0001193125-08-041682 Sample Contracts

GROUP GUARANTEED INCOME ANNUITY CONTRACT
Genworth Life & Annuity Insurance Co • February 28th, 2008 • Life insurance

Please read this Contract carefully. This group guaranteed income annuity Contract is a legal annuity Contract between the Contract Owner and Genworth Life and Annuity Insurance Company (the “Company”, “we”, “us” or “our”). We have issued this Contract in consideration of the application. We agree to make income payments to Certificate Owners or their named Beneficiaries, subject to Contract and Certificate provisions.

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ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • February 28th, 2008 • Genworth Life & Annuity Insurance Co • Life insurance • Virginia

This agreement (“Agreement”), is entered into as of the day of , 2008, by and between Genworth Life and Annuity Insurance Company (“GLAIC”) and AssetMark Investment Services, Inc. (“AssetMark”).

DISTRIBUTION AGREEMENT GENWORTH LIFE AND ANNUITY INSURANCE COMPANY GENWORTH GUARANTEED INCOME GROUP ANNUITY CONTRACT AND CERTIFICATES FEBRUARY [ ], 2008
Distribution Agreement • February 28th, 2008 • Genworth Life & Annuity Insurance Co • Life insurance • Virginia

INTRODUCTORY. Genworth Life and Annuity Insurance Company, a stock life insurance company operating under a charter granted by the Commonwealth of Virginia (the “Company”), in connection with the Company’s Guaranteed Income Annuity Contract (the “Annuity Contract”) and Certificates issued thereunder (the “Certificates”), confirms its agreement with Capital Brokerage Corporation (the “Agent”), with respect to the offering of the Annuity Contract and Certificates. The parties contemplate that AssetMark Investment Services, Inc. (the “Contract Owner”) will purchase the Annuity Contract and that the Certificates will be offered to clients of Contract Owner who participate in the AssetMark Investment Services Program and in connection therewith select mutual fund or exchange traded fund wrap accounts invested in accordance with designated asset allocation models provided by the Contract Owner (such services will be referred to as the “Platform” throughout this Agreement). The Agent may ente

BROKER-DEALER SALES AGREEMENT
Dealer Sales Agreement • February 28th, 2008 • Genworth Life & Annuity Insurance Co • Life insurance • Virginia

This Agreement is made this day of , 20 by and between Capital Brokerage Corporation, a Washington corporation with its principal office as listed above (“Capital Brokerage”) and , a corporation with its principal office as listed above (“Broker-Dealer”).

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