ContractGlobal Note • September 18th, 2008 • Genworth Life & Annuity Insurance Co • Life insurance • New York
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE (HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
PRICING INSTRUMENTPricing Instrument • September 18th, 2008 • Genworth Life & Annuity Insurance Co • Life insurance • New York
Funding AgreementFunding Agreement • September 18th, 2008 • Genworth Life & Annuity Insurance Co • Life insurance
Genworth Life and Annuity Insurance Company (“GLAIC”) (which term includes its successors and permitted assignees) and the Policyholder hereby agree to the terms of this funding agreement (this “Policy”). This Policy, including the attached Accumulation Fund Schedule, and any amendments thereto, constitutes the entire contract between GLAIC and the Policyholder. This Policy is delivered in the Issue State and governed by the laws of that state.
ContractGlobal Note • October 11th, 2007 • Genworth Life & Annuity Insurance Co • Life insurance • New York
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE (HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
TRUST AGREEMENTTrust Agreement • April 30th, 2004 • Ge Life & Annuity Assurance Co • Life insurance • New York
This TRUST AGREEMENT, dated as of April 15, 2004 (this “Trust Agreement”), among Union Fidelity Life Insurance Company, an insurance company organized under the Laws of the State of Illinois (the “Grantor”), GE Life and Annuity Assurance Company, an insurance company organized under the laws of the Commonwealth of Virginia (the “Beneficiary”), and The Bank of New York, a New York corporation (the “Trustee”) (the Grantor, the Beneficiary and the Trustee are hereinafter each sometimes referred to individually as a “Party” and collectively as the “Parties”). All terms not defined herein shall have the same meanings as set forth in the Coinsurance Agreements (as hereinafter defined).
ContractGlobal Note • February 27th, 2008 • Genworth Life & Annuity Insurance Co • Life insurance • New York
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE (HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
ContractNote Agreement • July 31st, 2008 • Genworth Life & Annuity Insurance Co • Life insurance • New York
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE (HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
Funding AgreementFunding Agreement • September 11th, 2008 • Genworth Life & Annuity Insurance Co • Life insurance
Genworth Life and Annuity Insurance Company (“GLAIC”) (which term includes its successors and permitted assignees) and the Policyholder hereby agree to the terms of this funding agreement (this “Policy”). This Policy, including the attached Accumulation Fund Schedule, and any amendments thereto, constitutes the entire contract between GLAIC and the Policyholder. This Policy is delivered in the Issue State and governed by the laws of that state.
GE LIFE AND ANNUITY ASSURANCE COMPANY SECURED MEDIUM-TERM NOTES PROGRAM GENWORTH DIRECTNOTESSM PROGRAM DISTRIBUTION AGREEMENT December 9, 2005Distribution Agreement • December 21st, 2005 • Ge Life & Annuity Assurance Co • Asset-backed securities • New York
PRICING INSTRUMENTPricing Instrument • December 21st, 2005 • Ge Life & Annuity Assurance Co • Asset-backed securities • New York
REINSURANCE AGREEMENT between GE LIFE AND ANNUITY ASSURANCE COMPANY and FIRST COLONY LIFE INSURANCE COMPANYReinsurance Agreement • December 2nd, 2005 • Ge Life & Annuity Assurance Co • Asset-backed securities • Virginia
This Reinsurance Agreement (the “Agreement”) is effective as of the Effective Date by and between GE Life and Annuity Assurance Company, a Virginia-domiciled life insurance company (hereinafter “GELAAC”) and First Colony Life Insurance Company, a Virginia-domiciled life insurance company (hereinafter “Reinsurer”).
Funding AgreementFunding Agreement • May 22nd, 2008 • Genworth Life & Annuity Insurance Co • Life insurance
Genworth Life and Annuity Insurance Company (“GLAIC”) (which term includes its successors and permitted assignees) and the Policyholder hereby agree to the terms of this funding agreement (this “Policy”). This Policy, including the attached Accumulation Fund Schedule, and any amendments thereto, constitutes the entire contract between GLAIC and the Policyholder. This Policy is delivered in the Issue State and governed by the laws of that state.
GROUP GUARANTEED INCOME ANNUITY CERTIFICATEAnnuity Certificate • June 4th, 2007 • Genworth Life & Annuity Insurance Co • Life insurance
Please read this Certificate carefully. This Certificate is a legal annuity Contract between the Certificate Owner (“you” or “your”) and Genworth Life and Annuity Insurance Company (the “Company”, “we”, “us” or “our”). We agree to make income payments to you or your named Beneficiaries, subject to Certificate provisions.
GE Life and Annuity Assurance Company Richmond Virginia 23230 Facsimile: (804)281-6398 Funding AgreementFunding Agreement • December 8th, 2005 • Ge Life & Annuity Assurance Co • Asset-backed securities
GE Life and Annuity Assurance Company ( “GELAAC”) (which term includes its successors and permitted assignees) and the Policyholder hereby agree to the terms of this funding agreement (this “Policy”). This Policy, including the attached Accumulation Fund Schedule, and any amendments thereto, constitutes the entire contract between GELAAC and the Policyholder. This Policy is delivered in the Issue State and governed by the laws of that state.
September 25, 2006 Thomas E. Duffy Senior Vice President, General Counsel & Secretary Genworth Life and Annuity Insurance CompanyReinsurance Agreement • September 29th, 2006 • Genworth Life & Annuity Insurance Co • Asset-backed securities
EXPENSE AND INDEMNITY AGREEMENTExpense and Indemnity Agreement • October 5th, 2006 • Genworth Life & Annuity Insurance Co • Asset-backed securities • New York
This Expense and Indemnity Agreement (this “Agreement”) is entered into as of October 1, 2006, by and between Genworth Life and Annuity Insurance Company, a stock life insurance company operating under a charter granted by the Commonwealth of Virginia (“GLAIC”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”), on behalf of itself and on behalf of each Trust organized in connection with the Program.
GROUP GUARANTEED INCOME ANNUITY CONTRACTGroup Guaranteed Income Annuity Contract • February 28th, 2008 • Genworth Life & Annuity Insurance Co • Life insurance
Please read this Contract carefully. This group guaranteed income annuity Contract is a legal annuity Contract between the Contract Owner and Genworth Life and Annuity Insurance Company (the “Company”, “we”, “us” or “our”). We have issued this Contract in consideration of the application. We agree to make income payments to Certificate Owners or their named Beneficiaries, subject to Contract and Certificate provisions.
Funding AgreementFunding Agreement • May 17th, 2006 • Genworth Life & Annuity Insurance Co • Asset-backed securities
Genworth Life and Annuity Insurance Company (“GLAIC”) (which term includes its successors and permitted assignees) and the Policyholder hereby agree to the terms of this funding agreement (this “Policy”). This Policy, including the attached Accumulation Fund Schedule, and any amendments thereto, constitutes the entire contract between GLAIC and the Policyholder. This Policy is delivered in the Issue State and governed by the laws of that state.
CAPITAL MAINTENANCE AGREEMENTCapital Maintenance Agreement • April 30th, 2004 • Ge Life & Annuity Assurance Co • Life insurance • Virginia
Capital Maintenance Agreement (this “AGREEMENT”) dated as of January 1, 2004 (the “Effective Date”) between General Electric Capital Corporation, a Delaware corporation (“GECC”), and Union Fidelity Life Insurance Company, an Illinois-domiciled stock life insurance company (“UFLIC”).
EXPENSE AND INDEMNITY AGREEMENTExpense and Indemnity Agreement • December 8th, 2005 • Ge Life & Annuity Assurance Co • Asset-backed securities • New York
This Expense and Indemnity Agreement (this “Agreement”) is entered into as of [•], by and between GE Life and Annuity Assurance Company, a stock life insurance company operating under a charter granted by the Commonwealth of Virginia (“GELAAC”), and GSS Holdings II, Inc., as trust beneficial owner (the “Trust Beneficial Owner”).
REINSURANCE AGREEMENT between GE LIFE AND ANNUITY ASSURANCE COMPANY and UNION FIDELITY LIFE INSURANCE COMPANY Dated as of April 15, 2004Reinsurance Agreement • April 30th, 2004 • Ge Life & Annuity Assurance Co • Life insurance • Virginia
This Reinsurance Agreement, dated as of April 15, 2004 (this “Agreement”), is made and entered into by and between GE Life and Annuity Assurance Company, an insurance company organized under the laws of the Commonwealth of Virginia (the “Company”), and Union Fidelity Life Insurance Company, an insurance company organized under the laws of the State of Illinois (the “Reinsurer”). Defined terms used herein are defined below.
Ex (4)(a) --------- SINGLE PURCHASE PAYMENT MODIFIED GUARANTEED ANNUITY CONTRACT ---------------------------------------------------------------------- ---------- To the Contract Owner: Please read your Contract carefully. This Contract is a legal...Single Purchase Payment Modified Guaranteed Annuity Contract • September 19th, 2001 • Ge Life & Annuity Assurance Co • Life insurance
Genworth Life and Annuity Insurance Company Funding AgreementFunding Agreement • October 6th, 2006 • Genworth Life & Annuity Insurance Co • Asset-backed securities
Genworth Life and Annuity Insurance Company (“GLAIC”) (which term includes its successors and permitted assignees) and the Policyholder hereby agree to the terms of this funding agreement (this “Policy”). This Policy, including the attached Accumulation Fund Schedule, and any amendments thereto, constitutes the entire contract between GLAIC and the Policyholder. This Policy is delivered in the Issue State and governed by the laws of that state.
COINSURANCE AGREEMENT between GE LIFE AND ANNUITY ASSURANCE COMPANY and UNION FIDELITY LIFE INSURANCE COMPANY Dated as of April 15, 2004Coinsurance Agreement • April 30th, 2004 • Ge Life & Annuity Assurance Co • Life insurance • Virginia
This Coinsurance Agreement, dated as of April 15, 2004 (this “Agreement”), is made and entered into by and between GE Life and Annuity Assurance Company, an insurance company organized under the laws of the Commonwealth of Virginia (the “Company”), and Union Fidelity Life Insurance Company, an insurance company organized under the laws of the State of Illinois (the “Reinsurer”). Defined terms used herein are defined below.
Genworth Life and Annuity Insurance Company Funding AgreementFunding Agreement • November 28th, 2006 • Genworth Life & Annuity Insurance Co • Life insurance
Genworth Life and Annuity Insurance Company (“GLAIC”) (which term includes its successors and permitted assignees) and the Policyholder hereby agree to the terms of this funding agreement (this “Policy”). This Policy, including the attached Accumulation Fund Schedule, and any amendments thereto, constitutes the entire contract between GLAIC and the Policyholder. This Policy is delivered in the Issue State and governed by the laws of that state.
September 27, 2006 Jac J. Amerell Vice President and Controller First Colony Life Insurance CompanyReinsurance Agreement • September 29th, 2006 • Genworth Life & Annuity Insurance Co • Asset-backed securities
GE Life and Annuity Assurance Company Funding AgreementFunding Agreement • September 30th, 2005 • Ge Life & Annuity Assurance Co • Life insurance
GE Life and Annuity Assurance Company (“GELAAC”) (which terms include its successors and permitted assignees) and the Policyholder hereby agree to the terms of this funding agreement (this “Policy”). This Policy, including the attached Accumulation Fund Schedule, and any amendments thereto, constitutes the entire contract between GELAAC and the Policyholder. This Policy is delivered in the Issue State and governed by the laws of that state.
PRICING INSTRUMENTPricing Instrument • March 20th, 2008 • Genworth Life & Annuity Insurance Co • Life insurance • New York
CLOSING INSTRUMENTClosing Instrument • December 8th, 2005 • Ge Life & Annuity Assurance Co • Asset-backed securities
This Closing Instrument may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • February 28th, 2008 • Genworth Life & Annuity Insurance Co • Life insurance • Virginia
This agreement (“Agreement”), is entered into as of the day of , 2008, by and between Genworth Life and Annuity Insurance Company (“GLAIC”) and AssetMark Investment Services, Inc. (“AssetMark”).
EXPENSE AND INDEMNITY AGREEMENTExpense and Indemnity Agreement • December 8th, 2005 • Ge Life & Annuity Assurance Co • Asset-backed securities • New York
This Expense and Indemnity Agreement (this “Agreement”) is entered into as of [·], by and between GE Life and Annuity Assurance Company, a stock life insurance company operating under a charter granted by the Commonwealth of Virginia (“GELAAC”), and JPMorgan Chase Bank, N.A., as indenture trustee, registrar, transfer agent, paying agent and calculation agent (the “Indenture Trustee”).
GROUP GUARANTEED INCOME ANNUITY CONTRACTGroup Guaranteed Income Annuity Contract • June 4th, 2007 • Genworth Life & Annuity Insurance Co • Life insurance
Please read this Contract carefully. This group guaranteed income annuity Contract is a legal annuity Contract between the Contract Owner and Genworth Life and Annuity Insurance Company (the “Company”, “we”, “us” or “our”). We have issued this Contract in consideration of the application. We agree to make income payments to Certificate Owners or their named Beneficiaries, subject to Contract and Certificate provisions.
AGREEMENT AND PLAN OF MERGER BETWEEN FIRST COLONY LIFE INSURANCE COMPANY AND GENWORTH LIFE AND ANNUITY INSURANCE COMPANYMerger Agreement • December 7th, 2006 • Genworth Life & Annuity Insurance Co • Life insurance • Virginia
This Agreement and Plan of Merger (this “Agreement”) is dated this 1st day of December 2006, by and between First Colony Life Insurance Company, a Virginia corporation (“FCL”) and, Genworth Life and Annuity Insurance Company, a Virginia corporation (“GLAIC”).
ContractNote Agreement • September 25th, 2006 • Genworth Life & Annuity Insurance Co • Asset-backed securities • New York
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE (HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
ContractAgreement of Resignation, Appointment and Acceptance • October 5th, 2006 • Genworth Life & Annuity Insurance Co • Asset-backed securities • Illinois
AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of October 1, 2006 by and among GSS Holdings II, Inc., a Delaware corporation, as Trust Beneficial Owner (the “Trust Beneficial Owner”), The Bank of New York, a New York banking corporation (the “Prior Trustee”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America (the “Successor Trustee”).
