Exhibit 10.11





                                            THE PHOENIX COMPANIES, INC.
                               NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN B


                                          Effective as of August 1, 2004






                                                                                                  Exhibit 10.11


ARTICLE I.    PURPOSE AND EFFECTIVE DATE

     1.1      Purpose. The Phoenix Companies, Inc. Nonqualified Supplemental Executive Retirement Plan B(the
"Supplemental Plan") is intended to provide retirement benefits for certain current and former employees which
are not provided under the Employee Pension Plan (the "Employee Pension Plan") by reason of (a) the exclusion
from the definition of Earnings of Incentive Compensation under an Incentive Compensation Plan designated in
Section 2.7 hereof; (b) the limitation on Earnings that may be taken into account under the Employee Pension
Plan as set forth in Section 401(a)(17) of the Internal Revenue Code; or (c) the exclusion from the definition
of Earnings of amounts deferred under any other deferred compensation program of the Employer. The Supplemental
Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation
for a select group of management or highly compensated employees.

     1.2      Effective Date. The Supplemental Plan was first effective August 1, 2004.

ARTICLE II.   DEFINITIONS

     2.1      "Beneficiary" shall mean the Beneficiary designated under the Employee Pension Plan.

     2.2      "Benefit Plans Committee" shall mean the committee appointed by and serving at the pleasure of he
Board of Directors of the Employer to administer the Supplemental Plan.

     2.3      "Code" shall mean the Internal Revenue Code of 1986, as amended.

     2.4       "Employee Pension Plan" shall mean The Phoenix Companies, Inc. Employee Pension Plan, a defined
benefit pension plan maintained by the Employer, as it may be amended from time to time.

     2.5      "Employer" shall mean Phoenix Life Insurance Company.

     2.6      "Excess Benefit Plan" shall mean The Phoenix Companies, Inc. Excess Benefit Plan, a plan
maintained by the Employer for the purpose of providing benefits for certain Employees in excess of the
limitations imposed by Section 415 of the Internal Revenue Code.

     2.7      "Incentive Compensation" shall mean compensation payable under Performance Incentive Plan, the
Mutual Incentive Plan, the Annual Incentive Plan, the Investment Incentive Plan, and/or any successor incentive
plan or such other incentive compensation arrangements as the Employer may designate from time to time as
approved by the Compensation Committee of the Board of Directors of The Phoenix Companies, Inc. or the Benefit
Plans Committee.

     2.7      "Plan Administrator" shall mean the Benefit Plans Committee or the person designated as such by
the Benefit Plans Committee.

     2.8      "Supplemental Plan" shall mean The Phoenix Companies, Inc. Nonqualified Supplemental Executive
Retirement Plan B as is set forth in this document as it may be amended from time to time.




         Unless the context otherwise indicates, words and phrases capitalized and not otherwise defined herein
are terms defined in the Employee Pension Plan and have the same meaning ascribed to them under the Employee
Pension Plan.

ARTICLE III.  ELIGIBILITY

     3.1      Individuals who do not participate and are not eligible to participate in the amended and
restated Nonqualified Supplemental Executive Retirement Plan effective January 1, 2004 on July 31, 2004 will be
eligible to participate in this Supplemental Plan in accordance with section 3.2.

     3.2      After August 1, 2004, any Highly Compensated Employee, as defined under the Employee Pension
Plan, of the Employer or any of its subsidiaries or affiliates that has adopted this Supplemental Plan, that
has been nominated to participate in this Supplemental Plan by his or her supervisor and approved by the Chief
Executive Officer, whose retirement benefits under the Employee Pension Plan are limited by reason of the
exclusion of Incentive Compensation or deferred compensation amounts from the definition of Earnings or the
limitation on Earnings set forth in Section 401(a)(17) of the Code shall be eligible for benefits under this
Supplemental Plan effective August 1, 2004.

ARTICLE IV.   BENEFITS

     4.1      The amount of monthly benefit provided under this Supplemental Plan effective August 1, 2004 for
participants actively at work on that day or thereafter shall be the excess of (a) over (b) where:

              (a)     is the amount of monthly benefit that would have been provided under the Employee Pension
                      Plan if the exclusion of Incentive Compensation or deferred compensation amounts from the
                      definition of Earnings and the limitation on Earnings set forth in Section 401(a)(17) of
                      the Code did not apply; provided, however, that in determining the amount of a
                      Participant's Final Average Earnings, the amount of Incentive Compensation which shall be
                      taken into account shall be equal to such annual Incentive Compensation received by the
                      Participant averaged over any three (3) full calendar years within the last seven (7)
                      consecutive full calendar years that produces the highest average; and

              (b)     is the amount of monthly benefit payable under the Employee Pension Plan.

     4.2      Notwithstanding 4.1 to the contrary, the amount of monthly benefit payable to a Participant under
this Supplemental Plan shall be reduced to the extent that the aggregate monthly benefit payable to the
Participant under the Employee Pension Plan, the Excess Benefit Plan and this Supplemental Plan exceeds the
amount of monthly benefit that would have been provided under the Employee Pension Plan if the exclusion of
Incentive Compensation or deferred compensation from the definition for Earnings, the limitation on Earnings
set forth in Section 401(a)(17) of the Code and the limitations imposed by Section 415 of the Code did not
apply.

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     4.3      (a)     To the extent that 4.1 requires the determination of the amount of monthly benefit
                      payable under the Employee Pension Plan, only the benefit payable with respect to Service
                      credited on and after January 1, 1993 shall be taken into account for purposes of
                      calculating the benefit payable under this Supplemental Plan to a Former Home Life
                      Employee.

              (b)     The amount of monthly benefit payable under Section 4.1 to an Employee of PIC, PEPCO or
                      PXP who was ineligible to participate in the Employee Pension Plan for the period January
                      1, 1997, through December 31, 1999, shall be computed to include an additional amount
                      equal to the difference between the benefit such officer actually accrued under the
                      Employee Pension Plan as of his or her Annuity Commencement Date and the benefit such
                      officer would have accrued had he or she not been excluded from participation in the
                      Employee Pension Plan for such period.

     4.4      For purposes of 4.1 above, Incentive Compensation shall be deemed Earnings with respect to the
year in which such Incentive Compensation is actually paid or deferred.

     4.5      The payment of benefits to which a Participant or Beneficiary shall be entitled under this
Supplemental Plan shall be made in the same form and manner and at the same time as is applicable or elected
under the Employee Pension Plan.

     4.6      The provisions of the Employee Pension Plan concerning suspension of benefits upon re-employment
are applicable to the benefits payable under this Supplemental Plan.

     4.7      Any benefit payable under the Employee Pension Plan shall be solely in accordance with the terms
and provisions thereof, and nothing in this Supplemental Plan shall operate or be construed in a way to modify,
amend or affect the terms and provisions of the Employee Pension Plan.

     4.8      If the spouse of a Participant in the Supplemental Plan is entitled to a death benefit under the
Employee Pension Plan, said spouse shall be entitled to receive from the Employer a death benefit under this
Supplemental Plan equal to the difference between (a) the death benefit that would be payable to said spouse
under the Employee Pension Plan as of the date of the Participant's death if such benefit were calculated based
on the benefit described in this Article IV; and (b) the death benefit actually payable to said spouse under
the Employee Pension Plan as of the date of the Participant's death, calculated in accordance with the terms of
the Employee Pension Plan. No death benefit other than that set forth in this Section 4.8 shall be payable
under this Supplemental Plan if a Participant dies prior to the commencement of benefit payments under this
Supplemental Plan.

ARTICLE V.    VESTING

     5.1      Employees eligible to participate in this Supplemental Plan on or after August 1, 2004, shall
have a vested, non-forfeitable interest in his or her Supplemental Plan benefits upon such Participant's
attainment of Normal Retirement Age under the Employee Pension Plan or on earlier termination of employment by
death or disability as defined in the Employee Pension

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Plan. Otherwise, a Participant shall be fully vested in his or her benefits under this Supplemental Plan in the
following manner:

Service at selection                Vesting Schedule                                    Full Vesting
into SERP
----------------------------------------------------------------------------------------------------------

Less than 5 years             0% immediate, 50% cliff at 5 years, then 10% per year   10 years for full vesting
5 years but less than 6      10% immediate, then 10% per year                          9 years for full vesting
6 years but less than 7      20% immediate, then 10% per year                          8 years for full vesting
7 years but less than 8      30% immediate, then 10% per year                          7 years for full vesting
8 years but less than 9      40% immediate, then 10% per year                          6 years for full vesting
9 years but less than 20     50% immediate, then 10% per year                          5 years for full vesting
20 years or more            100% immediate vesting



ARTICLE VI.   CLAIMS FOR BENEFITS

     6.1      Claims for benefits under the Supplemental Plan may be filed with the Plan Administrator on forms
supplied by the Plan Administrator. Written or electronic notice of the disposition of a claim shall be
furnished to the claimant within ninety (90) days after the application is filed (or within one hundred eighty
(180) days if special circumstances require an extension of time for processing the claim and if written notice
of such extension and circumstances are communicated to the claimant within the initial ninety (90)-day
period). In the event the claim is wholly or partially denied, the reasons for the denial shall be specifically
set forth in the notice in language calculated to be understood by the claimant, pertinent provisions of the
Supplemental Plan on which the decision is based shall be cited, and, where appropriate, a description of any
additional material or information necessary to perfect the claim, and an explanation of why such material or
information is necessary, will be provided. In addition, the claimant shall be furnished with an explanation of
the Supplemental Plan's claims review procedure and the time limits applicable to such procedures, including a
statement of the claimant's right to bring a civil action under Section 502(a) of ERISA following an adverse
benefit determination on review. A claimant must request a review of a denied claim in accordance with the
procedures described in the following paragraph before the claimant is permitted to bring a civil action for
benefits.

     Any Employee, former Employee, or authorized representative or Beneficiary of either, who has been
denied a benefit by a decision of the Plan Administrator shall be entitled to request the Plan Administrator to
give further consideration to his claim by filing with the Plan Administrator (on a form which may be obtained
from the Plan Administrator) a request for review. Such request, together with a written statement of the
reasons why the claimant believes his claim should be allowed, shall be filed with the Plan Administrator no
later than sixty (60) days after receipt of the notification provided for above. If such request is so filed,
the claimant or his representative may submit written comments, documents, records and other information
relating to the claim to the Plan Administrator within sixty (60) days after receipt of the notification
provided for above. The claim for review shall be given a full and fair review that takes into account all
comments, documents, records and other information submitted that relates to the claim, without regard to
whether such information was submitted or considered in the initial benefit determination. The Plan
Administrator shall provide the claimant or his

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representative with written or electronic notice of the final decision as to the allowance of the claim within
sixty (60) days of receipt of the request for review (or within one hundred twenty (120) days if special
circumstances requires an extension of time for processing the request and if written notice of such extension
and circumstances is given to the claimant or his representative within the initial sixty (60)-day period).
Such communication shall be written in a manner calculated to be understood by the claimant and shall include
specific reasons for the decision, specific references to the pertinent Supplemental Plan provisions on which
the decision is based, a statement of the claimant or his representative's right to bring a civil action under
Section 502(a) of ERISA and a statement that the claimant or his beneficiary is entitled to receive, upon
request and free of charge, reasonable access to and copies of, all documents, records and other information
relevant to the claim for benefits. A document is relevant to the claim for benefits if it was relied upon in
making the determination, was submitted, considered or generated in the course of making the determination or
demonstrates that benefit determinations are made in accordance with the Supplemental Plan and that
Supplemental Plan provisions have been applied consistently with respect to similarly situated claimants.

     6.2      Any payment to any Participant, or to such Participant's legal representative or Beneficiary, in
accordance with the provisions of this Supplemental Plan, shall be in full satisfaction of all claims hereunder
against the Employer. The Plan Administrator may require such Participant, legal representative, or
Beneficiary, as a condition precedent to such payment, to execute a receipt and release therefor in such form
as it shall determine. If the Plan Administrator shall receive evidence satisfactory to the Plan Administrator
that any payee under this Supplemental Plan is a minor, or is legally, physically, or mentally incompetent to
receive and to give valid release for any payment due him or her under this Supplemental Plan, any such
payment, or any part thereof, may, unless claim therefor shall have been made to the Plan Administrator by a
duly appointed executor, administrator, guardian, committee, or other legal representative of such payee, be
paid by the Plan Administrator to such payee's spouse, child, parent or other blood relative, or to any person,
persons or institutions deemed by the Plan Administrator to have incurred expense for or on behalf of such
payee, and any payment so made shall, to the extent thereof, be in full settlement of all liability in respect
of such payee. If a dispute arises as to the proper recipient of any payments, the Plan Administrator in its
sole discretion may withhold or cause to be withheld such payments until the dispute shall have been determined
by a court of competent jurisdiction or shall have been settled by the parties concerned.

     6.3      If any benefits payable under this Supplemental Plan to a Participant, or to such Participant's
legal representative or Beneficiary, cannot be paid by reason that such person cannot be located for three (3)
years after reasonable efforts have been made to locate such person, the Plan Administrator may declare such
benefits forfeited and return such benefits to the Employer; provided, however, that in the event such
Participant, or such Participant's legal representative or Beneficiary, is subsequently located or files a
claim for benefits, such amount plus interest shall be reinstated to the Participant's account for the benefit
of such Participant, or such Participant's legal representative or Beneficiary, as the case may be.

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ARTICLE VII.  AMENDMENT AND TERMINATION

     7.1      The Benefit Plans Committee shall have the right to amend this Supplemental Plan at any time and
from time to time, including a retroactive amendment, by resolution adopted by it at a meeting duly called or
by unanimous written consent in accordance with the Employer's Articles of Incorporation, Bylaws and applicable
law. Any such amendment shall become effective upon the date stated therein, and shall be binding on all
Participants and Beneficiaries, except as otherwise provided in such amendment; provided, however that said
amendment shall not adversely affect benefits payable to a Participant or Beneficiary where the cause giving
rise to such benefit (e.g., retirement) has already occurred.

     7.2      The Employer has established this Supplemental Plan with the bona fide intention and expectation
that from year to year it will deem it advisable to continue it in effect. However, the Employer, in its sole
discretion, reserves the right to terminate the Supplemental Plan in its entirety at any time without the
consent of any Participant; provided, however, that in such event, benefits shall not be affected where the
cause giving rise to such benefit (e.g. retirement) has already occurred. All other benefits accrued hereunder
shall immediately be forfeited. Any such termination shall be accomplished by resolution of the Benefit Plans
Committee adopted at a meeting duly called or by unanimous written consent in accordance with the Employer's
Articles of Incorporation, Bylaws and applicable law.

ARTICLE VIII. SOURCE OF BENEFIT PAYMENTS

     8.1      No special or separate fund shall be established by the Employer and no segregation of assets
shall be made to assure the payment of benefits under the Supplemental Plan. No Participant shall have any
right, title, or interest whatsoever in any specific asset of the Employer. Nothing contained in this
Supplemental Plan and no action taken pursuant to its provisions shall create or be construed to create a trust
of any kind, or a fiduciary relationship, between the Employer and a Participant or any other person. To the
extent that any person acquires a right to receive payments under this Supplemental Plan, such right shall be
no greater than the right of an unsecured general creditor of the Employer.

ARTICLE IX.   GENERAL

     9.1      To the extent permitted by law, the right of any Participant or Beneficiary to any benefit or
payment hereunder shall not be subject in any manner to attachment or other legal process, and no such benefit
or payment shall be subject to anticipation, alienation, sale, transfer, assignment, or encumbrance.

     9.2      The Supplemental Plan shall be operated and administered by the Plan Administrator or its duly
authorized representative. The Plan Administrator shall have sole discretionary authority to determine all
questions arising in connection with the Supplemental Plan, to interpret the provisions of the Supplemental
Plan and to construe all of its terms, to adopt, amend and rescind rules and regulations for the administration
of the Supplemental Plan and to make all determination in connection with the Supplemental Plan as may be
necessary or advisable. All such actions of the Plan Administrator shall be conclusive and binding on all
persons.

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     9.3      This Supplemental Plan shall be governed by and construed in accordance with the laws of the
State of Connecticut other than and without reference to any provisions of such laws regarding choice of laws
or conflict of laws, to the extent such laws are not pre-empted by the Employee Retirement Income Security Act
of 1974, as amended.

     9.4      The establishment of this Supplemental Plan shall not be construed as giving to any Participant,
Employee or any person whomsoever, any legal, equitable or other rights against the Employer, or its officers,
directors, agents or shareholders, or as giving to any Participant or Beneficiary any interest in the assets or
business of the Employer or giving any Employee the right to be retained in the employment of the Employer. All
Employees and Participants shall be subject to discharge to the same extent they would have been if this
Supplemental Plan had never been adopted.

     9.5      The Employer may withhold from a payment any federal, state or local taxes required by law to be
withheld with respect to such payments and such sums as the Employer may reasonably estimate are necessary to
cover taxes for which the Employer may be liable and which may be assessed with regard to such payment.

     9.6      The illegality of any particular provision of this document shall not affect the other provisions
and the document shall be construed in all respects as if such invalid provision were omitted.

ARTICLE X.    PARTICIPATING EMPLOYERS

     10.1     Adoption of Supplemental Plan by Other Employers. With the consent of the Benefit Plans
Committee, any other corporation may adopt the Supplemental Plan and all of the provisions hereof and
participate herein as a Participating Employer by a properly executed document evidencing said intent and will
of such Participating Employer.

     10.2     Requirements of Participating Employers.

              (a)     Benefits payable under the Supplemental Plan to employees of the Participating Employer
                      are funded through the Participating Employer's general assets. The Participating
                      Employer agrees to pay and assumes all liability with respect to all benefits payable
                      under the Supplemental Plan to past, present and future employees of the Participating
                      Employer, their spouses and other dependents and beneficiaries in accordance with the
                      terms of the Supplemental Plan. [Notwithstanding the foregoing, Phoenix Life Insurance
                      Company and not Phoenix Equity Planning Corporation nor Phoenix Investment Counsel, Inc.
                      shall pay and assume liability for benefits payable under the Supplemental Plan to
                      Employees of Phoenix Equity Planning Corporation and Phoenix Investment Counsel, Inc.
                      with respect to service completed before January 1, 1996.] {What about IMG and Engemann}

              (b)     The Plan Administrator shall keep separate books and records concerning the contributions
                      and benefits payable under the Supplemental Plan with

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                      respect to the Participating Employer and the Employees of the Participating Employer.

              (c)     The Participating Employer shall pay to Phoenix Life Insurance Company its proportionate
                      share of any administrative expenses of the Supplemental Plan which are to be paid by the
                      Employer.

     10.3     Designation of Agent. Each Participating Employer shall be deemed to have designated irrevocably
the Benefit Plans Committee and the Plan Administrator as its agents.

     10.4     Plan Amendment.

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

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

     10.5     Withdrawal of a Participating Employer. A Participating Employer may terminate its
participation in the Supplemental Plan by giving the Benefit Plans Committee prior written notice specifying a
termination date which shall be the last day of a month at least 30 days subsequent to the date such notice is
delivered to the Benefit Plans Committee, unless the Benefit Plans Committee shall have waived its right to
such notice. The Benefit Plans Committee may terminate a Participating Employer's participation in the
Supplemental Plan as of any termination date by giving the Participating Employer prior written notice
specifying a termination date which shall be the last day of a month at least 30 days subsequent to the date
such notice is delivered to the Participating Employer, unless the Participating Employer shall have waived its
right to such notice.

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     10.6     Plan Administrator's Authority. The Plan Administrator shall have all of the duties and
responsibilities authorized by the Supplemental Plan and shall have the authority to make any and all rules,
regulations and decisions necessary or appropriate to effectuate the terms of the Supplemental Plan, which
shall be binding upon each Participating Employer and all Participants.

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