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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/ Xxxx X. Xxxxxxxx /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxx
Title: Vice President Title: Senior Vice President,
Secretary, and
General Counsel
PHOENIX GROUP HOLDINGS, INC. GE LIFE AND ANNUITY ASSURANCE
COMPANY
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxx
Title: Vice President Title: Senior Vice President
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