TRUST AGREEMENT Dated as of December 1, 2009 among UNION FIDELITY LIFE INSURANCE COMPANY, as Grantor GENWORTH LIFE INSURANCE COMPANY OF NEW YORK, as Beneficiary and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

Exhibit 10.24

TRUST AGREEMENT

Dated as of December 1, 2009

among

UNION FIDELITY LIFE INSURANCE COMPANY,

as Grantor

GENWORTH LIFE INSURANCE COMPANY OF NEW YORK,

as Beneficiary

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee

TABLE OF CONTENTS


SECTION		PAGE
1. Deposit of Assets to the Trust Account		2

2. Withdrawal of Assets from the Trust Account		3

3. Redemption, Investment and Substitution of Assets		3

4. The Income Account		4

5. Right to Vote Assets		4

6. Corporate Actions		4

7. Additional Rights and Duties of the Trustee		4

8. The Trustee’s Compensation, Expenses, etc.		6

9. Resignation or Removal of the Trustee		7

10. Termination of the Trust Account		7

11. Definitions		8

12. Governing Law		9

13. Successors and Assigns		9

14. Severability		9

15. Entire Agreement		9

16. Amendments		9

17. Notices, etc.		10

18. Headings		11

19. Counterparts		11

20. USA Patriot Act		11

21. Required Disclosure		11

22. Representations		11

Signature Page		12

EXHIBIT A - List of Assets Deposited in the Trust Account

EXHIBIT B - Specific Categories of Assets for Investments and Substitutions within the Trust Account

TRUST AGREEMENT

TRUST AGREEMENT, dated as of December 1, 2009 (the “Agreement”), shall be between and among Union Fidelity Life Insurance Company, an Illinois corporation (the “Grantor”), Genworth Life Insurance Company of New York, a New York corporation (the “Beneficiary”) and Deutsche Bank Trust Company Americas, a New York banking 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.”

WITNESSETH:

WHEREAS, the Grantor desires to transfer assets to the Trustee for deposit in a trust account (the “Trust Account”);

WHEREAS, the Trustee has agreed to act as Trustee hereunder, and to receive and hold such assets in a safe place in trust in the Trust Account for the sole use and benefit of the Beneficiary; and

WHEREAS, this Agreement shall not be subject to any conditions or qualifications outside of this Trust Agreement, is made for the sole use and benefit of the Beneficiary and for the purpose of setting forth the duties and powers of the Trustee with respect to the Trust Account.

NOW, THEREFORE, for and in consideration of the premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:

1. Deposit of Assets to the Trust Account.

(a)

The Grantor shall establish the Trust Account and the Trustee shall administer the Trust Account in its name as Trustee for the sole benefit of the Beneficiary. The Trust Account shall be subject to withdrawal by the Beneficiary solely as provided herein. The Trustee hereby accepts the Trust Account upon the terms set forth in this Trust Agreement.

(b)

The Grantor shall transfer to the Trustee, for deposit to the Trust Account, cash and Eligible Securities (as hereinafter defined), including the assets listed in Exhibit A hereto (all such assets, together with the proceeds thereof, all investments of such assets and proceeds in other assets, and all substitutions of such assets and proceeds for other assets, are herein referred to individually as an “Asset” and collectively as the “Assets”). The Assets shall consist only of cash (United States legal tender) and Eligible Securities (as hereinafter defined). All Assets shall be maintained by the Trustee in the Trust Account separate and distinct from all other assets on the books of the Trustee and in accordance with the terms of this Trust Agreement. In the event of any payment default as to any Asset in the Trust Account or in the event that any Asset is no longer an Eligible Security, the Grantor shall, within five (5) business days after receiving notice from the Trustee, or the Grantor having knowledge of such default or ineligibility, substitute other Assets which meet the requirements of an Eligible Security, and having a current fair market value equal to the impaired Assets.

(c)

The Grantor hereby represents and warrants that all Assets transferred by the Grantor to the Trustee for deposit to the Trust Account and all Assets invested and substituted at the direction of the Grantor hereunder (i) will be in such form that the Beneficiary whenever necessary may, and the Trustee upon direction by the Beneficiary will, negotiate any such Assets without consent or signature from the Grantor or any Person in accordance with the terms of this Agreement (ii) will consist only of cash and Eligible Securities, and (iii) that the Grantor has at the time of transfer into this Trust Account good and marketable title to the Assets to be so transferred and each Asset shall be at the time of transfer free and clear of all claims, liens, interests and encumbrances (other than those arising under this Trust Agreement).

(d)

Prior to depositing the Assets into the Trust Account, and from time to time thereafter as required, the Grantor shall execute assignments, endorsements in blank, or transfer legal title to the Trustee of all shares, obligations or other Assets requiring assignments, so that, to the extent, practicable, the Beneficiary whenever may, and the Trustee upon the direction by the Beneficiary will, negotiate any such assets without the consent or signature from the Grantor or any other person or entity. The Grantor shall give all notices and take all actions as the Trustee deems appropriate in order to cause payments due or that become due on any asset within the Trust Account to be paid to the Trustee. The Grantor shall not make or consent to any waiver, amendment or restriction on transfer with respect to any Asset in the Trust Account, in each case without the Beneficiary’s prior written consent.

2. Withdrawal of Assets from the Trust Account.

(a)

Without notice to or the consent of the Grantor, the Beneficiary shall have the right, at any time and from time to time, to withdraw Assets from the Trust Account, upon written notice to the Trustee (“Withdrawal Notice”). The Withdrawal Notice may designate a third party (the “Designee”) to whom Assets specified therein shall be delivered. The Beneficiary need present no statement or document in addition to a Withdrawal Notice in order to withdraw any Assets.

(b)	Upon receipt of a Withdrawal Notice, the Trustee shall immediately take any and all steps necessary to transfer the Assets specified in such Withdrawal Notice, and shall deliver such Assets to or for the account of the Beneficiary, or such Designee as specified in such Withdrawal Notice.

(c)

The Grantor may seek approval from the Beneficiary to withdraw Assets from the Trust Account. Upon approval of the Beneficiary, whose approval shall not be unreasonably withheld, the Beneficiary shall instruct the Trustee to transfer such Assets to the Grantor. Subject to paragraph (a) of this Section 2 and to Section 3 of this Agreement, in the absence of a Withdrawal Notice the Trustee shall allow no withdrawal or substitution of any Asset from the Trust Account.

3. Redemption, Investment and Substitution of Assets.

(a)	The Trustee shall surrender for payment all maturing Assets and all Assets called for redemption and deposit the principal amount of the proceeds of any such payment to the Trust Account.

(b)

The Beneficiary authorizes the Trustee to invest in, and accept substitutions of, Assets within the Trust Account that may, from time to time, be requested by Grantor or its designated investment advisor, provided that such investments and substitutions fall within the specific categories of investments described in Exhibit B hereto. The Trustee shall determine that the requested investments and substitutions are at least equal in market value to the Assets withdrawn prior to executing any such request by the Grantor.

(c)

All investments and substitutions of securities referred to in Sections 3(b), above, shall be in compliance with the relevant provisions of the New York Insurance Law, as set forth in the definition of “Eligible Securities” in Section 11 of this Agreement. Any instruction or order concerning such investments or substitutions of securities shall be referred to herein as an “Investment Order.” The Trustee shall execute Investment Orders and settle securities transactions by itself or by means of an agent or broker. The Trustee shall not be responsible for any act or omission, or for the solvency, of any such agent or broker,

(d)	When the Trustee is directed to deliver Assets against payment, delivery will be made in accordance with generally accepted market practice.

(e)	Any loss incurred from any investment pursuant to the terms of this Section 3 shall be borne exclusively by the Trust Account.

4. The Income Account.

The interest and dividends generated by the Assets in the Trust Account shall be the property of the Grantor, and shall be promptly forwarded to the Grantor upon receipt by the Trustee, paid to the Grantor’s Income Account (as defined herein), or credited to another account of the Grantor in accordance with written instructions provided from time to time by the Grantor to the Trustee. All such payments shall be posted and credited by the Trustee, subject to deduction of the Trustee’s compensation and expenses as provided in Section 8 of this Agreement, if any, in a separate account established in the name of the Grantor (the “Income Account”). This Income Account shall be maintained for the Grantor’s sole benefit at an office of the Trustee in New York City. Any interest or dividend automatically posted and credited on the payment date to the Income Account which is not subsequently received by the Trustee shall be reimbursed by the Grantor to the Trustee and the Trustee may debit the Income Account for this purpose.

5. Right to Vote Assets

The Trustee shall forward all annual stockholder reports and all proxies and proxy materials relating to all Assets in the Trust Account to the Grantor. The Grantor shall have the full and unqualified right to vote any Assets in the Trust Account. The Grantor agrees that it will warrant and defend the title of the Assets, and the interest of the Beneficiary and the Trustee herein against all claims of all persons.

6. Corporate Actions.

Whenever there are voluntary rights that may be exercised or alternate courses of action that may be taken by reason of the Grantor’s ownership of Eligible Securities, the Grantor or its designee shall be responsible for making any decisions relating thereto and for directing the Trustee to act. The Trustee shall notify the Grantor or its designee of rights or discretionary actions with respect to Eligible Securities as promptly as practicable under the circumstances, provided that the Trustee has actually received notice of such right or discretionary corporate action from the relevant depository, etc. Absent actual receipt of such notice, the Trustee shall have no liability for failing to so notify the Grantor or its designee. Absent the Trustee’s timely receipt of instructions, the Trustee shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Eligible Securities.

7. Additional Rights and Duties of the Trustee.

(a)	The Trustee shall notify the Grantor and the Beneficiary in writing within ten days following each deposit to, or withdrawal from, the Trust Account.

(b)

Before accepting any Asset for deposit to the Trust Account, the Trustee shall determine that such Asset is in such form that the Beneficiary whenever necessary may, or the Trustee upon direction by the Beneficiary will, negotiate such Asset without consent or signature from the Grantor or any Person other than the Trustee in accordance with the terms of this Agreement.

(c)

The Trustee may deposit any Assets in the Trust Account in a book-entry account maintained at the Federal Reserve Bank of New York or in depositories such as the Depository Trust Company and the Participants Trust Company. The Trustee shall have no liability whatsoever for the action or inaction of any depositary or for any losses resulting from the maintenance of Eligible Securities with a depositary. Assets may be held in the name of a nominee maintained by the Trustee or by any such depository.

(d)	The Trustee shall accept and open all mail directed to the Grantor or the Beneficiary in care of the Trustee.

(e)

The Trustee shall keep full and complete records of the administration of the Trust Account in accordance with all applicable law. The Trustee shall furnish to the Grantor and the Beneficiary a statement of all Assets in the Trust Account at the end of each calendar month, but in no event later than seven (7) business days after the month end, which shall include the market value of such Assets as of the end of the calendar month. The statement shall be provided in an electronic format reasonably accessible to the Company and the Grantor.

(f)

Upon the request of the Grantor or the Beneficiary, the Trustee shall promptly permit the Grantor or the Beneficiary, their respective agents, employees or independent auditors to examine, audit, excerpt, transcribe and copy, during the Trustee’s normal business hours, any books, documents, papers and records relating to the Trust Account or the Assets.

(g)

Unless otherwise provided in this Agreement, the Trustee is authorized to follow and rely upon all instructions given by officers of the Grantor or the Beneficiary and by attorneys-in-fact acting under written authority furnished to the Trustee by the Grantor or the Beneficiary, including, without limitation, instructions given by letter, facsimile transmission or electronic media, if the Trustee believes such instructions to be genuine and to have been signed, sent or presented by the proper party or parties. In the absence of negligence, the Trustee shall not incur any liability to anyone resulting from actions taken by the Trustee in reliance in good faith on such instructions. The Trustee shall not incur any liability in executing instructions from (i) any attorney-in-fact prior to receipt by it of notice of the revocation of the written authority of the attorney-in-fact, or (ii) any officer of the Grantor or Beneficiary.

(h)

The duties and obligations of the Trustee shall only be such as are specifically set forth in this Agreement, as it may from time to time be amended, and no implied duties or obligations shall be read into this Agreement against the Trustee. The Trustee shall not be liable except for its own negligence, willful misconduct or lack of good faith.

(i)	No provision of this Agreement shall require the Trustee to take any action which, in the Trustee’s reasonable judgment, would result in any violation of this Agreement or any provision of law.

(j)

Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee, be liable under or in connection with this Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Trustee, has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.

(k)

The Trustee shall not be responsible for the existence, genuineness or value of any of the Assets or for the validity, perfection, priority or enforceability of the liens in any of the Assets, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee, for the validity of title to the Assets, for insuring the Assets or for the payment of taxes, charges, assessments or liens upon the Assets.

(l)

The Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Trustee, including, but not limited to, any act or provision of any present or future law or regulation or governmental authority, any act of God or war or terrorism, accidents, labor disputes, loss or malfunction of utilities or computer software or hardware, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility.

(m)

The Trustee shall notify the Grantor and Beneficiary in writing of any payment default occurring as to any Assets within three (3) business days after Trustee receives notice of such default. In the event of a delinquency of a timely payment in regard to any of the Assets, the Trustee shall inform the Grantor and the Beneficiary immediately upon Trustee’s receipt of notice of such delinquency.

8. The Trustee’s Compensation, Expenses, etc.

(a)

The Grantor shall pay the Trustee, as compensation for its services under this Agreement, a fee computed at rates determined by the Trustee from time to time and communicated in writing to the Grantor. The Grantor shall pay or reimburse the Trustee for all of the Trustee’s expenses and disbursements in connection with its duties under this Agreement (including attorney’s fees and expenses), except any such expense or disbursement as may arise from the Trustee’s negligence, willful misconduct, or lack of good faith. The Trustee shall be entitled to deduct its compensation and expenses from payments of dividends, interest and other income in respect of the Assets held in the Trust Account and deposited into the Income Account as provided in Section 4 of this Agreement. The Grantor hereby indemnifies the Trustee for, and holds it harmless against, any loss, liability, costs or expenses (including attorney’s fees and expenses) incurred or made without negligence, willful misconduct or lack of good faith on the part of the Trustee, arising out of or in connection with the performance of its obligations in accordance with the provisions of this Agreement, including any loss, liability, costs or expenses arising out of or in connection with the status of the Trustee and its nominee as the holder of record of the Assets. The Grantor hereby acknowledges that the foregoing indemnities and Grantor payment and reimbursement obligations shall survive the resignation or discharge of the Trustee or the termination of this Agreement and hereby grants the Trustee a lien, right of set-off and security interest in the funds in the Income Account for the payment of any claim for compensation, reimbursement or indemnity hereunder.

(b)	No Assets shall be withdrawn from the Trust Account or used in any manner for paying compensation to, or reimbursement or indemnification of, the Trustee.

9. Resignation or Removal of the Trustee.

(a)

The Trustee may resign at any time by giving not less than 90 days’ written notice thereof to the Beneficiary and to the Grantor. The Trustee may be removed by the delivery of not less than 90 days’ written notice of removal to the Trustee, executed by both the Grantor and the Beneficiary. Such resignation or removal shall become effective on the appointment of a successor Trustee and the transfer to such successor Trustee of all Assets in the Trust Account in accordance with paragraph (b) of this Section 9.

(b)

Upon receipt by the proper Parties of the Trustee’s notice of resignation or a notice of removal, the Grantor and the Beneficiary shall appoint a successor Trustee. Any successor Trustee shall be a bank that is a member of the Federal Reserve System and a Qualified United States Financial Institution as specified by the Securities Valuation Office of the National Association of Insurance Commissioners or any successor organization or regulatory agency having similar duties, or chartered in the State of New York, and shall not be a Parent, a Subsidiary or an Affiliate of the Grantor or the Beneficiary. Upon the acceptance of the appointment as Trustee hereunder by a successor Trustee and the transfer to such successor Trustee of all Assets in the Trust Account, the resignation or removal of the Trustee shall become effective. Thereupon, such successor Trustee shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Trustee, and the resigning or removed Trustee shall be discharged from any future duties and obligations under this Agreement, but the resigning or removed Trustee shall continue after such resignation or removal to be entitled to the benefits of the indemnities provided herein for the Trustee.

10. Termination of the Trust Account.

(a)

The Trust Account and this Agreement, except for the indemnities provided herein, may be terminated only after (i) the Grantor or the Beneficiary has given the Trustee written notice of its intention to terminate the Trust Account (the “Notice of Intention”), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 10. The Notice of Intention shall specify the date on which the notifying Party intends the Trust Account to terminate (the “Proposed Date”).

(b)

Within three days following receipt by the Trustee of the Notice of Intention, the Trustee shall give written notification (the “Termination Notice”) to the Beneficiary, the Grantor and the New York Insurance Department of the date (the “Termination Date”) on which the Trust Account shall terminate. The Termination Date shall be (a) the Proposed Date if the Proposed Date is at least 30 days but no more than 45 days subsequent to the date the Termination Notice is given; (b) 30 days subsequent to the date the Termination Notice is given, if the Proposed Date is fewer than 30 days subsequent to the date the Termination Notice is given; or (c) 45 days subsequent to the date the Termination Notice is given, if the Proposed Date is more than 45 days subsequent to the date the Termination Notice is given.

(c)	On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to the Grantor any Assets remaining in the Trust Account, at which time all liability of the Trustee with respect to such Assets shall cease.

11. Definitions.

Except as the context shall otherwise require, the following terms shall have the following meanings for all purposes of this Agreement (the definitions to be applicable to both the singular and the plural forms of each term defined if both forms of such term are used in this Agreement):

The term “Affiliate” with respect to any corporation shall mean a corporation which directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such corporation.

The term “Beneficiary” shall include any successor of the Beneficiary by operation of law including, without limitation, any liquidator, rehabilitator, receiver or conservator.

The term “control” (including the related terms “controlled by” and “under common control with”) shall mean the ownership, directly or indirectly, of 10% or more of the voting securities of a corporation.

The term “Eligible Securities” shall mean and include certificates of deposit issued by a United States bank and payable in United States legal tender, including those issued by the Trustee, and securities, including securities issued by the Trustee, representing investments of the types specified in subsections (1), (2), (3), (8) and (10) of Section 1404(a) of the New York Insurance Law; provided, however, that no such securities shall have been issued by a Parent, a Subsidiary or an Affiliate of either the Grantor or the Beneficiary.

The term “Person” shall mean and include an individual, a corporation, a partnership, an association, a trust, an unincorporated organization or a government or political subdivision thereof.

The term “Parent” shall mean an institution that, directly or indirectly, controls another institution.

The term “Subsidiary” shall mean an institution controlled, directly or indirectly, by another institution.

12. Governing Law; Etc.

This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. Each Party hereby waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement Each Party consents to the jurisdiction of any state or federal court situated in New York City, New York in connection with any dispute arising hereunder. Each Party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The establishment and maintenance of the Trust Account, and all interests, duties and obligations with respect thereto, shall be governed by the laws of the State of New York.

Each of the Parties hereby submits to the personal jurisdiction of and each agrees that all proceedings relating hereto shall be brought in courts located within the City and State of New York or elsewhere as the Trustee may select.

13. Successors and Assigns.

This Agreement shall extend to and shall be binding upon the Parties hereto and their respective successors and assignees; provided, that without the prior written consent of the other Parties hereto, no Party may assign this Agreement or any of its rights or obligations hereunder, whether by merger, consolidation, sale of all or substantially all of its assets, liquidation, dissolution or otherwise, except as relates to a successor Trustee, expressly permitted by Section 9 of this Agreement.

14. Severability.

In the event that any provision of this Agreement shall be declared invalid or unenforceable by any regulatory body or court having jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining portions of this Agreement.

15. Entire Agreement.

This Agreement constitutes the entire agreement among the Parties, and there are no understandings or agreements, conditions or qualifications relative to this Agreement which are not fully expressed in this Agreement.

16. Amendments.

This Agreement may be modified or otherwise amended, and the observance of any term of this Agreement may be waived, if such modification, amendment or waiver is in writing and signed by the Parties.

17. Notices, etc.

Unless otherwise provided in this Agreement, all notices, directions, requests, demands, acknowledgments and other communications required or permitted to be given or made under the terms hereof shall be in writing and shall be deemed to have been duly given or made (a)(i) when delivered personally, (ii) when made or given by facsimile or other electronic media, or (iii) in the case of mail delivery, upon receipt by the addressee by use of a national overnight delivery service and (b) when addressed as follows:


		If to the Grantor:

				Union Fidelity Life Insurance Company 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000-0000 Attention: General Counsel Facsimile: (000) 000-0000

		If to the Beneficiary:

				Genworth Life Insurance Company of New York 0000 X. Xxxxx Xxxxxx Xxxxxxxx, Xxxxxxxx 00000 Attn: General Counsel Facsimile: (000) 000-0000

		If to the Trustee:

				Deutsche Bank Trust Company Americas 00 Xxxx Xxxxxx 00xx Xxxxx, XX: XXX00-0000 Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxxx Xxxxx Facsimile: (000) 000-0000

Each Party may from time to time designate a different address for notices, directions, requests, demands, acknowledgments and other communications by giving written notice of such change to the other Parties. All notices, directions, requests, demands, acknowledgments and other communications relating to the Beneficiary’s approval of the Grantor’s authorization to substitute Assets and to the termination of the Trust Account shall be in writing and may be made or given by prepaid telex, telegraph, telecopier, facsimile or electronic media.

18. Headings.

The headings of the Sections and the Table of Contents have been inserted for convenience of reference only and shall not be deemed to constitute a part of this Agreement.

19. Counterparts.

This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall constitute an original, but such counterparts together shall constitute but one and the same Agreement.

20. USA PATRIOT Act.

The Grantor and Beneficiary hereby acknowledges that the Trustee is subject to federal laws, including the Customer Identification Program (“CIP”) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which the Trustee must obtain, verify and record information that allows the Trustee to identify the Grantor and Beneficiary. Accordingly, prior to opening the Trust Account hereunder, the Trustee will ask the Grantor and Beneficiary to provide certain information including, but not limited to, the Grantor’s and Beneficiary’s name, physical address, tax identification number and other information that will help the Trustee to identify and verify the Grantor’s and Beneficiary’s identity such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information. Each of the Grantor and Beneficiary agrees that the Trustee cannot open the Trust Account hereunder unless and until the Trustee verifies the Grantor’s and Beneficiary’s identity in accordance with the Trustee’s CIP.

21. Required Disclosure.

The Trustee is authorized to supply any information regarding the Trust Account and related Assets that is required by any law, regulation or rule now or hereafter in effect. Each of the Grantor and the Beneficiary agrees to supply the Trustee with any required information if it is not otherwise reasonably available to the Trustee.

22. Representations.

Each Party represents and warrants to the others that it has full authority to enter into this Agreement upon the terms and conditions hereof and that the individual executing this Agreement on its behalf has the requisite authority to bind such Party to this Agreement, and that the Agreement constitutes a binding obligation of such Party enforceable in accordance with its terms.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and delivered by their respective officers thereunto duly authorized as of the date first above written.


UNION FIDELITY LIFE INSURANCE COMPANY, as Grantor

By:		/s/ Xxxxx X. Don
Name:		Xxxxx X. Don
Title:		Vice President



GENWORTH LIFE INSURANCE COMPANY OF NEW YORK, as Beneficiary

By:	/s/ Xxxxxx X. XxXxxx	/s/ Xxxx X. Xxxxxxx
Name:	Xxxxxx X. XxXxxx	Xxxx X. Xxxxxxx
Title:	Assistant Treasurer	Treasurer



DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Vice President

By:		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx
Title:		Assistant Vice President

EXHIBIT A

List of Assets Deposited in the Trust Account

(Market Value as of December 31, 2009)


Fund	CUSIP	Security Name	Market Value
BGES	000000XX0	OHANA MILITARY COM LLC	1,300,455
BGES	000000XX0	GENENTECH INC	9,591,824
BGES	000000XX0	WAL MART STORES INC	3,873,346
BGES	000000XX0	CATERPILLAR INC	8,639,862
BGES	000000XX0	DOVER CORP	7,786,393
BGES	000000XX0	MUTUAL OMAHA INS CO	2,520,750
BGES	000000XX0	PEPSICO CAP RES INC	1,308,125
BGES	000000XX0	ALLSTATE CORP	11,056,635
BGES	000000XX0	XXXXX XXXXXX INC	5,708,228
BGES	00000XXX0	CPC INTL INC MTN BE	15,891,200
BGES	000000XX0	COCA COLA CO	1,713,945
BGES	000000XX0	PROGRESSIVE CORP OH	16,627,461
BGES	000000XX0	CATERPILLAR INC	2,336,973
BGES	00000XXX0	VERIZON GLOBAL FDG CORP	1,172,870
BGES	000000XX0	PEPSICO CAP RES INC	210,947
BGES	00000XXX0	VERIZON GLOBAL FDG CORP	2,425,227
BGES	000000XX0	FLORIDA PWR + LT CO	4,999,253
BGES	00000XXX0	LB UBS COML MTG TR	5,065,280
BGES	000000XX0	LOCKHEED XXXXXX CORP	11,762,629
BGES	00000XXX0	X X XXXXXX XXXXX COML MTG SECS	8,641,403
BGES	00000XXX0	XXXXX XXXXXX COS INC	3,385,366
BGES	000000XX0	BANC ONE CORP	2,383,441
BGES	000000XX0	ENRON OIL + GAS CO	7,378,910
BGES	000000XX0	RAYTHEON CO	27,804,352
BGES	000000XX0	SIMON PPTY GROUP LP	1,070,350
BGES	000000XX0	GEORGIA PWR CO	1,051,300
BGES	00000XXX0	NEW YORK LIFE INS CO	10,589,545
BGES	000000XX0	ROCHESTER GAS + ELEC CORP	4,036,200
BGES	00000XXX0	XXXXX XXXXXX COS INC	914,841
BGES	000000XX0	WYETH	5,519,706
BGES	00000XXX0	SBC COMMUNICATIONS INC	4,936,492
BGES	000000XX0	BELLSOUTH CORP	4,904,230
BGES	000000XX0	HONEYWELL INTL INC	1,532,693
BGES	000000XX0	ALLSTATE CORP	8,051,480
BGES	00000XXX0	XXxX XXX XX XX	4,700,000
BGES	000000XX0	XXXXXXX INC	13,401,990
BGES	00000XXX0	DUKE ENERGY CAROLINAS LLC	8,418,107
BGES	00000XXX0	NORTHERN TRUST CO BANK MTN	11,195,212

Page 1 of 8


BGES	000000X00	SAN ANTONIO TEX ELEC + GAS	12,544,375
BGES	00000XXX0	PORT AUTH N Y + N J	8,481,130
BGES	000000XX0	OGLETHORPE POWER CORP	6,998,717
BGES	00000XXX0	XXXXXX XXXXXXX XXXX XXXXXX CAP	88,510
BGES	000000XX0	BRISTOL XXXXX SQUIBB CO	11,143,060
BGES	000000XX0	CPC INTL INC	11,729,821
BGES	000000XX0	CHESAPEAKE + POTOMAC TEL CO VA	5,338,150
BGES	000000XX0	CITIGROUP INC	5,149,705
BGES	000000XX0	ILLINOIS CENT RR CO	5,149,600
BGES	000000XX0	XXXXX XXX + CO	3,454,712
BGES	000000XX0	PACIFIC MUTUAL	1,338,806
BGES	000000XX0	XXXXXXXXXX INS CO AMER	846,648
BGES	000000XX0	UNITED TECHNOLOGIES CORP	2,633,505
BGES	00000XXX0	XXXXXX XXXX CO NEW MTN BOOK	4,503,388
BGES	000000XX0	NORTHERN IL GAS CO	2,149,940
BGES	000000XX0	OAKLAND CALIF PENSION OBLIG	1,726,697
BGES	000000XX0	PROCTER + XXXXXX CO	2,556,916
BGES	000000XX0	UNITED TECHNOLOGIES CORP	21,316,748
BGES	000000XX0	SAN DIEGO GAS + ELEC CO	2,193,145
BGES	000000XX0	XXXXX XXX + CO	1,985,744
BGES	00000XXX0	X X XXXXXX XXXXX COML MTG SECS	13,276,214
BGES	000000XX0	XXXXXXXX XXXXX CORP	86,305,636
BGES	000000X00	TEXAS ST	10,006,200
BGES	000000XX0	MEDTRONIC INC	27,129,355
BGES	000000X00	NEW JERSEY ST TPK AUTH TPK REV	40,544,922
BGES	000000XX0	PEPSICO CAP RES INC	2,005,153
BGES	000000XX0	APACHE CORP	6,071,750
BGES	000000XX0	CATERPILLAR INC	20,329,913
BGES	000000XX0	XXXXX CORP	898,253
BGES	000000XX0	SEARIVER MARITIME FINL HLDGS	29,116,693
BGES	00000XXX0	IDAHO PWR CO SECD MTN BOOK	472,105
BGES	000000XX0	WACHOVIA BK COML MTG TR	3,488,829
BGES	000000XX0	AMERITECH CAP FDG CORP	1,926,173
BGES	000000XX0	ASSOCIATES CORP NORTH AMER	5,165,478
BGES	000000XX0	CITIGROUP INC	937,536
BGES	000000XX0	COMERICA BK DETROIT	4,396,450
BGES	000000XX0	DIAGEO INVESTMENT CORP	12,218,530
BGES	000000XX0	RAYTHEON CO	2,266,394
BGES	000000XX0	CITIGROUP INC	4,179,667
BGES	00000XXX0	LB UBS COML MTG TR	7,057,319
BGES	00000XXX0	NORTHWEST NAT GAS CO SECD	23,453,400
BGES	00000XXX0	BB+T CAP TR I	823,876
BGES	000000XX0	LOWES COMPANIES INC	2,958,771
BGES	000000XX0	WYETH	10,334,180
BGES	000000XX0	SOUTHERN CA EDISON CO	8,678,420
BGES	000000XX0	AMGEN INC	10,783,064
BGES	00000XXX0	CONOCOPHILLIPS	7,419,122

Page 2 of 8


BGES	000000XX0	CHICAGO ILL MET WTR RECLAMATIO	22,412,925
BGES	000000XX0	APACHE CORP	8,689,660
BGES	000000XX0	APACHE CORP	5,300,473
BGES	000000XX0	BECTON XXXXXXXXX + CO	2,198,658
XXXX	000000XX0	XXXXXXXXXXXX LIFE INS CO	3,799,473
BGES	000000XX0	NATIONAL CITY CORP	20,759,796
BGES	0000XXXX0	SOUTHTRUST BK BIRMINGHAM AL	1,073,890
BGES	000000XX0	U S BANCORP ORE	3,251,790
BGES	000000XX0	UNITED TECHNOLOGIES CORP	1,465,343
BGES	00000XXX0	PUBLIC SVC ELEC GAS CO	2,838,633
BGES	000000XX0	XXXXXX XXXXXXX MIDLAND CO	3,840,606
BGES	000000XX0	CONSOLIDATED EDISON CO NY INC	2,026,525
BGES	000000XX0	GEORGIA PWR CO	2,516,889
BGES	00000XXX0	DUKE ENERGY CAROLINAS LLC	3,143,557
BGES	00000XXX0	ORACLE CORP	10,906,262
BGES	000000XX0	PACIFIC GAS + ELEC CO	12,199,582
BGES	000000X00	UNIVERSITY N C UNIV REVS	4,727,350
BGES	000000XX0	BNP PARIBAS CAP TR	2,940,000
BGES	000000XX0	BAYER CORP	4,786,850
BGES	000000XX0	CONNECTICUT LT + PWR CO	3,171,223
BGES	000000XX0	DOVER CORP	2,244,120
BGES	000000XX0	GTE CORP	5,124,399
BGES	000000XX0	METROPOLITAN LIFE INS CO	1,097,370
BGES	000000XX0	XXXXX XXXXXXXXX GROUP L P	2,124,280
BGES	000000XX0	SOUTHERN CA EDISON CO	5,481,889
BGES	00000XXX0	WASHINGTON GAS LT CO MTN	2,095,400
BGES	000000XX0	OHANA MILITARY CMNTYS LLC	4,939,452
BGES	0000X0XX0	HSBC BK USA	4,825,185
BGES	000000XX0	CITIGROUP INC	1,740,791
BGES	000000XX0	ALLSTATE CORP	4,181,372
BGES	000000XX0	SYSCO CORP 4 2	4,927,133
BGES	0000X0XX0	HSBC BK USA NA GLOBAL MTN	8,392,958
BGES	000000XX0	MERCK + CO INC	10,419,002
BGES	000000XX0	CONNECTICUT LT + PWR CO	1,844,881
BGES	000000XX0	XXXXXX INTL INC	1,109,590
BGES	000000XX0	XXXXXX XXXXXX CORP	1,032,720
BGES	00000XXX0	FINANCING CORP PRINC FICO STRP	7,717,388
BGES	00000XXX0	FIRST UN NATL BK NC CHARLOTTE	2,064,200
BGES	000000XX0	MERCK + CO INC	556,719
BGES	000000XX0	PUBLIC SVC CO N C INC	28,104,250
BGES	000000XX0	NEW VY GENERATION IV	1,772,826
BGES	000000XX0	LACLEDE GAS CO	11,428,975
BGES	000000XX0	POTOMAC ELEC PWR CO	467,205
BGES	000000XX0	NORTHERN STS PWR CO MN	2,857,898
BGES	000000XX0	SAN DIEGO G + E	10,572,044
BGES	00000XXX0	SETS TRUST NO 1999 5	13,186,916
BGES	00000X0X0	XXXXXX XXX	25,837,500

Page 3 of 8


BGES	000000XX0	XXXXXXX XXXX XX XXX PC GTD	1,009,881
BGES	00000XXX0	FEDERAL NATL MTG ASSN GTD	321,044
BGES	000000XX0	XXXXXXX XXXX XX XXX PC GTD	70,321
BGEU	00000XX00	CREDIT SUISSE FIRST BOSTON MTG	2,498,090
BGEU	000000XX0	FIRST UNION CAPITAL I	9,900,000
BGEU	00000XXX0	XXXXXX XXXXXXX XXXX XXXXXX	458,918
BGEU	00000XXX0	CITIGROUP	2,230,370
BGEU	00000XXX0	PPL ELEC UTILS CORP	17,109,913
BGEU	00000X0X0	CREDIT SUISSE FIRST BOSTON MTG	19,703,683
BGEU	000000XX0	FROST NATL BK SAN ANTONIO TX	1,975,380
BGEU	00000XXX0	X X XXXXXX XXXXX COML MTG SECS	216,051
BGEU	00000XXX0	GS MTG SECS CORP	4,368,355
BGEU	000000XX0	JPMMT 2005 A4 3A3	11,385,694
BGEU	000000XX0	FIRST UN NATL BK BK OF AMER NA	18,743,707
BGEU	00000XXX0	KEYSPAN GAS EAST CORP MTN	1,005,210
BGEU	000000XX0	WACHOVIA BK COML MTG TR	307,695
BGEU	00000XX00	FEDERAL NATL MTG ASSN REMIC	2,842,285
BGEU	00000X0X0	STRUCTURED ASSET SECS CORP	359,015
BGEU	00000XXX0	XXXXXXXXXX XXX TR	3,909,594
BGEU	00000XXX0	PRAXAIR INC	6,023,175
BGEU	000000XX0	DELMARVA PWR + LT CO	11,069,179
BGEU	000000XX0	PROCTER + XXXXXX CO	5,355,432
XXXX	00000XXX0	XX XXXXXX XXXXX COML MTG SECS	7,758,068
BGEU	000000XX0	MADISON GAS + ELEC CO	74,115
BGEU	000000XX0	MERCK + CO INC	3,053,028
BGEU	000000XX0	XXXXX FARGO MTG BACKED SECS	608,984
BGEU	00000XXX0	X X XXXXXX XXXXX COML MTG SECS	1,000,822
BGEU	000000XX0	PECO ENERGY CO	21,686,270
BGEU	00000XXX0	BAAT 2009 3A A4	4,967,563
BGEU	00000XXX0	BAFC 2004 C 2A1	18,999,025
BGEU	00000XXX0	U S BK NATL ASSN MINNEAPOLIS	5,353,321
BGEU	000000XX0	CONSUMERS FDG LLC	1,736,051
BGEU	00000XXX0	XXXXXXX XXXXX MORTGAGE TRUST	1,593,896
BGEU	000000XX0	WISCONSIN PUB SVC CORP	11,000,300
BGEU	00000XXX0	XXXXX 0000 DFMA B	3,361,390
BGEU	000000XX0	UNITED TECHNOLOGIES CORP	2,110,920
BGEU	00000XXX0	XXXXXXXXXX COML MTG TR	173,639
BGEU	000000XX0	GREENWICH CAP COML FDG CORP	2,106,431
BGEU	00000XXX0	FNMA GRANTOR TRUST	4,378,166
BGEU	000000XX0	SOUTHERN CA EDISON CO	11,373,811
BGEU	00000XXX0	PIEDMONT NATL GAS INC	4,223,520
BGEU	000000XX0	PACIFIC GAS + ELEC CO	11,092,037
BGEU	00000XXX0	NOVARTIS CAP CORP	31,234,488
BGEU	0000000X0	FAIRFAX CNTY VA	13,068,603
BGEU	00000XXX0	HAROT 2009 3 A4	7,012,711
BGEU	000000XX0	UNILEVER CAPITAL	12,513,600

Page 4 of 8


BGEU	000000XX0	UNITED TECHNOLOGIES CORP	2,116,725
BGEU	000000XX0	SOUTHERN CA GAS CO	5,361,300
BGEU	000000XX0	WACHOVIA BK COML MTG TR	2,892,073
BGEU	00000XXX0	XXXXXX XXXXXXX CAP I INC	1,823,513
BGEU	00000XXX0	X X XXXXXX CHASE COML MTG SECS	7,381,297
BGEU	00000XXX0	NEW YORK LIFE GLOBAL FDG	26,312,750
BGEU	00000XXX0	XXXX GLOBAL MKTS INC MTN	10,717,800
BGEU	000000XX0	PENNSYLVANIA ST TPK COMMN TPK	17,243,950
BGEU	000000X00	WANU 2002 S8 2B2	1,326,912
BGEU	00000X0X0	GOVERNMENT NATL MTG ASSN	10,492,417
BGEU	00000XXX0	GOVERNMENT NATL MTG ASSN GTD	10,183,484
BGEU	0000X0X00	FEDERAL HOME LN MTG PC GTD	732,340
BGEU	00000XXX0	GOVERNMENT NATL MTG ASSN	443,222
XXXX	00000XXX0	XXX PARIBAS US MTN	7,975,575
BGEV	000000XX0	PROCTER + XXXXXX CO	255,692
BGEV	000000XX0	XXXXX FARGO + CO NEW	3,706,473
BGEV	000000XX0	XXXXXX XXXXXXX MIDLAND CO	4,800,757
BGEV	000000XX0	MIDAMERICAN ENERGY CO	9,865,798
BGEV	000000XX0	HONEYWELL INTL INC	4,393,721
BGEV	000000XX0	XXXXX XXX + CO	3,723,269
BGEV	00000XXX0	WACHOVIA BK COML MTG TR	14,729,599
BGEV	00000XXX0	NSTAR ELEC CO	4,238,000
XXXX	00000XXX0	XXXX ENERGY CAROLINAS LLC	8,150,817
BGEV	000000XX0	XXXXXXX + XXXXXX CO	15,412,929
BGEV	000000XX0	PENNSYLVANIA ST TPK COMMN TPK	8,114,800
BGEV	000000XX0	CHEVRON CORP	18,210,950
XXXX	00000XXX0	EMORY UNIVERSITY	10,742,867
XXXX	00000XXX0	XXXXXXXXXXXX TRANSN AUTH N Y D	5,857,236
BGEV	000000XX0	BAYER CORP	957,370
BGEV	000000XX0	CATERPILLAR INC	15,975,717
BGEV	000000XX0	COCA COLA CO	3,999,205
BGEV	000000XX0	DIAGEO INVESTMENT CORP	7,862,624
BGEV	000000XX0	MERCK + CO INC	8,859,495
BGEV	000000XX0	MICHIGAN XXXX TEL CO	6,219,640
BGEV	000000XX0	NORTHERN STS PWR CO MN	4,718,362
BGEV	000000XX0	SYSCO CORP	623,966
BGEV	000000XX0	ALABAMA PWR CO	1,948,900
BGEV	00000XXX0	NEW YORK LIFE INS CO	6,906,225
BGEV	000000XX0	LOWES COMPANIES INC	7,396,927
BGEV	00000XXX0	BEAR XXXXXXX COML MTG SECS TR	8,491,190
BGEV	00000XX00	XXXXXXXXXXX XX	7,756,441
BGEV	000000XX0	DETROIT EDISON CO	5,253,663
BGEV	000000XX0	OKLAHOMA GAS + ELEC CO	12,942,684
BGEV	000000XX0	POTOMAC ELEC PWR CO	14,167,675
BGEV	000000XX0	TEACHERS INSUR + ANNUITY	15,486,150
BGEV	000000XX0	BOEING CO	1,254,860

Page 5 of 8


BGEV	000000XX0	XXXXXXX + XXXXXXX	1,152,975
BGEV	000000XX0	MERCK + CO INC	1,113,439
BGEV	000000XX0	WISCONSIN ELEC PWR CO	3,199,920
BGEV	000000XX0	PACIFICORP	4,963,194
BGEV	000000XX0	CITIGROUP INC	5,001,595
BGEV	000000XX0	PROGRESSIVE CORP OH	5,023,544
BGEV	000000XX0	UNION ELEC CO	2,182,950
XXXX	000000XX0	XXXXXXXX CORP	6,105,753
BGEV	000000XX0	SYSCO CORP 4 2	1,478,140
BGEV	000000XX0	DETROIT EDISON CO	2,368,750
BGEV	000000XX0	XXXXXXX + XXXXXXX	21,492,512
BGEV	000000XX0	ROCKWELL AUTOMATION INC	6,209,375
BGEV	000000XX0	PUBLIC SVC CO COLO	1,119,678
BGEV	00000XXX0	DUKE UNIV	23,703,135
BGEV	000000XX0	HALLIBURTON CO	9,513,880
BGEV	000000XX0	MERCK AND CO INC	7,407,876
BGEV	000000XX0	RAYTHEON CO	2,266,394
XXXX	0000XXXX0	SOUTHTRUST BK BIRMINGHAM AL	1,073,890
BGEV	00000XXX0	CONOCOPHILLIPS	2,562,884
BGEV	0000000X0	NEWARK N J	359,391
BGEV	000000XX0	ROCHESTER GAS + ELEC CORP	4,036,200
BGEV	000000XX0	CONSOLIDATED EDISON CO NY INC	4,966,750
XXXX	00000XXX0	METLIFE INC	4,243,858
BGEV	000000XX0	DETROIT EDISON CO	3,993,674
BGEV	000000XX0	VIRGINIA ELEC + PWR CO	12,917,731
BGEV	000000XX0	DETROIT EDISON CO	2,192,553
BGEV	000000XX0	BANC AMER COML MTG TR 2007 3	8,221,772
BGEV	00000XXX0	LB UBS MTG TR	2,417,568
BGEV	00000XXX0	ACE INA HLDG INC	6,908,558
BGEV	00000XXX0	MONSANTO CO NEW	10,473,871
BGEV	00000XXX0	PARKER HANNIFIN CORP MEDIUM	5,277,219
BGEV	00000XXX0	EOG RES INC	3,681,806
BGEV	00000XXX0	TRUSTEES OF PRINCETON UNIV	7,044,381
XXXX	000000XX0	XXXXX ST	59,775,970
BGEV	000000X00	UNIVERSITY N C UNIV REVS	7,091,025
BGEV	000000XX0	FORT EUSTIS/STORY HOUSE	5,951,400
XXXX	00000XXX0	XXX AMRO BANK	1,917,901
XXXX	000000XX0	XXXXX INC	1,936,760
BGEV	000000XX0	XXXXX XXXXXX INC	3,310,772
BGEV	000000XX0	CATERPILLAR INC.	8,371,141
XXXX	000000XX0	XXXXXXX + XXXXXX PROFIT	2,502,448
BGEV	00000XXX0	TARGET CORP	5,338,114
BGEV	000000XX0	BELLSOUTH TELECOMMUNICATIONS	2,107,390
BGEV	000000XX0	BRISTOL XXXXX SQUIBB CO	5,970,466
BGEV	000000XX0	XXXXXXX INC	2,278,360
BGEV	000000XX0	NATIONWIDE MUT INS CO	2,882,580
BGEV	000000XX0	SOUTHERN CA GAS CO	3,721,349

Page 6 of 8


BGEV	0000X0XX0	HSBC BK USA	7,237,777
BGEV	000000XX0	HONEYWELL INTL INC	2,299,861
BGEV	000000XX0	VIRGINIA ELEC + PWR CO	10,340,926
BGEV	000000XX0	BANC AMER COML MTG TR 2007 2	16,017,596
XXXX	00000XXX0	XXXX ENERGY CAROLINAS LLC	5,239,261
BGEV	000000XX0 .	SOUTHERN CA EDISON CO	4,531,725
XXXX	000000XX0	XXXX ENERGY IND !NC	5,492,832
BGEV	00000XXX0	MCDONALDS CORP MEDIUM TERM NTS	20,949,648
BGEV	00000XXX0	TRUSTEES OF PRINCETON UNIV	4,289,741
BGEV	000000XX0	XXXXXX LABS	2,105,127
BGEV	000000XX0	SOUTHERN CA EDISON CO	27,667,716
XXXX	00000XXX0	XXXXXX XXXXXXXX JR UNIV CA MTN	5,388,530
BGEV	000000XX0	XXXXX XXX + CO	4,606,282
XXXX	000000XX0	XXXXXXXXX MUTUAL LIFE INS CO	3,201,924
BGEV	000000XX0	NORTHERN IL GAS CO	2,149,940
BGEV	00000X0X0	FINANCING CORP CPN FICO STRIPS	17,596,380
BGEV	00000XXX0	XXXXXXX SACHS GROUP INC	4,680,588
BGEV	000000XX0	POTOMAC ELEC PWR CO	2,195,864
BGEV	00000XXX0	NSTAR ELEC CO	10,352,859
BGEV	00000XXX0	IDAHO PWR CO SECD MEDIUM TERM	2,601,050
BGEV	00000XXX0	DUKE ENERGY CAROLINAS LLC	6,555,192
XXXX	000000XX0	XXXXX INC	10,783,064
XXXX	000000XX0	XXXXXXX PWR CORP	5,451,931
BGEV	000000XX0	PRESIDENT FELLOWS HARVARD COLL	16,525,650
BGEV	000000XX0	XXXXXXXX SOUP CO	9,814,202
BGEV	000000XX0	OGLETHORPE POWER CORP	7,998,533
BGEV	000000XX0	XXXXXXXX SOUP CO	13,967,780
BGEV	000000XX0	XXXXX CORP	1,616,855
XXXX	00000XXX0	FIRST UNION CAPITAL II	490,000
BGEV	000000XX0	CITIGROUP INC	8,359,335
XXXX	000000XX0	XXX XXXX XXXXXX XXXX CALIF	3,973,858
BGEV	000000XX0	ANZ CAP TR I	3,000,120
BGEV	000000XX0	PROCTER + XXXXXX CO	797,901
BGEV	000000XX0	UNITED TECHNOLOGIES CORP	244,224
BGEV	000000XX0	FLORIDA PWR + LT CO	3,124,533
BGEV	000000XX0	CONSOLIDATED EDISON CO NY INC	15,910,016
BGEV	000000XX0	PECO ENERGY CO REO AS EXELON	5,204,692
BGEV	00000XXX0	XXXXX XXXXXX COS INC	2,539,025
BGEV	00000X0X0	GENERAL ELEC CAP CORP	39,188,297
XXXX	000000XX0	XXXXX INC	8,054,314
BGEV	000000XX0	TRUSTEES AMHERST COLLEGE	15,708,150
BGEV	000000XX0	CORNELL UNIVERSITY	15,925,012
BGEV	000000XX0	NEW JERSEY ECONOMIC DEV AUTH S	35,967,150
BGEV	000000XX0	COLONIAL PIPELINE CO	1,577,940
BGEV	000000XX0	XXXXXXXXXXXXX MUT LIFE INS CO	5,087,400
BGEV	000000XX0	WYETH	11,922,564
BGEV	000000XX0	CAROLINA PWR + LT CO	6,207,188

Page 7 of 8


BGEV	00000XXX0	CBC INS REV SECURITIZATION LLC		2,972,425
XXXX	00000XXX0	METLIFE INC		6,125,924
BGEV	000000XX0	GENENTECH INC		2,877,547
BGEV	0000X0XX0	HSBC BK USA NA GLOBAL MTN		2,797,653
BGEV	000000XX0	AMERICAN INTL GROUP INC		8,268,750
BGEV	000000XX0	BRISTOL XXXXX SQUIBB CO		5,239,065
BGEV	000000XX0	CONNECTICUT LT + PWR CO		6,291,500
BGEV	00000XXX0	GOVERNMENT NATL MTG ASSN GTD		11,647,521
BGEV	00000X0X0	GOVERNMENT NATL MTG ASSN		3,996,027
BGEV	00000X0X0	GNR 2003 73 Z		2,871,852
XXXX	00000XXX0	XXXXXXX XXXX XX XXX CORP		4,632,217
BGEV	00000XXX0	GNR 2003 96 Z		1,993,564
BGEV	00000XXX0	RESOLUTION FDG CORP PRINC STRP		60,262,000
BGEV	00000XXX0	FNR 2005 83 AZ		14,305,759

		Total:	$	2,482,100,042

Page 8 of 8

EXHIBIT B

Specific Categories of Assets for Investments and Substitutions - Trust Account

The following specific categories of investments, as provided and defined in NY CLS Ins § 1404, shall be used for investments and/or substitutions of Assets with the Trust Account, pursuant to Section 3(b) of the Trust Agreement:

1. Government Obligations, as are more specifically described in NY CLS Ins § 1404(a)(1);

2. Obligations of American Institutions, as are more specifically described in NY CLS Ins § 1404(a)(2);

3. Preferred or Guaranteed Shares of American Institutions, as are more specifically described in NY CLS Ins § 1404(a)(3);

4. Equity Interests, as are more specifically described in NY CLS Ins § 1404(a)(8);

5. Investment Companies, as are more specifically described in NY CLS Ins § 1404(a)(10) provided that, any money market funds used for investments of cash/assets must be NAIC approved and rated AAAm by Standard & Poor’s and Aaa by Xxxxx’x ; and

6. Any other specific categories of investments that may, at some time in the future, be authorized pursuant to NY CLS Ins

§ 1404, or any other relevant regulation or statute.

Any amendments to NY CLS Ins § 1404, or any other relevant regulation or statute, which reduces or eliminates any specific categories of Assets available for investment and/or substitution within the Trust Account shall automatically be incorporated into this Exhibit B.

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TRUST AGREEMENT Dated as of December 1, 2009 among UNION FIDELITY LIFE INSURANCE COMPANY, as Grantor GENWORTH LIFE INSURANCE COMPANY OF NEW YORK, as Beneficiary and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

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