AMENDED AND RESTATED EMPLOYMENT CONTINUATION AGREEMENT

EXHIBIT 10.28

AMENDED AND RESTATED EMPLOYMENT CONTINUATION AGREEMENT

This Amended and Restated Employment Continuation Agreement (this “ Agreement ”) is dated January 1, 2008 (the “ Restatement Date ”), and is between The Phoenix Companies, Inc., a Delaware corporation (the “ Company ”), and Dona D. Young (the “ Executive ”).

WITNESSETH

WHEREAS , Executive and the Company entered into an employment continuation agreement dated January 1, 2003 which, following the conclusion of the initial term and two successive one-year renewal periods provided thereunder, expires on January 1, 2008;

WHEREAS , the Company or one of its Affiliates (as defined below) has employed the Executive in an officer position and has determined that the Executive holds a critical position with the Company and/or such Affiliate;

WHEREAS, the Company believes that, in the event it is confronted with a situation that could result in a change in ownership or control of the Company, continuity of management will be essential to its ability to evaluate and respond to such situation in the best interests of its shareholders;

WHEREAS, the Company understands that any such situation will present significant concerns for the Executive with respect to the Executive’s financial and job security. The Company desires to assure the Company and its Affiliates of the Executive’s services during the period in which it is confronting such a situation, and to provide the Executive certain financial assurances to enable the Executive to perform the responsibilities of the Executive’s position without undue distraction and to exercise the Executive’s judgment without bias due to the Executive’s personal circumstances. To achieve these objectives, the Company and the Executive desire to enter into an agreement providing the Company and its Affiliates and the Executive with certain rights and obligations upon the occurrence of a Change of Control; and

WHEREAS , the Company and Executive desire to amend and restate the employment continuation agreement dated January 1, 2003 to extend the term of such agreement for an additional period, to reflect changes required by Section 409A of the Internal Revenue Code of 1986, as amended (“ Section 409A ”) and to make other changes as provided in this Agreement.

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 Company and the Executive hereby agree as follows:

1. Operation of Agreement .

(a) Term . The initial term of this Agreement shall commence on the Restatement Date and continue until December 31, 2009. Thereafter, the term of this Agreement will automatically renew for successive one-year terms, unless the Company or the Executive gives the other party written notice at least 12 months prior to the date the term would otherwise renew that it or the Executive does not want the term to be so extended; provided that the Company may not deliver a notice of nonrenewal after a Change of Control (as defined in below). Notwithstanding anything to the contrary in this Agreement, the term of this Agreement shall in all events expire (regardless of when the term would otherwise have expired) on the second anniversary of a Change of Control; provided that any payment obligations hereunder resulting from the Executive’s termination of employment prior to the expiration of the term or from an event covered under Section 7(e) shall continue in full force and effect following the expiration of the term.

(b) Effective Date . If a Change of Control occurs during the term of this Agreement, this Agreement shall govern the terms and conditions of the Executive’s employment and the benefits and compensation to be provided to the Executive commencing on the date on which a Change of Control occurs (the “ Effective Date ”) and ending on the second anniversary of the Effective Date; provided that if the Executive is not employed by the Company or one of its Affiliates on the Effective Date, this Agreement shall be void and without effect, shall not constitute a contract of employment or a guarantee of employment for any period of time, and shall not limit in any way the right of the Company or its Affiliates to change the terms and conditions of the Executive’s employment or to terminate the Executive’s employment.  Notwithstanding the preceding sentence, but subject to Section 13(b), in the event that the Executive’s employment with the Company and its Affiliates is terminated in connection with a Change of Control (which shall in all events be deemed the case if such termination is within 90 days prior to the Effective Date and deemed not to be the case if such termination is more than 180 days before the Effective Date) without Cause or for Good Reason (as such terms are defined in Sections 6(c) and 6(d) below, but without regard to the requirement under Section 6(d) that such termination occur after the Effective Date), the Executive shall be entitled to receive (x) the benefits provided under Section 7(c) (which shall be in lieu of any severance benefits that would otherwise have been provided under her Employment Agreement on account of such termination) and (y) any amounts due under Section 7(e).

2. Definitions .

(a) Affiliate . An “ Affiliate ” shall mean any corporation, partnership, limited liability company, trust or other entity which directly, or indirectly through one or more intermediaries, controls, is under common control with, or is controlled by, the Company.

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(b) Change of Control . For the purposes of this Agreement, a “ Change of Control ” shall mean the first occurrence of:

(i) any Person acquires “beneficial ownership” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), directly or indirectly, of securities of the Company representing 25% or more of the combined Voting Power of the Company’s securities;

(ii) within any 24-month period, the persons who were directors of the Company at the beginning of such period (the “ Incumbent Directors ”) shall cease to constitute at least a majority of the Board of Directors of the Company (the “ Board ”) or  the board of directors of any successor to the Company; provided that any director elected or nominated for election to the Board by a majority of the Incumbent Directors then still in office shall be deemed to be an Incumbent Director for purposes of this subclause 2(b)(ii);

(iii) the effective date of any merger, consolidation, share exchange, division, sale or other disposition of all or substantially all of the assets of the Company which is consummated (a “ Corporate Event ”), if immediately following the consummation of such Corporate Event the stockholders of the Company immediately prior to such Corporate Event do not hold, directly or indirectly, a majority of the Voting Power, in substantially the same proportion as prior to such Corporate Event, of ( x ) in the case of a merger or consolidation, the surviving or resulting corporation or ( y ) in the case of a division or a sale or other disposition of assets, each surviving, resulting or acquiring corporation which, immediately following the relevant Corporate Event, holds more than 25% of the consolidated assets of the Company immediately prior to such Corporate Event;

(iv) the approval by stockholders of the Company of a plan of liquidation with respect to the Company; or

(v) any other event occurs which the Board declares to be a Change of Control.

(c) Person . For purposes of the definition of Change of Control, “ Person ” shall have the same meaning ascribed to such term in Section 3(a)(9) of the Exchange Act, as supplemented by Section 13(d)(3) of the Exchange Act, and shall include any group (within the meaning of Rule 13d-5(b) under the Exchange Act); provided that “ Person ” shall not include ( i ) the Company or any of its Affiliates, or ( ii ) any employee benefit plan (including an employee stock ownership plan) sponsored by the Company or any of its Affiliates.

(d) Voting Power . “ Voting Power ” shall mean such number of Voting Securities as shall enable the holders thereof to cast all the votes which could be cast in an annual election of directors of a company, and “ Voting Securities ” shall mean all securities entitling the holders thereof to vote in an annual election of directors of a company.

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3. Employment Period . The period during which the Executive remains employed with the Company or any Affiliate following the Effective Date through the expiration of the term of this Agreement shall be referred to herein as the “ Employment Period .”

4. Business Time . During the Employment Period, the Executive shall devote substantially Executive’s full business time and efforts to the performance of Executive’s duties on behalf of the Company, except for ( i ) time spent in managing the Executive’s personal, financial and legal affairs and serving on corporate, civic or charitable boards or committees, in each case only if and to the extent not substantially interfering with the performance of such responsibilities, and ( ii ) periods of vacation and sick leave to which the Executive is entitled. It is expressly understood and agreed that the Executive’s continuing to serve on any boards and committees on which the Executive is serving or with which the Executive is otherwise associated immediately preceding the Effective Date shall not be deemed to interfere with the performance of the Executive’s services to the Company and its Affiliates. Moreover, so long as the following activities do not (individually or in the aggregate) materially interfere with the performance of the Executive’s duties with the Company and are conducted in compliance with the Company’s Code of Conduct (as in effect from time to time), the Executive may (i) participate in charitable, civic, educational, professional, community or industry affairs or serve on the boards of directors or advisory boards of other companies; provided, however, that the Executive shall not serve as a director on more than three (3) boards of directors or advisory boards of other for-profit companies (in addition to those described in the preceding sentence) without the prior written approval of the Board, and (ii) manage her and her family’s personal investments.

5. Compensation .

(a) Base Salary . During the Employment Period, the Executive shall receive a base salary at a monthly rate at least equal to the monthly salary paid to the Executive immediately prior to the Effective Date. The base salary may be increased (but not decreased) at any time and from time to time by action of the Board or any committee thereof, the board of directors of any Affiliate or any committee thereof in the event the Executive is employed by an Affiliate, and any individual having authority to take such action in accordance with the Company’s or any Affiliate’s regular practices. The Executive’s base salary, as it may be increased from time to time, shall hereafter be referred to as the “ Base Salary .”

(b) Total Compensation . During the Employment Period, the total compensation opportunities made available to the Executive in such year in the form of short-term incentive compensation and long-term incentive compensation (“ Total Compensation ”) shall not be less than the Total Compensation made available to the Executive immediately prior to the Effective Date. For purposes of this Section 5(b), the amount of Total Compensation made available to the Executive, whether prior to or after a Change of Control, shall be conclusively determined by an independent compensation consultant

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selected by the Company prior to the occurrence of a Change of Control (or, if that entity is no longer able to serve or declines to serve in such capacity, such other independent compensation consultant that has no existing client relationship with the Company and its Affiliates as shall be selected by the designated consultant and reasonably acceptable to the Board (either such consultant hereinafter referred to as the “ Compensation Consultant ”)), using methods of valuation and comparison commonly used in competitive compensation practices, which shall be consistently applied. The Company shall provide the Compensation Consultant with any and all data that the consultant shall reasonably request in order to make its evaluations hereunder.

6. Termination .

(a) Death, Disability or Retirement . This Agreement shall terminate automatically upon the Executive’s death, termination due to “Disability” (as defined below), or voluntary retirement (other than for Good Reason, as defined below) under any of the retirement plans of the Company or its Affiliates applicable to the Executive as in effect from time to time. For purposes of this Agreement, “ Disability ” shall mean either ( i ) the Executive’s inability to perform his or her material duties for six consecutive months due to a physical or mental incapacity or ( ii ) any time earlier than the date specified in subclause (i) as of which the Executive shall have incurred a separation from service within the meaning of Section 409A of the Code and the regulations thereunder due to a physical or mental impairment.

(b) Voluntary Termination . Notwithstanding anything in this Agreement to the contrary, the Executive may voluntarily terminate employment for any reason (including early retirement pursuant to any retirement plan of the Company or any of its Affiliates as in effect from time to time and applicable to the Executive), upon not less than 60 days’ written notice (or such lesser period of notice as the Company shall specify) to the Company or the entity employing the Executive, as applicable; provided that any termination by the Executive pursuant to Section 6(d) hereof on account of Good Reason (as defined below) shall not be treated as a voluntary termination under this Section 6(b).

(c) Cause . The Company and each of its Affiliates that employs the Executive may terminate the Executive’s employment for Cause. For purposes of this Agreement, “ Cause ” means ( i ) the Executive’s conviction or plea of nolo contendere to a felony (other than with respect to a traffic violation or an incident of vicarious liability); ( ii ) an act of willful misconduct (including, without limitation, a willful material violation of the Company’s Code of Conduct) on Executive’s part with regard to the Company or its Affiliates having a material adverse impact on the Company or its Affiliates, and ( iii ) the Executive’s failure in good faith to attempt or refusal to perform legal directives of the Board or executive officers of the Company, as applicable, which directives are consistent with the scope and nature of the Executive’s employment duties and responsibilities and which failure or refusal is not remedied by the Executive within thirty (30) days after notice of such non-performance is given to the Executive. The Executive

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shall be provided an opportunity, together with his or her counsel, to be heard before the Board prior to termination and after such notice. If the majority of the members of the Board do not confirm, through a duly-adopted resolution following such opportunity, that the Company had grounds for a “Cause” termination, the Executive shall have the option to treat his or her employment as not having terminated or as having been terminated pursuant to a termination without Cause. No event shall constitute grounds for a “Cause” termination in the event that the Company fails to take action within 90 days after the Company’s Chairman or the Chairman of the Company’s Audit Committee obtains knowledge of the occurrence of such event. Additionally, for purposes of clause (ii) of this definition, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company and its subsidiaries.

(d) Good Reason . After the Effective Date, the Executive may resign from employment at any time for Good Reason. For purposes of this Agreement, “ Good Reason ” means the occurrence after the Effective Date of any of the following, without the express written consent of the Executive:

(i) the assignment to the Executive of duties inconsistent with the Executive’s position or any reduction in the Executive’s title or any material reduction in the Executive’s position, duties or responsibilities from the title, position, duties or responsibilities held or exercised by the Executive prior to the Effective Date;

(ii) any requirement that the Executive change the location where the Executive regularly provides services to the Company outside of the Hartford, Connecticut metropolitan area ( i.e. , the area within a thirty five (35) mile radius of downtown Hartford);

(iii) a reduction by the Company of the Executive’s Base Salary or Total Compensation opportunity or a reduction in the employee benefits provided to the Executive under the Company’s employee benefit plans (unless the Executive is provided with substantially equivalent replacement benefits);

(iv) any termination of employment by the Executive within the 30 day period following the first anniversary of the Effective Date;

(v) any failure to obtain the assumption and agreement to perform this Agreement by a successor as contemplated by Section 12(b); or

(vi) any other Good Reason (or similar) provision contained in any other employment or severance arrangement in effect between the Company and the Executive.

(e) Notice of Termination . Any termination by the Company and/or its Affiliates for Cause or by the Executive for Good Reason shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 13(e). For purposes of this Agreement, a “ Notice of Termination ” means a written notice given,

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( i ) in the case of a termination for Cause, within 10 business days of the Company and any Affiliate that employs the Executive having actual knowledge of the events giving rise to such termination, or ( ii ) in the case of a termination for Good Reason, within 10 business days of the Executive’s having actual knowledge of the events giving rise to such termination. Any such Notice of Termination shall ( x ) indicate the specific termination provision in this Agreement relied upon, ( y ) set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and ( z ) if the termination date is other than the date of receipt of such notice, specify the termination date of this Agreement (which date shall be not more than 15 days after the giving of such notice).

(f) Date of Termination . For the purpose of this Agreement, the term “ Date of Termination ” means ( i ) in the case of a termination for which a Notice of Termination is required, the date of receipt of such Notice of Termination or, if later, the date specified therein, as the case may be, and ( ii ) in all other cases, the actual date on which the Executive’s employment terminates during the Employment Period.

7. Obligations of the Company or an Affiliate upon Termination .

(a) Death or Disability . If the Executive’s employment is terminated during the Employment Period by reason of the Executive’s death or Disability, this Agreement shall terminate without further obligations to the Executive or the Executive’s legal representatives under this Agreement other than those obligations accrued hereunder at the Date of Termination, and the Company or the Affiliate that employs the Executive shall pay to the Executive (or the Executive’s beneficiary or estate), at the times determined below ( i ) the Executive’s full Base Salary through the Date of Termination (the “ Earned Salary ”), ( ii ) any vested amounts or benefits owing to the Executive under or in accordance with the terms and conditions of any otherwise applicable employee benefit plans, agreements and programs and any accrued vacation pay not yet paid (the “ Accrued Obligations ”), and ( iii ) any other benefits payable in such situation under the plans, agreements, policies or programs of the Company and its Affiliates and in accordance with the terms of such plans, policies and programs (the “ Additional Benefits ”).

Any Earned Salary shall be paid in cash in a single lump sum as soon as practicable, but in no event more than 30 days (or at such earlier date required by law), following the Date of Termination. Accrued Obligations and Additional Benefits shall be paid in accordance with the terms of the applicable plan, program or arrangement.

(b) Cause and Voluntary Termination . If, during the Employment Period, the Executive’s employment shall be terminated for Cause or voluntarily terminated by the Executive (other than on account of Good Reason), the Company or the Affiliate that employs the Executive shall pay the Executive ( i ) the Earned Salary in cash in a single lump sum as soon as practicable, but in no event more than 30 days (or at such earlier date required by law), following the Date of Termination, and ( ii ) the Accrued

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Obligations and Additional Benefits in accordance with the terms of the applicable plan, program or arrangement.

(c) Termination by the Company or the Affiliate that employs the Executive other than for Cause and Termination by the Executive for Good Reason . If, during the Employment Period, the Company or the Affiliate that employs the Executive terminates the Executive’s employment other than for Cause or the Executive terminates his or her employment for Good Reason:

(i) Pension Service Credit and Payment . The Executive’s accrued benefit under any nonqualified defined benefit type pension plan or arrangement of the Company, including, without limitation, the Employee Pension Plan or any successor plan and/or the Supplemental Executive Retirement Plan or any successor plan (all such plans, the “ Pension Plans ”) shall, to the extent not previously vested, be deemed vested as of the Date of Termination.  In addition, subject to Section 13(b), the Company shall pay to the Executive an amount equal to the lump sum value (based on the actuarial assumptions used under the respective plan) of three years of additional service and age credit for pension purposes under the Pension Plans (with the Base Salary used as the salary component of “final average earnings” for purposes of this calculation), which payments shall be made at the same time as the payments referenced in subclause (ii) below.

(ii) Additional Lump Sum Payments . In lieu of (and not in addition to) any severance benefits payable to the Executive under any other plan, policy or program of the Company or any Affiliate (each, a “Severance Policy”) or under any agreement, whether written or oral, between the Executive and the Company (each, a “Prior Agreement”), the Company shall pay to the Executive (or cause the Executive to be paid), at the times determined below, the following amounts: