STATEMENT OF CLARIFICATION AND INTENT


         WHEREAS Philip R. McLoughlin (the "Executive") and The Phoenix
Companies, Inc. or one of its subsidiaries have entered into the Change of
Control Agreement dated February 1, 2001 (the "Agreement"), the Employment
Letter of Agreement dated February 1, 2001 (the "Contract"), and the
Supplemental Retirement Plan dated January 8, 2002 (the "Plan"); and

         WHEREAS the Company and the Executive wish to clarify and agree on the
interpretation and the integration of the Agreement, the Contract and the Plan;

         NOW THEREFORE, the Company and Executive agree that for all purposes,
including but not limited to the computation of benefits or amounts due the
Executive under the Agreement, the Contract, and the Plan:

         1. The last sentence of the second paragraph of the Contract which
reads

          "Further, the calculation of benefits under Section
          4(a)(i)(B) of the Agreement is hereby amended to include an
          amount equal to the highest of the last three (3) award
          payments under the Company's Long Term Incentive Plan (or
          any successor plan), or similar long term incentive plan
          applicable to the executive."

shall be interpreted to apply only in the case of a termination following an
actual Change of Control as defined in the Agreement;

         2. Section 2.1 of Article II of the Plan which provides for the vesting
of benefits under the Plan shall not be interpreted to permit the Executive to
claim or receive benefits under the Plan if the Executive is also claiming and
receiving benefits under the Contract or the Agreement. Therefore, Article II
Section 2.1 of the Plan shall interpreted as providing that the Executives
Supplemental Benefits (as defined in the Plan) will vest only to the extent that
the Executive is not claiming benefits under the Contract or the Agreement;

         3. As a result of the application of paragraphs one (1) and two (2)
above, the amount that Executive is entitled to receive under the Employment
Letter of Agreement is as set forth in the attached Schedule.

         4. The Company may require that Executive sign a general release in
order for Executive to receive benefits and payments under the Agreement, the
Contract and/or the Plan; and

         5. Any provision in the Agreement, the Contract, or the Plan which is
inconsistent with the interpretations stated in paragraph one (1), two (2) three
(3) or four (4) of this Statement





of Clarification and Intent shall be given no effect or ignored in interpreting
or computing benefits or amounts payable to the Executive under the Agreement,
the Contract, or the Plan.


THE PHOENIX COMPANIES, INC.              THE EXECUTIVE
(ON BEHALF OF ITSELF AND ANY
APPLICABLE SUBSIDIARY)


By:  /s/ Tracy L. Rich                   By: /s/ Philip McLoughlin
   ---------------------------------        ------------------------------------
             (Signature)                               (Signature)

Name:        Tracy L. Rich               Name:       Philip R. McLoughlin
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       Executive Vice President and                      Chairman and
Title:        General Counsel            Title:     Chief Executive Officer
      ------------------------------           ---------------------------------

Date:      September 4, 2002             Date:      September 4, 2002
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