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 00/xx/ 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
Company BlackRock Variable Series Funds, Inc.
----------------------------------- -------------------------------------
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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