RESTRICTED STOCK UNITS AGREEMENT



                                 RESTRICTED STOCK UNITS AGREEMENT


         This RESTRICTED STOCK UNITS Agreement (the "Agreement") is entered into as of March 8, , 2004(the
"Effective Date"), by and between The Phoenix Companies, Inc., a Delaware corporation (the "Company") and
Philip K. Polkinghorn  (the "Executive").

                                                W I T N E S S E T H

         WHEREAS, on and after the Effective Date, the Company desires to employ the Executive as Executive
Vice President, Life and Annuity Manufacturing;

         WHEREAS, the Company and the Executive desire to enter into this Agreement  as to the terms of the
Restricted Stock Units Award by the Company; and

         WHEREAS, this  Agreement shall supersede any prior written  entered into between the Executive and the
Company prior to the Effective Date with respect to the subject matter hereof.

         NOW THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:



                                                   ARTICLE I
                                             RESTRICTED STOCK UNITS


                  Section 1.1.      Restricted Stock Unit.  "Restricted  Stock Unit" means the right to receive
one share of common stock of the Company, par value $0.01 per share ("Common Shares") subject to the terms of
this Agreement. Under the Agreement, the Company is awarding you a number of Restricted Stock Units that is
equal to $500,000 divided by the closing price of the Common Shares over the ten (10) trading days prior to
your start date of March 8, 2004 ("Start Date") (the "Award"). The date of your Award is March 8, 2004 (the
"Grant Date"). The number of shares in your Award is set forth in Schedule A, attached hereto.


                  Section 1.2.      Vesting.  Your Restricted Stock Units will vest on the earlier of (a) the
conclusion of the three-year period commencing on the Start Date or (b) the occurrence of a Change in Control
(as defined in the Change in Control Agreement entered into between the parties simultaneously herewith) and
(i) a termination of your employment by the Company, or its successor, without Cause (as such term is defined
in the Change in Control



Agreement) or (ii) a termination by you for "Good Reason" (as such term is defined in the Change in Control
Agreement). You will be required to retain these shares in accordance with the Company's share ownership and
retention guidelines.

                  Section 1.3.      Termination of Employment.  If your employment with the Company terminates
for any reason and your Restricted Stock Units do not vest on or before the date of your termination in
accordance with Section 1.2, your Restricted Stock Units shall be forfeited and you shall have no rights

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