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                                                                   EXHIBIT 10.51

                               AMENDMENT NO. 6 TO
                      STOCK PURCHASE AND EXCHANGE AGREEMENT


      THIS AMENDMENT NO. 6 (this "Amendment"), dated as of the 1st day of
April, 2000, by and among GE Financial Assurance Holdings, Inc., a Delaware
corporation, Phoenix Group Holdings, Inc., a Connecticut corporation, PM
Holdings, Inc., a Connecticut corporation, and GE Life and Annuity Assurance
Company, a Virginia corporation.


                                   WITNESSETH:

         WHEREAS, the parties hereto entered into a Stock Purchase and Exchange
Agreement, dated as of December 9, 1999 (together with all amendments thereto
prior to the date hereof, the "SPEA"), and

         WHEREAS, the parties wish to further amend the SPEA in the manner set
forth herein;

         NOW THEREFORE, in exchange for the undertakings contained in the
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1.  DEFINITIONS - All capitalized terms not otherwise defined herein shall have
    the meaning ascribed to them in the SPEA.


2.  AMENDMENTS

    2.1  Section 2.3 of the SPEA is hereby amended and restated as follows:

         The closing of the sale and purchase of the Purchased PGH Subsidiary
         Shares and the PGH Business Assets (the "SECOND CLOSING") will take
         place at the offices of PGH on the last calendar day of March 2000,
         effective as of 12:01 a.m. on April 1, 2000. The date upon which the
         Second Closing occurs is herein referred to as the "SECOND CLOSING
         DATE." At the Second Closing, the parties will execute all documents
         required to be executed by them in order to complete such closing, but
         the following actions shall occur on April 3, 2000.

         (a) PGH will deliver to GEFA stock certificates representing the
             Purchased PGH Subsidiary Shares, endorsed or accompanied by stock
             powers in favor of GEFA;

         (b) GEFA will, by 1 p.m., pay to PGH by wire transfer of immediately
             available funds to such accounts as are designated by PGH an amount
             equal to the Purchase Price less the GELAAC Share Price; and
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         (c) PMH will deliver to GEFA such bills of sale, assignments,
             certificates of title, documents or other instruments of transfer
             and conveyance as may be reasonably requested by GEFA, each in form
             and substance satisfactory to GEFA, to transfer title to GEFA to
             the PGH Business Assets, free and clear of all Liens except
             Permitted Liens.

    2.2  Section 2.6(f) of the SPEA is hereby amended by substituting for the
         references in clauses B (II) and B (III) to "Second Closing" the date
         of April 3, 2000.

    2.3  Section 2.6(g), clause (i) of the SPEA is hereby amended and restated
         as follows:

         97% times the sum of the "capital and surplus" and "asset valuation
         reserve" in the PAL Statutory Year-End Balance Sheet, less the Realized
         Loss Adjustment for net realized losses related to any assets listed in
         Schedule 9.7(i) that are disposed of after December 31, 1999, and less
         97% of $540,598, all calculated in accordance with Connecticut SAP.

    2.4  The first sentence of Section 2.6(g) of the SPEA is hereby further
         amended by changing the period at the end to a semi-colon and adding
         the following:

         and (v) $800,000 (which is the total amount of capital contributions
         made in March, 2000 to PDS and Group Services related to the
         reinvestment of funds dividended to PGH from Group Services in December
         1999).


3.  MISCELLANEOUS

    3.1  No Other Amendments.

         Other than as expressly set forth herein, the SPEA remains unaltered
         and in full force and effect.

    3.2  Counterparts.

         This Amendment may be executed in two or more counterparts, each of
         which shall be deemed to be an original, but all of which together
         shall constitute one and the same amendment.

    3.3  Governing Law.

         This Amendment shall be construed, performed and enforced in accordance
         with the laws of the State of Connecticut without regard to the
         conflicts of law principles of such state.

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      IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed by their undersigned duly authorized officers.

PM HOLDINGS, INC.                          GE FINANCIAL ASSURANCE
                                           HOLDINGS, INC.

  /s/ David W. Searfoss                        /s/ Leon E. Roday
  ----------------------------------           ---------------------------------
   Name: David W. Searfoss                      Name: Leon E. Roday
   Title: Vice President                        Title: Senior Vice President,
                                                       Secretary, and
                                                       General Counsel


PHOENIX GROUP HOLDINGS, INC.               GE LIFE AND ANNUITY ASSURANCE
                                           COMPANY

   /s/ Walter K. Juncker                       /s/ Leon E. Roday
  ----------------------------------           ---------------------------------
   Name: Walter K. Juncker                      Name: Leon E. Roday
   Title: Vice President                        Title: Senior Vice President





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