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                                                                   Exhibit 10.16



                             FOURTH AMENDMENT TO THE
               NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                            FOR CERTAIN EMPLOYEES OF
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY

               (as amended and restated effective January 1, 1989)

         BY THIS AGREEMENT, the Nonqualified Supplemental Executive Retirement
Plan for Certain Employees of Phoenix Home Life Mutual Insurance Company (the
"plan"), as amended and restated effective January 1, 1989, is amended by this
Third Amendment, effective January 1, 2000.

         1. Section 1.1 of the Plan is amended to read as follows:

         1.1      Purpose. The Employer adopted effective January 1, 1989 this
Nonqualified Supplement Executive Retirement Plan (the "Supplemental Plan")
solely for the purpose of providing retirement benefits for certain current and
former Employees which are not provided under the Employee Pension Plan (the
"Employee Pension Plan") by reason of (a) the exclusion from the definition of
Earnings of Incentive Compensation; have in Incentive Compensation Plans
designates in Section 2.8 hereof; (b) the limitation on Earnings that may be
taken into account under the Employee Pension Plan as set forth in Section 401
(a)(11 7) of the Internal Revenue Code; or (c) the exclusion from the definition
of Earnings of amounts deferred under any other deferred compensation program of
the Employer.

         2. Section 2.8 of the Plan is amended to read as follows:

         2.8 "Incentive Compensation" shall mean compensation payable under the
Mutual Incentive Plan, the Investment Incentive Plan, and such other incentive
compensation arrangements as the Employer may from time to time as approved by
the Benefits Plans Committee. Incentive Compensation shall be deemed Earnings
with respect to the performance year on which the Incentive Compensation is
based, regardless of when such Incentive Compensation is paid and regardless of
whether such Incentive Compensation is deferred under deferred compensation
arrangements applicable to said plans.

         3. Section 4.5 of the Plan is amended in its entirety to read as
follows:

         4.5 For purposes of 4.1 above, Incentive Compensation shall be deemed
Earnings with respect to year in which such Incentive Compensation actually paid
or deferred.

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         4. Section 5.1 of the Plan is amended in its entirety to read as
follows:

         5.1 Except for Employee Pension Plan Participants to whom a Plant
Closing Benefit is payable under Section 4.4 of this Supplemental Plan who shall
be fully vested in said Plant Closing Benefit and, except for Participants who
are employees of Phoenix American Life Insurance Company ("PAL"), a
participating Employer in this Plan, who's failure to meet the conditions for
payment of benefits hereunder is by reason of PAL's termination of participation
in this Plan on account of its sale by the Employer, no Participant under this
Supplemental Plan shall have a vested, non-forfeitable interest under this
Supplemental Plan until such Participant's satisfaction of one of the following
conditions: the Participant's attainment of Early Retirement Age under the
Employee Pension Plan; the Participant's attainment of Normal Retirement under
the Employee Pension Plan; the Participant's becoming Disabled, within the
meaning given under the Employee Pension Plan; or the Participant's death. Any
Participant who terminates employment with the Employer prior to having
satisfied one of the foregoing conditions shall have no right to benefits under
this Supplemental Plan.

         5. The effectiveness of the amendment to Section 5.1 as applicable to
employees of PAL is contingent upon the occurrence of the closing for the
purchase of PAL by GE Financial Assurance Holdings, Inc. and such amendment
shall be void and of no force or effect if such closing does not occur.


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