1
EXHIBIT 10.47
AMENDMENT NO. 2 TO
STOCK PURCHASE AND EXCHANGE AGREEMENT
THIS AGREEMENT, made this 23rd day of February, 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 have entered into a Stock Purchase and
Exchange Agreement dated as of December 9, 1999 (as amended by Amendment No. 1
to Stock Purchase and Exchange Agreement and by the Reference Amounts and Index
Rate Agreement, each dated as of December 29, 1999, collectively, the
"Agreement"); and
WHEREAS, the parties wish to further amend the Agreement as more
particularly described below.
NOW THEREFORE, in exchange for the undertakings contained in the
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Section 9.5(d)(i) is hereby amended and restated as follows:
(i) into the Ancillary Agreements (other than the GELAAC
Shareholders Agreement and the Replacement Reinsurance
Agreements) and all of the conditions precedent to the
effectiveness of each of such Ancillary Agreements shall
have been satisfied and
2. All initial capitalized terms shall have such meaning as ascribed
thereto in the Agreement. Except as herein modified, all other terms and
conditions set forth in the Agreement shall be and remain in full force and
effect without amendment. This Amendment may be executed in one or more
counterparts, each of which, when taken together, shall constitute a single
instrument.
2
IN WITNESS WHEREOF, the undersigned have hereunto set their respective
hands and seals as of this 23rd day of February, 2000.
GE FINANCIAL ASSURANCE PM HOLDINGS, INC.
HOLDINGS, INC.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxxx
------------------------ ------------------------
Name: Xxxx X. Xxxxx Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President, Title: Executive Vice President
Secretary and General Counsel
GE LIFE AND ANNUITY PHOENIX GROUP HOLDINGS,
ASSURANCE COMPANY INC.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxxx
------------------------ ------------------------
Name: Xxxx X. Xxxxx Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President Title: Executive Vice President
2