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                                                                   EXHIBIT 10.50

                               AMENDMENT NO. 5 TO
                      STOCK PURCHASE AND EXCHANGE AGREEMENT

      THIS AMENDMENT NO. 5 (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  The first sentence of Section 2.1 of the SPEA is hereby amended and
         restated to read as follows:

         Subject to the terms and conditions of this Agreement: (a) PGH will
         sell and GEFA will purchase the PAL Stock for $274,803,246.00, the CDM
         Stock for $928,865.00, and the Group Services Stock for $5,742,073.00
         and (b) PGH or its Affiliates will sell and GEFA will purchase the PGH
         Business Assets for an aggregate purchase price of $2,000,000, all of
         the sums referenced in clauses (a) and (b) being referred to
         collectively as the "Purchase Price".

    2.2  Section 5.13 of the SPEA is hereby deleted and the parties shall have
         no further obligations to one another with respect to the subject
         matter thereof.

    2.3  Schedule A to the SPEA is hereby amended to add the items listed on
         Schedule I to this Amendment.



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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.


        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/ Carl T. Chadburn                         /s/ Leon E. Roday
  ----------------------------------           ---------------------------------
   Name: Carl T. Chadburn                       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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