FIRST AMENDMENT TO AMENDED AND RESTATED
PARTICIPATION AGREEMENT
This AMENDMENT ("Amendment") is made and entered into as of the 12th day of
December 2007 by and among GENWORTH LIFE AND ANNUITY INSURANCE COMPANY (the
"Company"), a Virginia corporation; and each of the VARIABLE INSURANCE PRODUCT
FUND, VARIABLE INSURANCE PRODUCT FUND II, VARIABLE INSURANCE PRODUCT FUND III,
VARIABLE INSURANCE PRODUCT FUND IV and VARIABLE INSURANCE PRODUCT FUND V, each
an unincorporated business trust organized under the laws of the Commonwealth of
Massachusetts (each, a "Fund").
WHEREAS, the Company, on its behalf and on behalf of each Account, the
Underwriter and the Fund are parties to an Amended and Restated Participation
Agreement dated as of December 12, 2007 (the "Agreement");
WHEREAS, the parties wish to amend certain provisions of the Agreement as
set forth herein; and
WHERAS, capitalized terms used, but not defined, in this Amendment have the
meanings assigned to such terms in the Agreement.
NOW THEREFORE, the parties hereby agree as follows:
1. Section 1.6 of the Agreement is hereby deleted in its entirety and replaced
with the following:
"The Company agrees that purchases and redemptions of Portfolio shares
offered by the then current prospectus of the Fund shall be made in
accordance with the provisions of such prospectus."
2. Section 1.10 of the Agreement is hereby deleted in its entirety and replaced
with the following:
"1.10. The Fund shall make the net asset value per share for each Portfolio
available to the Company on a daily basis as soon as reasonably practical
after the net asset value per share is calculated and shall use its best
efforts to make such net asset value per share available by 6:30 p.m.
Boston time."
3. Section 1.12 C (b) is hereby deleted in its entirety.
4. Section 1.12 D is hereby deleted in its entirety.
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5. The first sentence of Section 2.11 of the Agreement is hereby deleted in its
entirety and replaced with the following:
"The Company represents and warrants that all of its officers and
employees, dealing with the money and/or securities of the Fund are covered
by a blanket fidelity bond or similar coverage for the benefit of the Fund,
and that said bond is issued by a reputable bonding company, includes
coverage for larceny and embezzlement, and is in an amount not less than
the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act
or related provisions as may be promulgated from time to time."
6. Section 10.1 (a) is hereby deleted in its entirety and replaced with the
following: added to the Participation Agreement:
"termination by any party for any reason by one hundred and eighty (180)
days advance written notice delivered to the other parties; or"
7. Section 10.1 (h) is hereby terminated in its entirety.
8. Section 10.4 is hereby deleted in its entirety and replaced with the
following:
"The Company shall not redeem Fund shares attributable to the Contracts (as
opposed to Fund shares attributable to the Company's assets held in the
Accounts) except as permitted by state and/or federal laws, regulations or
other legal precedent of general application."
9. Section 12.9 is hereby amended by adding the following to the end of the
first sentence:
"The Company shall provide the reports described in this section only to
the extent they are publicly available. The Company shall be under no
obligation to provide any such reports that contain privileged,
confidential or non-public information."
10. Section 12.9 (c) is hereby deleted in its entirety.
Except as specifically set out in this Amendment, the parties do not intend to
modify or change in any way the provisions of the Participation Agreement. This
Amendment shall be in effective at the same time as the Participation Agreement.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and on its behalf by its duly authorized representative
this 12th day of December 2007.
GENWORTH LIFE AND ANNUITY INSURANCE COMPANY
By:
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Name: Xxxxxxx Xxxxxx
Title: Vice President and Associate General Counsel
VARIABLE INSURANCE PRODUCTS FUND,
VARIABLE INSURANCE PRODUCTS FUND II
VARIABLE INSURANCE PRODUCTS FUND III
VARIABLE INSURANCE PRODUCTS FUND IV and
VARIABLE INSURANCE PRODUCTS FUND V
By:
-------------------------------------------------
Name: Xxxxxxxxx Xxxxxxxxxx
Their: Senior Vice President & Treasurer
FIDELITY DISTRIBUTORS CORPORATION
By:
-------------------------------------------------
Name: Xxxx Xxxxxxxx
Title:Executive Vice President
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