FIRST AMENDMENT TO THE PHOENIX COMPANIES, INC. DIRECTORS STOCK PLAN As Amended and Restated Effective January 1, 2009

The Phoenix Companies, Inc. Directors Stock Plan (the “Plan”), as amended and restated effective January 1, 2009, is amended effective June 26, 2015 as follows:

(b) “Beneficiary” means the person(s) or entity, including one or more trusts, last designated by a Participant on a form or electronic media and accepted by the Committee or its duly authorized representative as a beneficiary, co-beneficiary, or contingent beneficiary to receive benefits payable under the Plan in the event of the death of the Participant. In the absence of any such designation, the Beneficiary shall be (i) the Participant’s surviving spouse, (ii) if there is no surviving spouse, the Participant’s children (including stepchildren and adopted children) per stirpes, or (iii) if there is no surviving spouse and/or children per stirpes, the Participant’s estate.