FIRST AMENDMENT TO THE PARTICIPATION AGREEMENT
Genworth Life and Annuity Insurance Company (the "Company") has entered
into a Participation Agreement dated January 1, 2006 (the "Agreement"), with FAM
Variable Series Funds, Inc. (the "Fund") and FAM Distributors, Inc. (the
"Distributor") regarding the purchase of shares in one or more of the Portfolios
on behalf of segregated accounts to fund certain variable life insurance
policies and/or variable annuity contracts funded or to be funded through one or
more of the accounts.
The parties to the Agreement hereby agree that effective as of ___________,
2008, the Agreement is amended as follows:
1. FUND
References to "FAM Variable Series Funds, Inc." are hereby changed to "BlackRock
Variable Series Funds, Inc.," and "Fund" shall mean "BlackRock Variable Series
Funds, Inc."
2. UNDERWRITER
BlackRock Distributors, Inc., a broker-dealer registered with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, and a
member in good standing of the Financial Industry Regulatory Authority, Inc.,
will act as principal underwriter of the shares of the Fund under the Agreement.
References to "FAM Distributors, Inc." or "Distributor" shall mean "BlackRock
Distributors, Inc." Effective September 29, 2006 (the "Effective Date"),
BlackRock Distributors, Inc. assumed all of FAM Distributors' rights, duties and
obligations arising under the Agreement as of the Effective Date. Company hereby
expressly and absolutely releases FAM Distributors from all of its respective
duties and obligations arising under the Agreement on or after the Effective
Date.
3. In Article XI of the Agreement, the information for the Fund and Distributor
is hereby deleted and replace with the following:
If to BlackRock Distributors, Inc.:
BlackRock Distributors, Inc.
000 Xxxxx Xxxx
Xxxx xx Xxxxxxx, XX 00000
Attention: President
With a copy to:
Xxxx Xxxxxxx
Chief Legal Officer
BlackRock Distributors, Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
If to BlackRock Variable Series Funds, Inc.:
Xxxxxx Xxxxxxxx
General Counsel
BlackRock Variable Series Funds, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
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4. Section 12.12 of the Participation Agreement is deleted and replaced with the
following:
"12.12. This Agreement represents the entire agreement between the parties and
supersedes any prior Fund Participation Agreements entered into by the parties
hereto as well as any Fund Participation Agreements entered into between the
Fund, the Distributor and GE Life and Annuity Assurance Company (or their
respective predecessors) with respect to Shares."
5. Schedule 3 is deleted and replace with the following:
SCHEDULE 3
PORTFOLIOS OF BLACKROCK VARIABLE SERIES FUNDS, INC.
OFFERED TO ACCOUNTS OF GENWORTH LIFE AND ANNUITY INSURANCE COMPANY
BlackRock Basic Value V.I. Fund (formerly Mercury Basic Value V.I. Fund)
BlackRock Global Allocation V.I. Fund (formerly Mercury Global Allocation V.I.
Fund)
BlackRock Large Cap Growth V.I. Fund (formerly Mercury Large Cap Growth V.I.
Fund)
BlackRock Value Opportunities V.I. Fund (formerly Mercury Value Opportunities
V.I. Fund)
5. To the extent that provisions of the Agreement and this Amendment are in
conflict, the terms of this Amendment shall control. Except to the extent
amended by this Amendment, the Agreement shall remain unchanged and in full
force and effect, and is hereby ratified and confirmed in all respects as
amended hereby. Capitalized terms not defined in this Amendment shall have the
same meaning as those used in the Agreement.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in
their names and on their behalf by and through their duly authorized officers
signing below as of the day and year first above written.
GENWORTH LIFE AND ANNUITY INSURANCE BLACKROCK VARIABLE SERIES FUNDS, INC.
COMPANY
Signature:_________________ Signature:_________________
Name: _________________ Name: _________________
Title: _________________ Title: _________________
BLACKROCK DISTRIBUTORS, INC. FAM VARIABLE SERIES FUNDS, INC.
Signature:_________________ Signature:_________________
Name: _________________ Name: _________________
Title: _________________ Title: _________________
FAM DISTRIBUTORS, INC.
Signature:_________________
Name: _________________
Title: _________________
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