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                                                                   EXHIBIT 10.49

                               AMENDMENT NO. 4 TO
                      STOCK PURCHASE AND EXCHANGE AGREEMENT

             THIS AMENDMENT NO. 4 (the "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 (as amended to date, the
"SPEA"); and

             WHEREAS, at that time the parties contemplated that PGH or its
Affiliates would provide certain transition services to the PGH Subsidiaries
after the Second Closing pursuant to certain Ancillary Agreements; and

             WHEREAS, GEFA has requested that the nature, extent and duration of
such services be expanded beyond what the parties had originally contemplated,
and

             WHEREAS, as a consequence, certain representations and warranties
of PMH and PGH, including the related Schedules, are no longer accurate;

             NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows.

1.  DEFINITIONS

    All capitalized terms not otherwise defined herein shall have the meaning
    accorded to them in the SPEA.

2.  SCHEDULES

    PGH shall be entitled, prior to the Second Closing, to amend Schedules
    3.4(b) and 3.10 of the SPEA, and any other affected Schedules, in each case
    only insofar as they pertain to software licenses, in order to accurately
    address in its representations and warranties the expanded scope of services
    agreed to by the parties under the Computer Services Agreement and the
    Transition Services Agreement.

3.  EFFECT OF AMENDMENTS TO SCHEDULES

    The above-referenced amendments shall be treated for all purposes as though
    they had been made prior to execution of the SPEA and thus, shall not form
    the basis, on any theory, for any liability of PGH or its Affiliates to PAL,
    GEFA or their Affiliates.

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4.  SOFTWARE LICENSES

    a.  Notwithstanding any provision in the SPEA to the contrary including,
        without limitation, Sections 3.4 and 3.10 of the SPEA and Schedules 3.4
        and 3.10 thereto, except as provided in the Computer Services Agreement,
        dated as of December 9, 2000, and the related work orders, including all
        schedules thereof (the "Agreed-Upon Assignments and Outsourcing
        Consents"), neither PGH nor any of its Affiliates shall have any
        obligation to seek or obtain the assignment to PAL, GEFA or any of their
        Affiliates of the licensed software identified on such schedules.
        Accordingly, anything in the SPEA to the contrary notwithstanding, the
        failure by PGH and its Affiliates to seek or obtain any such
        assignments, other than the Agreed-Upon Assignments and Outsourcing
        Consents, shall not be grounds for any recovery against PGH or its
        Affiliates by PAL, GEFA or any of their Affiliates nor shall any damages
        resulting from such failure be counted against the "Basket" in Section
        10.2 of the SPEA.

    b.  A new subsection d to Section 9.6 of the SPEA shall be added to state as
        follows:

        Software Licenses. PGH or its Affiliates shall have received the
        Agreed-Upon Assignments and Outsourcing Consents and all consents
        required from third parties to enable PGH or its Affiliates to provide
        the outsourcing services contemplated under the Computer Services
        Agreement and the Outsourcing Transition Services Agreement, as
        ultimately negotiated, including, without limitation, those required
        with respect to the software currently being used to perform such
        services.

5.  CONFLICTS BETWEEN CONTRACTS

    In the event any provision in the Computer Services Agreement, as ultimately
    executed, conflicts with the SPEA, the former shall prevail.

6.  MISCELLANEOUS

    6.1 No Other Amendments.

        Except as expressly provided herein, the SPEA remains unaltered and in
        full force and effect.

    6.2 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.

    6.3 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 thereof.


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

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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