Exhibit
10.28


 


 


DERIVATIVES MANAGEMENT SERVICES
AGREEMENT


 


 


AMONG


 


 


GE LIFE AND ANNUITY ASSURANCE
COMPANY,


 


FEDERAL HOME LIFE INSURANCE COMPANY,


 


FIRST COLONY LIFE INSURANCE COMPANY,


 


GENERAL ELECTRIC CAPITAL ASSURANCE
COMPANY,


 


AND


 


GENWORTH FINANCIAL, INC.


 


AND


 


GNA CORPORATION


 


AND


 


GENERAL ELECTRIC CAPITAL CORPORATION


 


 


DATED AS OF
             ,
2004


 

















 


THIS DERIVATIVES MANAGEMENT SERVICES AGREEMENT
(the “Agreement”) is made and entered into as of the
           day of
            , 2004
(the “Effective Date”), by and among GE LIFE AND ANNUITY ASSURANCE COMPANY, an
insurance company domiciled in the Commonwealth of Virginia (“GELAAC”), FEDERAL
HOME LIFE INSURANCE COMPANY, an insurance company domiciled in the Commonwealth
of Virginia (“FHL”), FIRST COLONY LIFE INSURANCE COMPANY, an insurance company
domiciled in the Commonwealth of Virginia (“FCL”), GENERAL ELECTRIC CAPITAL
ASSURANCE COMPANY, an insurance company domiciled in the State of Delaware
(“GECA”; GECA, GELAAC, FHL and FCL are individually a “Client” and
collectively, the “Clients”), Genworth Financial, Inc., a Delaware corporation
(“GENWORTH”), GNA CORPORATION, a Washington corporation (“GNA”) and GENERAL
ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”).


 


RECITALS


 


WHEREAS, the Clients are
subsidiaries of GENWORTH, and the Clients and GENWORTH are all majority-owned
subsidiaries of GECC; and


 


WHEREAS, each Client,
from time to time, has desired and may in the future desire to hedge certain
risks, including but not limited to interest rate risk, associated with its
assets through the use of instruments commonly referred to as derivatives; and


 


WHEREAS, resolutions
adopted by the GECC Board and related policy statements require that GECC’s
Treasury Operation (“GECC Treasury”) executes, manages and administers all
derivative transactions on behalf of GECC and its subsidiaries; and


 


WHEREAS, GNA performs
certain investment management services for the Clients, including oversight of
derivatives transactions; and


 


WHEREAS, GECC Treasury may
from time to time, at the request of GNA, appoint certain individuals at GNA as
representatives of GECC Treasury with limited authority to execute, manage and
administer certain derivative transactions on behalf of the Clients; and


 


WHEREAS, each of the Clients
has or shall enter into ISDA Master Agreements together with related schedules
and confirmations (the “Contracts”) with various unaffiliated counterparties
(individually, a “Counterparty” and collectively, the “Counterparties”); and


 


WHEREAS, each of the
Clients, GENWORTH, GECC and GNA desire to enter into this Agreement to set
forth the services that each of GENWORTH, GECC and GNA will provide to the
Clients in connection with the Contracts;


 


NOW, THEREFORE, in
consideration of the premises and mutual covenants contained herein, the
Clients, GENWORTH, GECC and GNA hereby agree as follows:


 

















 


ARTICLE I


DEFINITIONS AND USAGE


 


1.1                               Definitions.  The following capitalized terms, as used in
this Agreement, have the following meanings:


 


“Affiliate”
of a Person means a Person who, directly or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with,
such Person.


 


“Applicable
Law” or “Applicable Laws” means any domestic or foreign federal, state or local
statute, law, ordinance or code, including the insurance code of the
domiciliary state of each Client (as applicable to such Client), or any rules,
regulations, administrative interpretations or orders issued by any
Governmental Authority, including any Insurance Authority, pursuant to any of
the foregoing, and any order, writ, injunction, directive, judgment or decree
of a court of competent jurisdiction applicable to the parties hereto.


 


“Board”
means the Board of Directors of a Client as the same may be elected from time
to time by the shareholders of such Client.


 


“Contracts”
shall have the meaning set forth in the recitals to this Agreement.


 


“Effective
Date” shall have the meaning set forth in the introductory paragraph.


 


“GAAP”
means generally accepted accounting principles in effect, from time to time, in
the United States.


 


“Governmental
Authority” means any Insurance Authority or any court, tribunal, arbitrator,
authority, agency, commission, official or other instrumentality of the United
States or any federal, national, state, municipal, county, city or other
political subdivision.


 


“Insurance
Authority” means the department, bureau, commission or other agency responsible
for overseeing insurance matters within any state that a Client is authorized to
do business (as applicable to such Client).


 


“Investment
Committee” means, with respect to any Client, a committee designated by such
Client’s Board to oversee such Client’s investment activities, including the
execution and management of derivative transactions.


 


“Investment
Guidelines” shall, with respect to each Client, mean the resolutions pertaining
to derivatives transactions adopted by the Board of such Client.


 


2

















 


 “Person” means an individual, corporation,
partnership, limited liability company, association, trust or any other entity
or organization, including governmental or political subdivision or an agency
or instrumentality thereof.


 


“Records”
shall have the meaning set forth in Section 2.5.


 


“Representatives”
means, as applicable, a Client’s or GENWORTH’s directors, officers, employees,
accountants and legal and financial advisors.


 


“Representer”
shall have the meaning set forth in Section 6.2.


 


“SAP”
means statutory accounting procedures and principles prescribed or permitted by
Applicable Law.


 


1.2                               Headings;
Rules of Construction.  The
headings contained in this Agreement are for reference purposes only and shall
not affect the meaning or interpretation of this Agreement.  Except as otherwise expressly provided in
this Agreement, the following rules of interpretation apply to this Agreement:
(i) the singular includes the plural and the plural includes the singular; (ii)
“or” and “any” are not exclusive and “include” and “including” are not limiting;
(iii) a reference to any agreement or other contract includes permitted
supplements and amendments; (iv) a reference to a law includes any amendment or
modification to such law and any rules or regulations issued thereunder; (v) a
reference to a person includes its successors and permitted assigns; and (vi) a
reference in this Agreement to an article, section, annex, exhibit or schedule
is to the article, section, annex, exhibit or schedule of this Agreement.


 


ARTICLE II


SERVICES


 


2.1                               Execution
and Management.  As to each
Client, subject to the provisions of this Section 2.1, GECC Treasury will
establish and confirm the terms of derivative transactions from time to time in
the name of such Client and shall execute and deliver or otherwise enter into
from time to time one or more derivatives confirmations or agreements
evidencing such derivative transactions on behalf of and in the name of such
Client as requested by such Client.  In
its performance of the foregoing obligations, GECC Treasury may appoint, from
time to time, at the request of GNA, certain employees of GNA as
representatives of GECC Treasury with authority to execute, manage and
administer certain derivative transactions on behalf of the Clients in
accordance with the terms of such appointment; provided, however, that
such appointment shall be in writing and any action taken by any such GNA
employee shall be in accordance with GECC’s policies with respect to
derivatives transactions as in effect from time to time.


 


2.2                               Credit
Support.  With respect to each
Contract, unless otherwise agreed by GECC and the applicable client, GENWORTH
will provide a guaranty in favor of the Counterparty


 


3

















 


to such Contract.


 


2.3                               Administrative
Services.  With respect to the
Contracts, GECC will provide certain administrative services, including without
limitation certain legal services and paying agent services, on behalf of each
Client, as set forth in the Administrative Services Agreement (in the form attached
as Exhibit A hereto), dated as of the date hereof, among GECC and the
Clients.  In its performance of the
foregoing obligations, GECC may appoint, from time to time, certain employees
of GNA as representatives of GECC Treasury with authority to execute, manage
and administer certain derivative transactions on behalf of the Clients in
accordance with the terms of such appointment; provided, however, that
any such appointment shall be in writing and any action taken by any such GNA
employee shall be in accordance with GECC’s policies with respect to
derivatives transactions as in effect from time to time.


 


2.4                               Covenants
of GECC and GNA.


 


(a)                                  Each
of GECC and GNA shall discharge its duties with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent person, acting
in a like capacity and familiar with such matters should use in the conduct of
an enterprise of a like character and with like aims.  Further, each of GECC and GNA shall use the same skill and care
in the management of each Client’s derivative transactions and in its other
duties hereunder as it uses in the administration of other similar matters for
which it has comparable responsibility.


 


(b)                                 In
the performance of its duties and obligations to each Client under this
Agreement, each of GECC and GNA shall act in conformity with (i) the
Articles/Certificate of Incorporation and Bylaws of the Client, (ii) the
Client’s Investment Guidelines or other written instructions of the Client’s
Board, (iii) the Client’s Investment Committee or Representatives of Client, as
applicable, (iv) GECC’s policies, including with respect to derivatives
transactions, as in effect from time to time, and (v) all Applicable Laws.


 


2.5                               Recordkeeping
and Reports; Review and Inspection.


 


(a)                                  GENWORTH,
GECC and GNA shall, unless such parties agree otherwise with one or more of the
Clients, maintain all records, memoranda, instructions or authorizations
(collectively, “Records”) relating to the execution, management and
administration of derivative transactions on behalf of each Client as required
by Applicable Laws, GAAP or SAP.  Such
Records will be the property of the applicable Client.  On a timely basis, GENWORTH, GECC and GNA
shall make available to a Client, at its administrative offices or such other
location as may be designated by such Client, copies or originals of such
Records upon reasonable request and, as necessary, to comply with Applicable
Laws.


 


4

















 


(b)                                 All
Records, both internal and external with third parties, to the extent within
the control of GENWORTH, GECC and GNA, will clearly specify the ownership
interest of the applicable Client with respect to the relevant derivative
transactions.


 


(c)                                  Records
concerning derivative transactions executed or managed on behalf of a Client
that are not maintained physically on such Client’s premises or in such
Client’s care, custody and control shall be subject to review and audit at any
time by such Client, its Representatives, any Insurance Authority and any other
Governmental Authority, or any other entity designated by such Client, and
GENWORTH, GECC and GNA shall cooperate with and provide reasonable assistance
to any such person, including any auditor appointed by such Client to conduct an
audit of or for the Client.  Such
Records shall be maintained for the time periods and in a format required by
Applicable Law.  GENWORTH, GECC and GNA
shall notify the applicable Client prior to destruction of such Client’s
Records (in order that such Client may request transfer of such Records to such
Client as an alternative to destruction); provided that GENWORTH, GECC
and GNA may not, in any event, destroy such Records prior to expiration of all
applicable statutes of limitation.


 


(d)                                 GENWORTH,
GECC and GNA shall provide to each Client such other documents and information
pertaining to this Agreement and the derivative transactions executed or
managed on behalf of such Client at such times as such Client may reasonably
request including, but not limited to, information required to prepare reports
to any Insurance Authority or any other entity designated by such Client or as
may be required to comply with GAAP, SAP or Applicable Law.


 


(e)                                  GENWORTH,
GECC and GNA will fully cooperate with each Client with respect to unsettled or
unreconciled transactions and daily transmission of trading activity.


 


2.6                               Information
Furnished to GENWORTH, GECC or GNA. 
Each Client shall furnish to GENWORTH, GECC or GNA in a timely manner
any information that GENWORTH, GECC or GNA may reasonably request with respect
to the services performed under this Agreement for such Client.  In determining the requirements of
Applicable Laws with respect to a Client, GENWORTH, GECC and GNA may rely on an
interpretation of law by legal counsel to such Client.  In determining the requirements of
applicable accounting rules with respect to a Client, GENWORTH, GECC and GNA
may rely on an interpretation of such rules by accountants for such Client.


 


5

















 


ARTICLE III


TERM AND TERMINATION


 


3.1                               This Agreement shall
continue in effect for an initial term beginning on the Effective Date and
ending December 31, 2004.  Unless
earlier terminated, this Agreement shall automatically renew on January 1, 2005
and on each January 1 thereafter for successive periods of one (1) year.  This Agreement may be terminated (i) at any
time during the initial term or any renewal term by GENWORTH, GECC or any
Client (but only with respect to such Client’s participation in the Agreement)
without payment of any penalty upon sixty (60) days prior written notice to the
other parties (which notice shall specify the effective date of termination),
and (ii) immediately for cause by any Client, but only with respect to such
Client’s participation in the Agreement (cause being understood as any material
breach, action or omission by GENWORTH, GECC or GNA that, in the reasonable
belief of such Client, is inconsistent with the terms of this Agreement).  This Agreement also shall automatically
terminate in the event of its unauthorized assignment by any party or, unless
otherwise agreed, if any party ceases to be a majority-owned direct or indirect
subsidiary of General Electric Company. 
Termination in any manner shall not affect the rights of any party,
including the status of any guarantees issued pursuant to Section 2.2 of this
Agreement that accrued prior to termination.


 


3.2                               Within
sixty (60) days of the termination of this Agreement, GENWORTH, GECC and GNA
shall transfer all Records of a Client to such Client or its designee.  All reasonable costs to transfer a Client’s
Records shall be paid by such Client.


 


ARTICLE IV


COMPENSATION


 


Each of GENWORTH,
GNA and GECC agree that if services are performed under this agreement, the
parties will determine appropriate compensation at the time the services are
rendered, provided, that such compensation shall be fair and reasonable.  Such agreement, however, shall not extend to
reimbursement of losses, damages and other expenses contemplated under Section
7.2 and for reimbursement of out-of pocket expenses incurred on behalf of a
Client.


 


ARTICLE V


CONFIDENTIALITY


 


Subject to the
duty of GENWORTH, GECC, GNA or a Client to comply with Applicable Laws, each
party hereto shall treat as confidential all information with respect to any
other party received pursuant to this Agreement.  No party shall use or disclose another party’s confidential
information except as contemplated by this Agreement.


 


6

















 


ARTICLE VI


REPRESENTATIONS AND WARRANTIES


 


6.1          By
Client.  Each
Client represents and warrants that:


 


(a)                                  It
is an insurance company duly organized, validly existing and in good standing
under the laws of its state of incorporation and has the power and authority
(including approval from the relevant Insurance Authority, if required) to
execute, deliver and perform this Agreement; and


 


(b)                                 This
Agreement is the valid and binding obligation of the Client enforceable against
it in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting creditors’
rights generally or by the principles governing the availability of equitable
remedies.


 


6.2                               By
GENWORTH, GECC and GNA.  Each of
GENWORTH, GECC and GNA (each a “Representer”) represents and warrants with
respect only to itself that:


 


(a)                                  It
is a corporation duly organized, validly existing and in good standing under
the laws of its domiciliary state, has the power and authority to execute, deliver
and perform this Agreement;


 


(b)                                 This
Agreement is the valid and binding obligation of the Representer enforceable
against it in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, moratorium or other similar laws affecting
creditors’ rights generally or by the principles governing the availability of
equitable remedies; and


 


(c)                                  Neither
the execution and delivery nor the performance of this Agreement by the
Representer will violate any law, statute, order, rule or regulation or
judgment, order or decree by any federal, state, local or foreign court or
governmental authority, domestic or foreign, to which the Representer is
subject nor will the same constitute a breach of, or default under, provisions
of any agreement or contract to which it is a party or by which it is bound.


 


ARTICLE VII


MISCELLANEOUS


 


7.1                               Limitation
of Liability.  In furnishing
each Client with services as provided herein, none of GENWORTH, GECC or GNA nor
any officer, director or agent thereof shall be held liable to such Client, its
creditors or the holders of its securities for good faith errors of judgment or
for anything except willful misfeasance, bad faith or negligence in the
performance of its duties, or reckless disregard of its obligations and duties
under the terms of this Agreement.  It
is further understood and agreed that GENWORTH, GECC


 


7

















 


and GNA may rely upon
information furnished to it by a Client that GENWORTH, GECC or GNA (as
applicable) reasonably believes to be accurate and reliable.  Certain federal laws, including federal
securities laws, impose liabilities under certain circumstances on persons who
act in good faith and therefore nothing contained herein shall in any way constitute
a waiver or limitation of any rights that a Client may have under any such
federal laws.


 


7.2                               Indemnification.


 


(a)                                Notwithstanding
any limitation of liability contained in Section 7.1, GENWORTH, GECC and GNA
shall indemnify and hold each Client harmless from and against any losses,
damages, expenses (including reasonable attorneys’ fees), liabilities,
penalties, demands and claims of any nature whatsoever with respect to or
arising out of the breach or violation by GENWORTH, GECC or GNA of any agreement,
covenant, representation or warranty made by GENWORTH, GECC or GNA herein.


 


(b)                                 Each
Client shall indemnify and hold GENWORTH, GECC or GNA harmless from and against
any losses, damages, expenses (including reasonable attorneys’ fees),
liabilities, penalties, demands and claims of any nature whatsoever with
respect to or arising out such Client’s breach or violation of any agreement,
covenant, representation or warranty made by such Client herein.


 


7.3                               Assignment.  No assignment (by operation of law or
otherwise) of this Agreement, in whole or in part, nor any of the rights,
interests or obligations under this Agreement by any party shall be effective
without the prior written consent of the other parties and any necessary
approvals from the relevant Insurance Authority.  Subject to the provisions of this Section 7.3, this Agreement
shall be binding upon, inure to the benefit of, and be enforceable by the
parties and their respective successors and permitted assigns.


 


7.4                               Independent
Contractor.  GENWORTH, GNA and
GECC shall be deemed to be independent contractors and, except as expressly
provided or authorized in this Agreement, shall have no authority to act for or
represent any Client.  Each Client shall
always retain the ultimate authority to make decisions regarding the execution
or management of derivative transactions on its own behalf.


 


7.5                               Right
to Contract with Third Parties. 
Nothing herein shall be deemed to grant to GENWORTH, GNA or GECC an
exclusive right to provide the services described herein to a Client, and each
Client retains the right to contract with any third party, affiliated or
unaffiliated, for the performance of services or for the use of facilities as
are available to or have been requested by such Client pursuant to this Agreement;
provided, however, GECC Treasury shall exclusively execute all
derivatives transactions of any subsidiary with which GECC has direct or
indirect voting control in accordance with the GECC Derivatives Policy.


 


8

















 


7.6                               Governing
Law.  With respect to each
Client, this Agreement shall be governed by the laws of the state in which such
Client is domiciled, without giving effect to its conflict of laws principles.


 


7.7                               Notices.  Any notice under this Agreement shall be
given in writing, addressed, and delivered by hand or facsimile, or mailed
postpaid by U.S. Mail or overnight courier service, to the party to this
Agreement entitled to receive such notice, at such party’s principal place of
business as set out here:


 


If to GECC:


 


General Counsel —
Treasury


General Electric Capital
Corporation


201 High Ridge Road


Stamford, Connecticut
06927-9400


Facsimile:  (203) 357-3490


 


If to GNA:


 


General Counsel


GNA Corporation


6620 West Broad Street


Richmond, Virginia 23230


Facsimile:  (804) 662-2414


 


If to GENWORTH:


 


General Counsel


Genworth Financial, Inc.


6620 West Broad Street


Richmond, Virginia 23230


Facsimile:  (804) 662-2414


 


If to Client #1:


 


General Counsel


GE Life and Annuity
Assurance Company


6610 West Broad Street


Richmond, Virginia 23230


Facsimile:  (804) 281-6005


 


9

















 


If to Client #2:


 


General Counsel


Federal Home Life
Insurance Company


700 Main Street


Lynchburg, Virginia 24504


Facsimile:  (434) 948-5819


 


If to Client #3:


 


General Counsel


First Colony Life
Insurance Company


700 Main Street


Lynchburg, Virginia 24504


Facsimile:  (434) 948-5819


 


If to Client #4


 


General Counsel


General Electric Capital
Assurance Company


6620 West Broad Street

Richmond, Virginia 23230


Facsimile:  (804) 662-2414


 


or to such other address
as each party may designate in writing mailed to the other parties.  Unless otherwise permitted by the terms
hereof, whenever any notice is required to be given hereunder, such notice
shall be deemed given and such requirement satisfied only when such notice is
delivered by hand, or, if delivered by facsimile, overnight courier or mail,
when received.


 


7.8                               Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


7.9                               Amendments.  No term or provision of this Agreement may
be modified, amended, waived, discharged or terminated except by an agreement
in writing, executed by each of the parties hereto; provided that any
material amendment shall be subject to the approval, if required, of the
relevant Insurance Authority.  Any
amendment that is applicable only to certain Clients or to a single Client need
not be executed by any Client to which the amendment does not apply.


 


10

















 


7.10                        Entire
Agreement.  This Agreement
supersedes any and all oral or written agreements or understandings heretofore
made, and contains the entire agreement of the parties, with respect to the
subject matter hereof.


 


7.11                        Counterparts.  This Agreement may be executed in one or
more counterparts, and such counterparts together shall constitute one and the
same agreement.


 


7.12                        Additional
Parties.   Additional insurance
company subsidiaries of Genworth Financial, Inc. may become party to and bound
by the provisions of this Agreement subject only to executing the Adoption
Agreement attached hereto as Exhibit 1 and obtaining any necessary regulatory
approvals.  Each such additional
insurance company becoming a party to this Agreement shall be deemed a “Client”
hereunder.


 


 


[THE REST OF THIS
PAGE IS LEFT BLANK INTENTIONALLY]


 


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IN WITNESS WHEREOF, the
parties hereto have caused this instrument to be duly executed by their
respective officers thereunto duly authorized as of the day and year first
above written.


 


 


	
   

  	
  GENERAL ELECTRIC
  CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENWORTH FINANCIAL,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GNA CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC
  CAPITAL ASSURANCE

  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GE LIFE AND ANNUITY
  ASSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


12

















 


	
   

  	
  FEDERAL HOME LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FIRST COLONY LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


13

















 


EXHIBIT 1


 


ADOPTION AGREEMENT


 


(DERIVATIVES MANAGEMENT SERVICES
AGREEMENT)


 


By executing this
Adoption Agreement, the undersigned corporation, an insurance company
subsidiary of General Electric Capital Corporation, hereby adopts and agrees to
be bound by the terms and provisions of the Derivatives Management Services
Agreement between General Electric Capital Corporation, Genworth Financial,
Inc., GNA Corporation, General Electric Capital Assurance Company, GE Life and
Annuity Assurance Company, Federal Home Life Insurance Company and First Colony
Life Insurance Company dated as of
                
, 2004 (the “Agreement”), as provided in Section 7.12 of the Agreement.


 


This Adoption Agreement
shall become effective on the date executed unless otherwise noted.


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [Name and Address of
  Corporation]

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
  Date:

  
				



 


14