STATEMENT OF CLARIFICATION AND INTENT

         WHEREAS Carl T. Chadburn (the  "Executive") and The Phoenix  Companies,
Inc. or one of its subsidiaries  (the "Company") have entered into the Change of
Control  Agreement  dated  November 6, 2000 (the  "Agreement"),  the  Employment
Letter  of  Agreement  dated  December  20,  2000  (the  "Contract"),   and  the
Supplemental Retirement Plan dated December 18, 2001 (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 be  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. 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

         4. Any provision in the Agreement,  the Contract,  or the Plan which is
inconsistent with the  interpretations  stated in paragraphs one (1), two (2) or
three (3) 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/ E. Rudden     /s/ Tracy L. Rich       By:  /s/ Carl T. Chadburn
   --------------------------------------        -------------------------------
             (Signature)                                 (Signature)

Name: Elizabeth Rudden    Tracy L. Rich       Name:   Carl T. Chadburn
     ------------------------------------          -----------------------------

Title: Vice President,    Executive Vice      Title:  Executive Vice President
       HR                 President and             ----------------------------
                          General Counsel
      -----------------------------------

Date: August 30, 2002                         Date:  August 29, 2002
     ------------------------------------          -----------------------------