Exhibit
10.5
AMENDMENT #1
to
AMENDED and RESTATED
TAX ALLOCATION AGREEMENT
THIS AMENDMENT, executed as of the 1
st day of January, 2006 (the “Effective
Date”) by and among The Phoenix Companies, Inc.
(“Parent”) and each of its undersigned subsidiaries, to
the Amended and Restated Tax Allocation Agreement dated as of
January 1, 2001 (the “Agreement”).
WITNESSETH:
WHEREAS, since the date Parent and
certain of its subsidiaries entered into the Agreement, some of
those subsidiaries have been dissolved, sold or renamed;
and
WHEREAS, certain other companies have
become subsidiaries of Parent eligible to be part of its
consolidated return;
NOW THEREFORE, in consideration of the
foregoing and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto do hereby agree as follows:
The Agreement shall remain in full force
and effect in accordance with its terms except that the undersigned
parties shall be the sole parties thereto on and after the
Effective Date, subject to Section 11 of the Agreement, and subject
to the ability of any qualifying subsidiary of Parent to be
hereafter added as a party by execution of an addendum
substantially in the form attached hereto as Exhibit A.
IN WITNESS WHEREOF, the undersigned
parties, through their duly authorized offices, have executed this
Amendment, effective as of the Effective date.
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AMERICAN PHOENIX LIFE AND REASSURANCE COMPANY
By:
/s/ Michael E. Haylon
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BOA
PROPERTIES, INC.
By:
/s/ John H. Beers
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DPCM
HOLDING, INC. (f/k/a DUFF & PHELPS CAPITAL MARKETS CO.)
By:
/s/ Glenn H. Pease
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DUFF
& PHELPS INVESTMENT MANAGEMENT COMPANY
By:
/s/ Glenn H. Pease
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ENGEMANN ASSET MANAGEMENT (f/k/a ROGER ENGEMANN & ASSOCIATES,
INC.
By:
/s/ Glenn H. Pease
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PASADENA CAPITAL CORPORATION
By:
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