SECOND AMENDMENT TO THE PHOENIX COMPANIES, INC. EQUITY DEFERRAL PLAN As Amended and Restated Effective January 1, 2009

Section 2.03 is amended in its entirety to read as follows:

“Beneficiary” means the person(s) or entity, including one or more trusts, last designated by an Employee 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 Employee. In the absence of any such designation, the Beneficiary shall be (i) the Employee’s surviving spouse, (ii) if there is no surviving spouse, the Employee’s children (including stepchildren and adopted children) per stirpes, or (iii) if there is no surviving spouse and/or children per stirpes, the Employee’s estate.