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EXHIBIT 10.48
AMENDMENT NO. 3 TO
STOCK PURCHASE AND EXCHANGE AGREEMENT
THIS AMENDMENT NO. 3 (the "Amendment"), dated as of April 1, 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 Section 6.1 and 3.9 of the SPEA notwithstanding, the parties agree
that the PGH Subsidiaries, PMH and PGH shall be permitted during the
period between December 9, 1999 and the Second Closing to settle any
Proceeding in the ordinary course of business consistent with past
practices.
2.2 Section 6.6 (c) notwithstanding, the parties agree that PMH and PGH
shall not cause PDS to dispose of the securities it owns in CA
Benefits.
2.3 Anything in the SPEA to the contrary notwithstanding, the parties
agree that effective as of the Second Closing, PMH and PGH shall have
caused the termination of the benefit plans of Group Services and CDM
and effective as of the Third Closing, shall have caused the
termination of the benefit plans of CA Benefits.
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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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