SEPARATION AGREEMENT, PLAN OF REORGANIZATION AND DISTRIBUTION

Exhibit 10.1

EXECUTION VERSION

SEPARATION AGREEMENT,

PLAN OF REORGANIZATION AND DISTRIBUTION

by and between

THE PHOENIX COMPANIES, INC.

and

VIRTUS INVESTMENT PARTNERS, INC.

Dated as of December 18, 2008

SEPARATION AGREEMENT, PLAN OF REORGANIZATION AND DISTRIBUTION

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Exhibits:

Schedules:

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SEPARATION AGREEMENT, PLAN OF REORGANIZATION AND DISTRIBUTION

SEPARATION AGREEMENT, PLAN OF REORGANIZATION AND DISTRIBUTION (this " Agreement "), dated as of December 18, 2008, by and between The Phoenix Companies, Inc., a Delaware corporation (" PNX "), and Virtus Investment Partners, Inc., a Delaware corporation (" Spinco " and together with PNX, the " Parties ", and each individually, a " Party ").

RECITALS

A. Spinco is an indirect wholly-owned subsidiary of PNX holding title to the stock of certain PNX subsidiaries, the assets and liabilities of which constitute the asset management business of PNX.

B. Spinco has entered into an Investment and Contribution Agreement, dated as of October 30, 2008, by and among Phoenix Investment Management Company (" PIMCO "), Spinco, Harris Bankcorp, Inc. (" Harris ") and PNX (the " Investment Agreement "), pursuant to which, among other things, (i) PIMCO contributed all of the issued and outstanding shares of common stock, par value $0.01 per share, of Virtus Partners, Inc. (formerly known as Virtus Investment Partners, Inc.) that PIMCO held to Spinco in exchange for (x) all of the outstanding shares of Spinco Common Stock (as defined herein), (y) 9,783 shares of Series A Non-Voting Convertible Preferred Stock of Spinco (the " Series A Preferred Stock "), all of which was sold to Harris subject to the terms and conditions of the Investment Agreement, and (z) 35,217 shares of Series B Voting Convertible Preferred Stock of Spinco (the " Series B Preferred Stock ") and (ii) PIMCO will, after such contribution and immediately after the Distribution (as defined herein), subject to the terms and conditions of the Investment Agreement, sell to Harris all of the Series B Preferred Stock owned by PIMCO and exchange all shares of the Series A Preferred Stock previously delivered to Harris with the same number of shares of the Series B Preferred Stock in a two-step transaction for an aggregate purchase price of $35 million.

C. The Board of Directors of PNX has determined that it is in the best interests of PNX and its shareholders to transfer and assign to Spinco effective at and after the Effective Time (as defined herein) certain related assets and to receive in exchange therefor all of the outstanding shares of Spinco Common Stock.

D. The Board of Directors of PNX has further determined that it is in the best interests of PNX and its shareholders to make a distribution (the " Distribution ") to the holders of PNX Common Stock (as defined herein) of all of the outstanding shares of Spinco Common Stock at the rate of one (1) share of Spinco Common Stock for every twenty (20) shares of PNX Common Stock outstanding as of the Record Date (as defined herein).

E. The Parties have determined that it is necessary and desirable to set forth the principal corporate transactions required to effect the Distribution and to set forth other agreements that will govern certain other matters following the Distribution.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements and covenants contained in this Agreement and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions . As used herein, the following terms have the following meaning:

" Action " means any claim, suit, arbitration, inquiry, proceeding, or investigation by or before any court, governmental or other regulatory or administrative agency or commission or any other tribunal.

" Affiliate " means, when used with respect to a specified Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such specified Person. For the purposes of this definition, " control ", when used with respect to any specified Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract or otherwise.

" Ancillary Agreements " means all of the written agreements, instruments, understandings, assignments and other arrangements (other than this Agreement) entered into in connection with the transactions contemplated hereby, including, without limitation, the Employee Matters Agreement, the Tax Separation Agreement, the Transition Services Agreement and other documents relating to the transfer of assets and liabilities in contemplation of the Distribution.

" Applicable Rate " means the Prime Rate plus 2.0% per annum.

" Assets " means all properties, rights, contracts, leases and claims, of every kind and description, wherever located, whether tangible or intangible, and whether real, personal or mixed.

" Assumed Spinco Liabilities " means those Spinco Liabilities assumed by PNX as set forth on Schedule 1.01(a) .

" Claims Administration " means the administration of claims made under the Third Party Policies, including the reporting of claims to the unaffiliated, third-party insurance carriers that issued the Third Party Policies, management and defense of such claims, negotiating the resolution of such claims, and providing for appropriate releases upon settlement of such claims.

" Code " means the United States Internal Revenue Code of 1986, as amended.

" Commission " means Securities and Exchange Commission.

" Confidential Information " means all business or operational information concerning a Party and/or its subsidiaries (including (i) earnings reports and forecasts, (ii) macro-economic reports and forecasts, (iii) business and strategic plans, (iv) general market evaluations and surveys, (v) litigation presentations and risk assessments, (vi) budgets, (vii) financing and credit-related information, (viii) specifications, ideas and concepts for products and services, (ix) quality assurance policies, procedures and specifications, (x) customer information, (xi)

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Software, (xii) training materials and information, and (xiii) all other know-how, methodology, procedures, techniques and trade secrets related to design, development and operational processes) which, prior to or following the Effective Time, has been disclosed by a Party or its subsidiaries to the other Party or its subsidiaries, in written, oral (including by recording), electronic, or visual form to, or otherwise has come into the possession of, the other (except to the extent that such information can be shown to have been (i) in the public domain through no action of such Party or its subsidiaries, (ii) lawfully acquired from other sources by such Party or its subsidiaries to which it was furnished or (iii) independently developed by such Party or its subsidiaries; provided , however , in the case of clause (ii) that, to the furnished Party’s knowledge, such sources did not provide such information in breach of any confidentiality obligations).

" Distribution " is defined in the recitals to this Agreement.

" Distribution Agent " means Mellon Investor Services, LLC, in its capacity as agent for PNX in connection with the Distribution.

" Distribution Date " means the date upon which the Distribution shall be effective, as determined by the Board of Directors of PNX, or such committee of such Board of Directors as shall be designated by the Board of Directors of PNX.

" Effective Time " means 5:00 p.m. New York time on the Distribution Date.

" Employee Matters Agreement " means the Employee Matters Agreement, substantially in the form of Exhibit A hereto, entered into at or prior to the Effective Time between PNX and Spinco, as amended from time to time.

" Exchange Act " means the Securities Exchange Act of 1934, as amended.

" Force Majeure " means, with respect to a Party, an event beyond the reasonable control of such Party (or any Person acting on its behalf), which by its nature could not have been foreseen by such Party (or such Person), or, if it could have been foreseen, was unavoidable, and includes acts of God, storms, floods, earthquakes, hurricanes, riots, pandemics, fires, sabotage, strikes, lockouts, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism.

" Form 10 " means the registration statement on Form 10 filed by Spinco with the Commission to effect the registration of the Spinco Common Stock pursuant to the Exchange Act, as such registration statement may be amended from time to time.

" Goodwin " means Goodwin Capital Advisers, Inc.

" Goodwin Business " means the business now or formerly conducted by Goodwin and its present and former subsidiaries, joint ventures and partnerships.

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" Goodwin Investment Professional " means any employee of PNX or the PNX Group who is a portfolio manager or credit analyst who is engaged in the provision of investment management services to any Restricted Fund.

" Goodwin Transfer " is defined in Section 2.01.

" Governmental Entity " means any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, commission, department, board, bureau or court, whether domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any official thereof.

" Group " means the PNX Group or the Spinco Group, as the context so requires.

" Guaranteed Spinco Liabilities " means the Spinco Liabilities on which any member of the PNX Group is an obligor by reason of any guarantee or contractual commitment, including Liabilities under any contract assumed by any member of the Spinco Group from any member of the PNX Group with respect to which any member of the PNX Group remains liable.

" Guaranteed PNX Liabilities " means (i) the PNX Liabilities on which any member of the Spinco Group is an obligor by reason of any guarantee or contractual commitment, including Liabilities under any contract assumed by any member of the PNX Group from any member of the Spinco Group with respect to which any member of the Spinco Group remains liable, and (ii) the Assumed Spinco Liabilities.

" Harris " is defined in the recitals to this Agreement.

" Head Records Coordinator " means the employee designated in writing by a Party as the person who is responsible for administering the document retention protocol for Shared Records set forth in Article XI on behalf of such Party.

" Indebtedness " means (i) any indebtedness for borrowed money or the deferred purchase price of property as evidenced by a note, bonds or other instruments, (ii) obligations as lessee under capital leases, (iii) obligations secured by any mortgage, pledge, security interest, encumbrance, lien or charge of any kind existing on any asset owned or held by any Person, whether or not such Person has assumed or becomes liable for the obligations secured thereby, (iv) any obligation under any interest rate swap agreement, (v) accounts payable, (vi) reimbursement obligations with respect to surety and performance bonds or letters of credit, and (vii) obligations under direct or indirect guarantees of (including obligations, contingent or otherwise, to assure a creditor against loss in respect of) indebtedness or obligations of the kinds referred to in clauses (i), (ii), (iii), (iv), (v) and (vi) above.

" Indemnifiable Loss " means any and all damage, loss, liability, and expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and expenses) in connection with any and all Actions or threatened Actions.

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" Information " means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), communications and materials otherwise related to or made or prepared in connection with or in preparation for any legal proceeding, and other technical, financial, employee or business information or data.

" Information Statement " means the information statement required by the Commission to be sent to each holder of PNX Common Stock in connection with the Distribution, and prepared in accordance with the Exchange Act.

" Insurance Administration " means, with respect to each Third Party Policy: (i) the accounting for premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles and self-insured retentions, as appropriate, under the terms and conditions of such Third Party Policy; (ii) the reporting to the relevant unaffiliated, third-party insurer that issues such Third Party Policy of any losses or claims which may be covered by such Third Party Policy; and (iii) the distribution of Insurance Proceeds related to such Third Party Policy, subject to the terms of Section 4.03.

" Insurance Proceeds " means those monies (i) received by an insured from an unaffiliated third-party insurer under any Third Party Policy, or (ii) paid by such third-party insurer on behalf of an insured under any Third Party Policy, in either case net of any applicable premium adjustment, retrospectively-rated premium, deductible, self-insured retentions, or cost of reserve paid or held by or for the benefit of such insured.

" Insured Claims " means those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the Third Party Policies, whether or not subject to deductibles, co-insurance, uncollectibility or retrospectively-rated premium adjustments.

" Intellectual Property " means all intellectual property and industrial property rights of any kind or nature, including all United States and foreign (i) patents, patent applications, patent disclosures, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions and extensions thereof, (ii) Trademarks, (iii) copyrights, whether statutory or common law, registered or unregistered and published or unpublished, (iv) rights of publicity, (v) moral rights and rights of attribution and integrity, (vi) rights in Software, (vii) trade secrets and all other confidential information, know-how, inventions, improvements, proprietary processes, formulae, models and methodologies, (viii) rights to personal information, (ix) telephone numbers and internet protocol addresses, (x) rights, priorities and privileges arising under applicable law in the foregoing and in other similar intangible assets, (xi) applications and registrations for the foregoing, and (xii) rights and remedies against past, present, and future infringement, misappropriation, or other violation of the foregoing.

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" Intercompany Accounts " means any receivable, payable or loan between any member of the PNX Group, on the one hand, and any member of the Spinco Group, on the other hand, that exists prior to the Effective Time and is reflected in the Records of the relevant members of the PNX Group and the Spinco Group, except for any such receivable, payable or loan that arise pursuant to this Agreement or any Ancillary Agreement.

" Investment Agreement " is defined in the recitals to this Agreement.

" IRS " means the United States Internal Revenue Service.

" Joint Action " means any current or future Action with respect to which it is unclear at the onset of such Action whether Liabilities will arise primarily in connection with the Spinco Business or the PNX Business, including any of the Actions listed on Schedule 5.01(e) .

" Law " means any United States or non-United States federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).

" Liabilities " means any and all claims, debts, liabilities and obligations, absolute or contingent, matured or not matured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, including all costs and expenses relating thereto, and including, without limitation, those debts, liabilities and obligations arising under this Agreement or any Ancillary Agreement, any law, rule, regulation, action, order or consent decree of any governmental entity or any award of any arbitrator of any kind, and those arising under any contract, commitment or undertaking.

" NASDAQ " means The NASDAQ Stock Market LLC.

" Other Party’s Marks " is defined in Section 4.05(a).

" Party " is defined in the Preamble to this Agreement.

" PIMCO " is defined in the recitals to this Agreement.

" PIMCO Transfer " is defined in Section 2.01.

" PNX " is defined in the Preamble to this Agreement.

" PNX Accounts " is defined in Section 4.01(a).

" PNX Action " means any current or future Action that does not relate primarily to the Spinco Business and in which one or more members of the Spinco Group is a defendant or the party against whom any claim or investigation is directed, including any of the Actions listed on Schedule 5.01(b) , but excluding any Joint Action.

" PNX Asset " means:

(a) the capital stock of each member of the PNX Group; and

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(b) except as otherwise provided in an Ancillary Agreement, all Assets of any member of the PNX Group or the Spinco Group that are not Spinco Assets.

" PNX Business " means the business now or formerly conducted by PNX and its present and former subsidiaries, joint ventures and partnerships, other than the Spinco Business but including the Goodwin Business.

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

" PNX Group " means PNX and its subsidiaries, affiliates, joint ventures and partnerships, excluding any member of the Spinco Group but including Goodwin.

" PNX Indemnitees " is defined in Section 6.01.

" PNX Liabilities " means (i) Liabilities of any member of the PNX Group under this Agreement or any Ancillary Agreement, (ii) the Assumed Spinco Liabilities and (iii) any other Liabilities of any member of the Spinco Group or the PNX Group, whether arising before, at, or after the Effective Time, that do not constitute Spinco Liabilities.

FOR THE AVOIDANCE OF DOUBT, NO LIABILITY SHALL BE A PNX LIABILITY SOLELY AS A RESULT OF PNX OR ANY OTHER MEMBER OF THE PNX GROUP BEING NAMED AS PARTY TO, OR IN, ANY ACTION.

" Person " means any natural person, firm, individual, corporation, business trust, joint venture, association, company, limited liability company, partnership or other organization or entity, whether incorporated or unincorporated, or any Governmental Entity. `

" Plan " shall have the meaning set forth in the Employee Matters Agreement.

" Policies " means insurance policies and insurance agreements or arrangements of any kind (other than life and benefits policies, agreements or arrangements), including primary, excess and umbrella policies, comprehensive general liability policies, director and officer liability, fiduciary liability, automobile, aircraft, property and casualty, business interruption, workers’ compensation and employee dishonesty insurance policies, bonds and self-insurance company arrangements, together with the rights, benefits and privileges thereunder.

" Prime Rate " means the rate of interest announced by Bloomberg from time to time as the "prime rate," "prime lending rate," "base rate" or similar reference rate. In the event the Prime Rate is discontinued as a standard, the holder hereof shall designate a comparable reference rate as a substitute therefor. For purposes hereof, the Prime Rate as published by Bloomberg at www.Bloomberg.com under "Market Data: Rates & Bonds: Key Rates" at the close of business on each business day shall be the Prime Rate for that day and any immediately succeeding non-business day or days.

" Record Date " means the date designated by or under the authority of PNX’s Board of Directors as the record date for determining the shareholders of PNX entitled to receive the Distribution.

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" Record Holder " means the Party or its agent in possession or control of the Shared Record for storage or archival purposes. Each Party shall be deemed to be the Record Holder for any Shared Record that is possessed or controlled by a member of such Party’s respective Group.

" Record Requestor " means the Party or its agent that is not identified as the Record Holder, which may require or request copies of, or access to, any Shared Record(s) possessed or controlled by the Record Holder.

" Records " means any Information, agreements, documents, books, records or files.

" Request for Shared Record(s) " means the request that shall be delivered by the Record Requestor to the Head Records Coordinator of the Record Holder setting forth the Shared Record(s) to which the Record Requestor is seeking access and, if applicable, clearly identifying the request as one of a regulatory nature.

" Request to Extend Retention Period " means the written request that shall be delivered by the Record Requestor to the Head Records Coordinator of the Record Holder within ninety (90) days of the end of the Retention Period applicable to any specific Shared Record(s) for which the Record Requestor is seeking an extension of the Retention Period. The written request shall state a specific extension of the Retention Period of up to, but not in excess of, one additional (1) year.

" Restricted Fund " means the Virtus Multi-Sector Short Term Bond Fund, or any fund utilizing a substantially similar strategy.

" Restricted Fund Activities " are defined in Section 4.04(d).

" Retained Liabilities " is defined in this Section 1.01 as set forth in the definition of "Spinco Liabilities."

" Retention Period " means the retention period applicable to any specific Shared Record(s), as set forth in Schedule 11.02 to the Agreement and as it may be extended by a Request to Extend Retention Period, which period, whether or not extended, shall not exceed seven (7) years.

" Securities Act " means the Securities Act of 1933, as amended.

" Series A Preferred Stock " is defined in the recitals to this Agreement.

" Series B Preferred Stock " is defined in the recitals to this Agreement.

" Shared Record(s) " means those Records set forth on Schedule 11.02 , as amended from time to time by written agreement of the Parties.

" Software " means all computer programs (whether in source code, object code, or other form), algorithms, databases, compilations and data, and technology supporting the foregoing, and all documentation, including flowcharts and other logic and design diagrams, technical, functional and other specifications, and user and training materials related to any of the foregoing.

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" Spinco " is defined in the Preamble to this Agreement.

" Spinco Accounts " is defined in Section 4.01(a).

" Spinco Action " means any current or future Action relating primarily to the Spinco Business in which one or more members of the PNX Group is a defendant or the party against whom a claim or investigation is directed, including any of the Actions listed on Schedule 5.01(a) , but excluding any Joint Action.

" Spinco Articles " means the articles of incorporation of Spinco in the form filed as an exhibit to the Form 10 at the time it becomes effective.

" Spinco Assets " means:

(a) the capital stock or partnership interests, as applicable, of Spinco;

(b) the Spinco Contracts; and

(c) except as otherwise provided in an Ancillary Agreement, all Assets that are (i) owned of record or held in the name of a member of the Spinco Group on the Distribution Date, (ii) treated for internal financial reporting purposes of PNX prior to the Distribution Date or on the Spinco Business Balance Sheet as owned by a member of the Spinco Group, excluding those relating primarily to Goodwin, (iii) on the Distribution Date used exclusively by one or more members of the Spinco Group, or (iv) transferred to a member of the Spinco Group pursuant to any Ancillary Agreement.

" Spinco Business " means the business comprised of the Spinco Assets and the Spinco Liabilities, excluding the Goodwin Business.

" Spinco Business Balance Sheet " means the consolidated balance sheet of the Spinco Group as set forth in the Information Statement, excluding the Goodwin Business.

" Spinco Bylaws " means the bylaws of Spinco in the form filed as an exhibit to the Form 10 at the time it becomes effective.

" Spinco Common Stock " means the outstanding shares of common stock, $.01 par value per share, of Spinco.

" Spinco Contracts " means the following agreements or arrangements to which PNX or any of its Affiliates is a party or by which it or any of its Affiliates or any of their respective Assets is bound, except for any such agreement or arrangement or part thereof (i) that is expressly contemplated not to be transferred or assigned by any member of the PNX Group to Spinco, or (ii) that is expressly contemplated to be transferred or assigned to (or remain with) any member of the PNX Group, in each case, pursuant to any provision of this Agreement or any Ancillary Agreement:

(i) any agreement or arrangement entered into in the name of, or expressly on behalf of, any division, business unit or member of the Spinco Group;

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(ii) any agreement or arrangement that relates primarily to the Spinco Business;

(iii) any agreement or arrangement representing capital or lease obligations of facilities or equipment primarily used by any member of the Spinco Group;

(iv) any agreement or arrangement or part thereof that is otherwise expressly contemplated pursuant to this Agreement or any of the Ancillary Agreements to be retained by, transferred or assigned to, any member of the Spinco Group;

(v) any guarantee, indemnity, representation or warranty of any member of the Spinco Group relating to, arising out of or resulting from the Spinco Business; and

(vi) the agreements or arrangements listed or described on Schedule 1.01(b) .

" Spinco Group " means Spinco, any of its respective subsidiaries and affiliates and any subsidiary or division of any member of the PNX Group that is included in the assets of the Spinco Business as reflected in the Spinco Business Balance Sheet, excluding Goodwin. `

" Spinco Indemnitee " is defined in Section 6.02.

" Spinco Liabilities " means:

(i) the Liabilities listed or described on Schedule 1.01(c) and any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement as Liabilities to be retained, assumed or retired by any member of the Spinco Group;

(ii) any and all Liabilities of PNX, Spinco, or any of their respective Affiliates, primarily relating to, arising out of or resulting from:

(A) the operation or conduct of the Spinco Business, or the ownership or use of the Spinco Assets, as conducted at any time prior to, on or after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative of PNX, Spinco, or any of their respective Affiliates (whether or not such act or failure to act is or was within such Person’s authority)); or

(B) the operation or conduct of any business conducted by any member of the Spinco Group at any time on or after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative of Spinco, or any of its Affiliates after the Effective Time (whether or not such act or failure to act is or was within such Person’s authority));

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(iii) except as otherwise expressly provided in this Agreement or any Ancillary Agreement, Liabilities set forth on the Spinco Business Balance Sheet;

(iv) any and all Liabilities to the extent relating to, arising out of or resulting from any terminated, sold, discontinued or divested entity, business, real property, or Asset formerly and primarily owned or managed by, or associated with any member of the Spinco Group or the Spinco Business, or arising out of the sale thereof;

(v) any Liabilities relating to or arising out of the acquisition (whether through an acquisition of stock or assets or a merger, share exchange or other form of business combination) of any business prior to the Effective Time by any member of the Spinco Group, except to the extent such Liabilities arise out of or are based upon the issuance of securities of PNX in any such business combination transaction;

(vi) Liabilities arising under or in connection with the Form 10, except to the extent such Liabilities arise out of or are based upon information about PNX included in the sections of the Information Statement attached as Exhibit 99.1 to the Form 10 entitled "Summary—Our Company," "Summary—Summary of the Spin-Off," and "The Spin-Off—Reasons for the Spin-Off", and excluding information included in the Information Statement regarding whether the Distribution is taxable;

(vii) any and all Liabilities, including those Liabilities listed on Schedule 1.01(d) , relating to, arising out of or resulting from any Indebtedness (including debt securities and asset-backed debt) of any member of the Spinco Group (whether incurred prior to, on or after the Effective Time);

(viii) any and all Liabilities of the guarantor under the Guaranteed Spinco Liabilities;

(ix) any and all Liabilities relating to, resulting from, or arising out of any Action that is primarily related to the Spinco Business, including any Spinco Action;

(x) any and all obligations of an insured Person under each Third Party Spinco Policy and each Third Party Policy to the extent related to or arising out of the Spinco Business; and

Notwithstanding the foregoing, the Spinco Liabilities shall in any event not include:

(A) (i) any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement as Liabilities to be retained or assumed by any member of the PNX Group, including any Liabilities of Goodwin and those set forth on Schedule 1.01(a) , and (ii) the Assumed Spinco Liabilities and any Liabilities of a guarantor under the Guaranteed PNX Liabilities (the Liabilities under this clause (A)(i) and (A)(ii), collectively, the " Retained Liabilities ");

(B) any Liabilities related or attributable to, or arising in connection with, the employment, service, termination of employment or termination of service of Spinco employees, which shall be exclusively governed by the Employee Matters Agreement; and `

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(C) any Liabilities related or attributable to, or arising in connection with, Taxes or Tax returns, which shall be exclusively governed by the Tax Separation Agreement.

FOR THE AVOIDANCE OF DOUBT, NO LIABILITY SHALL BE A SPINCO LIABILITY SOLELY AS A RESULT OF SPINCO OR ANY OTHER MEMBER OF THE SPINCO GROUP BEING NAMED AS PARTY TO, OR IN, ANY ACTION.

" Tax " shall have the meaning given to such term in the Tax Separation Agreement.

" Tax Separation Agreement " means the Tax Separation Agreement, substantially in the form of Exhibit B hereto, entered into at or before the Effective Time between PNX and Spinco, as amended from time to time.

" Third Party Claim " means a claim or demand made against a PNX Indemnitee or a Spinco Indemnitee by any Person who is not a Party or an Affiliate of a Party as to which such PNX Indemnitee or Spinco Indemnitee, as applicable, is or may be entitled to indemnification pursuant to this Agreement.

" Third Party Spinco Policies " means all Policies, whether or not in force on the Effective Time, issued by unaffiliated third-party insurers to PNX, Spinco, or any of their respective Affiliates that cover risks that relate exclusively to the Spinco Business.

" Third Party Policies " means all Policies, whether or not in force on the Effective Time, issued by unaffiliated third-party insurers to PNX, Spinco or any of their respective Affiliates that cover risks that relate to both the PNX Business and the Spinco Business.

" Trademarks " means all United States and foreign trademarks, service marks, corporate names, trade names, domain names, logos, slogans, designs, trade dress and other similar identifiers of source or origin, whether registered or unregistered, together with the goodwill connected with the use of and symbolized by any of the foregoing.

" Transition Services Agreement " means the Transition Services Agreement, substantially in the form of Exhibit C hereto, entered into at or prior to the Effective Time between PNX and Spinco, as amended from time to time.

ARTICLE II

REORGANIZATION; CONVEYANCE OF CERTAIN ASSETS;

ASSUMPTION OF CERTAIN LIABILITIES;

CERTAIN PAYMENTS; AND TRANSITION ARRANGEMENTS

Section 2.01. Reorganization . On or prior to the Distribution Date, PIMCO, the direct parent of Spinco and a wholly-owned subsidiary of PNX, shall transfer to PNX all of the capital stock of Spinco held by PIMCO (the " PIMCO Transfer "). On or prior to the Distribution Date, Spinco shall transfer to PNX all of the capital stock of Goodwin held by Spinco (the " Goodwin Transfer "). On or prior to the Distribution Date and effective as of the

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Effective Time, PNX shall transfer and assign to Spinco all of the Spinco Assets in exchange for a number of shares of Spinco Common Stock that, when combined with the shares of Spinco Common Stock already owned by PNX, shall equal all the shares to be distributed as provided in Section 3.03 below.

Section 2.02. Conveyance of Assets; Discharge of Liabilities . Except as otherwise expressly provided herein or in any of the Ancillary Agreements:

(a) Effective as of the Effective Time (i) all Spinco Assets are intended to be and shall become Assets of the Spinco Group, (ii) all Spinco Liabilities are intended to be and shall become the Liabilities of the Spinco Group, and (iii) all other Assets and Liabilities of PNX and its subsidiaries are intended to be and shall remain exclusively the Assets and Liabilities of the PNX Group.

(b) Effective as of the Effective Time, PNX agrees to transfer or cause to be transferred to Spinco or to such other members of the Spinco Group as Spinco may designate all right, title and interest of the PNX Group in and to all of the Spinco Assets. `

(c) Spinco agrees that, effective as of the Effective Time, it will transfer or cause to be transferred to PNX or to such other member of the PNX Group as PNX may designate all right, title and interest of the Spinco Group in and to all Assets that are not Spinco Assets.

(d) Spinco agrees that it will, or will cause another member of the Spinco Group designated by Spinco to, (i) assume any of the Spinco Liabilities for which a member of the Spinco Group is not the obligor, effective as of the Effective Time, and (ii) timely pay and discharge all of the Spinco Liabilities, at and after the Effective Time.

(e) PNX agrees that it will, or will cause another member of the PNX Group designated by PNX to, (i) assume any of the PNX Liabilities for which a member of the PNX Group is not the obligor, effective as of the Effective Time, and (ii) timely pay and discharge all of the PNX Liabilities, at and after the Effective Time.

(f) In the event that any conveyance of an Asset, including conveyance of any Asset listed in Schedule 2.02(f) , required hereby is not effected at or before the Effective Time, the obligation to transfer such Asset shall continue past the Effective Time and shall be accomplished as soon thereafter as practicable.

(g) If any Asset may not be transferred by reason of the requirement to obtain the consent of any third party and such consent has not been obtained by the Effective Time, then (unless otherwise expressly agreed by PNX and Spinco) such Asset shall not be transferred until such consent has been obtained. PNX and Spinco, as the case may be, shall (i) cause the owner of such Asset to use commercially reasonable efforts to provide to the appropriate member of the other Group all the rights and benefits under such Asset, (ii) cause such owner to enforce such Asset for the benefit of such member, and (iii) cause such member to assume all obligations of such Asset, in each case to the extent that such action does not cause a breach or default under such Asset. Both parties shall otherwise cooperate and use commercially reasonable efforts to provide the economic and operational equivalent of an assignment or transfer of the Asset as of the Effective Time.

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(h) From and after the Effective Time, each Party shall promptly transfer or cause the members of its Group promptly to transfer to the other Party or the appropriate member of the other Party’s Group, from time to time, any property received that is an Asset of the other Party or a member of its Group. Without limiting the foregoing, funds received by a member of one Group upon the payment of accounts receivable that belong to a member of the other Group shall be transferred to the other Group by wire transfer as promptly as practicable after the receiving party becomes aware of having received such funds.

(i) Except as expressly set forth in this Agreement, any Ancillary Agreement, or any instrument or document contemplated by this Agreement or any Ancillary Agreement, neither any member of the PNX Group nor any member of the Spinco Group has made or shall be deemed to have made any representation or warranty as to (i) the Assets, business or Liabilities retained, transferred or assumed as contemplated hereby or thereby, (ii) any consents or approvals required in connection with the transfer or assumption by such party of any Asset or Liability contemplated by this Agreement, (iii) the value or freedom from any lien, claim, equity or other encumbrance of, or any other matter concerning, any Assets of such Party, (iv) the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other Asset of such Party, or (v) the legal sufficiency of any assignment, document or instrument delivered to convey title to any Asset transferred. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, ALL ASSETS WERE, OR ARE BEING, TRANSFERRED, OR ARE BEING RETAINED, ON AN "AS IS", "WHERE IS" BASIS AND THE RESPECTIVE TRANSFEREES WILL BEAR THE ECONOMIC AND LEGAL RISKS THAT ANY CONVEYANCE OR OTHER TRANSFER SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE A TITLE THAT IS FREE AND CLEAR OF ANY LIEN, CLAIM, EQUITY OR OTHER ENCUMBRANCE.

Section 2.03. Ancillary Agreements . Concurrently with the execution of this Agreement, PNX and Spinco (or their appropriate subsidiaries) will execute and deliver:

(a) A duly executed Employee Matters Agreement substantially in the form of Exhibit A hereto;

(b) A duly executed Tax Separation Agreement substantially in the form of Exhibit B hereto;

(c) A duly executed Transition Services Agreement substantially in the form of Exhibit C hereto; and

(d) Such other agreements, leases, subleases, documents, or instruments as the Parties may agree are necessary or desirable in order to achieve the purposes hereof.

Section 2.04. Issuance of Spinco Common Stock . On or before the Distribution Date, and in exchange for the transfer of the assets as provided above, and the surrender for reissue of all certificates representing outstanding Spinco Common Stock, Spinco will issue and deliver to PNX a certificate representing shares of Spinco Common Stock constituting all the shares to be distributed as provided in Section 3.03 below.

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Section 2.05. Resignations .

(a) On the Distribution Date, Spinco will deliver or cause to be delivered to PNX resignations of each individual who will be an employee of Spinco or another member of the Spinco Group from and after the Distribution Date and who is an officer or director of PNX or any of its subsidiaries or affiliates in the PNX Group immediately prior to the Distribution Date, except as otherwise agreed to in writing by the Parties.

(b) On the Distribution Date, PNX will deliver or cause to be delivered to Spinco resignations of each individuals who will be an employee of PNX or another member of the PNX Group from and after the Distribution Date and who is an officer or director of Spinco or any of its subsidiaries or affiliates in the Spinco Group immediately prior to the Distribution Date, except as otherwise agreed to in writing by the Parties.

Section 2.06. Limitation of Liability .

(a) Except as otherwise expressly provided in this Agreement, no Party or any member of such Party’s Group shall have any Liability to any other Party or any member of each other Party’s Group in the event that any Information exchanged or provided pursuant to this Agreement (but excluding any such information included in the Form 10) which is an estimate or forecast, or which is based on an estimate or forecast, is found to be inaccurate.

(b) Except as provided in Section 4.02, Section 9.01 or as set forth in subsection (c) below, neither Party nor any member of such Party’s Group shall have any Liability to any other Party or any member of such other Party’s Group based upon, arising out of or resulting from any agreement, arrangement, course of dealing or understanding existing on or prior to the Effective Time (other than this Agreement or any Ancillary Agreement or any agreement entered into in connection herewith or therewith in order to consummate the transactions contemplated hereby or thereby), and each Party hereby terminates, and shall cause all members in its Group to terminate, any and all agreements, arrangements, course of dealings or understandings between it or any members in its Group and the other Party, or any members of its Group, effective as of the Effective Time (other than this Agreement or any Ancillary Agreement or any agreement entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby), unless such agreement, arrangement, course of dealing or understanding is set forth in any Ancillary Agreement or on Schedule 2.06(b) , and any such Liability, whether or not in writing, which is not reflected in any Ancillary Agreement or on such Schedule, is hereby irrevocably cancelled, released and waived effective as of the Effective Time. No such terminated agreement, arrangement, course of dealing or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time.

(c) The provisions of Section 2.06(b) shall not apply to any of the following agreements, arrangements, course of dealings or understandings (or to any of the provisions thereof):

(i) any agreement or arrangement to which any Person other than the Parties and their respective Affiliates is a Party (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such agreements or arrangements constitute PNX Assets or Spinco Assets, PNX Liabilities, or Spinco Liabilities, such agreements or arrangements shall be assigned or retained pursuant to this Article II); and

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(ii) any agreements, arrangements, commitments or understandings to which any non-wholly-owned subsidiary or non-wholly-owned Affiliate of PNX or Spinco is a Party.

Section 2.07. Novation of Liabilities; Consents .

(a) Each Party, at the request of the other Party, shall use commercially reasonable efforts to obtain, or to cause to be obtained, any consent, release, substitution or amendment required to novate or assign all obligations under agreements, arrangements, licenses and other obligations or Liabilities for which a member of such Party’s Group and a member of the other Party’s Group are jointly or severally liable and that do not constitute Liabilities of such other Party as provided in this Agreement (such other Party, the " Other Party "), or to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Group who assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group will be solely responsible for such Liabilities; provided , however , that no Party shall be obligated to pay any consideration therefor to any third party from whom any such consent, substitution or amendment is requested (unless such Party is fully reimbursed by the requesting Party).

(b) If the Parties are unable to obtain, or to cause to be obtained, any such required consent, release, substitution or amendment, the Other Party or a member of such Other Party’s Group shall continue to be bound by such agreement, arrangement, license or other obligation that does not constitute a Liability of such Other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Group who assumed or retained such Liability as set forth in this Agreement (the " Liable Party ") shall, or shall cause a member of its Group to, pay, perform and discharge fully all the obligations or other Liabilities of such Other Party or member of such Other Party’s Group thereunder from and after the Effective Time; provided , however , that the Other Party shall not be obligated to extend, renew or otherwise cause such agreement, arrangement, license or other obligation to remain in effect beyond the term in effect as of the Effective Time. The Liable Party shall indemnify each Other Party and the members of such Other Party’s Group and hold each of them harmless against any and all Liabilities arising in connection therewith; provided , that the Liable Party shall have no obligation to indemnify the Other Party or any member of such Other Party’s Group with respect to any matter to the extent that such Other Party has engaged in any knowing violation of Law, fraud or misrepresentation in connection therewith. The Other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this

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Agreement). If and when any such Consent, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall promptly assign, or cause to be assigned, all rights, obligations and other Liabilities thereunder of any member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall assume such rights and Liabilities.

ARTICLE III

THE DISTRIBUTION

Section 3.01. Cooperation Prior to the Distribution .

(a) PNX and Spinco shall prepare, and PNX shall mail to the holders of PNX Common Stock, the Information Statement, which shall set forth appropriate disclosure concerning Spinco, the Distribution and any other appropriate matters. PNX and Spinco shall also prepare, and Spinco shall file with the Commission, the Form 10, which shall include the Information Statement. PNX and Spinco shall use commercially reasonable efforts to cause the Form 10 to become effective under the Exchange Act.

(b) PNX shall, as the sole shareholder of Spinco, approve and adopt the Spinco employee benefit plans contemplated by the Employee Matters Agreement and PNX and Spinco shall cooperate in preparing, filing with the Commission under the Securities Act and causing to become effective not later than the Distribution Date any registration statements or amendments thereto that are appropriate to reflect the establishment of or amendments to any employee benefit plan of Spinco contemplated by the Employee Matters Agreement, including without limitation, a Form S-8 with respect thereto.

(c) PNX and Spinco shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement or any Ancillary Agreement.

(d) Spinco shall prepare, file, and use all reasonable efforts to cause to be approved prior to the Record Date, the application to permit listing of the Spinco Common Stock on NASDAQ.

Section 3.02. Conditions Precedent to the Distribution . In no event shall the Distribution occur unless the following conditions shall have been satisfied or, in the case of any condition other than the condition set forth in Sections 3.02(i), (j) and (o) below, waived by PNX:

(a) PNX’s Board of Directors or a duly appointed committee thereof, shall, in its sole discretion, have established the Record Date and the Distribution Date and any appropriate procedures in connection with the Distribution;

(b) all necessary regulatory approvals shall have been received;

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(c) the Information Statement shall have been mailed to the holders of PNX Common Stock;

(d) the Form 10 shall have become effective under the Exchange Act, and all registration statements referred to under Section 3.01(b) shall have become effective under the Securities Act;

(e) the Spinco board of directors, as named in the Form 10, shall have been elected by PNX, as sole shareholder of Spinco, and the Spinco Articles and Spinco Bylaws shall have been adopted and be in effect;

(f) the Spinco Common Stock shall have been approved for listing on NASDAQ, subject to official notice of issuance;

(g) PNX and Spinco shall have taken all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement or any Ancillary Agreement;

(h) PNX shall have received a solvency certificate from the chief financial officer of PNX, in form and substance satisfactory to PNX, regarding PNX after the Distribution;

(i) Spinco shall have received a viability opinion, in form and substance satisfactory to PNX, regarding Spinco after the Distribution;

(j) Spinco shall have established insurance arrangements with insurers of recognized financial responsibility for Policies in such amounts and covering such risks as is adequate for the conduct of the Spinco Business and the value of Spinco’s properties and as is customary for companies engaged in similar businesses in similar industries;

(k) the transactions described in Section 2.01, including the PIMCO Transfer and the Goodwin Transfer, shall have occurred;

(l) no order, injunction, or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution shall be in effect;

(m) PNX and Spinco shall each have performed its obligations under this Agreement and each Ancillary Agreement, which are required to be performed prior to or at the time of the Distribution;

(n) the Parties shall have consummated those other transactions in connection with the Distribution that are contemplated by the Information Statement to be consummated prior to or at the time of the Distribution and are not specifically referred to in this Agreement or the Ancillary Agreements identified in Sections 2.03(a) - (d); and

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(o) all members of the Spinco Group shall have been released from their obligations as guarantors with respect to the guarantees listed or described on Schedule 3.02(o) .

Section 3.03. The Distribution . On or before the Distribution Date, subject to satisfaction or waiver of the conditions set forth in this Agreement, PNX shall deliver to the Distribution Agent a certificate or certificates representing all of the then outstanding shares of Spinco Common Stock held by the PNX Group, endorsed in blank, and shall instruct the Distribution Agent to distribute to each holder of record of PNX Common Stock on the Record Date one (1) share of Spinco Common Stock for every twenty (20) shares of PNX Common Stock so held by crediting the holder’s brokerage account. Spinco agrees to provide all certificates for shares of Spinco Common Stock that the Distribution Agent shall require in order to effect the Distribution.

ARTICLE IV

COVENANTS

Section 4.01. Bank Accounts .

(a) The Parties agree to take, or cause the respective members of their respective Groups to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all agreements or arrangements governing each bank and brokerage account owned by Spinco or any other member of the Spinco Group (the " Spinco Accounts "), including all Spinco Accounts listed or described on Schedule 4.01(a) , so that such Spinco Accounts, if currently linked (whether by automatic withdrawal, automatic deposit, or any other authorization to transfer funds from or to, hereinafter " linked ") to any bank or brokerage account owned by PNX or any other member of the PNX Group (the " PNX Accounts ") are de-linked from the PNX Accounts. From and after the Effective Time, no current or former employee of any member of the PNX Group shall have any authority to access or control any Spinco Account other than those who will be Spinco employees.

(b) The Parties agree to take, or cause the respective members of their respective Groups to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all agreements or arrangements governing the PNX Accounts so that such PNX Accounts, if currently linked to a Spinco Account, are de-linked from the Spinco Accounts. From and after the Effective Time, no current or former employee of any member of the Spinco Group shall have any authority to access or cont