EMPLOYEE MATTERS AGREEMENT

Exhibit 10.4

EXECUTION VERSION

EMPLOYEE MATTERS AGREEMENT

by and between

THE PHOENIX COMPANIES, INC.

and

VIRTUS INVESTMENT PARTNERS, INC.

Dated December 18, 2008

TABLE OF CONTENTS

EXHIBIT A

ii

EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT (the " Agreement ") is entered into December 18, 2008, by and between The Phoenix Companies, Inc. , a Delaware corporation (" PNX "), and Virtus Investment Partners, Inc. , a Delaware corporation (" Spinco ") (each a " Party " and together the " Parties "), to be effective as of the Distribution Date.

RECITALS

WHEREAS , PNX, acting through its direct and indirect subsidiaries, currently conducts several businesses in the life and annuity and asset management industries;

WHEREAS , the Board of Directors of PNX has determined that it is appropriate, desirable and in the best interests of PNX and its shareholders to separate PNX into two separate, independent, publicly traded companies by creating Spinco and distributing a portion of PNX’s asset management business to Spinco. The remainder of the PNX businesses will continue to be owned and conducted, directly or indirectly, by PNX;

WHEREAS , to effectuate the distribution, the Parties entered into that certain Separation Agreement, Plan of Reorganization and Distribution dated as of December 18, 2008 herewith (the " Separation Agreement "); and

WHEREAS , pursuant to the Separation Agreement, PNX and Spinco have agreed to enter into this Agreement for the purpose of allocating between and among them assets, liabilities and responsibilities with respect to employee compensation and benefit plans and arrangements;

NOW, THEREFORE , in consideration of the foregoing premises, the mutual promises and covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions . Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Separation Agreement. The following terms shall have the following meanings:

" Adjusted PNX Performance-Vested RSU " shall have the meaning assigned thereto in Section 5.3(a) of this Agreement.

" Adjusted Spinco Performance-Vested RSU " shall have the meaning assigned thereto in Section 5.3(b) of this Agreement.

" Agreement " shall have the meaning assigned thereto in the preamble to this Agreement.

" Benefit Plan " means, with respect to an entity, each plan, program, policy, on-going arrangement, agreement, payroll practice, contract, trust, insurance policy or commitment that is an employment, consulting, non-competition or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, supplemental retirement, stock option, stock purchase, performance units, restricted stock, other equity-based compensation, severance pay, salary continuation, life, health, hospitalization, sick leave, vacation pay, disability or accident insurance plan, corporate-owned or key-person life insurance or other employee benefit plan, program, arrangement, agreement or commitment that covers employees, including any "employee benefit plan" (as defined in ERISA Section 3(3)) sponsored or maintained by such entity (or to which such entity contributes or is required to contribute).

" COBRA " means the continuation coverage requirements for "group health plans" under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code Section 4980B and ERISA Sections 601 through 608, together with all regulations and other regulatory and legislative guidance in effect thereunder.

" Code " means the Internal Revenue Code of 1986, as amended, including any proposed, temporary or final regulation and other regulatory guidance in force under that provision.

" Distribution " means the distribution to the holders of PNX Common Stock of all of the outstanding shares of Spinco Common Stock.

" Distribution Date " means the date upon which the Distribution shall be effective.

" DOL " means the United States Department of Labor.

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended, including any proposed, temporary or final regulation and other regulatory guidance in force under that provision.

" HIPAA " means the health insurance portability and accountability requirements for "group health plans" under the Health Insurance Portability and Accountability Act of 1996, as amended.

" IRS " means the United States Internal Revenue Service.

" Parties " shall have the meaning assigned thereto in the preamble to this Agreement.

" PNX " shall have the meaning assigned thereto in the preamble to this Agreement.

" PNX 401(k) Plan " means the The Phoenix Companies, Inc. Savings and Investment Plan.

" PNX Annual Incentive Plan " means The Phoenix Companies, Inc. Performance Incentive Plan, comprised of the Corporate Component and the Investment Component.

" PNX Benefit Plan " means any Benefit Plan sponsored, maintained or contributed to by any member of the PNX Group as such Group is constituted on or after the Distribution Date.

2

" PNX Common Stock " means the outstanding shares of common stock, $0.01 par value, of PNX.

" PNX Conversion Ratio " means the PNX Final Price divided by the opening price of PNX Common Stock immediately following the Distribution, in each case as reported on the New York Stock Exchange.

" PNX Employee " means any individual who, at the relevant time, is employed by or will be employed by PNX or any member of the PNX Group, including active employees and employees on vacation and approved leave of absence (including maternity, paternity, family, sick leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, short- or long-term disability leave, leave under the Family Medical Leave Act and other approved leave).

" PNX ESPP " means The Phoenix Companies, Inc. Employee Stock Purchase Plan.

" PNX Excess Investment Plan " shall have the meaning assigned thereto in Section 3.2(a) of this Agreement.

" PNX Final Price " means the closing price of PNX Common Stock immediately prior to the Distribution as reported on the New York Stock Exchange.

" PNX Health and Dependent Care Reimbursement Plans " means The Phoenix Companies, Inc. Health Care Reimbursement Plan and The Phoenix Companies, Inc. Dependent Care Reimbursement Plan.

" PNX Option " means an option to purchase shares of PNX Common Stock granted pursuant to one of the PNX Stock Plans.

" PNX Participant " means any individual who, following the Distribution Date, is (i) a PNX Employee, (ii) a former PNX Employee who is not a Spinco Employee, or (iii) a beneficiary, dependent or alternate payee of any of the foregoing.

" PNX Performance-Vested RSU " means a unit granted by PNX or one of its Affiliates pursuant to one of the PNX Stock Plans representing a general unsecured promise by PNX or one of its Affiliates to deliver a share of PNX Common Stock (or the cash equivalent) upon the satisfaction of one or more performance-based requirements.

" PNX Retiree Medical Coverage " shall have the meaning assigned thereto in Section 4.3 of this Agreement.

" PNX Service Programs/Policies " means, collectively, the PNX vacation program, short-term disability program and other PNX programs and policies to the extent eligibility for or the level of benefits thereunder depends on length of service.

" PNX Service-Vested RSU " means a unit granted by PNX or one of its Affiliates pursuant to one of the PNX Stock Plans representing a general unsecured promise by PNX or one of its Affiliates to deliver a share of PNX Common Stock (or the cash equivalent) upon the satisfaction of time-based vesting requirements.

3

" PNX Stock Plans " means, collectively, The Phoenix Companies, Inc. Stock Incentive Plan, The Phoenix Companies, Inc. Directors Stock Plan, The Phoenix Companies, Inc. 2003 Restricted Stock, Restricted Stock Unit and Long-Term Incentive Plan and any other stock option or stock incentive compensation plan or arrangement maintained before the Distribution Date for employees, officers, or non-employee directors of PNX or its Affiliates, as amended.

" PNX Welfare Plan " means The Phoenix Companies, Inc. Welfare Benefit Plan.

" Separation Agreement " shall have the meaning assigned thereto in the recitals to this Agreement.

" Spinco " shall have the meaning assigned thereto in the preamble to this Agreement.

" Spinco 401(k) Plan " shall have the meaning assigned thereto in Section 3.1(a) of this Agreement.

" Spinco Annual Incentive Plan " means the Virtus Performance Incentive Plan, comprised of the Corporate Component and the Investment Component.

" Spinco Benefit Plan " means any Benefit Plan sponsored, maintained or contributed to by any member of the Spinco Group as such Group is constituted on or after the Distribution Date.

" Spinco Common Stock " means the outstanding shares of common stock, $0.01 par value, of Spinco.

" Spinco Conversion Ratio " means the PNX Final Price divided by the Spinco Initial Price.

" Spinco Employee " means any individual who, as of the Effective Time, is employed by or will be employed by Spinco or any member of the Spinco Group, including active employees and employees on vacation and approved leave of absence (including maternity, paternity, family, sick leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, short- or long-term disability leave, leave under the Family Medical Leave Act and other approved leave).

" Spinco Excess Investment Plan " shall have the meaning assigned thereto in Section 3.2(b) of this Agreement.

" Spinco Health and Dependent Care Reimbursement Plans " means the Virtus Health Care Reimbursement Plan and the Virtus Dependent Care Reimbursement Plan.

" Spinco Initial Price " means the opening price of Spinco Common Stock immediately following the Distribution as reported on NASDAQ.

" Spinco Option " shall have the meaning assigned thereto in Section 5.1(a) of this Agreement.

4

" Spinco Participant " means any individual who, following the Distribution Date, is a Spinco Employee or a beneficiary, dependent or alternate payee of a Spinco Employee.

" Spinco Service Programs/Policies " means, collectively, the Virtus vacation program, short-term disability program and other Virtus programs and policies to the extent eligibility for or the level of benefits thereunder depends on length of service.

" Spinco Service-Vested RSU " shall have the meaning assigned thereto in Section 5.2(a) of this Agreement.

" Spinco Stock Plan " means the Virtus Omnibus Incentive and Equity Plan.

" Spinco Welfare Plan " means the Virtus Welfare Benefit Plan.

Section 1.2 References; Interpretation . References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words "include", "includes" and "including" when used in this Agreement shall be deemed to be followed by the phrase "without limitation." Unless the context otherwise requires, references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed to be references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words "hereof", "hereby" and "herein" and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.

ARTICLE 2

GENERAL PRINCIPLES

Section 2.1 Transfer of Employees . For the avoidance of doubt, effective as of the Distribution Date, only those PNX Employees associated with the Spinco business who are actively at work, including those Employees on vacation, on such date shall terminate with PNX and be transferred to Spinco. PNX Employees associated with the Spinco business who are on an approved leave of absence (including maternity, paternity, family, sick leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, short-term or long-term disability leave, leave under the Family Medical Leave Act and other approved leave) as of the Distribution Date shall not terminate with PNX and become Spinco Employees unless and until they return to work or are able to return to work. Such termination or transfer shall not be treated as a separation from service for purposes of any PNX Benefit Plan or agreement (or any benefit thereunder) which is subject to the provisions of Section 409A of the Code. Any PNX Employee associated with the Spinco business who does not timely return to work following an approved leave of absence that began prior to the Distribution Date shall be terminated by PNX or the PNX Group and any Liabilities associated with such termination shall be the responsibility of Spinco or the Spinco Group, including, but not limited to, the Liabilities set forth in Section 6.3.

5

Section 2.2 Assumption and Retention of Liabilities .

(a) As of the Effective Time, except as otherwise expressly provided for in this Agreement or any other agreement by and between the Parties and/or their Affiliates, PNX shall, or shall cause one or more members of the PNX Group to, retain and PNX hereby agrees to pay, perform, fulfill and discharge, in due course in full: (i) all Liabilities under all PNX Benefit Plans; and (ii) any other Liabilities or obligations expressly assigned to PNX or any of its Affiliates under this Agreement.

(b) As of the Effective Time, except as otherwise expressly provided for in this Agreement, or any other agreement by and between the Parties and/or their Affiliates, Spinco shall, or shall cause one or more members of the Spinco Group to, assume sponsorship of the Spinco Benefit Plans and retain or assume and Spinco hereby agrees to pay, perform, fulfill and discharge, in due course in full: (i) all Liabilities under all Spinco Benefit Plans; and (ii) any other Liabilities or obligations expressly assigned to Spinco or any of its Affiliates under this Agreement.

(c) From time to time after the Distribution Date, Spinco shall promptly reimburse PNX, upon PNX’s reasonable request and the presentation by PNX of such substantiating documentation as Spinco shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by PNX or its Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of Spinco or any of its Affiliates. Except as otherwise provided in this Agreement, any such request for reimbursement must be made by PNX not later than the first anniversary of the Distribution Date, unless the obligations and Liabilities extend beyond the first anniversary.

(d) From time to time after the Distribution Date, PNX shall promptly reimburse Spinco, upon Spinco’s reasonable request and the presentation by Spinco of such substantiating documentation as PNX shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by Spinco or its Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of PNX or any of its Affiliates. Except as otherwise provided in this Agreement, any such request for reimbursement must be made by Spinco not later than the first anniversary of the Distribution Date, unless the obligations and Liabilities extend beyond the first anniversary.

Section 2.3 Spinco Employee Participation in PNX Benefit Plans . Except as otherwise expressly provided for in this Agreement or as otherwise expressly agreed to in writing between the Parties, effective on or before the Distribution Date each Spinco Employee and any other Spinco service provider (including any individual who is an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker of any member of the Spinco Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the Spinco Group) shall cease to actively participate in, be covered by, accrue benefits under, be eligible to contribute to or have any rights as an active participant under any PNX Benefit Plan.

Section 2.4 Service Credit . Spinco (acting directly or through its Affiliates) shall cause the Spinco Service Programs/Policies to provide each PNX Employee who becomes a

6

Spinco Employee credit for purposes of eligibility, vesting, determination of benefit levels, and, to the extent applicable, benefit accruals under the Spinco Service Programs/Policies for such Spinco Employee’s service with any member of the PNX Group to the same extent such service was recognized by the applicable PNX Service Programs/Policies; provided that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits.

Section 2.5 Approval of Spinco Plans by PNX as Majority Shareholder . Effective as of the Distribution Date, Spinco shall adopt a Spinco plan which will permit the issuance of cash and equity awards. The Spinco Stock Plan shall be approved prior to the Distribution Date by PNX as Spinco’s sole shareholder.

ARTICLE 3

RETIREMENT PLANS

Section 3.1 PNX and Spinco 401(k) Plans .

(a) Spinco 401(k) Plan . Effective on or before the Distribution Date, Spinco will have a defined contribution retirement plan and trust for the benefit of Spinco Participants (the " Spinco 401(k) Plan "). Spinco shall be responsible for taking all necessary, reasonable and appropriate action to establish, maintain and administer the Spinco 401(k) Plan so that it is qualified under Code Section 401(a) and the trust thereunder is exempt under Code Section 501(a). Spinco (acting directly or through its Affiliates) shall be responsible for any and all Liabilities and other obligations with respect to the Spinco 401(k) Plan.

(b) Transfer of PNX 401(k) Plan Assets . Within a reasonable period of time on or before the Distribution Date, PNX shall cause the accounts (including any outstanding loan balances and any qualified domestic relations orders ("QDROs")) in the PNX 401(k) Plan attributable to Spinco Participants who are employed by Spinco as of the transfer date and all of the assets in the PNX 401(k) Plan trust related thereto to be transferred (based on the investments, including PNX Common Stock, in place on or as soon as administratively practicable before the transfer date) to the Spinco 401(k) Plan, and Spinco shall cause the Spinco 401(k) Plan and trust to accept such transfer of accounts and underlying assets, loans and QDROs and, effective as of the date of such transfer, to assume and to fully perform, pay and discharge all obligations of the PNX 401(k) Plan relating to the accounts of Spinco Participants as of the transfer date, to the extent the assets, liabilities, loans and QDROs related to those accounts are actually transferred from the PNX 401(k) Plan to the Spinco 401(k) Plan and the Spinco 401(k) Plan shall satisfy all protected benefit requirements under the Code, ERISA and applicable law with respect to the transferred accounts. The transfer of assets shall be conducted in accordance with Code Section 414(l), Treasury Regulation Section 1.414(1)-1, and ERISA Section 208. When the accounts and underlying assets have been (i) transferred from the PNX 401(k) Plan to the Spinco 401(k) Plan and (ii) the Parties have reviewed and approved the transaction, which review and approval shall not be unreasonably withheld or delayed, the PNX 401(k) Plan shall be relieved of any responsibility and liability for the transferred accounts and amounts. The PNX 401(k)

7

Plan accounts of individuals who become Spinco Participants after the Spinco 401(k) Plan is established that are not transferred to the Spinco 401(k) Plan pursuant to the procedure described above shall be governed by the terms of the PNX 401(k) Plan.

(c) Continuation of Elections . The Spinco 401(k) Plan will recognize and maintain PNX 401(k) Plan elections or designations, including participant deferral elections (to the extent possible), investment elections, beneficiary designations, and the rights of alternate payees under qualified domestic relations orders with respect to Spinco Participants, to the extent such elections or designations are available under the Spinco 401(k) Plan and continued pursuant to procedures adopted under the Spinco 401(k) Plan. With respect to Spinco Participant elections to invest in PNX Common Stock, the Spinco 401(k) Plan will invest new deferral amounts covered by such elections in the appropriate default fund under the Spinco 401(k) Plan and Spinco Participants may change the investment of such amounts in accordance with Spinco 401(k) Plan procedures. The PNX Common Stock investment alternative shall remain available under the Spinco 401(k) Plan for sale purposes only for up to one year (subject to further determination by the Spinco 401(k) Plan fiduciaries in their sole discretion) only with respect to accounts transferred from the PNX 401(k) Plan as described in paragraph (b) above and only to the extent that such accounts are invested in PNX Common Stock at the time of the transfer. The Spinco Stock Fund under the PNX 401(k) Plan will accept the Spinco dividend on the Distribution Date; the Spinco Stock Fund under the Spinco 401(k) Plan will only be available for additional purchases if and when activated by the Trustee in its sole discretion. Between the time when the assets are transferred from the PNX 401(k) Plan to the Spinco 401(k) Plan and the Spinco Stock Fund is activated, if at all, Participants may only sell Spinco shares, if possible.

(d) Contributions through the Distribution Date . All contributions, including employer matching contributions, payable to the PNX 401(k) Plan through the Distribution Date with respect to employee deferrals and contributions for PNX Employees who become Spinco Employees as of the Distribution Date, determined in accordance with the terms and provisions of the PNX 401(k) Plan, ERISA and the Code, shall be paid by PNX (or its affiliate) to the PNX 401(k) Plan prior to the date of the asset transfer described in paragraph (b) above.

Section 3.2 PNX Non-Qualified Deferred Compensation and Excess Investment Plan; Spinco Excess Investment Plan .

(a) PNX Excess Investment Plan . Except as provided in Section 3.2(c) below, following the Distribution Date the PNX Group shall retain all obligations and Liabilities under, or with respect to, The Phoenix Companies, Inc. Non-Qualified Deferred Compensation and Excess Investment Plan (the " PNX Excess Investment Plan ").

(b) Spinco Excess Investment Plan . Effective on or before the Distribution Date, Spinco will have its non-qualified excess investment plan in effect to benefit, on a prospective basis, Spinco Participants who participated in the PNX Excess Investment Plan immediately prior to the Distribution Date and other eligible Spinco Employees (the " Spinco Excess Investment Plan ").

8

(c) Transfer of PNX Excess Investment Plan Assetized Amounts . Within a reasonable period of time on or before the Distribution Date, PNX shall cause the accounts in the PNX Excess Investment Plan attributable to Spinco Participants who are employed as of the transfer date and the assetized amounts in the PNX Excess Investment Plan Rabbi trust related thereto to be transferred (based on the investments in place on or as soon as administratively practicable before the transfer date) to the Spinco Excess Investment Plan, and Spinco shall cause the Spinco Excess Investment Plan and the Spinco Excess Investment Plan Rabbi trust to accept such transfer of accounts and associated assetized amounts and, effective as of the date of such transfer, to assume and to fully perform, pay and discharge all obligations of the PNX Excess Investment Plan relating to the accounts of Spinco Participants as of the transfer date, to the extent the assetized amounts related to those accounts are actually transferred from the PNX Excess Investment Plan to the Spinco Excess Investment Plan. For any PNX Employees or former PNX Employees who are hired by Spinco after the assetized amount transfer date, their account balances in the PNX Excess Investment Plan shall remain in the PNX Excess Investment Plan, if such account balances are still in such Plan, and will be governed by the terms of the PNX Excess Investment Plan. When the accounts and associated assetized amounts have been (i) transferred from the PNX Excess Investment Plan to the Spinco Excess Investment Plan and (ii) the Parties have reviewed and approved the transaction, which review and approval shall not be unreasonably withheld or delayed, the PNX Excess Investment Plan shall be relieved of any responsibility and liability for the transferred accounts and assetized amounts.

(d) Continuation of Elections . The Spinco Excess Investment Plan will recognize and maintain PNX Excess Investment Plan elections or designations, including participant deferral elections (to the extent possible), investment elections, beneficiary designations, and the rights of alternate payees under accepted domestic relations orders with respect to Spinco Participants, to the extent such elections or designations are available under the Spinco Excess Investment Plan and continued pursuant to procedures adopted under the Spinco Excess Investment Plan.

Section 3.3 PNX Defined Benefit Retirement Plans . Following the Distribution Date, the PNX Group shall retain all obligations and Liabilities under, or with respect to, any PNX or PNX Group qualified or non-qualified defined benefit retirement plan. The accrued benefits of Spinco Employees under any PNX or PNX Group qualified or non-qualified defined benefit retirement plan shall be fully vested, to the extent not already fully vested, on the earlier of the Distribution Date and December 31, 2008. Any rights of Spinco Employees earned under any such defined benefit retirement plan before the Distribution Date or their later date of separation from service with the PNX Group shall remain with such defined benefit retirement plan and shall be governed by the terms and conditions of the applicable plan documents. Individuals, including Spinco Employees, who separate from service with the PNX Group will become eligible for distribution of their benefits under the PNX Group qualified and non-qualified defined benefit retirement plans in accordance with the plan terms and administrative procedures; however, for the nonqualified plans, the Spinco spin-off is not considered a separation from service under Section 409A of the Code and therefore, such individuals will not be eligible for a distribution of benefits from any non-qualified defined benefit retirement plans, including but not limited to the PNX

9

SERPS and the PNX Excess Benefit Plan, until they separate from service from the Spinco Group. The PNX Group shall be responsible for any notices, forms and filings that are required to be furnished to a governmental agency as a result of the Distribution.

Section 3.4 Spinco Notice to PNX of Terminations of Employment . For purposes of PNX benefits administration for the nonqualified PNX plans affected by Code Section 409A, the Spinco Group agrees to provide each affected Spinco Employee written notice that (i) upon the termination of the employment of any Spinco Employee, such employee must promptly notify the PNX Human Resources Department of any such termination; and (ii) any failure to do so could result in substantial penalties to the employee under Code Section 409A, similar state laws or any other laws that may affect such distributions. The notice package shall include a written acknowledgement of receipt of such notice that must be executed by the employee and returned to Spinco. Spinco shall maintain a copy of each such notice and executed acknowledgement in its Human Resources/Benefits records and shall make them available to the PNX Group upon request.

ARTICLE 4

HEALTH AND WELFARE PLANS

Section 4.1 Spinco Welfare Plans .

(a) Establishment of Spinco Welfare Plans . Effective on or before the Distribution Date, Spinco will have health and welfare benefit plans for the benefit of eligible Spinco Participants (the " Spinco Welfare Plans "), who immediately prior to the Distribution Date are participants in the PNX health and welfare benefit plans (the " PNX Welfare Plans ").

(b) Terms of Participation in Spinco Welfare Plans . All Spinco Welfare Plans will (i) waive all limitations as to preexisting conditions, exclusions, and service conditions with respect to participation and coverage requirements applicable to Spinco Employees, other than limitations that were in effect with respect to participants as of the Distribution Date under the PNX Welfare Plans, (ii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Spinco Employee following the Distribution Date to the extent such Spinco Participant had satisfied any similar limitation under the analogous PNX Welfare Plan, and (iii) honor any deductibles, out-of-pocket maximums and co-payments incurred by Spinco Employees under the corresponding PNX Welfare Plan in satisfying the applicable deductibles, out-of-pocket expenses or co-payments under such PNX Welfare Plan for calendar year 2008.

(c) Immediately after the Distribution Date, all Liabilities in respect of or relating to Spinco Employees under the PNX Welfare Plans shall cease to be Liab