TRANSITION SERVICES AGREEMENT

Exhibit 10.2

EXECUTION VERSION

TRANSITION SERVICES AGREEMENT

by and between

THE PHOENIX COMPANIES, INC.

and

VIRTUS INVESTMENT PARTNERS, INC.

Dated as of December 18, 2008

TRANSITION SERVICES AGREEMENT

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TRANSITION SERVICES AGREEMENT

TRANSITION SERVICES AGREEMENT (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 "). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Separation Agreement (as defined below).

RECITALS

WHEREAS, PNX and Spinco have entered into a Separation Agreement, Plan of Reorganization and Distribution, dated December 18, 2008, pursuant to which the Parties set out the terms and conditions relating to the separation of the Spinco Business (such that the Spinco Business is to be held, as at the Effective Time, directly or indirectly, by Spinco (such agreement, as amended, restated or modified from time to time, the " Separation Agreement ").

WHEREAS, in connection therewith, PNX and the other members of the PNX Group, on the one hand, and Spinco and the other members of the Spinco Group, on the other hand, will provide certain transitional services to each other following the Distribution Date, subject to the terms and conditions of this Agreement.

WHEREAS, 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 the common stock, par value $0.01 per share, of Spinco, (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, 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.

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 . For the purposes of this Agreement, the following words and expressions and variations thereof, unless a clearly inconsistent meaning is required under the context, shall have the meanings specified or referred to in this Section 1.01:

" Affiliate " of any Person means any other Person that, directly or indirectly, controls, is controlled by, or is under common control with such first Person as of the date on which or at any time during the period for when such determination is being made. For purposes of this definition, " control " means 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, and the terms " controlling " and " controlled " have meanings correlative to the foregoing.

" Agreement " has the meaning set forth in the Preamble to this Agreement and in Article II.

" Ancillary Agreement " has the meaning set forth in the Separation Agreement.

" Applicable Law " means any applicable law, statute, rule or regulation of any Governmental Authority or any outstanding order, judgment, injunction, ruling or decree by any Governmental Authority.

" Business Concern " means any corporation, company, limited liability company, partnership, joint venture, trust, unincorporated association or any other form of association.

" Business Day " means any day excluding (i) Saturday, Sunday and any other day which, in Hartford, Connecticut, is a legal holiday or (ii) a day on which banks are authorized by Applicable Law to close in Hartford, Connecticut.

" Chief Representative " has the meaning set forth in Section 7.07(c).

" Commercially Reasonable Efforts " means the efforts that a reasonable and prudent Person desirous of achieving a business result would use in similar circumstances to ensure that such result is achieved as expeditiously as possible in the context of commercial relations of the type envisaged by this Agreement; provided , however , that an obligation to use Commercially Reasonable Efforts under this Agreement does not require the Person subject to that obligation to assume any material obligations or pay any material amounts to a Third Party.

" Confidential Information " has the meaning set forth in Section 13.02.

" Consent " means any written approval, consent, ratification, waiver or other authorization.

" Contract " means any contract, agreement, lease, license, commitment, consensual obligation, promise or undertaking (whether written or oral and whether express or implied) that is legally binding on any Person or any part of its property under Applicable Law.

" Distribution Date " has the meaning set forth in the Separation Agreement.

" Dollars " or " $ " means the lawful currency of the United States of America.

" Effective Time " has the meaning set forth in the Separation Agreement.

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" Event of Default " has the meaning set forth in Section 8.01.

" Expiration Date " has the meaning set forth in Article V.

" Fair Market Value " means, in relation to the pricing of services under this Agreement, terms that would be agreed between non-affiliated third parties for comparable services on a comparable scale, as initially proposed in the reasonable judgment of PNX and reasonably approved by Spinco.

" Force Majeure Event " has the meaning set forth in Section 17.06.

" Governmental Authority " means any court, arbitration panel, governmental or regulatory authority, agency, stock exchange, commission or body.

" Governmental Authorization " means any Consent, license, certificate, franchise, registration or permit issued, granted, given or otherwise made available by, or under the authority of, any Governmental Authority or pursuant to any Applicable Law.

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

" Harris " has the meaning set forth in the Recitals to this Agreement.

" Impracticability " has the meaning set forth in Section 3.03.

" Investment Agreement " has the meaning set forth in the Recitals to this Agreement.

" Liabilities " has the meaning set forth in the Separation Agreement.

" Operating Committee " has the meaning set forth in Section 4.01.

" Party " has the meaning set forth in the Preamble to this Agreement.

" PIMCO " has the meaning set forth in the Recitals to this Agreement.

" PNX " has the meaning set forth in the Preamble to this Agreement.

" PNX Group " means PNX, its Subsidiaries and Affiliates from time to time after the Effective Time.

" PNX Group Company " means any Person forming part of the PNX Group.

" PNX Indemnified Parties " has the meaning set forth in Section 14.01.

" Permitted Purpose " has the meaning set forth in Section 13.03.

" Person " means any individual, Business Concern or Governmental Authority.

" 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

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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.

" SEC " means the Securities and Exchange Commission.

" Sales Taxes " means any sales, use, consumption, goods and services, value added or similar tax, duty or charge imposed pursuant to Applicable Law.

" Separation Agreement " has the meaning set forth in the Recitals to this Agreement.

" Series A Preferred Stock " has the meaning set forth in the Recitals to this Agreement.

" Series B Preferred Stock " has the meaning set forth in the Recitals to this Agreement.

" Service(s) " has the meaning set forth in Section 3.01(c).

" Service Manager " has the meaning set forth in Section 7.07(c).

" Service Provider " means PNX or a member of the PNX Group, or Spinco or a member of the Spinco Group, as the case may be, when it is providing a Service to Spinco or a member of the Spinco Group, or PNX or a member of the PNX Group, as the case may be, hereunder in accordance with a Transition Service Schedule.

" Service Recipient " means PNX or a member of the PNX Group, or Spinco or a member of the Spinco Group, as the case may be, when it is receiving a Service from Spinco or a member of the Spinco Group, or PNX or a member of the PNX Group, as the case may be, hereunder in accordance with a Transition Service Schedule.

" Spinco " has the meaning set forth in the Preamble to this Agreement.

" Spinco Group " means Spinco, its Subsidiaries and Affiliates from time to time after the Effective Time.

" Spinco Indemnified Parties " has the meaning set forth in Section 14.01.

" Subcontractor " has the meaning set forth in Section 10.01.

" Subsidiary " of any Person means any corporation, partnership, limited liability entity, joint venture or other organization, whether incorporated or unincorporated, of which a majority of the total voting power of capital stock or other interests entitled (without the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person.

" Term " has the meaning set forth in Article V.

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" Third Party " means a Person that is not a Party to this Agreement, other than a member of the PNX Group or a member of the Spinco Group.

" Transition Service Schedule " has the meaning set forth in Article II.

Section 1.02. Currency . Except as otherwise specified in a Transition Service Schedule, all references to currency herein are to lawful money of the United States of America.

ARTICLE II

TRANSITION SERVICE SCHEDULES

This Agreement will govern individual transition Services as requested by either Spinco or any other member of the Spinco Group, on the one hand, or PNX or any other member of the PNX Group, on the other hand, the details of which are set forth in the Transition Service Schedules attached to and forming part of this Agreement. Each Service shall be covered by this Agreement upon execution of a transition service schedule in the form attached hereto (each transition service schedule, a " Transition Service Schedule ").

For each Service, the Parties shall set forth in a Transition Service Schedule substantially in the form of Schedule 1 hereto, among other things, (i) the time period during which the Service will be provided if different from the Term of this Agreement, (ii) a summary of the Service to be provided and (iii) the method for determining the charge, if any, for the Service and any other terms applicable thereto. Obligations regarding a Transition Service Schedule shall be effective upon the later of the Distribution Date or the date of execution of the applicable Transition Service Schedule. This Agreement and all the Transition Service Schedules shall be defined as the " Agreement " and incorporated herein wherever reference to it is made.

ARTICLE III

SERVICES

Section 3.01. Services Generally . (a) Except as otherwise provided herein, for the Term hereof, PNX and other members of the PNX Group shall provide to Spinco and the other members of the Spinco Group, and shall cause the other applicable members of the PNX Group to provide or cause to be provided to Spinco and the other members of the Spinco Group, the Services described in the Transition Service Schedule(s) attached hereto identified on such Schedules as Services to be provided by members of the PNX Group.

(b) Except as otherwise provided herein, for the Term hereof, Spinco and other members of the Spinco Group shall provide to PNX and the other members of the PNX Group, and shall cause the other applicable members of the Spinco Group to provide or cause to be provided to PNX and the other members of the PNX Group, the Services described in the Transition Service Schedule(s) attached hereto identified on such Schedules as Services to be provided by members of the Spinco Group.

(c) The Service(s) described on a single Transition Service Schedule shall be referred to herein as a " Service ." Collectively, the services described on all the Transition Service Schedules shall be referred to herein as the " Services ." PNX and Spinco shall cause the members of their respective Groups to, if applicable, comply with the terms and conditions set forth in this Agreement or in the Transition Services Schedules.

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Section 3.02. Service Levels . Except as otherwise provided in a Transition Service Schedule for a specific service: (i) the Service Provider shall provide the Services only to the extent such Services are being provided immediately prior to the Distribution Date and at a level of service substantially similar to that provided immediately prior to the Distribution Date and (ii) the Services will be available only for purposes of conducting the business of the Service Recipient substantially in the manner it was conducted prior to the Effective Time; provided , however , that nothing in this Agreement will require a Party to favor the other Party over its other business operations. Except as otherwise provided in a Transition Service Schedule in respect of a specific Service, each Party will not be entitled to any new service.

Section 3.03. Impracticability . A Service Provider shall not be required to provide any Service to the extent the performance of such Service becomes impracticable as a result of a cause or causes outside the reasonable control of the Service Provider, including unfeasible technological requirements, or to the extent the performance of such Services would require the Service Provider to violate any Applicable Law, or would result in the breach of any license, Governmental Authorization or Contract (an " Impracticability ").

Section 3.04. Additional Resources . In accordance with Section 7.07 below and except as specifically provided in a Transition Service Schedule for a specific Service, in providing the Services, a Service Provider shall not be obligated to: (i) hire any additional employees; (ii) maintain the employment of any specific employee; (iii) purchase, lease or license any additional facilities, equipment or software; or (iv) pay any costs related to the transfer or conversion of the Service Recipient’s data to the Service Provider or any alternate supplier of Services.

ARTICLE IV

OPERATING COMMITTEE

Section 4.01. Organization . The Parties shall create an operating committee (the " Operating Committee ") and shall each appoint one (1) employee to the Operating Committee for the Term. The Operating Committee will oversee the implementation and application of this Agreement and shall at all times reasonably and in good faith attempt to resolve any dispute between the Parties. Each of the Parties shall have the right to change its Operating Committee member at any time with employees of comparable knowledge, expertise and decision-making authority.

Section 4.02. Decision Making . All Operating Committee decisions shall be taken unanimously. If the Operating Committee fails to make a decision, resolve a dispute, agree upon any necessary action, or if a Party so requests, in the event of a material breach of this Agreement, a senior officer of PNX and a senior officer of Spinco, neither of whom shall have any direct oversight or responsibility for the subject matter in dispute, shall attempt within a period of fourteen (14) days to conclusively resolve any such unresolved issue.

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Section 4.03. Meetings . During the Term, the Operating Committee members shall meet, in person or via teleconference, at least once in each week during the first six (6) months and thereafter on a monthly basis, or less frequently if agreed by the members of the Operating Committee. In addition, the Operating Committee shall meet as often as necessary in order to promptly resolve any disputes submitted to it by any representative of either Party.

ARTICLE V

TERM

The term of this Agreement shall commence on the Distribution Date and end twelve (12) months following the Distribution Date, unless earlier terminated under Article VIII or extended as hereinafter provided (the " Term "). Each Party shall have the right to extend the term of the agreement for a renewal term of three months upon written notice to the other Party no later than thirty (30) days prior to the expiration of the initial term (the last day of the initial term or renewal term, as applicable, the " Expiration Date "). Under certain circumstances and for certain Services, as specified in the applicable Transition Service Schedule, each Party shall have the right to extend the term of the agreement for a second renewal term of three (3) additional months. The Parties may agree on an earlier expiration date respecting a specific Service by specifying such date on the Transition Service Schedule for that Service. Services shall be provided up to and including the date set forth in the applicable Transition Service Schedule, subject to earlier termination as provided in Article VIII. It shall be the sole responsibility of the Service Recipient, upon and after expiration or early termination of this Agreement with respect to a specific Service, to perform, render and provide for itself (or to make arrangements with one or more Third Party service providers to perform, render and provide) such Service, and to do all necessary planning and make all necessary preparations in connection therewith.

ARTICLE VI

COMPENSATION

Section 6.01. Charges for Services . The Service Recipient shall pay the Service Provider the charges, if any, set forth on the Transition Service Schedules for each of the Services listed therein as adjusted, from time to time, in accordance with the processes and procedures established under Section 7.01 hereof, or, if no such charges are specifically indicated otherwise on a Transition Service Schedule, the Fair Market Value of the Services. If there is any inconsistency between the Transition Service Schedule and this Section 6.01, the terms of the Transition Service Schedule shall govern. The Parties also intend, having regard to the reciprocal and transitional nature of this Agreement and other factors, for charges to be easy to administer and justify; and, therefore, they hereby acknowledge that it may be counterproductive to try to recover every cost, charge or expense, particularly those that are insignificant or de minimis.

Section 6.02. Payment Terms . Except as otherwise specified in a Transition Service Schedule, the Service Provider shall invoice the Service Recipient monthly (or on such other basis as the Parties may mutually determine) for all charges pursuant to this Agreement. Such invoices shall specify the Services provided to the Service Recipient during the preceding month and identifying the Service fee applicable to each