0001354488-13-003163 Sample Contracts

Second Supplemental Indenture
Second Supplemental Indenture • May 24th, 2013 • Phoenix Companies Inc/De • Life insurance • New York

This SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of May 23, 2013, between The Phoenix Companies, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as successor trustee to SunTrust Bank, as Trustee (the “Trustee”), amends the Indenture, dated as of December 27, 2001, between the Company and the Trustee (the “Original Indenture”), as amended by that certain First Supplemental Indenture, dated as of January 18, 2013 (the “First Supplemental Indenture” and together with the Original Indenture, the “Indenture”), pursuant to which $300,000,000 aggregate principal amount of the Company’s 7.45% Quarterly Interest Bonds due 2032 were issued (the “Securities”). Capitalized terms used in this Second Supplemental Indenture and not defined are used with the meanings given to such terms in the Indenture. This Second Supplemental Indenture is effective as of the date hereof.

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