September 27, 2006 Jac J. Amerell Vice President and Controller First Colony Life Insurance Company

Exhibit 10.2

September 27, 2006

Xxx X. Xxxxxxx

Vice President and Controller

First Colony Life Insurance Company

000 Xxxx Xxxxxx

Xxxxxxxxx, XX 00000

Re: Reinsurance Agreement between Genworth Life and Annuity Insurance Company (“GLAIC”) and First Colony Life Insurance Company (“FCL”)

Dear Jac:

Pursuant to the discussions between the GLAIC and FCL, the parties agree to waive the 30 day prior notice period under Article 2.2 of the Reinsurance Agreement between them entered into on December 1, 2005 (the “Agreement”), in order for FCL to increase the Maximum Program Size (as that term is defined in the Agreement) from $2 billion to $3 billion. Accordingly, this increase of the Maximum Program Size will be effective as of September 25, 2006, which is the date upon which GLAIC received notice of this increase from FCL.

Kindly acknowledge FCL’s agreement to this waiver by signing where indicated below and returning a copy of this letter to me.

Very truly yours,

/s/ Xxxxxx X. Xxxxx

Xxxxxx X. Xxxxx

Senior Vice President, General Counsel & Secretary

cc: J. Xxxxx Xxxxxxxxxxxx

Xxxx X. Xxxxxxx

Xxxxxxxx Xxxx

Xxxxxx X. Xxxxxx

Xxxxxx X. Xxxxx-Xxxxx

Acknowledged and accepted on behalf of First Colony Life Insurance Company this 27th day of September, 2006

By:		/s/ Xxx X. Xxxxxxx
		Xxx X. Xxxxxxx
		Vice President and Controller