized evenly
over the entire Term. Vendor shall be responsible only for those recalculated costs that are attributable to
periods after the applicable Service Tower Commencement Date and Phoenix shall be responsible for all other
payments. Phoenix shall, at Vendor's option, either pay directly or reimburse Vendor for any roll-over costs
and recalculated costs which relate to periods prior to the applicable Service Tower Commencement Date.
Provided that Phoenix has given Vendor all necessary information and documentation, within one hundred twenty
(120) days after the applicable Service Tower Commencement Date, the Parties shall agree on whether there are
any contracts that fall within the provisions of this Section 6.9 and schedule the allocation of any costs.

6.10     Equipment Disposed of or Purchased or Leased by Phoenix between the Effective Date and a Service Tower
         Commencement Date.

         The following procedures shall govern Phoenix's disposal of Existing Equipment, and purchase or lease
of new Equipment, during a period between the Effective Date and the applicable Service Tower Commencement Date
(the "Interim Period"): If Phoenix desires to purchase or dispose of any Equipment outside of the ordinary
course of its normal business activities during the Interim Period, Phoenix shall notify Vendor of such desire
and the Parties shall agree upon whether a credit or adjustment to the charges set forth in Section 5.5 of
Schedule C (Charges) is required to account for such activity.

7.       SOFTWARE AND PROPRIETARY RIGHTS

7.1      Phoenix Software.

         (a) Phoenix retains all right, title and interest in and to Phoenix Software, including all
modifications, enhancements, and derivative works relating thereto. Phoenix grants to Vendor (and its Approved
Subcontractors if and to the extent required to provide the Services) a worldwide, fully paid-up, nonexclusive
license during the Term to use Phoenix Software solely to the extent necessary for performing the Services for
the benefit of Phoenix, Phoenix's Affiliates, and other End Users. Phoenix Software shall be made available to
Vendor in such form and on such media as exists on the Effective Date or as is later obtained by Phoenix,
together with available documentation and any other related materials.

         (b) Vendor shall not: modify, reverse engineer, reverse assemble or reverse compile any Phoenix
Software; distribute, rent, lease, sublicense or transfer any Phoenix Software to any third party; use the
Phoenix Software in a service bureau or time-sharing arrangement, or otherwise allow direct or indirect use of
any Phoenix Software by any third party without the prior written consent of Phoenix, which may be withheld at
Phoenix's sole discretion. Vendor shall not use Phoenix Software for
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the benefit of any entities other than Phoenix, Phoenix's Affiliates, and other End Users, without the prior
written consent of Phoenix, which may be withheld at Phoenix's sole discretion. Except as otherwise requested
or approved by Phoenix, Vendor shall cease all use of Phoenix Software upon expiration or termination of this
Agreement and deliver to Phoenix or destroy any copies of such Phoenix Software.

7.2      Vendor Software.

         (a) Subject to Section 7.4, Vendor retains all right, title and interest in and to Vendor Software,
including all modifications, enhancements, and derivative works relating thereto. In providing the Services,
Vendor shall not introduce any Vendor Software without Phoenix's prior written approval, which approval Phoenix
may withhold in its sole discretion; provided, however that Vendor may introduce any Vendor Software to be used
as Shared Software without approval from Phoenix. Vendor shall be responsible for installing, operating and
maintaining Vendor Software at its own expense.

         (b) As and to the extent necessary for Phoenix to perform work as permitted under this Agreement for
the benefit of Phoenix, Vendor grants to Phoenix a worldwide, fully paid-up, nonexclusive license during the
Term to use Vendor Software as it exists from time to time during the Term to perform such work during the
Term. Subject to the execution of reasonable confidentiality agreements with the third party, Vendor also
grants to Phoenix the right to sublicense Vendor Software to a third party for such third party to perform work
as permitted under Sections 3.6 and 21.9 of this Agreement for the benefit of Phoenix.

         (c) Within thirty (30) days of the last Service Tower Commencement Date, Vendor shall deposit a copy
of the source code and object code of the Vendor Software, along with programmer interfaces, available
documentation, manuals and other materials necessary for the Use thereof (collectively, the "Deposit
Materials") with a third party escrow agent designated by Phoenix pursuant to an escrow agreement entered into
by and among the Parties and such escrow agent, which escrow agreement shall be substantially in the form of
Schedule T (Escrow Agreement). For no additional consideration, Vendor grants to Phoenix, for the purpose of
providing services similar to the Services to Phoenix (but in no event shall Phoenix have the right to
commercially exploit such license or Vendor Software), a perpetual, worldwide, fully paid-up, nonexclusive
license to Use Vendor Software (including the Deposit Materials), provided, however, that Phoenix shall not
exercise the licenses granted to it in this Section 7.2(c) until the earlier of: (i) the expiration or
termination of this Agreement; or (ii) the occurrence of any of the events listed in Section 21.6 of this
Agreement; or (iii) the failure to meet its obligations with respect to Vendor Software under Sections 3.6 or
21.9 of this Agreement. Phoenix's confidentiality obligations with respect to such Vendor Software shall
survive and continue to apply to this license. Phoenix also has the right, subject to the execution of
reasonable confidentiality agreements with the third party, to sublicense such Vendor Software to a third party
to perform services similar to the Services for the benefit of Phoenix, and through Phoenix to Phoenix's
Affiliates, and other End Users in a manner similar to that permitted during the Term of this Agreement. The
Parties shall mutually agree on applicable terms for Vendor's support (including new releases and updates) of
such Software after expiration or termination of this Agreement; provided that such terms
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shall be generally the same as those terms offered by Vendor to any other third party. Phoenix shall not be
obligated to purchase support, and Vendor shall not be obligated to provide support, for such Vendor Software
if the Parties are unable to agree upon the applicable terms for such support. Vendor's obligations under this
Section 7.2(c) also apply to Vendor Software that is distributed (but not owned) by Vendor, to the extent
Vendor has, without payment of additional consideration to a third-party (unless Phoenix agrees to reimburse
Vendor for such consideration), the applicable rights.

         (d) As of the Effective Date, the Parties do not intend for Vendor to use any Vendor Application
Software other than for Vendor's own internal or administrative use. If during the Term the Parties agree that
the scope of the Services should be expanded such that Vendor should use Vendor Application Software, they
shall enter into a separate written license agreement governing such use. Absent such separate written license
agreement, Phoenix shall have no express or implied right to use Vendor Application Software.

7.3      Third-Party Software.

         (a) Grant of Rights. With respect to the Third Party Software licensed by Phoenix, subject to the
Parties having obtained any Required Consents for such Third Party Software, Phoenix grants to Vendor to the
extent necessary for performing the Services, the rights of use of such Software that Phoenix has as of the
Effective Date or later obtains with respect to such Software. Vendor shall comply with the duties, including
use and non-disclosure restrictions imposed on Phoenix by the licenses for such Third Party Software, and
Vendor shall not seek to modify or otherwise revoke the terms of such licenses without Phoenix's prior written
consent. Except as otherwise requested or approved by Phoenix, or with respect to operating system Software
that (i) is licensed for use on Equipment that Phoenix does not elect to purchase or assume the lease pursuant
to Section 21.9 and (ii) may not be transferred to Phoenix for use on other Equipment, Vendor shall cease all
use of such Software upon expiration or termination of this Agreement.

         (b) Third Party Applications Software. Vendor shall not introduce any Third Party Applications
Software in providing the Services without Phoenix's prior written approval, which Phoenix may withhold in its
discretion.

         (c) Third Party Systems Software Acquired During the Term. With respect to any Third Party Systems
Software acquisitions that are made in Vendor's name, prior to the introduction of such Software, Vendor shall
comply with the following:

              (i)       Vendor shall use Commercially Reasonable Efforts to obtain for Phoenix, Phoenix
Affiliates and End Users a perpetual, non-exclusive license to Use such Software at the expiration or
termination of this Agreement and at no additional charge to Phoenix (and Vendor shall use Commercially
Reasonable Efforts to include in such licenses appropriate source code escrow terms to ensure that Phoenix,
Phoenix Affiliates, and End Users can exercise the foregoing license); or

              (ii)      If Vendor is unable to obtain such license, Vendor shall notify Phoenix of its
inability to obtain such a license and of the cost and viability of any
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other software that can perform the requisite functions and with respect to which Vendor has the ability to
obtain such a license. Such notice shall contain the proposed third-party vendor's then current terms and
conditions, if any, for licensing the software to Phoenix in accordance with 7.3(c)(i). With Phoenix's prior
approval, Vendor may introduce such software in providing the Services; provided, however that Vendor may
introduce any Third Party Systems Software to be used as Shared Software without approval from Phoenix provided
such Shared Software is Commercially Available Software. Moreover, if Vendor desires to introduce Software, the
rights to which have been acquired by Vendor as part of an enterprise agreement, then Vendor shall notify
Phoenix of the relevant terms of such agreement and, unless such Software is Shared Software, shall obtain
Phoenix's written consent prior to using such Software to provide the Services.

         (d) Pass-Through Expenses. With respect to certain Third Party Systems Software that is identified as
such in Exhibit C-7 to Schedule C (Charges) to this Agreement, if any, license costs shall be treated as a
Pass-Through Expense, and such Third Party Systems Software shall be licensed in the name of Phoenix unless
Phoenix expressly designates otherwise.

         (e) Exercise of Rights. To the extent Vendor has financial responsibility for licenses for Third Party
Systems Software, but such licenses remain in Phoenix's name, Phoenix shall exercise termination or extension
rights thereunder as Vendor, after consultation with Phoenix, reasonably directs with respect to such Software;
provided that Vendor shall be responsible for the costs, charges, and fees associated with the exercise of such
rights. If Phoenix exercises termination or extension rights thereunder that Vendor does not direct or approve,
Phoenix shall be responsible for the costs, charges, and fees associated with the exercise of such rights.

7.4      Rights in Newly Developed Software and Other Materials.

         (a) Newly Developed Software.

              (i)       "Developed Phoenix Software" shall mean the following Software developed
pursuant to this Agreement by Vendor or its employees, agents or contractors or other third parties (alone or
jointly with others): (A) newly developed software that does not modify or enhance then existing Phoenix
Software or Vendor Software; and (B) modifications to, and enhancements and derivative works of, Third Party
Software. As between Phoenix and Vendor, Phoenix shall own all copyright (to the extent permitted by the terms
of any governing Third Party Software licenses with respect to item (B) above) in and to Developed Phoenix
Software. To the extent permitted by the terms of any governing Third Party Software licenses with respect to
item (B) above, Phoenix hereby grants to Vendor (and its Approved Subcontractors if and to the extent required
to provide the Services) a worldwide, fully paid-up, nonexclusive license during the Term to use Developed
Phoenix Software solely to the extent necessary for performing the Services. Vendor shall not be permitted to
use Developed Phoenix Software for the benefit of any entities other than Phoenix, Phoenix's Affiliates, and
other End Users, without the prior written consent of Phoenix, which may be withheld at Phoenix's sole
discretion. Except as otherwise requested or approved by Phoenix, Vendor shall cease all use of Developed
Phoenix Software upon expiration or termination of this Agreement and deliver to Phoenix or destroy any
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copies in its possession. The Parties agree that the Statement of Work set out in Schedule A (Statement of
Work), as of the Effective Date, does not include any software development work that would result in any
Developed Phoenix Software and that no such software development work will be undertaken by Vendor pursuant to
this Agreement unless, prior to the initiation of such work, a new statement of work (or other separate written
agreement) that specifically addresses the Parties' respective ownership rights in such software is agreed to
and executed by an officer of both Parties who is at least as senior as the respective officers executing this
Agreement on behalf of the Parties.

              (ii)      "Developed Vendor Software" shall mean modifications to, and enhancements and
derivative works of, Vendor Software developed pursuant to this Agreement by Vendor or Approved Subcontractors
(alone or jointly with others). Subject to Section 7.4(a)(i), as between Vendor and Phoenix, Vendor shall own
all patent, copyright, trademark, trade secret, transferable moral and other intellectual property rights
(collectively, the "Intellectual Property Rights") in the Developed Vendor Software, subject to the licenses
granted to Phoenix under this Agreement. With respect to Developed Vendor Software, Phoenix shall have the
license rights granted in, as applicable to Phoenix, in Section 7.2(b).

         (b) Non-Software Materials. Subject to the allocation of rights with respect to business processes and
methodologies set forth below, with respect to non-Software literary works or other works of authorship created
or generated by Vendor pursuant to this Agreement such as manuals, training materials and other materials
containing Vendor's technical or operational procedures, including the Procedures Manual and the change control
procedure referenced in this Agreement ("Non-Software Materials"), the Parties' rights, including license
rights, shall be the same as with respect to Software. With respect to business processes and methodologies
generated or created solely by Vendor incidental to providing Services under this Agreement ("Vendor Business
Processes"), Vendor shall own all Intellectual Property Rights in such business processes and methodologies,
subject to the confidentiality provisions set forth in this Agreement. Phoenix shall have a worldwide, fully
paid-up, nonexclusive license during the Term to exercise any Intellectual Property Right with respect to the
Vendor Business Processes to the extent necessary for Phoenix to perform work as permitted under this Agreement
for the benefit of Phoenix. The Parties may otherwise agree to the allocation of ownership of business
processes and methodologies by a written amendment executed pursuant to the change order process.

         (c) Works Made for Hire.

              (i)       Developed Phoenix Software and Phoenix Non-Software Materials shall be deemed "works
made for hire" for Phoenix for purposes of copyright law. If, and to the extent, any of the Developed Phoenix
Software or Phoenix Non-Software Materials are not deemed "works made for hire" by operation of law, Vendor
hereby irrevocably assigns, transfers and conveys to Phoenix without further consideration the copyright in
such Developed Phoenix Software or Phoenix Non-Software Materials. Phoenix and its assigns shall have the right
to obtain and hold in their own name the copyright in and to such materials. Vendor agrees to (and shall cause
its Affiliates, subcontractors and their respective employees to) execute any documents or take any other
actions as may reasonably be necessary, or as Phoenix may reasonably request,
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to perfect Phoenix's ownership of any copyrights in such Developed Phoenix Software or Phoenix Non-Software
Materials, without additional consideration and regardless of whether during or after the Term.

              (ii)      Phoenix hereby irrevocably assigns, transfers and conveys to Vendor without further
consideration all of its right, title and interest in Developed Vendor Software, Vendor Non-Software Materials,
and Vendor Business Processes including all Intellectual Property Rights in such materials, subject to the
confidentiality provisions set forth in this Agreement. Vendor and its assigns shall have the right to obtain
and hold in their own name all Intellectual Property Rights in and to such materials. Phoenix agrees to (and
shall cause its Affiliates, subcontractors and their respective employees to) execute any documents or take any
other actions as may reasonably be necessary, or as Vendor may reasonably request, to perfect Vendor's
ownership of any Intellectual Property Rights in such Developed Vendor Software, Vendor Non-Software Materials,
and Vendor Business Processes without additional consideration and regardless of whether during or after the
Term.

7.5      Export.

         The Parties acknowledge that certain Software and technical data to be provided under this Agreement
and certain transactions under this Agreement may be subject to export controls under the laws and regulations
of the United States and other countries. Neither Party shall export or re-export any such items or any direct
product thereof or undertake any transaction in violation of any such laws or regulations. To the extent within
each Party's respective control, such Party shall be responsible for, and shall coordinate and oversee,
compliance with such export laws in respect of such items exported or imported under this Agreement.

8.       PHOENIX OFFICE SPACE

8.1      Phoenix Obligations.

         (a) Subject to Section 8.2(a), below, Phoenix shall provide to Vendor the office space reasonably
needed and comparable to similarly situated employees of Phoenix to accommodate Vendor Personnel who are onsite
at the Phoenix Locations (the "Phoenix Office Space"), as the same may be changed by Phoenix from time to time
throughout the Term. As of the Effective Date, the Parties contemplate that approximately fifty (50) Vendor
Personnel will initially be situated onsite at Phoenix Locations. With respect to such Phoenix Office Space,
except as otherwise provided in this Article 8, Vendor shall have the same privileges regarding use thereof
(such as heating, lights, air conditioning ('HVAC') systems, use of cafeteria, etc. (excluding parking
privileges)) as do any other tenants of Phoenix. Furthermore, for those Vendor employees who are performing
Services or any portion of the Services from Phoenix Office Space, such Vendor employees shall be free to use
and consume, at no cost to Vendor, a reasonable amount of office supplies (such as pencils, pens, pads, copy
machines and facsimile machines) that are ordinarily furnished by Phoenix to its personnel, and in accordance
with the same policies and procedures regarding the use of office supplies and services as are applicable to
similarly-situated Phoenix employees, as such policies and procedures may be modified from time to time. Vendor
shall be responsible for providing all other facilities required to perform the Services, including
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data center and print and fulfillment facilities at the Phoenix Office Space or such other mutually acceptable
location(s).

         (b) Phoenix shall retain the costs of applicable facilities leases and related leasehold improvements
with respect to the Phoenix Office Space to the extent required by the applicable facilities leases and related
documents.

         (c) The Phoenix Office Space shall be made available to Vendor on an "AS IS" basis, with no warranties
whatsoever.

         (d) Phoenix shall inform Vendor of any plans or determination to relocate the Phoenix Office Space so
that Vendor shall have a reasonable amount of time to prepare for and implement such change or relocation as it
impacts Vendor. If Phoenix Office Space is relocated thirty (30) miles or less from its current location,
Vendor shall be responsible for all costs and expenses in connection with relocating Vendor Personnel. If
Phoenix Office Space is relocated more than thirty (30) miles from its current location, Phoenix shall
reimburse Vendor for Vendor's one time Out-of-Pocket Expenses incurred in connection with such relocation,
including those in connection with relocating Vendor Personnel, that Vendor can demonstrate to Phoenix's
reasonable satisfaction.

8.2      Vendor Obligations within Phoenix Office Space.

         (a) Vendor shall use the Phoenix Office Space for the sole and exclusive purpose of providing the
Services, unless in its sole discretion Phoenix approves another use. Notwithstanding the foregoing, Vendor may
perform limited back office work at Phoenix Office Space that is incidental to the provision of the Services,
such as human resources matters pertaining to in-scope Vendor employees. The use of Phoenix Office Space by
Vendor shall not constitute a leasehold, a usufruct, or other property interest in favor of Vendor.
Notwithstanding any provision in this Agreement to the contrary, in no event may Vendor file a notice of lease
or comparable instrument on the applicable land records and any such filing shall be automatically deemed to be
null and void.

         (b) Vendor shall use the Phoenix Office Space in an efficient manner and in a manner that is
coordinated, and does not interfere, with Phoenix's other business operations. To the extent that Vendor
operates the space in a manner that unnecessarily or unreasonably increases facility or other costs incurred by
Phoenix, Phoenix reserves the right to deduct such costs pursuant to Section 14.7 of this Agreement.

         (c) Vendor shall be responsible for any damage to the Phoenix Office Space resulting from the abuse,
misuse, neglect, or negligence of Vendor or other failure to comply with the obligations respecting the Phoenix
Office Space.

         (d) Vendor shall keep the Phoenix Office Space in good order, not commit or permit waste or damage to
Phoenix Office Space or use Phoenix Office Space for any unlawful purpose or act, and shall comply with
Phoenix's standard policies and procedures and with applicable leases regarding access to and use of the
Phoenix
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Office Space, including procedures for the physical security of the Phoenix Office Space.

         (e) Subject to compliance with Vendor's reasonable security requirements and reasonable advance notice
(where practical given the nature of access required), Vendor shall permit Phoenix and its agents and
representatives to enter into those portions of the Phoenix Office Space occupied by Vendor staff at any time
to (i) inspect the premises; (ii) show the premises; and (iii) perform facilities-related services.

         (f) Vendor shall not make improvements or changes involving structural, mechanical or electrical
alterations to the Phoenix Office Space without Phoenix's prior written approval. At Phoenix's option, any
improvements or fixtures to the Phoenix Office Space shall become the property of Phoenix. If Phoenix does not
elect to take title thereto Vendor shall remove the same at the end of the use of the Phoenix Office Space and
shall repair any damage caused by such removal.

         (g) When the Phoenix Office Space is no longer required for performance of the Services, Vendor shall
return them to Phoenix in substantially the same condition as when Vendor began use of them, subject to
reasonable wear and tear.

9.       SERVICE LEVELS

9.1      General.

         Vendor shall perform the Services at least at the same level and with at least the same degree of
accuracy, quality, completeness, timeliness, responsiveness and efficiency as was provided prior to the
Effective Date by or for Phoenix (as reflected in documentation provided to Vendor), and, notwithstanding the
foregoing, in accordance with the quantitative performance standards for certain of the Services (the "Service
Levels") set forth in Schedule B (Service Levels). At all times Vendor's level of performance shall be at least
equal to specific Service Levels identified in this Agreement, as such Service Levels are modified during the
Term, and to levels achieved by well-managed operations performing services similar to the Services. In the
event there is a conflict between specific Service Levels identified in this Agreement and service levels
achieved by well-managed operations, the Service Levels identified in this Agreement shall control and govern.

9.2      Failure to Perform.

         If Vendor fails to meet any Service Level, Vendor shall promptly (taking into consideration the
severity of the failure): (a) investigate, assemble and preserve pertinent information with respect to, and
report on the causes of, the problem causing the Service Level failure, including performing a root cause
analysis of the problem; (b) advise Phoenix, as and to the extent requested by Phoenix, of the status of
remedial efforts being undertaken with respect to such problem; (c) minimize the impact of and correct such
problem and begin meeting the Service Level; and (d) take appropriate preventive measures so that such problem
does not recur. Vendor shall correct any such failure, whether or not material, as soon as possible after
Vendor becomes aware of such failure; provided, however, that, in the event the root cause analysis reflects
that Vendor was not at fault in failing to meet the Service Level or if
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such failure is due to an exception to Service Level performance, Vendor will not be responsible or obligated
to perform the activities reflected in (b), (c) or (d) above, but will do so if requested, in advance and in
writing, by Phoenix and in such event Phoenix shall reimburse Vendor for any costs or expenses incurred by
Vendor for any correction of such failure as reflected in the preceding portion of this sentence. In addition,
Vendor shall be excused from the compliance of applicable Service Levels and the payment or credit of any
Service Level Credits to the extent such performance is excused under Section 3.4 of Schedule B (Service
Levels).

9.3      Critical Service Levels and Service Level Credits.

         Vendor recognizes that its failure to meet those Service Levels identified in Exhibit B-3 to Schedule
B (Service Levels) as critical Service Levels ("Critical Service Levels") may have a material adverse impact on
the business and operations of Phoenix and that the damage from Vendor's failure to meet a Critical Service
Level is not susceptible to precise determination. Accordingly, if Vendor fails to meet Critical Service Levels
for reasons other than circumstances that constitute a Force Majeure Event or events that excuse Vendor's
performance under Section 3.4(b) of Schedule B (Service Levels), then in addition to any non-monetary remedies
available to Phoenix under this Agreement, at law or in equity, Phoenix may elect, in lieu of pursuing other
monetary remedies, to recover as its sole and exclusive monetary remedy for the failure to meet Critical
Service Levels, as liquidated damages and not as a penalty for such failure to met Critical Service Levels, the
service level credits calculated as specified in Section 4.2 of Schedule B (Service Levels) (the "Service Level
Credits"). Vendor shall include any such Service Level Credits elected by Phoenix in the next monthly invoice
or pay such Service Level Credits to Phoenix upon its request; provided, however, that, notwithstanding the
preceding, no Service Level Credits or any other financial remedy shall be due or paid until the time a root
cause analysis has been completed and such root cause analysis reflects that Vendor was at fault in meeting
such Critical Service Level. The methodology for calculating such Service Level Credits is set forth in Section
4.2 of Schedule B (Service Levels). This Section shall not limit Phoenix's rights with respect to the events
upon which Phoenix may rely as a basis for Phoenix's termination of this Agreement for cause, which are in
addition to, and not a substitution for, such provisions.

9.4      Priority of Recovery Following Interruption of Services.

         Vendor shall give the recovery of its capabilities to perform the Services and the resumption of its
actual performance of the Services the same or greater priority it gives to recovering its capabilities to
perform services and resuming its performance of those services for any other similarly situated customer of
Vendor (and Vendor's own operations).

9.5      User Satisfaction.

         Vendor and Phoenix shall conduct a survey at agreed-to intervals (not less than annually) of an agreed
upon percentage of the Phoenix user community. The surveys shall be designed to determine the level of user
satisfaction and areas where user satisfaction can be improved. Such surveys shall include representative
samples of each major category of user within Phoenix and an agreed upon number of in-depth
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face-to-face or telephone interviews. Vendor and Phoenix shall mutually agree on the form and content of the
surveys, which shall be no less thorough than Vendor's customary user satisfaction program. The Parties shall
jointly review the results of the surveys, and Vendor shall develop and implement a plan to improve user
satisfaction in areas where user satisfaction is low. Phoenix's satisfaction shall be an element of Vendor
employees' personal measurements and a key factor in determining business unit success. Such factors shall
comprise a significant percentage of the variable incentive compensation pay of the Vendor Client Delivery
Executive.

9.6      Periodic Reviews.

         Without limitation of Section 5 of Schedule B (Service Levels), every six months (or as otherwise
mutually agreed by the Parties) starting twelve (12) months after the Effective Date, Phoenix and Vendor shall
review the Service Levels and shall make adjustments to them as appropriate to reflect improved performance
capabilities associated with advances in technology, processes and methods. During such reviews, Vendor shall
work with Phoenix to identify possible cost/service level tradeoffs (but any resulting changes in the Service
Levels shall be implemented only if approved by Phoenix in its sole discretion). The Parties expect and
understand that the Service Levels shall be improved over time. As new technologies and processes are
introduced, the Parties shall establish additional Service Levels reflecting industry best practices for those
technologies and processes.

9.7      Measurement and Reporting.

         As described more fully in Schedule B (Service Levels), Vendor shall utilize the necessary measurement
and monitoring tools and procedures required to measure and report Vendor's performance of the Services against
the applicable Service Levels. Such measurement and monitoring shall permit reporting at a level of detail
sufficient to verify compliance with the Service Levels, and shall be subject to audit by Phoenix. Vendor shall
provide Phoenix with information and access to such tools and procedures upon request, for purposes of
verification, project and contract management.

10.      PROJECT AND CONTRACT MANAGEMENT

10.1     Steering Committee.

         The Parties shall form a steering committee to facilitate communications between them (the "Steering
Committee"). The Steering Committee shall be initially composed of (i) the Vendor Client Delivery Executive and
the Client Executive, and (ii) the Phoenix Contract Executive, Phoenix's Chief Information Officer, and
Phoenix's Chief Financial Officer. Phoenix has the right to change the composition of Phoenix's portion of the
Steering Committee upon providing notice to Vendor.

10.2     Reports.

         (a) Prior to an applicable Service Tower Commencement Date, the Parties shall determine an appropriate
set of periodic reports to be issued by Vendor to Phoenix with respect to such Service Tower. For reports that
relate to Services provided across
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multiple Service Towers, such reports shall be established prior to the first Service Tower Commencement Date
in which such Services shall be provided. Such reports shall (i) be no less comprehensive than the internal
reporting of Phoenix prior to the Effective Date; and (ii) be issued at the frequency reasonably requested by
Phoenix. An initial list of all such reports (including a description of the frequency of such reports) is set
forth in Schedule R (Monthly Reports). Vendor shall provide Phoenix with suggested formats for such reports for
Phoenix's review and approval.

         (b) Vendor's reports shall include, at a minimum, (i) daily and real-time reports consistent with
Phoenix's practice prior to the applicable Service Tower Commencement Date; and (ii) a monthly performance
report, which shall be delivered to Phoenix within ten (10) Business Days after the end of each month,
describing Vendor's performance of the Services in such month (the "Monthly Performance Report").

         (c) Vendor shall enable Phoenix to (i) access reports (both management and operational reports)
online; (ii) access supporting information for reports; and (iii) manipulate such reports and supporting
information and generate new reports.

10.3     Meetings.

         (a) Within ninety (90) days after the Effective Date, the Parties shall determine an appropriate set
of meetings to be held between representatives of Phoenix and Vendor. Vendor shall prepare and circulate an
agenda sufficiently in advance of each such meeting to give participants an opportunity to prepare for the
meeting. Vendor shall incorporate into such agenda items that Phoenix desires to discuss. At Phoenix's request,
Vendor shall prepare and circulate minutes promptly after a meeting, although Phoenix shall not be bound
thereto and shall be under no obligation to correct or object to any errors therein.

         (b) Initially such meetings shall, at a minimum, include the following:

              (i)       a weekly meeting of the Phoenix Contract Executive and the Vendor Client Delivery
Executive to discuss day-to-day operations and such other matters as appropriate;

              (ii)      a monthly meeting among operational personnel representing Phoenix and Vendor to
discuss the Monthly Performance Report, daily performance, planned or anticipated activities and changes that
might adversely affect performance, and otherwise to address, review and discuss matters specific to Phoenix;

              (iii)     a quarterly management meeting of the Steering Committee to review the reports for the
quarter (including the Monthly Performance Reports), review Vendor's overall performance under this Agreement,
review progress on the resolution of issues, provide a strategic outlook for Phoenix's IT requirements, and
discuss such other matters as appropriate;

              (iv)      a semi-annual senior management meeting by the Parties to review relevant contract and
performance issues; and
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              (v)       such other meetings between Phoenix representatives and Vendor Personnel reasonably
requested by either Party as necessary to address performance of the Services.

10.4     Procedures Manual.

         (a) The "Procedures Manual" shall describe the method that Vendor shall use to perform and deliver the
Services under this Agreement, the Equipment and Software being used, and the documentation (e.g., operations
manuals, user guides, specifications) which provide further details of such activities. The Procedures Manual
shall also describe the activities Vendor proposes to undertake in order to provide the Services, including
those direction, supervision, monitoring, staffing, reporting, planning and oversight activities normally
undertaken to provide services of the type Vendor is to provide under this Agreement. The Procedures Manual
also shall include descriptions of the acceptance testing and quality assurance procedures approved by Phoenix,
Vendor's problem management and escalation procedures, and the other standards and procedures of Vendor
pertinent to Phoenix's interaction with Vendor in obtaining the Services. The Procedures Manual, available for
access by Phoenix on-line as well as in hard copy, shall be suitable for use by Phoenix to understand the
Services.

         (b) On each Service Tower Commencement Date, Vendor will provide an outline of the Procedure Manual
applicable to that Service Tower. Within sixty (60) days after such Service Tower Commencement Date, Vendor
shall deliver a draft Procedures Manual with respect to such Service Tower to Phoenix for Phoenix's comments
and review. Vendor shall incorporate comments or suggestions of Phoenix and shall finalize the Procedures
Manual thirty (30) days after receiving Phoenix's comments. The final Procedures Manual shall be subject to the
approval of Phoenix. Vendor shall periodically, but no less than quarterly, update the Procedures Manual to
reflect changes in the operations or procedures described therein. Updates of the Procedures Manual shall be
provided to Phoenix for review, comment and approval. Vendor shall perform the Services in accordance with the
Procedures Manual. The Procedures Manual shall not be used to amend this Agreement. In the event of a conflict
between the provisions of this Agreement and the Procedures Manual, the provisions of this Agreement shall
control. Until the Parties agree upon a Procedures Manual pursuant to this Section 10.4, Vendor will follow the
Phoenix procedures which were in effect on the applicable Service Tower Commencement Date and which are made
known to EDS prior to the applicable Service Tower Commencement Date.

10.5     Change Control.

         (a) Technical Change Control.

              (i)       At all times Phoenix shall be responsible for establishing Phoenix's IT architecture,
standards and strategic direction; provided however, Vendor shall actively participate in and provide subject
mater expertise to Phoenix as it establishes such IT architecture, standards and strategic direction. In
performing the Services, Vendor shall conform with and shall support such architecture, standards and strategic
direction in accordance with the technical change control procedures set forth in this Section 10.5.
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              (ii)      Vendor shall be responsible for all changes to Phoenix's IT environment pertaining to
the Services, including changes to programs, manual procedures, job control language statements, distribution
parameters and schedules. Vendor shall comply with the following change control requirements:

                        (A)      Prior to using any new Systems Software or new Equipment to provide the
Services, Vendor shall have verified that the item is (1) consistent with the IT architecture, standards and
strategic direction specified by Phoenix, (2) has been properly installed, is operating in accordance with its
specifications, (3) is performing its intended functions in a reliable manner, and (4) has been thoroughly
tested and been proven to inter-operate with and within Phoenix's then-existing IT infrastructure environment.

                        (B)      Vendor may make temporary changes required by an emergency if it has been
unable to contact an appropriate Phoenix manager to obtain such approval after making Commercially Reasonable
Efforts. Vendor shall document and promptly report such emergency changes to Phoenix, which changes shall then
be subject to Phoenix's approval.

                        (C)      Vendor shall not make the following changes, including implementing a change
in technology, without first obtaining Phoenix's approval, which such approval Phoenix may withhold in its
discretion:

                                 (1)      a change adversely affecting the function or performance of, or
decreasing to any significant degree the resource efficiency of, the Services;

                                 (2)      a change increasing Phoenix's Charges under this Agreement or other
costs or fees of Phoenix;

                                 (3)      a change inconsistent with the IT architecture, standards or
strategic direction specified by Phoenix; or

                                 (4)      a change impacting the way in which Phoenix conducts its business or
operations which impact Phoenix considers to be adverse.

                        (D)      Vendor shall move programs from development and test environments to
production environments in a controlled and documented manner, so that no changes are introduced into the
programs during such activity, and with the full capability of restoring to the prior state until the programs
have been established as fully operational.

              (iii)     Beginning on the Effective Date, the Parties shall use the "Technical Change Control
Procedure" attached as Schedule U-1 (Technical Change Control Procedure). Within sixty (60) days after the
Service Tower Commencement Date for the Help Desk, which the Parties anticipate will occur on November 1, 2004,
Vendor shall propose a more detailed Technical Change Control Procedure detailing how Vendor will comply with
the requirements set forth in this Section 10.5 and otherwise control changes to Phoenix's IT environment
pertaining to the Services throughout the Term. Vendor shall incorporate comments or suggestions of Phoenix
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and shall finalize the Technical Change Control Procedure thirty (30) days after receiving Phoenix's comments.
Once approved by Phoenix, the final Technical Change Control Procedure shall replace the initial Technical
Change Control Procedure attached as Schedule U-1 (Technical Change Control Procedure) and thereafter the
Parties shall implement and comply with such revised procedure in accordance with the Transition Plan. The
Technical Change Control Procedure shall not be used to amend this Agreement; however, it may be used to
identify the need for the Parties to amend this Agreement. In the event of a conflict between the provisions of
this Agreement and the Technical Change Control Procedure, the provisions of this Agreement shall control.

              (iv)      Phoenix shall have the right to approve in advance any action or decision of Vendor
affecting the provision of Services, including Equipment, Software, and systems configuration, that may have an
adverse effect on Phoenix's use of the Services. Adverse effect on Phoenix's cost or Service Levels is
acknowledged to be a reasonable basis for disapproval. Phoenix shall have the right to set priorities in
scheduling work. If, in accordance with the Procedures Manual, Phoenix requests a change in priorities, Vendor
shall accommodate the change without negatively impacting the Service Levels; if the Service Levels shall be
impacted, Vendor shall notify of the anticipated impact and the Parties shall agree on the approach to be
taken.

         (b) Contractual Change Control. In addition to the Technical Change Control Procedure, the Parties
shall also implement a change control process for documenting and mutually agreeing to changes to this
Agreement that are intended to be minor modifications to this Agreement. To institute and implement such a
contract change control process (the "Contractual Change Control Procedure"), the Parties shall use that
procedure reflected in Schedule U-2 (Contractual Change Control Procedure). Any modifications to this Agreement
made pursuant to the Contractual Change Control Procedure shall (i) be by mutual agreement of the Parties, (ii)
require appropriate executions by the Parties to evidence such agreement, and (iii) be deemed amendments to
this Agreement.

         (c) In determining whether the Charges should be adjusted as a result of a change implemented pursuant
to this Section 10.5, the Parties shall be guided by the following principles:

              (i)       To the extent and for so long as such a change does not increase the scope of the
Services or can be performed in accordance with the Service Levels without an increase in the resources then
being utilized by Vendor therefor, there will be no adjustment to the Charges.

              (ii)      In the event such a change increases the scope of the Services and such increase cannot
reasonably be accommodated without a change in priorities or an increase in the resources then being utilized
by Vendor for the performance of the Services (and Phoenix so requests), Vendor and Phoenix will work together
to adjust the Service Levels and priorities with respect to other Services being performed by Vendor so as to
permit such change to be implemented without an increase in Vendor's Charges.
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              (iii)     If such a change cannot be implemented without an increase in the Charges, and Phoenix
agrees to implement the change, then, if such change can be reasonably performed on a time and material basis,
the increase in Charges shall be calculated using the applicable T&M Rates set forth in Exhibit C-5 to Schedule
C (Charges). If such work cannot be reasonably performed on a time and material basis, then the change shall be
implemented at a price to be mutually agreed to by the Parties in writing.

              (iv)      To the extent that such a change causes a reduction in the scope of the Services or
priority of the Services that does not also cause a reduction in the Vendor resources then being utilized
therefor, there will be no adjustment to the Charges.

              (v)       If such a change decreases the scope of the Services, the Charges will be equitably
adjusted by mutual agreement of the Parties.

         (d) Authorization of Certain Changes and Charges. Notwithstanding anything to the contrary contained
herein, including this Section 10.5, no change that would result in an increase to Phoenix's Charges under this
Agreement or to other costs or fees of Phoenix shall be implemented unless it has been approved, in advance and
in writing, by an authorized agent of Phoenix in accordance with Phoenix's then-current authorization policies.

10.6     Subcontracting.

         (a) Except as and to the extent Phoenix may agree otherwise in writing, Vendor may subcontract its
obligations under this Agreement only in accordance with the following:

              (i)       Vendor may not delegate or subcontract any of its responsibilities under this Agreement
(excluding to Affiliates) without prior written approval of Phoenix, which Phoenix may withhold in its sole
discretion. Prior to entering into a subcontract with a third party, Vendor shall give Phoenix reasonable prior
written notice specifying the components of the Services affected, the scope of the proposed subcontract, and
the identity and qualifications of the proposed subcontractor. At Phoenix's request, Vendor shall forward to
Phoenix a description of the material terms (other than financial) of the subcontract or proposed subcontract.
Notwithstanding the foregoing or any other provision in this Agreement to the contrary, Vendor may, in the
ordinary course of business, subcontract for third party services or products (1) that are not dedicated to
Phoenix or that are not material to a particular function constituting a part of the Services, and (2) that do
not result in a material change in the way Vendor conducts its business, provided such subcontract does not
adversely affect Phoenix, whether in performance of or Charges for the Services or otherwise. Without
limitation of the provisions set forth in Section 5.3, if Phoenix expresses concerns to Vendor about a
subcontract covered by this Section 10.6(a)(i), Vendor shall discuss such concerns with Phoenix and work in
good faith to resolve Phoenix's concerns on a mutually acceptable basis.

              (ii)      Phoenix may request that Vendor use a particular subcontractor in certain limited
circumstances in which case Vendor will use such proposed
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subcontractor unless Vendor determines in good faith that the use of such subcontractor would impair Vendor's
ability to satisfy the Service Levels or such use would cause a Vendor to breach an agreement.

              (iii)     Phoenix shall have the right to revoke its prior approval of a subcontractor and direct
Vendor to replace such subcontractor if the subcontractor's performance is materially deficient, good faith
doubts exist concerning the subcontractor's ability to render future performance because of changes in the
subcontractor's ownership, management, financial condition, or otherwise, or there have been material
misrepresentations by or concerning the subcontractor, or a subcontractor which at the time approved is a
majority owned Affiliate of Vendor ceases to be such an Affiliate.

         (b) Vendor shall remain responsible for obligations, services and functions performed by
subcontractors to the same extent as if such obligations, services, and functions were performed by Vendor
employees (including requiring subcontractors to adhere to the standards applicable to Vendor and the policies
and procedures then in effect, whether promulgated by Phoenix or Vendor) and for purposes of this Agreement
such work shall be deemed work performed by Vendor. Vendor shall be Phoenix's sole point of contact regarding
the Services, including with respect to payment.

         (c) Vendor shall not disclose Phoenix Confidential Information to a subcontractor unless and until
such subcontractor has agreed in writing to protect the confidentiality of such Confidential Information in a
manner substantially equivalent to that required of Vendor under this Agreement, and then only on a
need-to-know basis.

         (d) To the extent subcontractors, agents, representatives, and other entities perform, or otherwise
provide support to Vendor related to the Services, Vendor shall cause such entities to comply with the
obligations and restrictions associated with the services, functions, and responsibilities performed by such
subcontractors, agents, representatives, and other entities that are applicable to Vendor under this Agreement
(except in the case of a subcontract assigned to Vendor by Phoenix to the extent Vendor's ability to do so is
limited by the terms of the applicable subcontract). In addition, Vendor shall include in its subcontracts, as
flowdown provisions, provisions substantially similar to the provisions of this Agreement relating to:
compliance with Applicable Laws; audit; confidentiality, security and intellectual property rights of Phoenix;
and each other provision which is necessary to assure that Vendor will fulfill its obligations under this
Agreement.

10.7     Technology Planning and Budgeting.

         (a) Technology Plan. The Parties shall annually jointly prepare a technology plan in accordance with
the provisions of this Section and subject to the first sentence of Section 10.5(a) (the "Technology Plan").
The Technology Plan shall address the IT requirements of Phoenix's activities and future opportunities to
enhance delivery of Services and to reduce the costs of the Services through introduction of tools, procedures
and other improvements into Phoenix's IT environment ("Enhancement Activities"). Each Technology Plan after the
first shall review and assess the
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immediately preceding Technology Plan. The Technology Plan shall consist of a three-year plan and an annual
implementation plan as described below.

         (b) Targeted Cost Savings. Within ninety (90) days of the Effective Date, the parties shall meet with
the intention of developing a plan to identify targeted cost saving opportunities for a selected Service Tower.
The resulting plan shall outline the activities to undertaken in order for Phoenix to realize the anticipated
cost savings if Phoenix chooses to pursue such opportunity. In each subsequent Contract Year, the parties will
undertake a similar process for another Service Tower (one Service Tower per Contract Year).

         (c) Three-Year Plan. The Technology Plan shall include a comprehensive assessment and strategic
analysis of Phoenix's then-current IT systems and services including the Phoenix Standards and an assessment of
the appropriate direction for such systems and services for the next three (3) years in light of Phoenix's
business priorities and strategies and competitive market forces (to the extent such business information is
provided by Phoenix to Vendor). The Technology Plan shall include:

              (i)       a specific identification of proposed software and hardware strategies and direction;

              (ii)      a cost/benefit analysis of any proposed changes;

              (iii)     a general plan and a projected time schedule for developing and achieving the
recommended elements;

              (iv)      the resulting impact on Phoenix information technology costs;

              (v)       a description of the types of personnel skills and abilities needed to respond to any
recommended changes or upgrades in technology;

              (vi)      the changes, if any, in the personnel and other resources required to operate and
support the changed environment;

              (vii)     the expected performance, quality, responsiveness, efficiency, reliability, security
risks and other service levels to be achieved based on the recommended strategies and directions; and

              (viii)    Any Enhancement Activities generally known within the information technology industry
at the time of the particular Technology Plan which could be implemented into the Services on a long-term basis
(i.e., during the term of the three-year Technology Plan) and an initial high-level benefits analysis with
regard to such Enhancement Activities and the implementation of same.

         (d) Annual Implementation Plan. As necessary to support the overall objectives and directions of the
three-year plan, the annual implementation plan shall include information services requirements, plans,
projects (which may include Projects) for the upcoming year, including details on operations, maintenance
backlog and development activities. The annual implementation plan shall include a summary review of Vendor's
performance of the Services in the year then concluding, and shall
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provide updates and revisions of the three-year plan as appropriate. The annual implementation plan will also
include any Enhancement Activities generally known within the information technology industry at the time of
the particular annual technology plan which could be implemented into the Services on a short-term basis (i.e.,
during the term of the annual technology plan) and an initial benefits analysis with regard to such Enhancement
Activities and the implementation of same. An annual implementation plan shall be prepared for each year of the
Agreement. As part of the process for preparing the annual implementation plan, the Parties shall review the
overall operation of the Agreement with regard to a determination of whether the Services are meeting Phoenix's
strategic IT requirements.

         (e) Drafting Responsibility. Vendor shall submit to Phoenix a draft of the Technology Plan for
Phoenix's review and approval, which draft shall have been developed with input from key business users of
Phoenix. Vendor shall submit the final Technology Plan to Phoenix within thirty (30) days of receiving
Phoenix's comments. The draft of the Technology Plan for the first year shall be provided within three (3)
months of the final Service Tower Commencement Date.

         (f) Technology Plan Timing and Update. The schedule for developing and delivering each Technology Plan
shall be coordinated to support Phoenix's annual business planning cycle and the semi-annual senior management
meeting described in Section 10.3(b)(iv). The Technology Plan shall be updated during the year as necessary to
reflect changes in the business of Phoenix that materially impact the validity of the then-existing Technology
Plan. Vendor shall recommend modifications to the Technology Plan as it deems appropriate, and shall revise the
Technology Plan as requested or approved by Phoenix.

10.8     Quality Assurance and Improvement Programs.

         As part of its total quality management process, Vendor shall provide continuous quality assurance and
quality improvement through: (i) the identification and application of proven techniques and tools from other
installations within its operations (i.e., "Best Practices") that would benefit Phoenix either operationally or
financially or ensure continued compliance with Applicable Laws; and (ii) the implementation of concrete
programs, practices and measures designed to improve Service Levels. Such procedures shall include checkpoint
reviews, testing, acceptance, and other procedures for Phoenix to confirm the quality of Vendor's performance,
and shall be included in the Procedures Manual. Vendor shall utilize project management tools, including
productivity aids and project management systems, as appropriate in performing the Services.

10.9     Coordination of Additional Marketing to Phoenix.

         Subject to Sections 23.12 and 23.13, Vendor shall coordinate all marketing efforts for expansion of
the Services and for New Services to Phoenix and its Affiliates with, and comply with the rules of engagement
provided from time to time by, the Phoenix Contract Executive.


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10.10    Releases Void.

         Except where the Parties are otherwise expressly required in this Agreement to execute any agreements
or consents and only to the extent and in those situations so expressly reflected, if Phoenix's personnel are
required to execute any releases, waivers, confidentiality agreements, or similar forms to obtain access to
Vendor's or its subcontractors premises they shall be void and shall not be pleaded or introduced in any
action. This Section shall not apply to confidentiality and industrial security forms required to access any
Vendor premises that are used by Vendor to provide services to governmental entities. Notwithstanding the
foregoing, each Party shall be responsible for complying with the confidentiality obligations provided in this
Agreement.

11.      AUDITS, RECORD RETENTION

         11.1     Financial Reporting.

         Vendor will furnish to Phoenix annually, within one hundred twenty (120) days following the end of
each fiscal year of Vendor, a complete copy of Vendor's annual financial statements audited by a major
accounting firm or other independent certified public accountant acceptable to Phoenix in accordance with U.S.
GAAP (or such other accounting basis acceptable to Phoenix). Such statements shall set forth the financial
condition of Vendor for such fiscal year, and shall include, but not be limited to, amounts representing annual
net cash flow, net operating income, gross income from operations and operating expenses. Vendor's annual
financial statements shall be accompanied by (i) a comparison of the budgeted income and expenses and the
actual income and expenses for the prior fiscal year, (ii) an unqualified opinion of a major accounting firm or
other independent certified public accountant reasonably acceptable to Phoenix, (iii) a schedule audited by
such independent certified public accountant reconciling net operating income to net cash flow, which shall
itemize all adjustments made to net operating income to arrive at net cash flow deemed material by such
independent certified public accountant, and (iv) an officer's certificate certifying that each annual
financial statement presents fairly the financial condition and the results of operations of Vendor and that
such financial statements have been prepared in accordance with U.S. GAAP. Notwithstanding the foregoing or any
other provision in this Agreement to the contrary, the Parties agree and acknowledge that the financial
statements and related documents reflected above in this Section 11.1 are the same financial statements and
related documents that are found in Vendor's annual report or otherwise filed as public documents in Vendor's
normal course of business with the Securities and Exchange Commission. In the event during the Term Vendor
becomes privately owned, Vendor will provide substantially the same documentation as that described above in
subsections (i) through (iv).

11.2     Audit Rights.

         (a) Vendor shall maintain a complete audit trail of all financial transactions and customary records
of non-financial transactions resulting from this Agreement. Vendor shall provide to Phoenix and Phoenix's
Affiliates and its and their auditors (including internal audit staff and external auditors), inspectors,
regulators and other representatives as Phoenix may from time to time designate in writing, access at all
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reasonable times (and in the case of regulators at any time required by such regulators), and upon reasonable
notice, to any facility or part of a facility at which either Vendor or any of its subcontractors is providing
any portion of the Services, to Vendor Personnel, and to data and records relating to the Services excluding:
(x) attorney-client privileged information; (y) internal audits (provided that Vendor shall provide summaries
of such audits that are prepared by the person that produced the original audit report); and (z) cost data
(other than where cost is the basis for determining Phoenix's charges) for the purpose of performing audits and
inspections of either Vendor or any of its subcontractors during the Term and for the period Vendor is required
to maintain records hereunder to:

              (i)       verify the accuracy of Charges and invoices, and the inventory of Phoenix supplies and
other Phoenix assets, if any;

              (ii)      verify the integrity of Phoenix Data and examine the systems that process, store,
support and transmit that data;

              (iii)     verify that Vendor and Phoenix are in compliance with Applicable Laws; and

              (iv)      examine Vendor's performance of the Services and conformance to the terms of this
Agreement including, to the extent applicable to the Services and to the Charges therefore, performing audits:

                        (A)      of practices and procedures;

                        (B)      of systems, Equipment and Software;

                        (C)      of supporting information and calculations regarding compliance with Service
Levels;

                        (D)      of general controls and security practices and procedures;

                        (E)      of disaster recovery and back-up procedures;

                        (F)      of the efficiency of Vendor in performing the Services (but only to the extent
affecting Charges for, or timing of, Services); and

                        (G)      as necessary to enable Phoenix to meet, or to confirm that Vendor is meeting,
applicable regulatory and other legal requirements.

         (b) If, as required by Section 10.6(d), Vendor is unable to include such provisions in a subcontract,
Vendor shall disclose such inability in connection with obtaining Phoenix's consent to use such subcontractor.
Without limiting the generality of the foregoing, the audit rights with respect to subcontracts assigned by
Phoenix to Vendor shall be as set forth in such subcontracts.

         In addition but subject to the procedures described in (a) above, Vendor shall provide information
sufficient to allow Phoenix or a designated third party to ensure that current server packs, patches and
firmware are in place. Vendor will also permit
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Phoenix or its Affiliates (or its and their auditors) to perform any of the following as requested by Phoenix:

         •    a review of information security policy documents;
         •    security policies and procedures review;
         •    physical security controls;
         •    external network penetration attempts;
         •    application penetration attempts;
         •    vulnerability assessment;
         •    internal penetration attempts;
         •    attempts to gain access through social engineering techniques;
         •    a complete report of attacks and tools used, findings, and recommendations;
         •    a follow-up review to confirm that recommendations were implemented; and
         •    a determination of whether controls testing was performed on each technology control to be relied
              upon in production processing--including physical access.

         (c) Vendor and Phoenix shall meet and review each audit report promptly after its issuance, and, as
part of such meeting, Vendor shall provide responses to Phoenix on the issues in such audit report. Vendor
shall provide to Phoenix's auditors, inspectors, regulators, and representatives the assistance they require,
including installing and operating audit software. Vendor shall notify Phoenix if the installation of any audit
software would materially and adversely affect Vendor's ability to meet the Service Levels. After receiving
such notice, Phoenix shall either alter its request or temporarily waive the Service Levels that would be
adversely affected. Vendor shall cooperate fully with Phoenix and its designees in connection with audit
functions and with regard to examinations by regulatory authorities. Phoenix shall require that its auditors
and other representatives comply with Vendor's reasonable security requirements.

         (d) If a pre-existing or new agreement between Phoenix and any of its customers provides such
customers the right to audit Phoenix's operations, the audit rights hereunder shall be extended to such
customer to the extent relevant to such customer's agreement with Phoenix; provided that Phoenix shall at all
times be responsible for such auditors as if they were Phoenix personnel and for coordinating any such audits.

         (e) With respect to any change management or benchmarking adjustment proposed by Vendor, or any
proposed adjustment offered by Vendor in connection with an Extraordinary Event, New Service or Phoenix's
withdrawal of Services under Section 3.6(b) (each, an "Adjustment"), if Phoenix disputes such Adjustment, in
addition to any other rights that Phoenix has under this Agreement, Phoenix may retain an independent third
party (which may include Phoenix's auditors or Deloitte & Touche, notwithstanding their other relationships
with Phoenix) to audit Vendor's or any of its subcontractor's costs (only to the extent cost is the basis for
determining Phoenix's Charges) associated with such Adjustment; provided (i) such independent third party shall
execute a nondisclosure agreement with both Parties containing
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confidentiality and nondisclosure terms substantially similar to those set forth in this Agreement, and (ii)
such independent third party may not disclose Vendor's or any of its subcontractor's cost data (only to the
extent such third party had the right to include cost data, as indicated above) associated with such Adjustment
to Phoenix, but may provide sufficient information to Phoenix to enable Phoenix to assess the validity of such
Adjustment. Vendor shall maintain, and shall cause its subcontractors to maintain, sufficient records to permit
such independent third party to conduct such audits, and shall provide such independent third party with
reasonable access to its and each of its subcontractor's records for the purpose of performing such audits.
Vendor shall provide its full cooperation and assistance as is reasonably requested by such independent third
party.

11.3     Vendor Internal Controls.

         (a) Vendor shall conduct audits of or pertaining to the Services in such manner and at such times as
is consistent with the audit practices of well managed operations performing services similar to the Services.
Subject to the following provisions regarding the costs or fees to perform such audits, Vendor will provide
Phoenix with SAS 70 II reports for facilities used to provide Services to Phoenix if required by Phoenix's
independent auditors. With regard to the costs of such SAS 70 II audits, Vendor regularly performs such audits
on some, but not all, of the hardware/software platforms within its data centers. If Phoenix desires to have
the SAS 70 II audit results of one of the platforms within a particular data center on which Vendor regularly
performs such audits made available to it, Phoenix shall be charged the allocated cost to the Vendor account at
that time on a per hardware/software platform per data center basis. If Phoenix desires to have the SAS 70 II
audit results of one of the platforms within a data center on which Vendor does not regularly perform such
audits made available to it, Phoenix may bring in a third party to perform such an audit and Vendor shall
reasonably cooperate with Phoenix and such third party in the performance of such audit, subject to
confidentiality and security measures.

         (b) Vendor shall perform a security audit at least annually. This audit shall test the compliance to
the agreed-upon security standards and procedures as reflected in Schedule A (Statement of Work). If the audit
shows any matter that may adversely affect Phoenix, Vendor shall disclose such matter to Phoenix and provide a
detailed plan to remedy such matter. If the audit does not show any matter that may adversely affect Phoenix,
Vendor shall provide the audit or a reasonable summary thereof to Phoenix. Any such summary may be limited to
the extent necessary to avoid a breach of Vendor's security by virtue of providing such summary. Vendor shall
perform such security audits at a level no less thorough than Phoenix's requirements as of the Effective Date
as made known to Vendor prior to the Effective Date. Phoenix may use a third party or its internal staff for an
independent audit or to monitor the Vendor audit. If Phoenix chooses to conduct its own security audit, such
audit shall be at Phoenix's expense.

11.4     Audit Follow-up.

         (a) Following an audit or examination, Phoenix may conduct (in the case of an internal audit), or
request its external auditors or examiners to conduct, an exit
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conference with Vendor to obtain factual concurrence with issues identified in the review.

         (b) Vendor shall make available promptly to Phoenix the results of any review or audit conducted by
Vendor or Vendor's Affiliates, or their contractors, agents or representatives (including internal and external
auditors), relating to Vendor's operating practices and procedures to the extent that the review, audit or
subsequent results are relevant to the Services or Phoenix. Such audits shall include SAS 70 II reports to the
extent such reports are performed or available as reflected in Section 11.3(a).

         (c) Vendor and Phoenix shall meet to review each audit report promptly after its issuance and to
mutually agree upon the appropriate manner, if any, in which to respond to the changes suggested by the audit
report. Vendor shall provide status updates covering the audit responses. Phoenix and Vendor agree to develop
operating procedures for the sharing of audit and regulatory findings and of reports related to Vendor's
operating practices and procedures produced by auditors or regulators of either Party. Audit issues resulting
from Vendor's actions will be corrected as set forth in Section 11.6, and, as applicable, by reducing pricing
that addresses issues(s) revealed by such audit.

11.5     Records Retention.

         Until the latest of (a) seven (7) years after expiration or termination of this Agreement; (b) all
pending matters relating to this Agreement (e.g., disputes) are closed; or (c) the information is no longer
required to meet Phoenix's records retention policy as such policy may be adjusted from time to time, Vendor
shall maintain and provide access upon request to the records, documents, and other information required to
meet Phoenix's audit rights under this Agreement. Before destroying or otherwise disposing of such information,
Vendor shall provide Phoenix with sixty (60) days prior notice and offer Phoenix the opportunity to recover
such information or to request Vendor to deliver such information to Phoenix.

11.6     Discovery of Overcharge of Phoenix.

         If an audit shows that Vendor has overcharged Phoenix, at Phoenix's option Vendor shall credit to
Phoenix's account an amount equal to the amount of the overcharge plus interest at the prime rate plus two (2)
percentage points calculated from the date the overcharge was paid by Phoenix to Vendor, or to pay the amount
to Phoenix directly. For the purposes of this Section, the prime rate shall be the rate set forth in the Wall
Street Journal, New York edition, "Money Rates" section (or any successor thereto) at the time of such audit.
If an audit shows that Vendor overcharged Phoenix, net of any undercharges identified in the audit, then Vendor
shall also pay Phoenix an amount equal to the cost of the audit.




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12.      PHOENIX RESPONSIBILITIES

12.1     Responsibilities.

         Phoenix shall have no other responsibilities than those expressly set forth in this Agreement
(including any reflected in any schedules or exhibits to this Agreement). Those responsibilities include the
following:

         (a) Phoenix shall designate one (1) individual to whom Vendor may address all Vendor communications
concerning this Agreement (the "Phoenix Contract Executive").

         (b) Phoenix shall cooperate with Vendor, including by making available management decisions,
information, approvals and acceptances, as reasonably requested by Vendor so that Vendor may accomplish its
obligations and responsibilities under this Agreement. The Phoenix Contract Executive or its designee shall be
the principal point of contact for obtaining such decisions, information, approvals and acceptances. Only
personnel as expressly so designated by the Phoenix Contract Executive shall be authorized to make commitments
on the part of Phoenix that amend this Agreement or commit resources that are subject to a Resource Volume
Baseline. To the extent Vendor relies on the apparent authority of other personnel, it does so at its own risk
and without obligation on Phoenix's part.

12.2     Savings Clause.

         Due to the impact any termination of this Agreement would have on Phoenix's business, Phoenix's
failure to perform its responsibilities set forth in this Agreement (other than as provided in Section 21.2)
shall not be grounds for termination by Vendor notwithstanding any provision in this Agreement to the contrary.
Vendor acknowledges that Phoenix would not be willing to enter into this Agreement without assurance that it
may not be terminated by Vendor and that Vendor may not suspend performance except, and only to the extent,
provided under this Agreement.

13.      CHARGES

13.1     General.

         The charges for the Services ("Charges") are set forth in this Agreement. Phoenix shall not be
required to pay Vendor any amounts for the Services in addition to those set forth in this Agreement. Except as
otherwise set forth in this Agreement, in no event will information or changes in circumstances discovered
after the Effective Date regarding Phoenix operations of any kind serve as the basis for Vendor to adjust the
pricing or terms of this Agreement or any of the Schedules.

13.2     Pass-Through Expenses.

         (a) "Pass-Through Expenses" shall mean third-party charges that are to be (i) paid directly by Phoenix
and (ii) administered by Vendor. All Pass-Through Expenses shall be listed in Exhibit C-7 to Schedule C
(Charges), as may be amended.

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         (b) Vendor shall arrange for delivery by third parties to Vendor of invoices for Pass-Through
Expenses. Vendor shall promptly review such invoices upon receipt and provide Phoenix with the original invoice
together with a statement identifying which Charges are proper and valid and should be paid by Phoenix.

         (c) Vendor shall use Commercially Reasonable Efforts to minimize the amount of any particular
Pass-Through Expense. With respect to services or materials paid for on a Pass-Through Expenses basis, Phoenix
reserves the right to:

              (i)       obtain such services or materials directly from one or more third parties;

              (ii)      designate the third-party source for such services or materials;

              (iii)     designate the particular services or materials (e.g., equipment make and model) Vendor
shall obtain (although if Vendor demonstrates to Phoenix that such designation shall have an adverse impact on
Vendor's ability to meet the Service Levels, such designation shall be subject to Vendor's reasonable
approval);

              (iv)      designate the terms for obtaining such services or materials (e.g., purchase or lease
and lump sum payment or payment over time);

              (v)       require Vendor to identify and consider multiple sources for such services or materials
or to conduct a competitive procurement; and

              (vi)      review and approve the applicable Pass-Through Expenses before entering into a contract
for particular services or materials.

13.3     Incidental Expenses.

         Except as may be otherwise provided in this Agreement, expenses that Vendor expects to incur in
performing the Services (including travel and lodging, document reproduction and shipping, and long-distance
telephone) are included in Vendor's Charges and rates set forth in this Agreement. Accordingly, such Vendor
expenses are not separately reimbursable by Phoenix unless, on a case-by-case basis for unusual expenses,
Phoenix has agreed in advance and in writing to reimburse Vendor for the expense. Notwithstanding the above or
any other provision in this Agreement to the contrary, Vendor shall use Commercially Reasonable Efforts to
minimize any expenses that Phoenix is required or elects to pay under this Agreement.

13.4     Taxes.

         (a) Each Party shall be responsible for any personal property taxes on property it owns or leases, for
franchise and privilege taxes on its business, and for taxes based on its net income or corporate level gross
receipts.

         (b) Vendor shall be responsible for any sales, use, excise, value-added, services, consumption or
other taxes and duties payable by Vendor on the goods or services used or consumed by Vendor in providing the
Services where the tax is imposed on Vendor's acquisition or use of such goods or services and the amount of
tax is measured by Vendor's costs in acquiring such goods or services.
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         (c) Phoenix shall be responsible to pay to Vendor, or reimburse Vendor for the payment of, and Vendor
shall be responsible for the collection and remittance of, any and all sales, use, excise, value-added,
services, consumption, and other taxes assessed on the provision of the Services provided by the Vendor after
the Effective Date. Vendor and Phoenix shall agree on the appropriate method for invoicing the Services to be
certain to capture only those services subject to tax and the appropriate tax rate. If and to the extent any
such tax is reduced or eliminated during the Term, Vendor shall decrease the amounts invoiced to Phoenix to
fully reflect the reduction or elimination of such tax.

         (d) The Parties agree to comply with the requirements of the exemption under the Connecticut Sales and
Use Tax Law pertaining to all computer related services and related equipment as provided for in Ruling 98-1,
96-8.

         (e) If, any sales, use, excise, value added, services, consumption or other tax is assessed on the
provision of any of the Services, the Parties shall work together to segregate the payments under this
Agreement into three (3) payment streams:

              (i)       those for taxable Services;

              (ii)      those for which Vendor functions merely as a payment agent for Phoenix in receiving
goods, supplies, or services (including leasing and licensing arrangements); and

              (iii)     those for other nontaxable Services, including those services and related equipment
sales that qualify under the exemption of outsourcing as noted in the ruling referenced in Section 13.4(d).

         (f) The Parties agree to cooperate with each other to enable each to more accurately determine its own
tax liability and to minimize such liability to the maximum extent legally permissible. Unless Phoenix has
provided Vendor with tax-exemption, direct pay, or resale certificates, Vendor's invoices shall separately
state the amounts of any taxes Vendor is collecting from Phoenix, and Vendor shall remit such taxes to the
appropriate authorities.

         (g) Each Party shall provide and make available to the other any direct pay or resale certificates,
information regarding out-of-state or out-of-country sales or use of equipment, materials or services, and
other exemption certificates or information reasonably requested by the other Party.

         (h) Each Party shall promptly notify the other Party of, and coordinate with such other Party the
response to and settlement of, any claim for taxes asserted by applicable taxing authorities for which it is
responsible hereunder, it being understood that with respect to any claim arising out of a form or return
signed by a Party to this Agreement, such Party shall have the right to elect to control the response to and
settlement of the claim, but the other Party shall have all rights to participate in the responses and
settlements that are appropriate to its potential responsibilities or liabilities. Vendor reserves the right to
settle any and all claims and audits, without notification to or approval by Phoenix, provided however, that
(a) in such event,

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Vendor shall not hold Phoenix responsible for any such settled claim or audit and (b) such settled claim or
audit did not and will not directly relate to Phoenix.

         (i) If Phoenix reasonably requests Vendor, timely and in writing, and with appropriate statutory
authority, to challenge the imposition of any tax, Vendor shall do so in a timely manner and Phoenix shall
reimburse Vendor for the reasonable legal fees and expenses it incurs.

         (j) Each Party shall be entitled to any tax refunds or rebates granted to the extent such refunds or
rebates are of taxes that were paid by such Party.

13.5     Extraordinary Events.

         (a) An "Extraordinary Event" shall mean:

              (i)       with respect to a resource subject to a baseline, a circumstance in which Phoenix's
actual purchase of such resource within such Service Tower from Vendor varies or is expected to vary from the
applicable baseline for the foreseeable future or at least three (3) consecutive months by more than plus or
minus twenty-five percent (25%);

              (ii)      with respect to a Service that is not subject to a baseline, in a circumstance in which
Phoenix's actual purchase of such Service within such Service Tower from Vendor is reduced under Section 3.6 by
an amount that exceeds 25% of the Base Charges for such Service Tower in any Contract Year, or

              (iii)     A reduction of Services within a Service Tower resulting from any combination of (A)
RRCs and (B) reductions pursuant to Section 3.6 of this Agreement, that exceeds a 35% reduction of the Base
Charges for such Service Tower in any Contract Year.

         (b) Upon the occurrence of an Extraordinary Event, the Parties shall negotiate in good faith with
regard to the adjustment of Vendor's Charges and resources (including Base Charges and rates as appropriate) as
well as any other impacted terms and conditions of this Agreement. For the avoidance of doubt, either Party may
notify the other that an Extraordinary Event has occurred.

         (c) If within sixty (60) days following a Party's notice of the occurrence of an Extraordinary Event,
the Parties have not agreed upon the foregoing, then the pricing will be determined (i) initially as provided
under Section 20.1(a) and, if not resolved thereunder after ten (10) Business Days, (ii) by binding arbitration
conducted pursuant to Section 20.3.

13.6     New Services.

         Services that are materially different from, and in addition to, the Services shall be considered "New
Services." The Parties' obligations with respect to New Services shall be as follows:

         (a) If the performance of the additional functions can be reflected in a change in the volume of
chargeable resource usage, and the net change in the resources and
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expenses required to perform the additional functions would not be disproportionately different from the
corresponding change in the volume or composition of such chargeable resource usage from performing such
additional functions, then the charge, if any, for such additional functions shall be determined pursuant to
Section 5.2 of Schedule C (Charges), this Section 13.6 and the other Sections of this Agreement relating to New
Services. The additional functions shall then be considered "Services" and shall be subject to the provisions
of this Agreement. In addition, the Parties may work together to re-prioritize certain then existing Services
and/or Service Levels in order to determine if, by such re-prioritization of existing work or Service Levels,
Vendor could accommodate the Phoenix requested additional functions with the then current account staff,
Equipment, Software and other related items. If Vendor determines, in its sole discretion, that it could
accommodate such additional functions, such function shall become Services without the necessity of an added
charge so long as such accommodation does not jeopardize the performance by Vendor of any other of the Services
at the Service Levels.

         (b) If the performance of the additional functions cannot be reflected in a change in the volume of
chargeable resource usage, or if the net change in the resources and expenses required to perform the
additional functions would be disproportionately different from the corresponding change in the volume or
composition of chargeable resource usage from performing such additional functions, then:

              (i)      Vendor shall quote to Phoenix a charge (which may be variable) for such additional
functions that is competitive with the charge Vendor provides for similar functions to its other customers.
Such charges shall take into account, as applicable, resources and expenses of Vendor for then-existing
portions of the Services that would no longer be required if the additional functions would be performed by
Vendor; and

              (ii)     upon receipt of such quote, Phoenix may then elect to have Vendor perform the additional
functions, and the Charges under this Agreement shall be adjusted, if appropriate, to reflect such functions.
If Phoenix so elects, such services shall be subject to the provisions of this Agreement.

         (c) If, although the Parties cannot agree upon the pricing applicable to a New Service that, although
materially different from the Services is still closely related to the Services then being provided by Vendor,
Phoenix nonetheless desires Vendor to perform such New Service, and as the incumbent service provider Vendor
has a competitive advantage over third parties in providing such New Service, then upon Phoenix's written
instruction to proceed, Vendor shall begin performance of such New Service and, until that time when Phoenix
and Vendor can agree on the applicable charge for the New Service, Vendor will provide such New Service at the
applicable time and materials rates reflected in Exhibit C-5 to Schedule C (Charges). If within sixty (60) days
following Phoenix's written instruction to proceed, the Parties have not agreed on the applicable charges for
the New Service, then the pricing will be determined (i) initially as provided under Section 20.1(a) and, if
not resolved thereunder after ten (10) Business Days, (ii) by binding arbitration conducted pursuant to Section
20.3.

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         (d) Phoenix may in its discretion elect to solicit and receive bids from, or otherwise enter into
agreements with, third parties to perform or to perform itself such additional functions. If Phoenix so elects,
Vendor shall cooperate with Phoenix and the third parties with respect to the provision of such services.

         (e) Evolution, supplements, modifications, enhancements and replacements of the Services over time to
keep pace with technological advancements and improvements in the methods of delivering services shall not be
deemed to be New Services.

13.7     Benchmarks for Cost of Services.

         (a) Phoenix shall have the right during the Term to benchmark the Charges for all or a portion of the
Services by Service Tower.

         (b) A benchmarking under this Section shall be conducted by an independent industry-recognized
benchmarking service provider (other than a Vendor Competitor) designated by Phoenix (the "Benchmarker"). For
the avoidance of doubt, the following shall not be deemed to be a "Vendor Competitor" and are acceptable
Benchmarkers to the Parties: Gartner and Meta Group. The Parties shall jointly retain and pay the charges for
the Benchmarker. The Parties shall cooperate with the Benchmarker, including, as appropriate, making available
knowledgeable personnel and pertinent documents and records.

         (c) The Benchmarker shall perform the benchmarking in accordance with Benchmarker's documented
procedures that shall be provided to the Parties prior to the start of the benchmarking process. The
Benchmarker shall compare the Charges under this Agreement for the Services being benchmarked to the costs
being incurred in a representative sample of IT operations by or for other entities. The Benchmarker shall
select the representative sample from entities (i) identified by the Benchmarker and approved by the Parties
and (ii) identified by a Party and approved by the Benchmarker. The following conditions apply to the
representative sample: (A) it shall include no more than eight (8) entities and no less than four (4) entities;
(B) it may include entities that are outsourcing customers of Vendor; and (C) it may not include non-outsourced
entities.

         (d) The Benchmarker is to conduct a benchmarking as promptly as is prudent in the circumstances. In
conducting the benchmarking, the Benchmarker shall normalize the data used to perform the benchmarking to
accommodate, as appropriate, differences in volume of services, scope of services, service levels, financing or
payment streams, service window coverage, geographic scope, Vendor's upfront costs, the relationship between
charges for an individual tower and the aggregate charges, the overall financial structure of the agreement,
sophistication of the underlying technology, contract terms and conditions (to the extent available), other
factors unique to Phoenix's and the comparison contract's requirements, and other factors the Benchmarker views
to be pertinent. Each Party shall be provided a reasonable opportunity to review, comment on and request
changes in the Benchmarker's proposed findings. Following such review and comment, the Benchmarker shall issue
a final report of its findings and conclusions.

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         (e) If in the final report of the Benchmarker, the Charges to Phoenix under this Agreement for the
benchmarked Services are not in the least expensive quartile of the representative sample, then:

              (i)      Vendor shall give Phoenix written notification within thirty (30) days after issuance of
the Benchmarker's final report whether or not Vendor accepts such final report even after the review and
comment period reflected in (d) above, and, if Vendor does not accept such final report, Vendor shall give
Phoenix its reasons in writing for not accepting such report; provided however, that Vendor shall only be
permitted to reject such final report if the Benchmarker has materially failed to follow the normalization
procedures reflected in (d) above, in which event the parties shall discuss such failure with the Benchmarker
so that the Benchmarker can take appropriate corrective action. Subject to the foregoing if Vendor does accept
such final report, Vendor promptly shall develop a plan and schedule, subject to the approval of Phoenix, to
bring Vendor's Charges within the top quartile in a reasonable period of time, but in any event no longer than
within six (6) months. Without limiting the generality of the foregoing, the plan may propose changes to the
method, manner, or quality of the Services to the extent Vendor can demonstrate the changes were not already
reflected in the benchmark. Vendor then shall implement the plan and achieve the top quartile in the designated
period of time. If Vendor fails to implement the plan and achieve the top quartile in the designated period of
time then, without limitation of any other remedy hereunder and notwithstanding anything to the contrary
contained in this Agreement, Phoenix may terminate the applicable Services without the payment to Vendor of any
termination or other fees of any kind.

              (ii)     If Vendor does not provide notification in accordance with paragraph (i) above, fails to
develop promptly and implement a plan in accordance with paragraph (i) above, or fails to satisfy paragraph (i)
above in the required time period, then Phoenix may terminate the benchmarked Services or any portion thereof
by giving Vendor at least sixty (60) days prior notice. In the case of termination by Phoenix of Services in
accordance with this Section, the Charges payable under this Agreement for continuing Services shall be
equitably adjusted to reflect the Services that are terminated.

         (f) If in the final report of the Benchmarker, the Charges to Phoenix under this Agreement for the
benchmarked Services are in the top quartile of the representative sample (viewed from the perspective of most
beneficial to Phoenix), then no adjustment shall be made. In no event shall Charges be increased based on the
results of a benchmarking process.

         (g) Subject to the provisions of this Section 13.7, the determination of the Benchmarker shall be
final and binding on the Parties, unless a Party demonstrates: (i) fraud or collusion in the benchmarking
process, (ii) that the Benchmarker made an arithmetic error, or (iii) a material failure of the Benchmarker to
conform to the methodology set forth in Sections 13.7(c) and 13.7(d).

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14.      Invoicing and Payment

14.1     Invoicing.

         (a) Vendor shall invoice Phoenix for all Charges due under this Agreement in the manner reflected in
this Section 14.1. Base Charges, as defined in Section 2.1(b) of Schedule C (Charges), shall be invoiced on a
monthly basis in arrears at the end of the month in which the Services which are the subject of the Base
Charges were performed. ARCs, RRCs and any other variable amounts or Charges that are in addition to the Base
Charges for a month will be invoiced on a monthly basis but will be invoiced on the following month's invoice.

         (b) To the extent a credit is due Phoenix pursuant to this Agreement, Vendor shall provide Phoenix
with an appropriate credit against amounts then due and owing; if no further payments are due to Vendor, Vendor
shall pay such amounts to Phoenix within thirty (30) days.

         (c) Vendor shall render a single, consolidated, monthly invoice for each month's Charges, showing the
details reasonably specified by Phoenix, including details necessary to satisfy Phoenix's internal accounting
and chargeback requirements (such as allocating Charges among business units, Service components, Projects,
locations, Affiliates and departments, as such requirements are reflected in Schedule A (Statement of Work) at
a level at least as comprehensive and detailed as that specified in Exhibit C-6 to Schedule C (Charges). Such
invoice shall separately identify Pass-Through Expenses for the month, amounts prepaid by Phoenix, the number
of hours allocated to Projects, broken out by Project and indicating, as applicable, (i) where Project pool
resources are drawn down (as described in Section 6 of Schedule C (Charges)) and (ii) where additional Charges
(other than the Base Charges) have been incurred, and the amounts of any taxes Vendor is collecting from
Phoenix. The invoice shall state for each item or Service charged, other than the Annual Services Charges and
ARCs or RRCs, the clause in this Agreement authorizing Vendor to charge for such item or Service. Vendor shall
include with the invoice the calculations utilized to establish the charges in sufficient detail to enable
Phoenix to confirm the accuracy of the Charges included in the invoice. The form of invoice is included as
Exhibit C-6 to Schedule C (Charges).

         (d) Each month's invoice shall be complete as to the Charges applicable to the Services provided in
the month to which such invoice applies. Vendor may not charge Phoenix any additional amounts for Charges for a
month for which an invoice has been rendered, except: (i) mistakes not corrected in the next month's invoices
(e.g. the month after the erroneous billing); (ii) certain charges which are not reasonably capable of being
determined as of the date of such invoice, provided that such charges are invoiced within ninety (90) days
after they have been incurred; or (iii) if different payment terms are agreed upon with respect to a specific
amount.

14.2     Payment Due.

         Subject to the other Sections of this Agreement, invoices complying with the requirements of this
Agreement and properly submitted to Phoenix shall be due and payable by Phoenix within thirty (30) days after
receipt by Phoenix with respect to the

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Base Charges component of the invoice and sixty (60) days after receipt by Phoenix with respect to the
ARCs/RRCs and any other non-Base Charge. If a due date does not fall on a business day, payments must be
received by Vendor on or before one business day after such date. Subject to Section 14.8, any amount not paid
when due will bear interest until paid at a rate of interest equal to the lesser of (x) prime rate plus two (2)
percentage points calculated from the date payment was due or (y) the maximum rate of interest allowed by
applicable law. For the purposes of this Section, the prime rate shall be the rate set forth in the Wall Street
Journal, New York edition, "Money Rates" section (or any successor thereto) at that time.

14.3     Accountability.

         Vendor shall maintain complete and accurate records of and supporting documentation for the amounts
billable to and payments made by Phoenix under this Agreement in accordance with generally accepted accounting
principles applied on a consistent basis. Vendor shall provide Phoenix with documentation and other information
with respect to each invoice as may be reasonably requested by Phoenix to verify accuracy and compliance with
the provisions of this Agreement.

14.4     Proration.

         Periodic Charges under this Agreement are to be computed on a calendar month basis, and shall be
prorated for any partial month.

14.5     Prepaid Amounts.

         Subject to Section 9.2 of Schedule C (Charges), where Phoenix has prepaid for a service or function
for which Vendor is assuming financial responsibility under this Agreement, upon either Party identifying the
prepayment, Vendor shall refund to Phoenix that portion of such prepaid expense that is attributable to periods
on and after the applicable Service Tower Commencement Date. Upon Vendor's request and as a condition to
Vendor's obligation, Phoenix shall provide substantiation and documentation of any prepaid expense for which it
believes it is entitled to credit hereunder.

14.6     Refunds and Credits.

         If Vendor receives a refund, credit or other rebate for goods or services previously paid for by
Phoenix, Vendor shall promptly notify Phoenix of such refund, credit or rebate and shall promptly pay the full
amount of such refund, credit or rebate, as the case may be, to Phoenix.

14.7     Deduction.

         Phoenix shall have the right to deduct from amounts owed by Phoenix to Vendor under this Agreement any
amount that Vendor is obligated to pay to or credit to Phoenix.

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14.8     Disputed Charges.

         Subject to Phoenix's right of deduction under Section 14.7, Phoenix shall pay undisputed Charges when
those payments are due. If any portion of an amount due to Vendor under this Agreement is subject to a bona
fide dispute between the Parties, Phoenix shall pay to Vendor on the date such amount is due all amounts not
disputed in good faith by Phoenix. Within twenty (20) days of the date of Phoenix's receipt of the invoice on
which a disputed amount appears, Phoenix will notify Vendor in writing of the specific items in dispute, and
will describe in reasonable detail Phoenix's reason for disputing each such item. If Phoenix has failed to give
notice of such a dispute, Vendor may request Phoenix to identify the reasons for its dispute. Phoenix shall
reply to any such request within ten (10) days. For the avoidance of doubt, Phoenix's failure to provide any
notice of dispute or meet any other obligation under this Section 14.8 shall not constitute a waiver by Phoenix
of any right or remedy available to it at law or equity or this Agreement, including any right Phoenix may have
to dispute (or recover) amounts claimed by Vendor to be due hereunder. In the event the dispute is found in
Vendor's favor, interest (at the rate reflected in Section 14.2) will be due and owing accruing back to the
date such amount would have been due as an undisputed amount.

15.      SAFEGUARDING OF DATA; CONFIDENTIALITY

15.1     General.

         (a) Phoenix Confidential Information shall be and remain, as between the Parties, the property of
Phoenix. Vendor shall not possess or assert any lien or other right against or to Phoenix Confidential
Information. Phoenix Confidential Information shall not be:

              (i)      used by Vendor other than in connection with providing the Services;

              (ii)     disclosed, sold, assigned, leased or otherwise provided to third parties by Vendor,
other than as permitted in this Agreement; or

              (iii)    commercially exploited by or on behalf of Vendor.

         (b) Phoenix Confidential Information shall not be utilized by Vendor for any purpose other than that
of rendering the Services under this Agreement.

15.2     Safeguarding Phoenix Data.

         (a) Vendor shall establish and maintain safeguards (to the extent and as reflected in Schedule A
(Statement of Work)) against the destruction, loss, or alteration of Phoenix Data in the possession of Vendor
which are no less rigorous than those implemented and in use by Phoenix as of the Effective Date, to the extent
such safeguards are made known to Vendor, either through documented security policies provided by Phoenix or
through disclosure by Transitioned Employees, and Vendor shall make no changes thereto unless agreed by
Phoenix. Vendor shall maintain such safeguards until the Security Plan (as defined below) becomes effective.

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         (b) Within three (3) months of the first Service Tower Commencement Date, and annually thereafter as
part of the technology planning process described in Section 10.7, Vendor shall provide Phoenix with a security
plan (the "Security Plan") describing upgrades to Phoenix's data security procedures and the related
infrastructure for Phoenix Data in the possession of Vendor necessary to bring such procedures and
infrastructure into compliance with the standards the Parties agree are appropriate for Phoenix, which at a
minimum will include any then-current Phoenix security standards and policies. Vendor shall implement the
initial Security Plan and each annual plan thereafter.

         (c) If Phoenix requests enhancements that are not necessary to satisfy either the safeguards
maintained by Phoenix as of the Effective Date, or the requirements of any Security Plan agreed upon by the
Parties, Vendor shall implement such improvements as a New Service, except that any additional (i.e., other
than those reflected in Schedule A (Statement of Work)) disaster recovery measures or safeguards reasonably
deemed by Phoenix to be necessary to protect any Personally Identifiable Information shall be subject to the
Contractual Change Control Procedure. Phoenix shall have the right to establish backup security for data and to
keep backup data and data files in its possession if it chooses.

         (d) Vendor Personnel shall not attempt to access, or allow access to, any Phoenix Data which they are
not permitted to access under this Agreement. If such access is attained (or is reasonably suspected), Vendor
shall promptly report such incident to Phoenix, describe in detail the accessed Phoenix Data, and if applicable
return to Phoenix any copied or removed Phoenix Data.

         (e) The systems security measures required under Sections 15.2(a) and 15.2(b) shall include, to the
extent the same is being used by Phoenix as of the applicable Service Tower Commencement Date, any System
Software which:

              (i)      requires all users to enter a user identification and password prior to gaining access
to the information systems;

              (ii)     controls and tracks the addition and deletion of users; and

              (iii)    controls and tracks user access to areas and features of the information systems.

         (f) Phoenix Data (a) shall not be used by Vendor other than pursuant to this Agreement, (b) shall not
be disclosed, sold, assigned, leased or otherwise provided to third parties by Vendor, except as required by
any court or administrative agency, by Applicable Law, (c) shall not be commercially exploited by or on behalf
of Vendor, its employees or agents, (d) shall be stored separately from Vendor's property or any property or
data of third parties, and (e) shall not be co-mingled with Vendor's data or any data from any other client.

         (g) Notwithstanding any other provision of this Section 15.2, the security to be provided by Vendor at
its locations shall be Vendor's standard security at such location unless the Parties otherwise agree as a New
Service.

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15.3     Confidential Information.

         (a) Vendor and Phoenix each acknowledge that they may be furnished with, receive or otherwise have
access to information of or concerning the other Party that such Party considers to be confidential, a trade
secret or otherwise restricted. "Confidential Information" shall mean all information, in any form, furnished
or made available directly or indirectly by one Party to the other that is marked confidential, restricted, or
with a similar designation. The terms and conditions of this Agreement shall be deemed Confidential Information
of each Party. In the case of Phoenix, Confidential Information also shall include, whether or not marked
confidential, restricted or with a similar designation: (i) Phoenix Data; (ii) the specifications, designs,
documents, software, documentation, data and other materials and work products owned by Phoenix pursuant to
this Agreement; (iii) all information concerning the operations, employees, assets, customers, affairs or
businesses of Phoenix, the financial affairs of Phoenix, or the relations of Phoenix with its customers,
employees and service providers (including customer lists, customer information, account information, analyses,
compilations, forecasts, studies, and consumer market information); and (iv) Software provided to Vendor by or
through Phoenix (collectively, the "Phoenix Confidential Information"). In the case of Vendor, Confidential
Information also shall include, whether or not whether or not marked confidential, restricted or with a similar
designation, Vendor's financial information, personnel records, information regarding Vendor's, its Affiliates'
or its subcontractors' business plans and operations, and software, tools, and methodologies owned or used by
Vendor, its Affiliates or its subcontractors.

         (b) Obligations in Connection with Confidential Information.

              (i)      Each Party shall use at least the same degree of care as it employs to avoid
unauthorized disclosure of its own information, but in any event no less than Commercially Reasonable Efforts
(except that the case of Phoenix Data, the degree of care required of Vendor shall be that degree of care
specified under Section 15.2), to prevent disclosing to unauthorized parties the Confidential Information of
the other Party, provided that Vendor may disclose such information to properly authorized entities as and to
the extent necessary for performance of the Services, and Phoenix may disclose such information to third
parties as and to the extent necessary for the conduct of its business, where in each such case:

                       (A)      the receiving entity first agrees in writing to terms and conditions
substantially the same as the confidentiality provisions set forth in this Agreement;

                       (B)      use of such entity is authorized under this Agreement;

                       (C)      such disclosure is necessary or otherwise naturally occurs in that entity's
scope of responsibility; and

                       (D)      the disclosing Party assumes full responsibility for the acts and omissions of
such third party.

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              (ii)     As requested by Phoenix during the Term (provided that Vendor shall be excused from the
Service Levels to the extent Phoenix's request precludes performance of the Services), upon expiration or any
termination of this Agreement, or completion of Vendor's obligations under this Agreement, Vendor shall return
or destroy, as Phoenix may direct, all material in any medium that contains, refers to, or relates to Phoenix
Confidential Information, in the form reasonably requested by Phoenix (provided that no data conversion is
required), and retain no copies; provided, however, that Vendor may retain copies of Vendor generated Phoenix
Confidential Information such as invoices and related financial records and Vendor may retain Phoenix materials
required as evidence for an ongoing dispute in its legal department or with its outside counsel.

              (iii)    Each Party shall ensure that its personnel comply with these confidentiality provisions.

              (iv)     In the event of any actual or suspected misuse, disclosure or loss of, or inability to
account for, any Confidential Information of the furnishing Party, the receiving Party promptly shall:

                       (A)      notify the furnishing Party upon becoming aware thereof;

                       (B)      promptly furnish to the other Party full details of the unauthorized
possession, use, or knowledge, or attempt thereof, and use reasonable efforts to assist the other Party in
investigating or preventing the reoccurrence of any unauthorized possession, use, or knowledge, or attempt
thereof, of Confidential Information;

                       (C)      take such actions as may be necessary or reasonably requested by the furnishing
Party to minimize the violation; and

                       (D)      cooperate in all reasonable respects with the furnishing Party to minimize the
violation and any damage resulting therefrom.

         (c) The Parties' obligations with respect to Confidential Information (other than Personally
Identifiable Information) shall not apply to any particular information which Vendor or Phoenix can
demonstrate:

              (i)      was, at the time of disclosure to it, public knowledge;

              (ii)     after disclosure to it, is published or otherwise becomes part of the public knowledge
through no fault of the receiving Party;

              (iii)    was in the possession of the receiving Party at the time of disclosure to it without
obligation of confidentiality;

              (iv)     was received after disclosure to it from a third party who had a lawful right to
disclose such information to it without any obligation to restrict its further use or disclosure; or

              (v)      was independently developed by the receiving Party without reference to Confidential
Information of the furnishing Party.

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         (d) In addition, a Party shall not be considered to have breached its obligations by:

              (i)      disclosing Confidential Information of the other Party (including Personally
Identifiable Information) as required to satisfy any legal requirement of a competent government body provided
that, immediately upon receiving any such request and to the extent that it may legally do so, such Party
advises the other Party of the request prior to making such disclosure in order that the other Party may
interpose an objection to such disclosure, take action to assure confidential handling of the Confidential
Information, or take such other action as it deems appropriate to protect the Confidential Information; or

              (ii)     disclosing Confidential Information of the other Party (other than Personally
Identifiable Information) to its attorneys, auditors and other professional advisors in connection with
services rendered by such advisors, provided that such Party has confidentiality agreements with such
professional advisors and/or such advisors owe professional confidentiality obligations to the Party.

         (e) Except in emergency situations, prior to a Party commencing any legal action or proceeding in
respect of any unauthorized possession, use, or knowledge, or attempt thereof, of Confidential Information by
any person or entity which action or proceeding identifies the other Party or its Confidential Information,
such Party shall seek such other Party's consent. If a Party withholds its consent, the other Party's
performance shall be excused to the extent such lack of consent impacts its ability to perform its obligations
under this Agreement.

         (f) Each Party's Confidential Information shall remain the property of that Party. Nothing contained
in the Parties' obligations with respect to Confidential Information shall be construed as obligating a Party
to disclose its Confidential Information to the other Party, or as granting to or conferring on a Party,
expressly or impliedly, any rights or license to the Confidential Information of the other Party, and any such
obligation or grant shall only be as provided by other provisions of this Agreement.

15.4     Corporate Information Risk Controls.

         (a) Vendor shall support and adhere to Phoenix's corporate information, rules, policies, standards,
procedures, and applicable regulatory requirements to the extent and as reflected in Schedule A (Statement of
Work) (collectively, "Phoenix Risk Control Requirements"). Any modifications to the Phoenix Risk Control
Requirements shall be subject to the Technical Change Control Procedure or Contractual Change Control
Procedure, as appropriate. As set forth more fully in Schedule A (Statement of Work), Vendor shall implement
and administer effective solutions as necessary to implement the Phoenix Risk Control Requirements, or as
otherwise directed by Phoenix (subject to the Technical Change Control Procedure or Contractual Change Control
Procedure, as appropriate), and shall certify that the systems used to provide the Services are in compliance
with such requirements.

              (i)      At no additional charge (A) beginning on the first Service Tower Commencement Date,
Vendor shall maintain compliance with the Phoenix Risk

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Control Requirements with which Phoenix is in compliance as of such date to the extent and as reflected in
Schedule A (Statement of Work) and (B) within six (6) months of the last Service Tower Commencement Date,
Vendor shall upgrade its facilities and otherwise begin performing the Services in a manner necessary to comply
with Vendor's own requirements of a similar nature. Notwithstanding the foregoing, if at any time Vendor
provides the Services from a shared data center at which Vendor provides services to more than one Vendor
customer, Vendor shall at all times comply with Vendor's own risk rules, policies, procedures, standards and
guidelines.

              (ii)     If Phoenix changes any Phoenix Risk Control Requirements after the first Service Tower
Commencement Date, or requests that Vendor comply with any such requirements with which Phoenix was not in
compliance as of the first Service Tower Commencement Date, and such requirements exceed Vendor's own
requirements of a similar nature, any effort necessary to bring the in scope infrastructure into compliance
with such requirements may be performed as a New Service, a Project, or otherwise pursuant to the Technical
Change Control Procedures or Contractual Change Control Procedure. If at any time Phoenix requests additional
security, Vendor shall make such security available, but shall first notify Phoenix of the incremental cost (if
any) for such security and such changes shall be subject to the Contractual Change Control Procedure. Each
Party shall designate an individual who shall serve as the primary contact for security-related issues.

         (b) If control deficiencies are identified in systems used to provide the Services, Vendor shall take
immediate and concerted action to correct the deficiency, and shall conduct a post-incident assessment and
institute measures to prevent reoccurrence. On an event-occurrence basis, Vendor shall inform Phoenix of any
significant issues surrounding the control environment caused by system changes or errors and track the status
of such issues as they are resolved. Controls in modified or reengineered systems shall be tested against those
of the previous system versions to ensure desired levels of control are in place. Vendor shall update Phoenix
on the status of those system control improvements identified during audits and agreed to by Phoenix.

         (c) Suspected or actual incidents of non-compliance with Phoenix rules, policies, and procedures shall
be managed to resolution by Vendor's compliance team, in cooperation and consultation with Phoenix, and reports
shall be provided to Phoenix on an event-occurrence basis. If Vendor Personnel are responsible for such
incidents, appropriate disciplinary action shall be taken in accordance with the appropriate Vendor personnel
policies. Additionally, Phoenix shall have the right to direct Vendor to remove any personnel on the Phoenix
account connected with such incidents.

         (d) Vendor shall conduct benchmarks or provide assessments by third parties, at Phoenix's request and
expense, of Vendor's compliance with the Phoenix corporate information risk control requirements set forth in
this Agreement. Vendor shall perform self-assessments of such compliance and make results of such
engagement-related self-assessments available to Phoenix for review. In developing new systems, Vendor shall
interface with Phoenix so that Phoenix may understand the associated controls required. This shall include
informing Phoenix of Vendor's methodology for developing control specifications and providing Phoenix with the
ability to request changes to controls early in the systems development process.

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16.      REPRESENTATIONS, WARRANTIES AND COVENANTS

16.1     General.

         Vendor represents, warrants and covenants that: (a) it has successfully provided and performed
services that are substantially equivalent to the Services for other major customers of Vendor; (b) it has
performed all necessary due diligence on Phoenix's environment (including systems, software and personnel) to
provide the Services in accordance with this Agreement; (c) its financial condition is, and during the Term
shall remain, sufficient to enable Vendor to provide the Services in accordance with this Agreement; and (d) no
additional corporate action is required to authorize Vendor to execute and deliver this Agreement or to perform
the Services.

16.2     Work Standards.

         Vendor covenants that the Services shall be rendered with promptness and diligence and shall be
executed in a workmanlike manner, in accordance with the Service Levels and the practices and high professional
standards then prevailing in the IT services industry and used in other well-managed operations performing
services similar to the Services. In the event there is a conflict between specific Service Levels identified
in this Agreement and service levels or practices and high professional standards then prevailing in the IT
services industry and used in other well-managed operations, the Service Levels identified in this Agreement
shall control and govern. Vendor covenants that it shall use adequate numbers of qualified individuals with
suitable training, education, qualifications, rights, resources, experience and skill to perform the Services.

16.3     Maintenance.

         Vendor covenants that it shall maintain the Equipment and Software so that they operate in accordance
with their specifications, including:

         (a) maintaining Equipment in good operating condition, subject to normal wear and tear;

         (b) undertaking repairs and preventive maintenance on Equipment in accordance with the applicable
Equipment manufacturer's recommendations; and

         (c) performing Software maintenance in accordance with the applicable Software vendor's documentation
and recommendations.

16.4     Efficiency and Cost Effectiveness.

         Vendor covenants that with respect to chargeable resources it shall perform the Services in the most
cost-effective manner consistent with the required level of quality and performance.

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16.5     Technology.

         Vendor covenants that it shall provide the Services using, consistent with the Technical Change
Control Procedure and refresh obligations referenced in this Agreement, proven, then-current technology that
shall enable Phoenix to take advantage of technological advancements in its industry and support Phoenix's
efforts to maintain competitiveness in the markets in which it competes throughout the Term. This Section 16.5
is not intended to conflict with or enlarge specific provisions of this Agreement (e.g., refresh or software
currency versions) or conflict with Phoenix's technology environment.

16.6     Non-Infringement.

         (a) Each Party covenants that it shall perform its responsibilities under this Agreement in a manner
that does not infringe, or constitute an infringement or misappropriation of, any patent, copyright, trademark,
trade secret or other proprietary rights of any third party.

         (b) Phoenix covenants that Phoenix's limited access rights as expressly provided for in this Agreement
will not infringe upon any patent, copyright, trademark, trade secret or other proprietary rights of any third
party.

         (c) Vendor covenants that it has obtained all requisite licenses and permits necessary to perform the
Services.

16.7     Authorization and Other Consents.

         Each Party represents, warrants and covenants to the other that:

         (a) It has the requisite corporate power and authority to enter into this Agreement and to carry out
the transactions contemplated by this Agreement;

         (b) The execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated by this Agreement have been duly authorized by the requisite corporate action on the part of such
Party and shall not constitute a violation of any judgment, order or decree;

         (c) The execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated by this Agreement shall not constitute a material default under any material contract by which it
or any of its material assets are bound, or an event that would, with notice or lapse of time or both,
constitute such a default; and

         (d) As to Vendor, there is no outstanding proceeding pending or, to the knowledge of Vendor,
threatened, to which Vendor is a party that Vendor, without predicting the outcome of such matter, reasonably
expects to have a material adverse affect on the ability of Vendor to fulfill its obligations under this
Agreement or the transactions contemplated by this Agreement. As to Phoenix, there is no outstanding proceeding
pending or, to the knowledge of Phoenix, threatened, to which Phoenix is a party that Phoenix, without
predicting the outcome of such matter, reasonably expects

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to have a material adverse affect on the ability of Phoenix to fulfill its obligations under this Agreement or
the transactions contemplated by this Agreement.

16.8     Inducements.

         Vendor represents, warrants and covenants to Phoenix that it has not violated, and will not violate,
any Applicable Laws (including the U.S. Foreign Corrupt Practices Act) or any Phoenix policies regarding the
offering of unlawful inducements in connection with this Agreement or the Services. If at any time during the
Term, Phoenix determines that the foregoing warranty is inaccurate, then, in addition to any other rights
Phoenix may have at law or in equity, Phoenix shall have the right to terminate this Agreement for cause
without affording Vendor an opportunity to cure.

16.9     Viruses.

         Vendor shall use Commercially Reasonable Efforts to ensure that no Viruses are coded or introduced
into the Software, Equipment or any expressly specified deliverable delivered under the Agreement, if any. If a
Virus is found to have been introduced into the Software, Equipment or deliverable, Vendor shall use
Commercially Reasonable Efforts at no additional charge to assist Phoenix in reducing the effects of the Virus
and, if the Virus causes a loss of operational efficiency or loss of data, to assist Phoenix to the same extent
to mitigate and restore such losses. Vendor shall immediately notify Phoenix of any existing or anticipated
Virus.

16.10    Disabling Code.

         Each Party covenants that, without the prior written consent of the other Party, it shall not insert
into the Software any code designed to disable or otherwise shut down all or any portion of the Services.
Notwithstanding the foregoing, both Parties acknowledge that certain third-party, commercial off-the shelf
software may include passwords, software keys, trial-period software and similar programming code that are
distributed as part of hardware or software to automatically ensure that the purchaser or licensee uses the
product in accordance with the acquisition or license agreement. Each Party shall inform the other Party of all
such disabling code in the Software of which such Party has operational knowledge. Vendor further covenants
that, with respect to any disabling code that may be part of the Software, Vendor shall not knowingly invoke
such disabling code at any time, including upon expiration or termination of this Agreement for any reason,
without Phoenix's prior written consent.

16.11    Deliverables.

         Unless otherwise agreed in writing by the Parties, Vendor covenants that during the Term each
expressly specified deliverable delivered under this Agreement, if any, produced by any software development
project undertaken by Vendor, or for which Vendor otherwise has responsibility for the successful completion as
part of the Services, shall not, after final acceptance of the deliverable by Phoenix and for the period of one
hundred and twenty (120) (or as otherwise mutually agreed) days after such final acceptance by Phoenix,
materially deviate from the specifications and requirements for such deliverable set forth or referred to in
the applicable project plans.

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16.12    Software Ownership or Use.

         Vendor represents and warrants that it is, and covenants that it will be at the applicable time and after
obtaining the applicable Required Consents, either the owner of, or authorized to distribute, provide and use the
Software provided by, licensed or developed by Vendor under this Agreement or in connection with the provision of
Services hereunder.

16.13    Other.

         Vendor represents, warrants and covenants, as applicable, that:

         (a) Neither Vendor nor any of its directors, officers, employees, agents or subcontractors (including,
without limitation, any Approved Subcontractors and Vendor Personnel): (i) have ever been convicted of a felony
or, within a three (3) year period preceding the Effective Date, been convicted of or had a civil judgment
rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to
obtain or performing a public (federal, state or local) transaction or contract under a public transaction, or
for violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery,
falsification or destruction of records, making false statements or receiving stolen property; (ii) are
presently indicted for, or other criminally or civilly charged by a governmental entity (U.S. or non-U.S.
federal, state or local) with commission of any of the offenses enumerated clause (i) of this paragraph; or
(iii) have been barred from receiving federal or state contracts.

         (b) Vendor will maintain at Vendor's expense all of the necessary certification and documentation such
as I-9's as well as all necessary insurance for its employees, including workers' compensation and unemployment
insurance, and that, with respect to contractors, Vendor has a written agreement with each and every contractor
which specifically provides that the contractor shall not be entitled to any benefits or payments from any
company such as Phoenix for which Vendor will provide services, and that each and every contractor shall
maintain current employment eligibility verification (DOJ, INS, I-9 ("I-9")) and other necessary certification
and documentation or insurance for all its employees provided under this Agreement. Vendor will be solely
responsible for the withholding and payment, if any, of employment taxes, all benefits and workers'
compensation insurance.

         (c) In the event that a Vendor contractor is in the United States on work authorization documents,
such contractor has an F-1, TN, or H-1B or an L-1 visa, provided, however, in the case of an H-1B or L-1 visa,
contractor has a presence or office in the United States. In no event shall any contractor for Vendor be in the
United States on a B-1 visa. Vendor covenants that all work authorization documents issued to contractors shall
be valid at the time of issuance and shall remain valid and in full force and effect during the entire period
of the contractors' assignment(s) under any SOW. If a contractor is in the United States on the approved work
authorization documents, then prior to a contractor's access to Phoenix's premises or systems, each contractor
must execute a release granting Phoenix (or its agent) the right to perform a background check on such
contractor and each contractor shall present to Phoenix his or her work authorization documents and evidence of
identity of each such

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contractor by providing two (2) or more forms of identification. The acceptable forms of identification are as
set forth on the current I-9.

16.14    Application.

         For the avoidance of doubt, each of the covenants set forth in this Article 16 shall remain in effect
continually throughout the Term of this Agreement and those reflected in Section 23.11 shall remain in effect
after the expiration or termination of this Agreement.

16.15    Disclaimer.

         THE WARRANTIES SET FORTH IN THIS AGREEMENT, INCLUDING THOSE SPECIFIED AS APPLYING, IF ANY, TO ANY
LICENSES GRANTED OR TO BE GRANTED UNDER THIS AGREEMENT, ARE EXCLUSIVE. OTHER THAN AS PROVIDED IN THIS
AGREEMENT, NEITHER THIS AGREEMENT NOR ANY LICENSES GRANTED OR TO BE GRANTED ARE SUBJECT TO ANY EXPRESS
WARRANTIES AND THERE ARE NO IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE. SOFTWARE MADE AVAILABLE BY PHOENIX TO VENDOR IS MADE AVAILABLE ON AN "AS IS" BASIS.

17.      INSURANCE

17.1     Insurance Coverages.

         Vendor covenants that as of the Effective Date it shall have, and agrees that during the Term it shall
maintain in force, at least the following insurance coverages:

         (a) Employer's Liability Insurance and Worker's Compensation Insurance, including coverage for
occupational injury, illness and disease, and other similar social insurance in accordance with the laws of the
country, state or territory exercising jurisdiction over the employee with minimum limits per employee and per
event of $1,000,000 or the minimum limit required by law, whichever limit is greater.

         (b) Comprehensive General Liability Insurance, including Products, Completed Operations, Premises
Operations, Bodily Injury, Personal and Advertising Injury, Broad Form Contractual and Broad Form Property
Damage liability coverages, on an occurrence basis, with a minimum combined single limit per occurrence of
$1,000,000 and a minimum combined single aggregate limit of $2,000,000. This coverage shall include Phoenix and
its Affiliates as additional insureds.

         (c) Property Insurance, including Extra Expense, terrorism coverage in the United States (both TRIA
and non-TRIA) and Business Income coverage, for all risks of physical loss of or damage to buildings, business
personal property or other property that is owned or leased by Vendor pursuant to this Agreement or otherwise.
Such insurance shall have a minimum limit adequate to cover risks on a replacement costs basis.

         (d) Automotive Liability Insurance covering use of all owned, non-owned and hired automobiles for
bodily injury, property damage liability with a minimum

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combined single limit per accident of $1,000,000 or the minimum limit required by law, whichever limit is
greater. This coverage shall include Phoenix and its Affiliates as additional insureds.

         (e) Commercial Crime Insurance, including blanket coverage for Employee Dishonesty and Computer Fraud,
for loss or damage arising out of or in connection with any fraudulent or dishonest acts committed by the
employees of Vendor, acting alone or in collusion with others, including the property and funds of others in
their possession, care, custody or control, with a minimum limit per event of $5,000,000. Phoenix shall be
designated as a Loss Payee as its interest may appear under this policy. However, loss payments hereunder shall
be reduced by fifty percent (50%) for any covered claim that involves the employees of both Vendor and Phoenix.

         (f) Errors and Omissions Liability Insurance covering liability for loss or damage due to an act,
error, omission or negligence, with a minimum limit per event of $10,000,000.

         (g) Umbrella Liability Insurance with a minimum limit of $15,000,000 in excess of the insurance
coverage described above in Subsections (a), (b), and (d).

17.2     Insurance Provisions.

         (a) The insurance coverages described above that include Phoenix as an additional insured shall be
primary, and all coverage shall be non-contributing with respect to any other insurance or self insurance which
may be maintained by Phoenix. All coverage described above shall contain the standard separation of insureds
provisions regarding Phoenix. To the extent any coverage is written on a claims-made basis, it shall have a
retroactive date no earlier than the Effective Date and shall be maintained for a period of two (2) years after
the expiration of the Agreement

         (b) Vendor shall provide certificates of insurance evidencing that the coverages and policy
endorsements required under this Agreement are maintained in force and that not less than thirty (30) days
written notice shall be given to Phoenix prior to any material modification, cancellation or non-renewal of the
policies. The insurers selected by Vendor shall have an A.M. Best rating of A-, Size VII or better, or, if such
ratings are no longer available, with a comparable rating from a recognized insurance rating agency. Vendor
shall assure that all approved subcontractors, if any, maintain insurance coverages described above naming
Vendor as an additional insured where relevant.

         (c) In the case of loss or damage or other event that requires notice or other action under the terms
of any insurance coverage described above, Vendor shall be solely responsible to take such action. Vendor shall
provide Phoenix with contemporaneous notice and with such other information as Phoenix may request regarding
the event.

         (d) Vendor's obligation to maintain insurance coverage in specified amounts shall not act as a
limitation or expansion on any other liability or obligation which Vendor would otherwise have under this
Agreement.

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18.      INDEMNITIES

18.1     Vendor Indemnities.

         Vendor shall defend, indemnify, and hold harmless Phoenix and Phoenix's Affiliates and their
respective officers, directors, employees, agents, successors and assigns (collectively, "Phoenix Indemnitees")
against any and all Losses and threatened Losses, to the extent arising from, in connection with, or based on
allegations whenever made of, any of the following:

         (a) Claims arising out of Vendor's failure to observe or perform any duties or obligations to be
observed or performed by Vendor under any of the contracts, including Software licenses, Equipment leases and
Third-Party Services Contracts (including the terms of any Required Consents with respect to any of the
foregoing): (i) assigned to Vendor, if any; or (ii) for which (and to the extent) Vendor has assumed financial,
administrative, or operational responsibility, all to the extent such duties or obligations were required to be
observed or performed by Vendor on or after the date of such assignment or assumption;

         (b) Any claims of infringement:

              (i)      that would amount to a breach by Vendor of the covenants set forth in Section 16.6; or

              (ii)     that:

                       (A)      arise from any of the Vendor Software or Third Party Software and related
material provided by Vendor, or other products provided, used and to be used by Vendor in connection with the
Services . The Parties agree and acknowledge that Vendor will pass through any warranties and indemnities for
any Vendor provided Third Party Software or other products provided, used and to be used by Vendor and its
Affiliates in connection with the Services;

                       (B)      are not caused by improper acts or omissions of Phoenix (such as use of more
copies of an item than that for which a license was to have been obtained); and

                       (C)      do not result from Phoenix's failure to fulfill its obligation to provide
reasonable cooperation under Section 6.7 in connection with Vendor's efforts to obtain Required Consents.

              Vendor's obligations under this Section 18.1(b) shall not apply to the extent that (A) the claim
of infringement is based upon Phoenix's use of software provided by Vendor hereunder: (1) in connection or in
combination with equipment, devices or software not supplied or approved by Vendor or used by Vendor to provide
the Services, or (2) in a manner for which the software was not designed (as demonstrated in documentation
provided to Phoenix in advance of the initiation of such claim of infringement), (B) a Phoenix Indemnitee (1)
modifies any software provided by Vendor hereunder without Vendor's consent nor at Vendor's direction and such
infringement would not have occurred but for such modification, or (2) uses the

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software in the practice of a patented process not contemplated by this Agreement and there would be no
infringement in the absence of such practice, or (C) the claim of infringement arises out of Vendor's
implementation of the specifications provided by a Phoenix Indemnitee and such infringement would not have
occurred but for such implementation.

         (c) Any claim or action by, on behalf of, or related to, any employee of Vendor or its Affiliates, or
any of their subcontractors (which, if made by a Transitioned Employee arises out of acts, incidents or
omissions occurring on or after, or out of events occurring on or after, the date such employee is transferred
to Vendor or acts or omissions specifically requested by Vendor or its Affiliates or their subcontractors at
any time) and also including, without limitation, any Approved Subcontractor and Vendor Personnel, including
claims arising under occupational health and safety, ERISA, worker's compensation, or other Applicable Laws,
except where such claim arises out of acts or omissions specifically requested by Phoenix or its Affiliates;

         (d) Any claim or action asserted against Phoenix but resulting from an act or omission of Vendor or
its Affiliates or its or their respective officers, directors, employees, subcontractors or agents in its or
their capacity as an employer;

         (e) The material inaccuracy or untruthfulness of any representation or warranty made by Vendor
pursuant to Sections 16.7 and 16.8;

         (f) Any claim or action by subcontractors arising out of Vendor's breach or violation of Vendor's
subcontracting arrangements;

         (g) Any claim or action arising out of acts or omissions of Vendor, except acts or omissions
specifically requested by Phoenix, that result in, arise from or relate to:

              (i)      a violation of Applicable Laws for the protection of persons or members of a protected
class or category of persons by Vendor or its employees, subcontractors or agents;

              (ii)     sexual discrimination or harassment by Vendor, its employees, subcontractors or agents;

              (iii)    vested employee benefits of any kind expressly assumed by Vendor;

         (h) Vendor's gross negligence, recklessness or willful or criminal misconduct in providing the
Services and performing its other obligations under this Agreement;

         (i) Any breach of Vendor's obligations under Article 15 (Safeguarding of Data; Confidentiality) or
under the Business Associate Agreement;

         (j) Any claim or action by any employee or contractor of Vendor or its subcontractors that Phoenix is
liable to such person as the employer or joint employer of such person, including and any claim for employee
benefits as a result thereof, other than claims by Transitioned Employees arising out of events, acts,
incidents or

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omissions occurring prior to the date such Transitioned Employees are transferred to Vendor;

         (k) Any claim or action arising out of or relating to Vendor's failure to comply with the obligations
provided in Section 13.4, provided that Vendor shall not be responsible for interest or penalties occasioned by
Phoenix's failure to timely remit taxes to Vendor which Phoenix is responsible to pay except to the extent that
such failure is due to Vendor's failure to timely notify or charge Phoenix for taxes which Vendor is
responsible to collect and remit (i) for which Vendor had failed to timely request all necessary tax
information from Phoenix or (ii) for which Phoenix had previously provided all required necessary tax related
information previously requested by Vendor on a timely basis; or

         (l) Any physical injury, death or real or tangible property loss caused by Vendor or Vendor Personnel
as a result of the provision of the Services.

18.2     Phoenix Indemnities.

         Phoenix shall defend, indemnify and hold harmless Vendor and Vendor's Affiliates and their respective
officers, directors, employees, agents, successors and assigns (collectively, "Vendor Indemnitees") against any
and all Losses, threatened Losses, to the extent arising from, in connection with, or based on allegations
whenever made of the following:

         (a) Claims arising out of Phoenix's failure to observe or perform any duties or obligations to be
observed or performed by Phoenix under any of the contracts, including Software licenses, Equipment leases, if
any, and Third-Party Services Contracts: (i) assigned to Vendor, if any; or (ii) for which (and to the extent)
Phoenix has retained financial, administrative, or operational responsibility, all to the extent such duties or
obligations were required to be observed or performed by Phoenix before the date of such assignment or
assumption;

         (b) Any claims of infringement

              (i)      that would amount to a breach by Phoenix of the covenants set forth in Section 16.6; or

              (ii)     that:

                       (A)      arise from Phoenix Software or Third Party Software and related material
provided by Phoenix, or other products provided, used and to be used by Phoenix or its Affiliates in connection
with the Services. The Parties agree and acknowledge that Phoenix will pass through any warranties and
indemnities for any Phoenix-provided Third Party Software or other products provided, used and to be used in
connection with the Services;

                       (B)      are not caused by improper acts or omissions of Vendor (such as use of more
copies of an item than that for which a license was to have been obtained); and

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                       (C)      do not result from Vendor's failure to fulfill its obligation under Section 6.7
to obtain Required Consents.

              Phoenix's obligations under this Section18.2(b) shall not apply to the extent that (A) the claim
of infringement is based upon Vendor's use of software provided by Phoenix hereunder: (1) in connection or in
combination with equipment, devices or software not supplied or approved by Phoenix or used by Phoenix in
connection with this Agreement, or (2) in a manner for which the software was not designed (as demonstrated in
documentation provided to Vendor in advance of the initiation of such claim of infringement), (B) a Vendor
Indemnitee (1) modifies any software provided by Phoenix hereunder without Phoenix's consent nor at Phoenix's
direction and such infringement would not have occurred but for such modification, or (2) uses the software in
the practice of a patented process not contemplated by this Agreement and there would be no infringement in the
absence of such practice, or (C) the claim of infringement arises out of Phoenix's implementation of the
specifications provided by a Vendor Indemnitee and such infringement would not have occurred but for such
implementation;

         (c) Any claim or action by, on behalf of, or related to, any employee of Phoenix or any of its
subcontractors (which, if made by a Transitioned Employees arises out of acts, incidents or omissions occurring
before, or out of events occurring before, the date such employee is transferred to Vendor, or acts or
omissions specifically requested by Phoenix or its Affiliates at any time), including claims arising under
occupational health and safety, ERISA, worker's compensation, or other applicable federal, state, or local laws
or regulations, except where such claim arises out of acts or omissions specifically requested by Vendor or its
Affiliates;

         (d) The material inaccuracy or untruthfulness of any representation or warranty made by Phoenix
pursuant to Section 16.7;

         (e) Any claim or action asserted against Vendor but resulting from an act or omission of Phoenix or
its Affiliates or its or their respective officers, directors, employees, subcontractors or agents in its or
their capacity as an employer;

         (f) Any claim or action arising out of or relating to Phoenix's failure to comply with the obligations
provided in Section 13.4, provided that Phoenix shall not be responsible for interest or penalties occasioned
by Vendor's failure to notify or charge Phoenix for taxes which Vendor is responsible to collect except to
extent that such failure is due to Phoenix's failure to provide necessary tax related information previously
requested by Vendor on a timely basis;

         (g) Any claim or action by subcontractors arising out of Phoenix's breach or violation of Phoenix's
subcontracting arrangements;

         (h) Any claim or action arising out of acts or omissions of Phoenix, except acts or omissions
specifically requested by Vendor, that result in, arise from or relate to:

         (i) a violation of Applicable Laws for the protection of persons or members of a protected class or
category of persons by Phoenix or its employees, subcontractors or agents;

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              (ii)     sexual discrimination or harassment by Phoenix, its employees, subcontractors or agents;
or

              (iii)    vested employee benefits of any kind expressly assumed by Phoenix;

        (i) Any claim or action by any employee or contractor of Phoenix or its subcontractors that Vendor is
liable to such person as the employer or joint employer of such person, including and any claim for employee
benefits as a result thereof, other than claims by Transitioned Employees arising out of events, acts,
incidents or omissions occurring subsequent to the date such Transitioned Employees are transferred to Vendor;
or

         (j) Any physical injury, death or real or tangible property loss caused by Phoenix.

18.3     Infringement.

         (a) If any item provided by either Party that is used to provide the Services becomes, or in the
providing Party's reasonable opinion is likely to become, the subject of an infringement or misappropriation
claim or proceeding that would cause the providing Party to breach their respective obligations under Section
16.6, in addition to indemnifying the other Party and in addition to such Party's other rights, the providing
Party shall promptly take the following actions, at no charge to the other Party, in the listed order of
priority:

              (i)      promptly secure the right to continue using the item;

              (ii)     replace or modify the item to make it non-infringing or without misappropriation,
provided that any such replacement or modification must not degrade the performance or quality of the affected
component of the Services, as reasonably determined by the Parties and the providing Party shall be solely
responsible for the cost of any new interfaces or integration work required as a result of the replacement or
modification, which amount shall be considered to be a direct damage to the non-providing Party and within the
limit of liability for the purposes of Section 19.2(b) of this Agreement; or

              (iii)    remove the item from the Services, in which case Vendor's Charges shall be equitably
adjusted to reflect such removal and if in Phoenix's reasonable opinion such removal is material to all or any
portion of the remaining Services to constitute a material breach pursuant to Section 21.1, Phoenix may
terminate such portion of the affected Services or the entire Agreement, as the case may be, without penalty.

         (b) In addition to the indemnities set forth in this Article 18, each Party's sole and exclusive
remedies for infringement claims arising from the other Party's use of Software and Non-Software Materials
under this Agreement are set forth in this Section 18.3.

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18.4     Indemnification Procedures.

         With respect to third-party claims the following procedures shall apply:

         (a) Notice. Promptly after receipt by any entity entitled to indemnification under Sections 18.1
through 18.3 of notice of the assertion or the commencement of any action, proceeding or other claim by a third
party in respect of which the indemnitee will seek indemnification pursuant to any such Section, the indemnitee
shall promptly notify the indemnitor of such claim in writing. No failure to so notify an indemnitor shall
relieve it of its obligations under this Agreement except to the extent that it can demonstrate damages
attributable to such failure. Within fifteen (15) days following receipt of written notice from the indemnitee
relating to any claim, but no later than ten (10) days before the date on which any response to a complaint,
claim, action or summons is due, the indemnitor shall notify the indemnitee in writing if the indemnitor
acknowledges its indemnification obligation and elects to assume control of the defense and settlement of that
claim (a "Notice of Election"); provided, however, that such acknowledgement and election shall not be, or
deemed to be, a waiver of any defense that the indemnitor may have with respect to the underlying action,
proceeding or claim; provided, further, that, solely with respect to a claim under Section 18.1(h), the
indemnitee shall reimburse the indemnitor for the costs incurred by indemnitor in defending such action,
proceeding or claim solely in the event that (i) a court of competent jurisdiction determines that indemnitor
did not have an obligation to indemnify and (ii) that the indemnitee did not have a reasonable good faith basis
for asserting that the indemnitor was obligated to defend such claim.

         (b) Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election relating
to any claim within the required notice period, the indemnitor shall be entitled to have sole control over the
defense and settlement of such claim; provided that (i) the indemnitee shall be entitled to participate in the
defense of such claim and to employ counsel at its own expense to assist in the handling of such claim and (ii)
the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of
such claim or ceasing to defend against such claim. After the indemnitor has delivered a Notice of Election
relating to any claim in accordance with the preceding paragraph, the indemnitor shall not be liable to the
indemnitee for any legal expenses incurred by the indemnitee in connection with the defense of that claim. In
addition, the indemnitor shall not be required to indemnify the indemnitee for any amount paid or payable by
the indemnitee in the settlement of any claim for which the indemnitor has delivered a timely Notice of
Election if such amount was agreed to without the written consent of the indemnitor.

         (c) Procedure Where No Notice of Election Is Delivered. If the indemnitor does not deliver a Notice of
Election relating to a claim, or otherwise fails to acknowledge its indemnification obligation or to assume the
defense of a claim, within the required notice period or fails to diligently defend the claim, the indemnitee
shall have the right to defend the claim in such manner as it may deem appropriate, at the cost, expense, and
risk of the indemnitor, including payment of any judgment or award and the costs of settlement or compromise of
the claim. The indemnitor shall promptly reimburse the indemnitee for all such costs and expenses, including
payment of any judgment or award and the costs of settlement or compromise of the claim. If it is determined
that the indemnitor failed to defend a claim for which it was liable, the indemnitor shall not

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be entitled to challenge the amount of any settlement or compromise paid by the indemnitee.

19.      LIABILITY

19.1     General Intent.

         Subject to the liability restrictions below, it is the intent of the Parties that each Party shall be
liable to the other Party for any actual damages incurred by the non-breaching Party as a result of the
breaching Party's failure to perform its obligations in the manner required by this Agreement.

19.2     Liability Restrictions.

         (a) SUBJECT TO SECTION 19.2(C) BELOW, IN NO EVENT, WHETHER IN CONTRACT OR IN TORT (INCLUDING
NEGLIGENCE), BREACH OF WARRANTY, STRICT LIABILITY, OR OTHERWISE, SHALL A PARTY BE LIABLE FOR INDIRECT,
CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES, OR LOST PROFITS, EVEN IF SUCH PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

         (b) Subject to Section 19.2(c) below, a Party's total liability to the other Party, whether in
contract or in tort (including negligence), breach of warranty, strict liability, or otherwise, shall be
limited to an amount equal to the actual amounts received by Vendor pursuant to this Agreement in the twelve
(12) months prior to the time of any such claim (or if such events occur during the first twelve (12) months of
the Term, the amount estimated to be received by Vendor during the first twelve (12) months of the Term).

         (c) The limitations set forth in Sections 19.2(a) and 19.2(b) above shall not apply with respect to:

              (i)      damages occasioned by the willful misconduct or gross negligence of a Party;

              (ii)     claims that are the subject of indemnification pursuant to Sections 18.1(b), (e), or (l)
as to Vendor and to Sections 18.2 (b), (d) or (j) as to Phoenix;

              (iii)    damages occasioned by a Party's breach of its obligations with respect to Confidential
Information, including any breach of a Party's obligations under the Business Associate Agreement, but only up
to a limit of the actual amounts received by Vendor pursuant to this Agreement in the fifteen (15) months prior
to the time of any such claim (or if such events occur during the first fifteen (15) months of the Term, the
amount estimated to be received by Vendor during the first fifteen (15) months of the Term);

              (iv)     damages occasioned by improper or wrongful termination of this Agreement or intentional
abandonment of all or substantially all of the work required to perform the Services by Vendor provided,
however, that Vendor shall be entitled to exercise its termination rights in good faith; or

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              (v)      a Party's nonperformance of its payment obligations to the other expressly set forth in
this Agreement (including, with respect to Phoenix, Phoenix's obligation to make payments to Vendor during the
Term of this Agreement as required hereby, whether in the form of charges for Services performed hereunder or
for payment or reimbursement of taxes or Out-of-Pocket Expenses.

19.3     Direct Damages.

         The following shall be considered direct damages and shall not be considered consequential damages to
the extent they result from a Party's failure to fulfill its obligations in accordance with this Agreement:

         (a) Reasonable costs of recreating or reloading any of Phoenix's information that is lost or damaged;

         (b) Reasonable costs of implementing a workaround or fix in respect of a failure to provide the
Services;

         (c) Reasonable costs of replacing lost or damaged equipment and software and materials;

         (d) Reasonable costs and expenses incurred to correct errors in software maintenance and enhancements
provided as part of the Services;

         (e) Reasonable costs and expenses incurred to procure the Services from an alternate source;

         (f) The difference in the amounts realized by Phoenix or a Phoenix customer from orders or sales
placed by Phoenix, where such difference is due to a delay or inability of Phoenix to timely place such orders
or sales for a mutual fund or other security trade as a direct result of an error, omission or delay by Vendor
in the performance of the Services; or

         (g) Reasonable straight time, overtime, or related expenses incurred by Phoenix or its Affiliates,
including overhead allocations for employees, wages and salaries of additional personnel, travel expenses,
telecommunication and similar charges incurred due to the direct failure of Vendor to provide the Services or
incurred in connection with (a) through (e) above.

Notwithstanding the foregoing, to the extent damages payable by Phoenix under this Article 19 consist of
compensation to Vendor for work performed by Vendor Personnel, such compensation shall be calculated using the
time and material rates provided in Exhibit C-5 to Schedule C (Charges).

19.4     Duty to Mitigate.

         Each Party shall have a duty to mitigate damages for which the other Party is responsible.

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19.5     Force Majeure.

         (a) Provided that Vendor has fully complied with its obligations to provide disaster recovery-related
Services hereunder, neither Party shall be liable for any default or delay in the performance of its
obligations under this Agreement (except, subject to Section 19.5(b), for the payment of Vendor's charges
hereunder):

              (i)      if and to the extent such default or delay is caused, directly or indirectly, by fire,
flood, earthquake, elements of nature or acts of God, acts of terrorism, riots, labor disputes (other than
labor disputes of a Party or its subcontractors, and its employees), civil disorders, an order under the
Defense Production Act, or any other cause beyond the reasonable control of such Party;

              (ii)     provided the non-performing Party is without fault in causing such default or delay, and
such default or delay could not have been prevented by reasonable precautions and could not reasonably be
circumvented by the non-performing Party through the use of alternate sources, workaround plans or other means
(including, with respect to Vendor, by Vendor meeting its obligations for performing disaster recovery services
as provided in this Agreement)(each such event, a "Force Majeure Event").

         (b) The non-performing Party shall be excused from further performance or observance of the
obligations affected by a Force Majeure Event for as long as such circumstances prevail and such Party
continues to use Commercially Reasonable Efforts to recommence performance or observance without delay. Any
Party so delayed in its performance shall immediately notify the Party to whom performance is due by telephone
(to be confirmed in writing within twenty-four (24) hours of the inception of such delay) and describe at a
reasonable level of detail the circumstances causing such delay. Except as set forth in Section 19.5(c)(i)
below, to the extent a Force Majeure Event relieves Vendor of its obligations to perform the Services,
Phoenix's obligation to pay for such Services shall also be relieved.

         (c) If any Force Majeure Event affecting facilities, personnel, or other resources under the control
of Vendor or any of its Affiliates or subcontractors substantially prevents, hinders or delays performance of
the Services necessary for the performance of functions identified by Phoenix as critical for more than three
(3) consecutive calendar days or any material portion of the Services for more than five (5) Business Days,
then, at Phoenix's option:

              (i)      Phoenix may procure such Services from an alternate source, and provided that Phoenix
continues to pay Vendor for the Services as provided in this Agreement, Vendor shall be liable for payment for
such Services from the alternate source up to the amount of the payments made by Phoenix to Vendor, plus the
difference between the payments due to the alternate source and the payments made by Phoenix to Vendor for so
long as the delay in performance shall continue up to the fifteenth (15) day after such alternate source
provider was procured by Phoenix. In the event the alternate provider provides services longer than the 15 day
period reflected above, then Phoenix may, within five days after the end of such 15 day period, terminate this
Agreement for convenience upon notice to Vendor by paying to Vendor on the effective date of termination the
applicable termination fee, such

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termination to be effective at any time within sixty (60) days after such five-day period. Such force majeure
termination fee shall be the sum of the following amounts: (a) the applicable fee amount reflected in Exhibit
C-8 to Schedule C (Charges) and (b) the then-current book value (as reflected on Vendor's books) of all assets,
including, without limitation, hardware, software and any pre-paid amounts for maintenance, to the extent such
assets are used by Vendor solely to provide the Services to Phoenix (less any amounts paid by Phoenix for such
assets pursuant to Section 21.9(d)(iii)(B)). In addition, with respect to the assets described in (b) above,
Vendor shall make a good faith effort to re-deploy such assets within its environment or with other customers,
and Phoenix shall be relieved of paying the proportionate amount reflected in (b) to the extent Vendor is
successful in doing so; or

              (ii)     upon Vendor's failure to resume performance in accordance with this Agreement within
twenty-four (24) hours after written notice is given to Vendor of Phoenix's intent to terminate (A) Phoenix may
terminate any portion of this Agreement so affected and the Charges payable hereunder shall be equitably
adjusted to reflect those terminated Services; or (B) Phoenix may terminate this Agreement as of a date
specified by Phoenix in a written notice of termination to Vendor, with the payment of the applicable force
majeure termination fee described in (i) above, subject to the last sentence of such subsection (i).

         (d) Vendor shall not have the right to any additional payments from Phoenix for costs or expenses
incurred by Vendor as a result of any Force Majeure Event.

20.      DISPUTE RESOLUTION

         Any dispute between the Parties arising out of or relating to this Agreement, including with respect
to the interpretation of any provision of this Agreement and with respect to the performance by Vendor or
Phoenix, shall be resolved as provided in this Article 20.

20.1     Informal Dispute Resolution Process.

         (a) Subject to Sections 20.1(b) and 20.1(c), the Parties initially shall attempt to resolve their
dispute informally, in accordance with the following:

              (i)      Upon the written notice by a Party to the other Party of a dispute ("Dispute Date"),
each Party shall appoint a designated representative who does not devote substantially all of his or her time
to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve
such dispute. The designated representatives of a Party shall have the authority to resolve the dispute on
behalf of such Party.

              (ii)     The designated representatives shall meet as often as the Parties reasonably deem
necessary in order to gather and furnish to the other all information with respect to the matter in issue which
the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall
discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding.

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              (iii)    During the course of discussion, all reasonable requests made by a Party to the other
for non-privileged information, reasonably related to this Agreement, shall be honored in order that a Party
may be fully advised of the other's position.

              (iv)     The specific format for the discussions shall be left to the discretion of the
designated representatives.

         (b) After ten (10) days following the Dispute Date and prior to commencement of any litigation as
permitted under Section 20.1(c), either Party may initiate non-binding mediation of the dispute by submitting
to the American Arbitration Association (the dispute mediation entity, "DM") and to the other Party a written
request for mediation under the Commercial Mediation rules of such organization, setting forth the subject of
the dispute and the relief requested. The Parties shall cooperate with DM and each other in the mediation
process, and any such mediation shall be held in Hartford Connecticut. The mediation shall be conducted in
accordance with the applicable practices and procedures of DM. Upon commencement of litigation as permitted
under Section 20.1(c), either Party, upon notice to DM and to the other Party, may terminate the mediation
process. Each Party shall bear its own expenses in the mediation process and shall share equally the charges of
DM.

         (c) Litigation of a dispute may be commenced by either Party upon the earlier to occur of any of the
following:

              (i)      the designated representatives mutually conclude that amicable resolution through
continued negotiation of the matter does not appear likely; or

              (ii)     forty-five (45) days have elapsed from the Dispute Date.

         (d) Notwithstanding the above, either Party may commence litigation if it is deemed appropriate by a
Party to avoid the expiration of an applicable limitations period or to preserve a superior position with
respect to other creditors, or a Party makes a good faith determination, including as provided in Section 21.11
respecting Phoenix, that a breach of the Agreement by the other Party is such that a temporary restraining
order or other injunctive relief is necessary.

         (e) No resolution or attempted resolution of any dispute or disagreement pursuant to this Section 20.1
shall be deemed to be a waiver of any term or provision of this Agreement or consent to any breach unless such
waiver or consent shall be in writing and signed by the party claimed to have waived or consented.

20.2     Litigation.

         For all litigation which may arise with respect to this Agreement, the Parties irrevocably and
unconditionally submit (i) to the non-exclusive jurisdiction and venue (and waive any claim of forum
nonconvenience and any objections as to laying of venue) of the United States District Court for the Southern
District of New York or (ii) if such court does not have subject matter jurisdiction, to the courts of the
State of New York located in Manhattan, New York with appropriate subject matter

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jurisdictions in connection with any action, suit or proceeding arising out of or relating to this Agreement.
Each Party further waives personal service of any summons, complaint or other process and agrees that the
service thereof may be made by certified or registered mail directed to such Party at such Party's address
provided for purposes of notices under this Agreement, provided that service occurs upon actual receipt of the
notice and that that no other applicable state or Federal rule of civil procedure regarding jurisdiction or
service of process is waived or otherwise altered. In addition, each Party hereby waives its right to trial by
jury.

20.3     Binding Arbitration for Certain Pricing Disputes.

         Any dispute over pricing described in Section 3.6, 13.5 or Section 13.6(c) that the Parties are unable
to resolve pursuant to those sections will be submitted to binding arbitration in accordance with the following
procedures:

         (a) Demand for Arbitration; Location.  Either Party may demand arbitration by giving the other Party
written notice to such effect. The arbitration will be held before one neutral arbitrator in Hartford,
Connecticut.

         (b) Identification of Arbitrator. Within 30 days after the other Party's receipt of such demand, the
Parties will mutually determine who the arbitrator will be. The arbitrator will be an individual who has a
background in, and knowledge of, the information technology services industry, including the pricing of such
services. If a person with such industry experience is not available, the arbitrator will be selected from the
large and complex case panel or, if an appropriate person is not available from such panel, the retired federal
judges pool. If the Parties are unable to agree on the arbitrator within that time period, the arbitrator will
be selected by the American Arbitration Association ("AAA"), based on the foregoing.

         (c) Conduct of Arbitration. The arbitration will be governed by the Commercial Arbitration Rules of
the AAA, except as expressly provided in this Section 20.3. However, the arbitration will be administered by
any organization mutually agreed to in writing by the Parties. If the Parties are unable to agree on the
organization to administer the arbitration, it will be administered by the AAA under its procedures for large
and complex cases.

         (d) Scope of Discovery. All discovery will be guided by the Federal Rules of Civil Procedure. All
issues concerning discovery upon which the Parties cannot agree will be submitted to the arbitrator for
determination.

         (e) Authority of Arbitrator.  The arbitrator will determine the rights and obligations of the Parties
according to the laws of the State of New York, without reference to conflict of laws provisions. The
arbitrator will not have authority to make any ruling, finding or award that does not conform to the terms and
conditions of this Agreement.

         (f) Binding Decision. The decision of the arbitrator will be in writing and will be final and binding
on the Parties. Each Party will bear its own costs and expenses including filing fees with respect to the
arbitration, including one-half of the fees and expenses of the arbitrator.

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20.4     Continued Performance.

         Each Party agrees to continue performing its obligations (subject to Phoenix's rights to withhold
disputed Charges under Section 14.8) under this Agreement while any dispute is being resolved, regardless of
the nature and extent of the dispute, unless and until such obligations are terminated by the termination or
expiration of the Agreement or by and in accordance with the final determination of the dispute resolution
procedures.

20.5     Governing Law.

         This Agreement and performance under it shall be governed by and construed in accordance with the law
of the State of New York without regard to any portion of its choice of law principles that might provide for
application of a different jurisdiction's law. The Parties expressly intend to avail themselves of the benefits
of Section 5-1401 of the New York General Obligations Law. The United Nations Convention on the International
Sale of Goods shall not apply to this Agreement.

21.      TERMINATION

21.1     Termination For Cause By Phoenix.

         (a) Phoenix may terminate this Agreement, either in whole or by affected Service Tower, if Vendor:

              (i)      commits a material breach of this Agreement and fails to cure such breach within thirty
(30) days after notice of breach from Phoenix to Vendor;

              (ii)     commits a material breach of this Agreement which Vendor demonstrates, during the thirty
(30) days after notice of breach from Phoenix to Vendor, is not capable of being cured within such thirty (30)
days and fails to (A) proceed promptly and diligently to correct the breach; (B) within thirty (30) days
following such notice develop a complete plan for curing the breach; and (C) cure the breach within sixty (60)
days of such notice;

              (iii)    commits a material breach of this Agreement that is not subject to cure with due
diligence within sixty (60) days after notice of breach from Phoenix to Vendor;

              (iv)     commits numerous breaches of the same  duty or obligation which collectively constitute
a material breach of this Agreement which is not cured within thirty (30) days notice from Phoenix; or

              (v)      fails to meet the same Minimum Critical Service Level for three (3) consecutive months
or has six (6) or more Minimum Critical Service Level Defaults (of any combination of Minimum Critical Service
Levels) for six (6) or more months during any rolling twelve (12) month period (provided that if a single
incident causes multiple Minimum Critical Service Level Defaults, only one such default will count toward the
six).

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         (b) Phoenix may terminate a Service (and any other Service that is integrally related to such
terminated service) if Vendor commits a material breach of this Agreement with respect to such Service and
fails to cure such breach within thirty (30) days after notice of breach from Phoenix to Vendor. The reductions
of Services resulting from any such termination shall not count as RRCs or towards any Service reduction
threshold reflected in this Agreement, including in Sections 3.6 and 13.5; nor shall it give rise to the
payment of any fees under Section 21.3 (Termination for Convenience).

         (c) For the purposes of this Section 21.1 payment of monetary damages by Vendor shall not be deemed to
cure a material breach by Vendor of its obligations under this Agreement.

21.2     Termination by Vendor.

         If, and only if, Phoenix fails to pay Vendor as set forth in Section 14.2 undisputed Charges under the
Agreement totaling at least one month's Base Charges), Vendor may by giving written notice to Phoenix terminate
this Agreement as of a date specified in the notice of termination which is at least thirty (30) days
thereafter.

21.3     Termination for Convenience by Phoenix.

         (a) Entire Agreement. Commencing on the twenty-fifth (25th) month from the Effective Date of this
Agreement, Phoenix may terminate the entirety of this Agreement for convenience and without cause at any time
by (i) giving Vendor at least six (6) months prior written notice designating the effective termination date
and (ii) the payment of the applicable termination for convenience fee. Such termination for convenience fee
shall be the sum of the following amounts: (a) the amount reflected in Exhibit C-8 to Schedule C (Charges) and
(b) the then current book value (as reflected on Vendor's books) of all assets, including, without limitation,
hardware, software and any pre-paid amounts for maintenance, to the extent such assets are used by Vendor
solely to provide the Services to Phoenix (less any amounts paid by Phoenix for such assets pursuant to Section
21.9(d)(iii)(B)). In addition, with respect to the assets described in (b) above, Vendor shall make a good
faith effort to re-deploy such assets within its environment or with other customers, and Phoenix shall be
relieved of paying the proportionate amount reflected in (b) to the extent Vendor is successful in doing so. If
a purported termination for cause by Phoenix is determined by a competent authority not to have been properly a
termination for cause, then such termination by Phoenix shall be deemed to be a termination for convenience and
Phoenix shall be obligated to pay to Vendor the applicable termination for convenience fee.

         (b) Partial Termination for Convenience.

              (i)      Commencing on the twenty-fifth (25th) month from the Effective Date of this Agreement,
Phoenix may terminate certain Service Towers, in the manner reflected in this Section 21.3(b), for convenience
and without cause at any time by (i) giving Vendor at least six (6) months prior written notice designating the
effective termination date and (ii) the payment of the applicable partial termination for convenience fee. Such
partial termination for convenience fee shall be the sum of the

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following amounts: (a) the applicable amount reflected in Exhibit C-8 to Schedule C (Charges), (b) the
then-current book value (as reflected on Vendor's books) of all assets, including, without limitation,
hardware, software and any pre-paid amounts for maintenance, to the extent such assets are used by Vendor in
the Service Tower being terminated solely to provide the Services to Phoenix (less any amounts paid by Phoenix
for such assets pursuant to Section 21.9(d)(iii)(B)), and (c) an amount which is equal to the sum of ten
percent (10%) of the Base Charges for the terminated Service Tower for the twelve (12) month period following
the effective date of such partial termination. Solely with respect to that portion of the partial termination
for convenience fee described in (a) above, if, at the end of such twelve (12) month period, the total
aggregate Charges paid by Phoenix to Vendor in such period (the "Actual Annual Revenues") exceeds the projected
Base Charges for all Service Towers for such period (including any applicable cost of living adjustments
described in Section 7.1 of Schedule C (Charges) (the "Projected Base Charges") then, Vendor shall pay Phoenix
an amount equal to the difference between the Actual Annual Revenues and the Projected Base Charges not to
exceed the fee paid in (a) above. In addition, with respect to the assets described in (b) above, Vendor shall
make a good faith effort to re-deploy such assets within its environment or with other customers, and Phoenix
shall be relieved of paying the proportionate amount reflected in (b) to the extent Vendor is successful in
doing so.

              (ii)     Pursuant to this Section 21.3(b), Phoenix may terminate any one or more of the following
Service Towers: Help Desk Services, Desktop and Distributed Services, Voice and Data Network Communications
Services, or Print Services.

21.4     Termination by Phoenix for Change of Control.

         (a) If (i) another entity not currently an Affiliate of Phoenix, directly or indirectly, in a single
transaction or series of related transactions, acquires either Control of Phoenix or all or substantially all
of the assets of Phoenix; or (ii) Phoenix is merged with or into another entity, then, at any time within nine
(9) months after the last to occur of such events, Phoenix may terminate this Agreement by (i) giving Vendor at
least ninety (90) days prior written notice and designating a date upon which such termination shall be
effective, and (ii) by the payment of a termination fee equal to the sum of (A) the applicable change of
control termination fee reflected in Exhibit C-8 to Schedule C (Charges), and (B) the then-current book value
(as reflected on Vendor's books) of all assets, including, without limitation, hardware, software and any
pre-paid amounts for maintenance, to the extent such assets are used by Vendor solely to provide the Services
to Phoenix (less any amounts paid by Phoenix for such assets pursuant to Section 21.9(d)(iii)(B)). With respect
to the assets described in (B) above, Vendor shall make a good faith effort to re-deploy such assets within its
environment or with other customers, and Phoenix shall be relieved of paying the proportionate amount reflected
in (B) to the extent Vendor is successful in doing so.

         (b) If (i) another entity not currently an Affiliate of Vendor, directly or indirectly, in a single
transaction or series of related transactions, acquires either Control of Vendor or all or substantially all of
the assets of Vendor; or (ii) Vendor is merged with or into another entity, then, at any time within nine (9)
months after the last to occur of such events, Phoenix may terminate this Agreement by (i) giving Vendor at
least ninety (90) days prior written notice and designating a date upon which such

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termination shall be effective, and (ii) by the payment of a termination fee equal to the sum of (A) the
applicable change of control termination fee reflected in Exhibit C-8 to Schedule C (Charges), and (B) the
then-current book value (as reflected on Vendor's books) of all assets, including, without limitation,
hardware, software and any pre-paid amounts for maintenance, to the extent such assets are used by Vendor
solely to provide the Services to Phoenix (less any amounts paid by Phoenix for such assets pursuant to Section
21.9(d)(iii)(B)). With respect to the assets described in (B) above, Vendor shall make a good faith effort to
re-deploy such assets within its environment or with other customers, and Phoenix shall be relieved of paying
the proportionate amount reflected in (B) to the extent Vendor is successful in doing so.

21.5     Termination Due To Force Majeure Event.

         This Agreement may be terminated by Phoenix in whole or by affected Service Tower  following a Force
Majeure Event as provided in Section 19.5(c).

21.6     Termination Due To Vendor's Insolvency and Related Events.

         Phoenix may terminate this Agreement without liability if Vendor (a) files any petition in bankruptcy;
(b) has an involuntary petition in bankruptcy filed against it which is not challenged in forty (40) days and
not dismissed within one hundred twenty (120) of the filing of such involuntary petition; (c) makes a general
assignment for the benefit of creditors; (d) admits in writing its inability to pay its debts as they mature;
or (e) has a receiver appointed for a substantial portion its assets and the receivership is not released
within sixty (60) days.

21.7     Financial Filings and Notice of Change of Financial Condition.

         (a) Financial Filings. Promptly, but in no event later than (i) fourteen (14) days after Vendor or
Vendor's parent Entity (to the extent Vendor has a parent Entity) files any Quarterly Report on Form 10-Q or
Annual Report on Form 10-K with the Securities and Exchange Commission ("SEC") pursuant to the Securities
Exchange Act of 1934, and (ii) five (5) Business Days after Vendor or Vendor's parent Entity (to the extent
Vendor has a parent Entity) files a Current Report on Form 8-K with the SEC, Vendor shall notify Phoenix's
Chief Information Officer and Chief Financial Officer of such filing by e-mail, which notice shall include a
link to a copy of such filing.

         (b) Notice. Vendor shall, within fourteen (14) days after obtaining actual knowledge of the occurrence
of a Credit Trigger Event, provide notice to Phoenix of the occurrence of such Credit Trigger Event. Promptly
following the date Phoenix receives such notice, senior executives of the Parties shall meet to discuss
Vendor's and Vendor's parent Entity's (to the extent Vendor has a parent Entity) financial condition and its
ability to continue to perform its obligations hereunder.

         (c) Definitions. For the purposes of this Section 21.7, "Credit Trigger Event" means a Downgrade Event
or a Default Event. "Default Event" means an event of default under any material credit facility or material
indenture or similar agreement governing long-term indebtedness of Vendor or Vendor's parent Entity (to the
extent Vendor has a parent Entity), as such term or any similar term is defined therein. "Downgrade Event"
means (A) any downgrade of the long term unsecured debt rating

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of Vendor's or Vendor's parent Entity (to the extent Vendor has a parent Entity) below Moody's rating BA1 or
Standard & Poor's rating BBB-, or (B) the failure of Vendor or Vendor's parent Entity (to the extent Vendor has
a parent Entity) to have a long term unsecured debt rating from both Standard & Poor's and Moody's.

21.8     Extension of Termination Effective Date.

         Phoenix may extend the effective date of termination/expiration a maximum of three (3) times as it
elects in its discretion, provided that the total of all such extensions shall not exceed one hundred eighty
(180) days following the effective date of termination/expiration in place immediately prior to the initial
extension under this Section, on terms and conditions (including Charges) then in effect. For any notice or
notices of such extensions provided to Vendor within thirty (30) days of the then-scheduled date of
termination/expiration, Phoenix shall also reimburse Vendor for additional Out-of-Pocket Expenses caused by
such notices.

21.9     Termination/Expiration Assistance.

         (a) Commencing six (6) months prior to expiration of this Agreement or on such earlier date as Phoenix
may request, or commencing upon a notice of non-renewal or termination (including notice based upon default by
Phoenix) of this Agreement or of termination of one or more Service Towers, and continuing through the
effective date of expiration or, if applicable, of termination of this Agreement (as such effective date may be
extended under this Agreement or as such period is extended pursuant to Section 21.8), Vendor shall provide to
Phoenix, or at Phoenix's request to Phoenix's designee, the reasonable termination/expiration assistance
requested by Phoenix to allow the Services to continue without interruption or adverse effect and to facilitate
the orderly transfer of the Services to Phoenix or its designee (including a competitor of Vendor)
("Termination/Expiration Assistance").

         (b) In the event of a termination by Vendor pursuant to Section 21.2, Vendor may require that Phoenix
pay monthly in advance for such Termination/Expiration Assistance and any other Services, and Vendor shall not
be obligated to provide Termination/Expiration Assistance or any other Services, and shall not be in breach
under this Agreement for failing to provide Termination/Expiration Assistance or any other Services, unless
Phoenix prepays for such Termination/Expiration Assistance or Services as set forth in this Section 21.9;
provided, however, that at least ten (10) days prior to the beginning of each month, Vendor shall provide
Phoenix with an invoice setting out a reasonable, good faith, estimate of the charges for the
Termination/Expiration Assistance and any other Services for that month and such amounts shall be due and
payable by Phoenix prior to the beginning of the month (with a monthly true up/reconciliation of the amounts
actually due, provided however that charges that are not reasonably capable of being determined as of the date
of such monthly true-up will be reconciled in the next month's invoice).

         (c) In the event of a termination by Phoenix pursuant to Section 21.1, then, for the period from the
original termination date to any extended termination date (as extended by Phoenix pursuant to Section 21.8)
Vendor shall provide Termination/Expiration Assistance at no Charge to Phoenix; provided however that Phoenix
shall, to the extent otherwise applicable, be obligated to pay Vendor for

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Services other than Termination/Expiration Assistance Services, that may be provided.

         (d) Termination/Expiration Assistance shall include the following:

              (i)      Vendor shall provide all reasonable information and assistance necessary to permit the
smooth transition of Services and functions being performed by Vendor or its subcontractors to Phoenix or to
Phoenix's designee, provided, however, that if any of such information is to be disclosed to Phoenix's
designee, such designee must first execute a reasonable confidentiality agreement with Vendor prior to
receiving such information;

              (ii)     Phoenix or its designee shall be permitted to undertake, without interference from
Vendor or Vendor subcontractors, to hire any Vendor Personnel primarily performing the Services as of the date
of notice of termination, or, in the case of expiration, within the six (6) month period (or longer period
requested by Phoenix) prior to expiration. Vendor shall waive, and shall cause its subcontractors to waive,
their rights, if any, under contracts with such personnel restricting the ability of such personnel to be
recruited or hired by Phoenix or Phoenix's designee. Phoenix or its designee shall have reasonable access to
such personnel for interviews and recruitment and Vendor and its subcontractors shall not interfere with any
such hiring efforts;

              (iii)    except where the Parties have agreed otherwise in writing with respect to a specific
circumstance:

                       (A)      Vendor shall provide Phoenix will all licenses, sublicenses, and other rights
to use any Software to which Phoenix is entitled under this Agreement;

                       (B)      at Phoenix's request, Vendor shall (1) obtain any Required Consents pursuant to
Section 6.7 from third parties and thereafter assign to Phoenix or its designee leases for some or all of the
Equipment that was necessary as of the date of termination/expiration of this Agreement primarily for providing
the Services, and Phoenix shall assume the obligations under such leases that relate to periods after such
date; and (2) sell to Phoenix or its designee, at Vendor's then current book value, some or all of the
Equipment owned by Vendor that, as of the date of termination/expiration of this Agreement, was primarily used
for providing the Services; and (3) to the extent assignable, assign to Phoenix, and Phoenix shall have and be
entitled to, the benefits of any manufacturers" warranties and indemnities issued with any Equipment sold (or
leases to Equipment assigned) to Phoenix under this subsection 21.9(d)(iii)(B). Vendor shall also provide all
user and other documentation relevant to such Equipment which is in Vendor's possession. Phoenix shall assume
responsibility under any maintenance agreements for such Equipment to the extent such responsibilities relate
to periods after the date of termination/expiration of this Agreement; and

                       (C)      Vendor shall obtain any necessary rights and thereafter make available to
Phoenix or its designee, pursuant to reasonable terms and conditions, any third-party services then being
utilized by Vendor in the performance

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of the Services including services being provided through third-party service or maintenance contracts on
Equipment and Software. To the extent Vendor has prepaid for third party services, the benefit of which shall
be received by Phoenix after the effective date of termination or expiration of this Agreement, Phoenix shall
reimburse Vendor for the portion of prepayment amount attributable to Phoenix after such date. Vendor shall be
entitled to retain the right to utilize any such third-party services in connection with the performance of
services for any other Vendor customer; and

              (iv)     Vendor shall provide capacity planning, consulting services, facilities planning,
telecommunications planning, Software configuration, reviewing all System Software with a new service provider,
generating machine readable/listings of source code to which Phoenix is otherwise entitled pursuant to this
Agreement, uploading production databases, providing parallel processing, providing application software
maintenance and support, providing testing services, and providing Equipment where practical; provided that
such services are provided by the then assigned Vendor Personnel and to the extent that so doing does not
adversely affect the ability of Vendor to provide the Services at the Service Levels. If Phoenix requires
Vendor to provide services that shall result in an adverse affect to the Service Levels, Vendor shall so notify
Phoenix. If Phoenix still requires Vendor to provide such services, Vendor shall be excused from performing at
the required Service Levels for the affected Services to the extent caused by such services. Following the Term
such services shall be provided at the time and material rates specified in Exhibit C-5 to Schedule C
(Charges).

         (e) For twelve (12) months following the effective date of termination or expiration of this
Agreement, or of any individual Service Tower, at Phoenix's request Vendor shall continue to provide
Termination/Expiration Assistance. Actions by Vendor under this Section shall be subject to the other
provisions of this Agreement. Charges for such activities by Vendor shall be at the time and materials rates
specified in Exhibit C-5 to Schedule C (Charges).

         (f) As reasonably requested by Phoenix, Vendor shall provide Termination/Expiration Assistance for any
Services that Phoenix reduces or terminates, or otherwise withdrawals from Vendor's scope, under this
Agreement.

         (g) If Vendor has incorporated Phoenix's network into a Vendor proprietary telecommunications network,
or has incorporated proprietary Software, Equipment or other materials into Phoenix's network, then, at
Phoenix's request, Vendor will provide up to two (2) years continued network services at the then current
contract rates for such service. This will permit Phoenix to establish its own network or transfer to another
vendor's network in an orderly manner.

21.10    Bid Assistance.

         In the process of evaluating whether to undertake or allow termination/expiration or renewal of this
Agreement, Phoenix may consider obtaining, or determine to obtain, offers for performance of services similar
to the Services following termination/ expiration of this Agreement. As and when reasonably requested by
Phoenix for use in such a process, Vendor shall provide to Phoenix such information and other cooperation
regarding performance of the Services as would be reasonably

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necessary for a third party to prepare an informed, non-qualified offer for such services, and for a third
party not to be disadvantaged compared to Vendor if Vendor were to be invited by Phoenix to submit a proposal.
The types of information and level of cooperation to be provided by Vendor shall be no less than those
initially provided by Phoenix to Vendor prior to commencement of this Agreement. Vendor's support in this
respect shall include providing information regarding Equipment, Software, staffing and other matters that
Vendor would otherwise provide as part of Termination/Expiration Assistance. Vendor shall provide such support
at no additional charge to the extent such support can be provided by Vendor personnel without materially
affecting Vendor's ability to meet the Service Levels. Any additional assistance shall be provided at the time
and materials rates set forth in Exhibit C-5 to Schedule C (Charges).

21.11    Equitable Remedies.

         Vendor acknowledges that, if it breaches (or attempts or threatens to breach) its obligation to
provide Termination/Expiration Assistance, Phoenix shall be irreparably harmed. In such a circumstance, Phoenix
may proceed directly to court. If a court of competent jurisdiction should find that Vendor has breached (or
attempted or threatened to breach) any such obligations, Vendor agrees that, without any additional findings of
irreparable injury or other procedural requirements for injunctive relief (including the posting of bond), it
shall not oppose the entry of an appropriate order compelling performance by Vendor and restraining it from any
further breaches (or attempted or threatened breaches). Nothing contained in this Section 21.11 shall be deemed
to prevent a court from imposing substantive provisions or requirements, such as requiring payment for services
rendered.

21.12    Charge Adjustment.

         Unless otherwise expressly set forth herein, if Phoenix chooses to terminate this Agreement in part,
the Charges payable under this Agreement shall be equitably reduced to reflect those services that are
terminated.

22.      COMPLIANCE WITH LAWS

22.1     Compliance with Laws and Regulations Generally.

         (a) Subject to Section 22.8, each Party shall perform its obligations in a manner that complies with
all Applicable Laws which impact the respective Parties' businesses or, in Vendor's case, those which also
directly impact the performance of the Services (including identifying and procuring required certificates,
approvals and inspections). If a charge occurs of non-compliance of a Party with any such Applicable Laws as to
the Services, as to Vendor, or the receipt or use of the Services, as to Phoenix, the Party so charged shall
promptly notify the other Party of such charges in writing.

         (b) Without limitation to the above, Vendor covenants that it shall comply with those laws that are
applicable to Vendor's performance of the Services, including Healthcare Laws, IT Laws, Insurance Regulations,
Privacy Laws, U.S. Foreign Corrupt Practices Act, data protection and export and import laws, rules and
regulations, in connection with the Services and otherwise under this Agreement, including Schedule

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A (Statement of Work), as such laws, rules and regulations are in effect as of the Effective Date. If there are
changes to such laws, rules and regulations during the term and such changes impact the provision of the
Services (i.e., not directly impacting Vendor's business in general), such changes in the Services will be
subject to the Technical Change Control Procedure or Contractual Change Control Procedure, as appropriate.
Without limitation to the generality of the foregoing, Phoenix must determine, on its own accord, if the
Services comply with all Applicable Laws applicable to Phoenix, their use of the Services and operation by
Phoenix and that Phoenix's use of such Services as contemplated herein will not violate any Applicable Laws.
The Parties agree and acknowledge that, as to the Services, Vendor will not take on any responsibilities which
would cause it to be subject to licensing as a Third Party Administrator or otherwise be regulated as an
insurance entity, nor is Vendor taking on any obligations that would subject Vendor to any health care laws
other than the Business Associate requirements related to the protection of Protected Health Care Information
and other HIPAA requirements as expressly agreed to by the Parties in this Agreement. Vendor will be
responsible for any fines and/or penalties incurred by Phoenix arising from Vendor's noncompliance with
Applicable Laws that directly impact its business, as stated above, and Phoenix will be responsible for any
fines and/or penalties incurred by Vendor arising from Phoenix' s noncompliance with Applicable Laws that
directly impact its business, as stated above.

22.2     Equal Employment Opportunity.

         Each Party represents to the other that it is, and covenants that during the Term shall remain, an
equal opportunity employer. Each Party certifies that it does not, and shall not, discriminate against its
employees or applicants for employment on any legally impermissible basis and is and shall remain in compliance
with all applicable Phoenix policies (made known to Vendor as to Vendor) and Applicable Laws prohibiting
discrimination and otherwise encouraging the hiring of minorities. Each Party certifies in accordance with 41
CFR Chapter 60-1.8 that its facilities are not segregated and that each Party complies with the Equal
Opportunity Clause (41 CFR §.60-1.4), the Affirmative Action Clause for Handicapped Workers (41 CFR
§.60-250.4), and the Affirmative Action Clause for Disabled Veterans and Veterans of the Vietnam Era (41 CFR
§.60-741.4), which are incorporated in this Agreement by reference.

22.3     Occupational Safety And Health Act.

         All work performed under this Agreement shall fully comply with the provisions of the Federal
Occupational Safety and Health Act of 1970 and with any rules and regulations promulgated pursuant to the Act
and any similar state or local laws.

22.4     Hazardous Products or Components.

         Neither Party shall bring onto Phoenix's premises any material that is toxic or hazardous under any
Applicable Law or if the material is capable of constituting a hazard. With regard to Phoenix, in its role as
owner of the Phoenix Office Space, the Parties acknowledge that, from time to time, Phoenix or Phoenix
Contractor Personnel may bring onto the Phoenix premises and use cleansers and other items used in the normal
course of maintenance for the premises.

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22.5     Fair Labor Standards Act.

         Each Party certifies to the other Party that, in the performance of this Agreement, (a) it shall
comply with all applicable provisions of Section 6, 7, and 12 of the Fair Labor Standards Act, 29 USC §.§.
201 - 219, as amended, and upon either Party's request the other Party shall provide any necessary certificates
of compliance and (b) that there shall be no violations by such Party of the 'hot goods' or 'hot cargo'
provisions of such Act.

22.6     Liens.

         (a) Vendor hereby waives and forever releases Phoenix and its Affiliates and their real and personal
property (whether owned or leased) from any past, present, or future lien notices, lien claims, liens,
encumbrances, security interests, or other lien rights of any kind based, in whole or in part, on any Services
provided under this Agreement except for any judgment liens obtained by Vendor against Phoenix in a court of
competent jurisdiction. Vendor shall obtain and provide to Phoenix similar waivers from all of Vendor's
subcontractors and suppliers. Nothing in this Section 22.6 shall apply to, or in any way be deemed to encumber,
any of the rights Vendor and its subcontractors have in their own tangible personal and intellectual property,
nor act as a release of the underlying debt, if any.

         (b) Vendor shall indemnify and hold Phoenix and its affiliates harmless from and against all
liabilities, losses, damages, judgments, penalties, fees, costs, or expenses (including reasonable attorney's
fees) due to any and all lien notices, lien claims, liens, encumbrances, security interests, or other lien
rights of any kind filed by any of Vendor's subcontractors or suppliers, or by subcontractors or suppliers of
Vendor's subcontractors, which in whole or in part, are based on any work, Services, material, or equipment to
be provided hereunder except for any judgment liens obtained by Vendor against Phoenix in a court of competent
jurisdiction.

         (c) Except for any judgment liens obtained by Vendor against Phoenix in a court of competent
jurisdiction, if any lien claims or liens are filed against Phoenix or its Affiliates or its or their real or
personal property (whether owned or leased) by any of Vendor's subcontractors or suppliers at any tier, which
are based on any work, Services, materials, or equipment provided or to be provided hereunder, then at no cost
or expense to Phoenix, Vendor shall promptly (and in any event within ten (10) days of becoming aware thereof)
either pay the claimant and obtain a discharge of lien claim from the claimant or cause the lien claim to be
discharged by filing a surety bond or making a deposit of funds as required by law, and take all other actions
which may be necessary to resolve and discharge as of record any lien claims or liens. If Vendor fails to take
such actions in a timely manner, without waiving the breach Phoenix may do so without notice to Vendor and
Vendor shall be responsible for all costs (including attorney's fees) incurred by Phoenix in connection
therewith.

         (d) At least ten (10) days prior to the performance of any work at Phoenix or its Affiliates'
premises, Vendor shall provide Phoenix with an accurate and full list of the names and addresses of each
potential lien claimant. Vendor shall be under a continuing obligation to promptly update this list as
necessary so as to maintain its accuracy and completeness. In those jurisdictions where it is possible to avoid
the

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imposition of liens by the posting or filing of notices, Vendor shall promptly post and/or file such notices.

22.7     Sarbanes-Oxley.

         Notwithstanding anything to the contrary set forth in this Agreement, at all times during the Term and
continuing thereafter until the completion of the audit of Phoenix's financial statements for the fiscal year
during which this Agreement expires or is terminated, Vendor shall, and shall cause each of its Affiliates to:

         (a) maintain in effect the controls, operations and systems reflected in Schedule A (Statement of
Work) for Phoenix to comply with its obligations under the Sarbanes-Oxley Act of 2002, as amended, and the
rules and regulations promulgated thereunder (collectively, "SOA"), including Section 404 of SOA and the rules
and regulations promulgated thereunder ("Section 404"). Any changes in the Services from the Effective Date
which Phoenix would require (as Phoenix may determine) to comply with SOA and Section 404 shall be subject to
the Contractual Change Control Procedure;

         (b) provide to Phoenix and/or Phoenix's auditors, on a timely basis, all information, reports and
other materials to the extent reflected in Schedule A (Statement of Work) in order to: (i) evaluate and confirm
that Phoenix is in compliance with its obligations under SOA; and (ii) enable Phoenix's auditors to attest to
and report on the assessment of Phoenix's management as to the effectiveness of its internal control structure
and procedures for financial reporting relating to the Services within the meaning of Section 404
(collectively, "Auditor Attestation"), including, (i) thirty (30) days prior to the end of Phoenix's fiscal
year, a service auditor's report on controls placed in operation and tests of operating effectiveness
(otherwise known as a Type II Report) as defined in SAS No. 70 to the extent such reports are performed
pursuant to Section 11.3 of this Agreement, (ii) by January 31st of each year, a letter attesting to the
controls in place as of the most recent SAS No. 70 Type II Report were still in effect as of December 31st of
the previous year to the extent such reports are performed pursuant to Section 11.3 of this Agreement, and
(iii) by January 31st of each year, a letter attesting that such controls were in effect as of the date of
issuance of the financial statement covering all or part of said year. Any additional information or assistance
that Phoenix or Phoenix's auditors require over and above that reflected in Schedule A (Statement of Work) so
that Phoenix may to comply with SOA and Section 404 shall be subject to the Contractual Change Control
Procedure;

         (c) provide to Phoenix and its auditors access to such of the Vendor's and its Affiliate's and
subcontractor's books and records (in any medium) and personnel as Phoenix and/or its auditors reasonably may
request to enable: (i) Phoenix and/or its auditors to evaluate the controls, operations and systems of the
Vendor as they relate to Phoenix and its compliance with SOA as it relates to the Services and the
effectiveness of its internal control structure and proceedings for financial reporting therefor; and (ii) to
enable Phoenix's auditors to provide the Auditor Attestation; and

         (d) generally cooperate with Phoenix and its auditors in any other way that Phoenix and/or its
auditors may request in order to: (i) enable Phoenix to comply with,

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and Phoenix and its auditors to evaluate whether Phoenix complies with the SOA as it relates to the Services;
and (ii) Phoenix's auditors to provide the Auditor Attestation.

For the avoidance of doubt, there shall be a direct connection between the type of Services provided by Vendor
to Phoenix and the contents in the Type II report referred to above, including mainframe platform, distributed
systems platforms, network platforms, Internet and Virtual Private Network platforms, and general controls and
security practices procedures.

22.8     International Considerations.

         Subject to Section 3.12, if Vendor provides Services from outside of the United States (other with the
express prior written consent, or express prior written direction, of Phoenix), without limiting any of
Vendor's other obligations set forth in this Agreement and notwithstanding anything to the contrary contained
in this Agreement:

         (i) Vendor shall be responsible for compliance with all Applicable Laws governing the Services in the
location from which the Services will be provided and shall be responsible for compliance with United States
export laws and import laws of the location from which Services will be performed;

         (ii) to the extent that the responsibilities of Phoenix pertaining to the Services provided hereunder
are modified by new or modified Applicable Laws applying to Phoenix (and not to Vendor as service provider)
Vendor shall modify its performance of the Services, to the extent directed by Phoenix, as necessary for
Phoenix to comply with such Applicable Laws, as so modified or added; and

         (iii) the foregoing Services (described in subsection (i) and (ii)) shall be subject to the Technical
Change Control Procedure or may give rise to a Project, as appropriate, but shall be provided by Vendor at no
additional Charge to Phoenix or draw on any Project pool hours described in Section 6 of Schedule C (Charges).

22.9     Privacy Laws.

         Without limitation to the provisions of Article 15 and subject to Section 22.8:

         (a) Vendor shall comply, as to its performance of the Services, with all Applicable Laws that apply to
Vendor as a provider of services under this Agreement, and as otherwise provided in this Agreement. Subject to
the foregoing, with respect to Applicable Laws relating to the confidential information and privacy rights and
obligations of Phoenix to its Affiliates, and/or their customers and consumers, including Title V of the
Gramm-Leach-Bliley Act, 15 USC §.6801 et. seq. and the Economic Espionage Act, 18 USC §.1831 et. seq., it
shall be the obligation of Phoenix to assure compliance to the extent that any action of Phoenix that is
required for compliance is not included as an express part of the Services described in Schedule A (Statement
of Work). Vendor acknowledges that Phoenix is regulated as a financial institution under Applicable Laws.
Vendor may receive any Personally Identifiable Information. Subject to the foregoing, but notwithstanding any
provisions in this Agreement to the contrary, the Parties agree that, if Phoenix has certain requirements as to
its business as a result of such regulated status and Applicable Laws, including

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Privacy Laws or Privacy Rules, compliance shall be and remain the responsibility of Phoenix, and the
responsibility of Vendor shall be to perform any acts or actions in support of such compliance by Phoenix as
are expressly specified in Schedule A (Statement of Work).

         (b) To the extent applicable to Vendor as a service provider, the Services provided under this
Agreement will comply with: the Standards for Electronic Code Sets and Electronic Transaction Regulations, 45
C.F.R. parts 160 and 162, published in the Federal Register on August 17, 2000, issued pursuant to HIPAA; the
Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. part 164, published in the
Federal Register on December 28, 2000 and modified on August 14, 2002 ("Privacy Rule") and the guidance
released by the Department of Health and Human Services on July 6, 2001 relating to the Privacy Rule upon the
effective date of the final rule, currently scheduled for on April 21, 2005, as provided for in, and the
Security and Electronic Signature Standards published in the Federal Register/ Vol. 68, No. 34 / February 20,
2003 (collectively, the "HIPAA Regulations"). If new or additional regulations are issued under HIPAA, and/or
if official guidance with respect to the HIPAA Regulations or any other Privacy Law or Privacy Rule is issued
prior to or during the term of this Agreement and such new or additional regulations would require a
modification in the provision of the Services, such modifications to the Services shall be subject to the
Contractual Change Control Procedure. The Parties agree and acknowledge that (i) Vendor will comply with those
provisions of the above stated HIPAA Regulations that are applicable to a Business Associate and that are in
final form and in effect as of the Effective Date, and (ii) for the purposes of such laws, rules and
regulations, Phoenix is the Covered Entity and Vendor is the Business Associate, as such terms are used and
defined in such laws, rules and regulations. To the extent and as stated above, Vendor acknowledges that
Phoenix and Phoenix's Affiliates will rely upon the Vendor to keep the Services as of the Effective Date in
HIPAA compliance with the requirements applicable to a Business Associate. Without limitation of the foregoing,
and notwithstanding anything to the contrary contained in the Agreement, Vendor shall comply with the terms of
the Business Associate Agreement.

         (c) Vendor shall comply with any other Applicable Laws relating to privacy not referred to directly or
indirectly in Section 22.9 (a) or (b) to the extent such laws are applicable to Vendor as a provider of
information technology services.

         (d) For purposes of this Agreement the term "Data Owner" shall mean the party having ownership of the
data and, as a result, the authority to direct the purposes for which any item of data is processed or used,
and the term "Service Provider" shall mean the party providing services to the Data Owner, including the
processing of the data on behalf and upon instruction of the Data Owner. Phoenix will be and remain the Data
Owner of the Phoenix Data for purposes of this Agreement and all Applicable Laws relating to data privacy,
personal data, transborder data flow and data protection, with rights under such laws and under this Agreement
to determine the purposes for which the Phoenix Data is processed. As Data Owner, Phoenix is directing Vendor
to process the Phoenix Data in accordance with the terms of this Agreement and is consenting to Vendor's access
to the Phoenix Data solely for such purpose. Vendor agrees to process the Phoenix Data in accordance with the
terms of this Agreement and, in doing so Vendor will be and remain the Service Provider under

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this Agreement, in addition to complying with its contractual obligations hereunder, and will comply with all
responsibilities of a Service Provider under Applicable Law as of the Effective Date. To the extent that such
responsibilities of a Service Provider are subsequently modified by new or modified Applicable Laws applying to
Service Providers in its capacity as a provider of service, such new or modified responsibilities will be
considered to be a part of the Services to be provided by Vendor under this Agreement. To the extent that such
responsibilities of a Service Provider are subsequently modified by new or modified Applicable Laws applying to
the Data Owner and not to the Service Provider in its capacity as a provider of services, Vendor shall perform
Services, to the extent directed by Data Owner, as necessary for Data Owner to comply with such Applicable
Laws, as so modified or added, but such activities will be subject to the Technical Change Control Procedure or
the Contractual Change Control Procedure, as appropriate.

23.      GENERAL

23.1     Binding Nature and Assignment.

         This Agreement shall be binding on the Parties and their respective permitted successors and assigns.
Neither Party may, or shall have the power to, assign this Agreement without the prior written consent of the
other, except that Phoenix may assign its rights and obligations under this Agreement without the approval of
Vendor to: (a) an entity which acquires all or substantially all of the assets of Phoenix's line of business to
which the Services relate; (b) to any Affiliate; or (c) to the successor in a merger or acquisition of Phoenix;
provided that (i) the assignee assumes the obligations set forth in this Agreement; and (ii) in no event shall
such assignment relieve Phoenix of its obligations under this Agreement. Subject to the foregoing, any
assignment by operation of law, order of any court, or pursuant to any plan of merger, consolidation or
liquidation, shall be deemed an assignment for which prior consent is required and any assignment made without
any such consent shall be void and of no effect as between the Parties.

23.2     Mutually Negotiated.

         Each Party acknowledges that the limitations and exclusions contained in this Agreement have been the
subject of active and complete negotiation between the Parties and represent the Parties' agreement based upon
the level of risk to Phoenix and Vendor associated with their respective obligations under this Agreement and
the payments to be made to Vendor and credits to be issued to Phoenix pursuant to this Agreement. The Parties
agree that the terms and conditions of this Agreement (including any perceived ambiguity in this Agreement)
shall not be construed in favor of or against any Party by reason of the extent to which any Party or its
professional advisors participated in the preparation of the original or any further drafts of this Agreement
as each Party has been represented by counsel in its negotiation of this agreement and it represents their
mutual efforts.

23.3     Notices.

         All notices, requests, demands and determinations under this Agreement (other than routine operational
communications), shall be in writing and shall be deemed

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duly given: (a) when delivered by hand, (b) on the designated day of delivery after being timely given to an
express overnight courier with a reliable system for tracking delivery, (c) when sent by confirmed facsimile or
electronic mail with a copy sent by another means specified in this Section 23.3, or (d) six (6) days after the
day of mailing, when mailed by United States mail, registered or certified mail, return receipt requested and
postage prepaid, and addressed as follows:

In the case of Phoenix:                                         with copies to:

Phoenix Life Insurance Company                                  Phoenix Life Insurance Company
One American Row                                                One American Row
Hartford, CT 06102-5056                                         Hartford, CT 06102-5056
Attn:  Phoenix Contract Executive                               Attn:  Office of the General Counsel
       Mr. Robert St. Germain

In the case of Vendor to:                                       with copies to:

Electronic Data Systems Corporation                             Electronic Data Systems Corporation
153 East 53rd Street                                            5400 Legacy Drive
28th Floor                                                      H3-3A-05
New York, New York 10022                                        Plano, Texas 75024
                                                                Attn:  Office of the General Counsel

A Party may from time to time change its address or designee for notification purposes by giving the other
prior written notice of the new address or designee and the date upon which it will become effective. Because
facsimile numbers and email addresses may change over time and facsimile transmissions and emails may not be
treated with the same degree of seriousness as more formal communications, notices given by facsimile or email
shall only be deemed effective if responded to by the intended recipient (or his or her successor).

23.4     Counterparts.

         This Agreement may be executed in several counterparts, all of which taken together shall constitute
but one single agreement between the Parties.

23.5     Headings.

         The section headings and the table of contents used in this Agreement are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

23.6     Relationship of Parties.

         Vendor, in furnishing the Services, is acting as an independent contractor, and Vendor has the sole
right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed, all
work to be performed by Vendor under

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this Agreement. No contract of agency and no joint venture is intended to be created hereby. Vendor is not an
agent of Phoenix and has no authority to represent Phoenix as to any matters, except as expressly authorized in
this Agreement. None of Vendor's employees shall be deemed employees of Phoenix and Vendor shall be responsible
for reporting and payment of all wages, unemployment, social security and other payroll taxes, including
contributions from them when required by law. Neither Party shall have actual, potential or any other control
over the other Party or its employees.

23.7     Severability.

         If any provision of this Agreement conflicts with the law under which this Agreement is to be
construed or if any such provision is held invalid by a competent authority, such provision shall be deemed to
be restated to reflect as nearly as possible the original intentions of the Parties in accordance with
Applicable Law. The remainder of this Agreement shall remain in full force and effect.

23.8     Consents and Approvals.

         Where approval, acceptance, consent or similar action by either Party is required under this
Agreement, such action shall not be unreasonably delayed or, except where expressly provided as being in the
discretion of a Party, withheld. Each Party shall, at the request of the other Party, perform those actions,
including executing additional documents and instruments, reasonably necessary to give full effect to the terms
of this Agreement.

23.9     Waiver of Default.

         A delay or omission by either Party in any one or more instances to exercise any right or power under
this Agreement shall not be construed to be a waiver thereof. A waiver by either of the Parties of any of the
covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any
succeeding breach thereof or of any other covenant herein contained.

23.10    Cumulative Remedies.

         Except as otherwise expressly provided in this Agreement, including without limitation the liability
restrictions set forth in Section 19.2, all remedies provided for in this Agreement shall not be exclusive of
one another and shall be cumulative and in addition to and not in lieu of any other remedies available to
either Party at law or in equity.

23.11    Survival.

         Sections 2, 6.2(e), 6.4, 7, 11.2, 11.4, 11.5, 11.6, 12.2, 13.4, 14.3, 14.8, 15, 16.7, 16.8, 16.13,
16.14, 16.15, 18, 19, 20, 21.9, 21.11, 21.12, 22.6, 22.7, 22.8, 22.9, 23 and any other provision that by its
terms is intended to survive termination or expiration of this Agreement, shall survive any expiration or
termination of this Agreement.

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23.12    Public Disclosures.

         All media releases, public announcements and public disclosures by either Party relating to this
Agreement or the subject matter of this Agreement, including promotional or marketing material, but not
including announcements intended solely for internal distribution or disclosures to the extent required to meet
legal or regulatory requirements beyond the reasonable control of the disclosing Party, shall be coordinated
with and approved by the other Party in writing prior to release, and be subject to Section 23.13 below.

23.13    Use of Name.

         Vendor agrees that it will not directly or indirectly, without the prior written consent of Phoenix's
Corporate Communications Department, use for the purposes of advertising, promotion, or publicity, or
otherwise, the name of Phoenix or any of its divisions, subsidiaries or Affiliates, or any trademarks, trade
names, service marks, symbols or any abbreviation or permutation thereof, of or associated with Phoenix or of
any of its divisions, subsidiaries or Affiliates.

23.14    365(n).

         All licenses granted under or pursuant to this Agreement by Vendor to Phoenix and Phoenix Affiliates
are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code
(the "Code"), licenses to rights to "intellectual property" as defined in the Code. Phoenix and Phoenix
Affiliates, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its
rights and elections under the Code. In the event of the commencement of bankruptcy proceeding by or against
Vendor under the Code, Phoenix and Phoenix Affiliates shall be entitled to retain all of its rights under the
licenses granted hereunder.

23.15    Third Party Beneficiaries.

          This Agreement is entered into solely between, and may be enforced only by, Phoenix and Vendor, and
this Agreement shall not be deemed to create any rights in third parties, including suppliers and customers of
a Party, or to create any obligations of a Party to any such third parties.

23.16    Covenant of Good Faith.

         Each Party in its respective dealings with the other Party under or in connection with this Agreement,
shall act reasonably, except to the extent otherwise provided in Section 23.8, and in good faith.

23.17    Entire Agreement; Amendment.

         This Agreement, including any Schedules referred to in this Agreement and attached to this Agreement,
each of which is incorporated in this Agreement for all purposes, constitutes the entire agreement between the
Parties with respect to the subject matter contained in this Agreement and supersedes all prior agreements,

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whether written or oral, with respect to such subject matter. Neither the course of dealings between the
Parties nor trade practices shall act to modify, vary, supplement, explain or amend this Agreement. If either
Party issues any purchase order, terms or conditions, or other form, it shall be deemed solely for the
administrative convenience of that Party and not binding on the other Party, even if acknowledged or acted
upon. No change, waiver, or discharge hereof shall be valid unless in writing and signed by an authorized
representative of the Party against which such change, waiver or discharge is sought to be enforced. There are
no promises, representations, warrantees, or other commitments relied upon by either Party which are not
expressly set forth in this Agreement.

         IN WITNESS WHEREOF, the parties have each caused this Agreement to be signed and delivered by its duly
authorized officer, all as of the Effective Date.

ELECTRONIC DATA SYSTEMS                                      PHOENIX LIFE INSURANCE COMPANY
CORPORATION

By: /s/ Robert E. Segert                                     By: /s/ Robert St. Germain                

Name: Robert E. Segert                                       Name: Robert St. Germain                  

Title: Vice President US Financial Services                  Title: Vice President                     

Date: 7/27/04                                                Date: 7/28/04                             

EDS INFORMATION SERVICES, L.L.C.

By: /s/ Robert E. Segert                   

Name: Robert E. Segert                     

Title: Vice President US Financial Services

Date: 7/27/04                              


                                       [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



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EX-99.12

                                                  Exhibit 12

                       STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES




                                                                                                    Exhibit 12

STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
($ amounts in millions)
Six Months Ended June 30, 2004 and 2003

                                                                                        2004           2003
                                                                                     ----------    -----------

Income (loss) from continuing operations before income taxes and minority interest    $   52.0      $   (79.0)

Less:    Equity in earnings (losses) of affiliates                                         0.2            0.7
         Equity in earnings (losses) of venture capital partnership investments           16.0           29.7

Add:     Distributed earnings of affiliates                                                0.7            1.5
         Distributed earnings of venture capital partnership investments                  31.8           11.3
                                                                                     ----------    -----------


Income (loss) from continuing operations before income taxes, minority interest
  and equity in undistributed earnings of affiliates and venture capital
  partnership investments                                                             $   68.3      $   (96.6)
                                                                                     ==========    ===========

Fixed Charges:
  Interest expense on indebtedness (1)                                                 $   19.7      $    19.7
  Stock purchase contract adjustment payments                                              4.1            4.1
  Rental expense                                                                           1.3            1.3
                                                                                     ----------    -----------
Fixed charges, exclusive of interest credited on policyholder contract balances       $   25.1      $    25.1
  Interest credited on policyholder contract balances                                     98.0          104.1
                                                                                     ----------    -----------
Total fixed charges, inclusive of interest credited on policyholder contract
balances                                                                              $  123.1      $   129.2
                                                                                     ==========    ===========

Income (loss) from continuing operations before income taxes, minority interest,
  equity in undistributed earnings of affiliates and venture capital
  partnership investments and fixed charges                                           $  191.4      $    32.6
                                                                                     ==========    ===========

Ratio of earnings to fixed charges                                                         1.6            0.3
                                                                                     ==========    ===========

Additional earnings required to achieve 1:1 ratio coverage                            $   --        $    96.9
                                                                                     ==========    ===========


SUPPLEMENTAL RATIO - ratio of earnings to fixed charges
exclusive of interest credited on policyholder contract balances:

Income (loss) from continuing operations before income taxes, minority interest
  and equity in undistributed earnings of affiliates and venture capital
  partnership investments                                                             $   68.3      $   (96.6)
                                                                                     ==========    ===========

Fixed Charges:
  Total fixed charges, as above                                                       $   25.1      $    25.1
                                                                                     ==========    ===========

Income (loss) from continuing operations before income taxes, minority interest
  and equity in undistributed earnings of affiliates and venture capital partnership
  investments and fixed charges                                                       $   93.4      $   (71.5)
                                                                                     ==========    ===========

Ratio of earnings to fixed charges                                                         3.7           --
                                                                                     ==========    ===========


Additional earnings required to achieve 1:1 ratio coverage                            $   --        $    96.6
                                                                                     ==========    ===========



(1)  Interest expense on collateralized obligations is not included as these are non-recourse liabilities to
    Phoenix and the interest expense is solely funded by assets pledged as collateral consolidated on our
    balance sheet.

EX-99.31.1

                                                 Exhibit 31.1

                                        Certification (Dona D. Young)





                                                                                                  Exhibit 31.1

                                                   CERTIFICATION


         I, the Chief Executive Officer of The Phoenix Companies, Inc. (the "issuer"), certify that:

         1.   I have reviewed this report on Form 10-Q of the issuer;

         2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;

         3.   Based on my knowledge, the financial statements, and other financial information included in
this quarterly report, fairly present in all material respects the financial condition, results of operations
and cash flows of the issuer as of, and for, the periods presented in this report;

         4.   The issuer's other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer
and we have:

         a)   designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the issuer,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

         b)   evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

         c)   disclosed in this report any change in the issuer's internal control over financial reporting
that occurred during the issuer's most recent fiscal quarter (the issuer's fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer's
internal control over financial reporting; and

         5.   The issuer's other certifying officer and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's
board of directors (or persons performing the equivalent functions):

         a)   all significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the issuer's ability to
record, process, summarize and report financial information; and

         b)   any fraud, whether or not material, that involves management or other employees who have a
significant role in the issuer's internal control over financial reporting.

Date:        August 9, 2004                              /s/ Dona D. Young
                                                         ----------------------------------------------------
                                                         Dona D. Young
                                                         Chief Executive Officer

EX-99.31.2

                                                 Exhibit 31.2

                                                 Certification

                                               Michael E. Haylon





                                                                                                  Exhibit 31.2

                                                   CERTIFICATION


         I, the Chief Financial Officer of The Phoenix Companies, Inc. (the "issuer"), certify that:

         1.   I have reviewed this report on Form 10-Q of the issuer;

         2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;

         3.   Based on my knowledge, the financial statements, and other financial information included in
this quarterly report, fairly present in all material respects the financial condition, results of operations
and cash flows of the issuer as of, and for, the periods presented in this report;

         4.   The issuer's other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer
and we have:

         a)   designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the issuer,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

         b)   evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

         c)   disclosed in this report any change in the issuer's internal control over financial reporting
that occurred during the issuer's most recent fiscal quarter (the issuer's fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer's
internal control over financial reporting; and

         5.   The issuer's other certifying officer and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's
board of directors (or persons performing the equivalent functions):

         a)   all significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the issuer's ability to
record, process, summarize and report financial information; and

         b)   any fraud, whether or not material, that involves management or other employees who have a
significant role in the issuer's internal control over financial reporting.

Date:    August 9, 2004                                  /s/ Michael E. Haylon
                                                         ----------------------------------------------------
                                                         Michael E. Haylon
                                                         Chief Financial Officer

EX-99.32

                                                  Exhibit 32

                                                 CERTIFICATION


                                                                                                    Exhibit 32

                                                   CERTIFICATION


         The undersigned hereby certify that the Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2004 of The Phoenix Companies, Inc. (the "Company") filed with the Securities and Exchange Commission
on the date hereof fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 and that the information contained in such report fairly presents, in all material respects, the
financial condition and results of operations of the Company.



             /s/ Dona D. Young                                          /s/ Michael E. Haylon
________________________________________________________   ____________________________________________________
 Name:   Dona D. Young                                       Name:   Michael E. Haylon
 Title:  Chairman, President &                               Title:  Chief Financial Officer
         Chief Executive Officer
 Date:   August 9, 2004                                      Date:   August 9, 2004


         A signed original of this written statement required by Section 906, or other document
authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the
electronic version of this written statement required by Section 906, has been provided to The Phoenix
Companies, Inc. and will be retained by The Phoenix Companies, Inc. and furnished to the Securities and
Exchange Commission or its staff upon request.