EXHIBIT 10.12.1



 Exhibit 10.12.1 
 Execution Copy 
 LTC – GLIC/UFLIC 
 SECOND AMENDMENT TO RETROCESSION AGREEMENT 
 THIS SECOND AMENDMENT TO RETROCESSION
AGREEMENT dated as of December 17, 2008 (this “Amendment”), is made by and between GENWORTH LIFE INSURANCE COMPANY (formerly GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY) an insurance company organized under the laws of the State of
Delaware (“Company”) and UNION FIDELITY LIFE INSURANCE COMPANY, an insurance company organized under the laws of the State of Illinois (“Reinsurer”). 
 RECITALS 
 WHEREAS, Company and Reinsurer entered into a Retrocession Agreement with respect to certain long term
care insurance policies reinsured by the Company, dated as of April 15, 2004 (the “Agreement”); and 
 WHEREAS, Company and Reinsurer desire
to amend, in the manner set forth in this Amendment, the provisions of the Agreement; 
 NOW, THEREFORE, for and in consideration of the premises and the
covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 
 AMENDMENTS 
  

	 	1.	Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the same meaning given to them in the Agreement, as amended hereby.


  

	 	2.	Effective Date of Amendment. This Amendment shall be effective as of January 1, 2008 (the “Effective Date”) as to all rights and obligations of the parties
affected thereby accruing under the Agreement. 

  

	 	3.	Sections 3.4, 7.6 and 17.11. Sections 3.4, 7.6 and 17.11 are amended by the addition of the following sentence at the end of each: 

 “Company shall provide Reinsurer with copies of its routine and/or ongoing evaluation of the Reinsured Policies including information pertaining to
customer service, operations and/or claims and including dashboards, scorecards and/or other metrics, as provided to Company’s management, at the same intervals, but in no event on less than a quarterly basis.” 
  

	 	4.	Section 3.1(a). Section 3.1(a) of the Agreement is amended by the addition of the following language: 

 “The parties mutually agree to the service level agreements for Services performed by Company as set forth in Schedule E-2, attached hereto and
incorporated herein (the “Company SLAs”). As used herein and in Schedule E-2, the term “Services” shall have the same meaning as “Business Overhead Services,” as that term is defined in the Agreement. 







 The Company SLAs more fully describe many of the activities to be performed by Company and the form of
information and data to be provided by Company to Reinsurer in providing the Services. However, not all Services, standards, and service level agreements to be performed under the Agreement can be practicably recited herein. Accordingly, nothing
herein is intended to limit the scope of Services set forth in the Agreement or to preclude the parties, by mutual written agreement, from modifying, deleting or adding service level agreements in the future consistent with the Services. In
particular, but without limitation, all provisions pertaining to “Standard for Service,” “Compliance with Applicable Law” and the descriptions of “Services” remain in effect without modification. Further, and for the
avoidance of doubt, all Agreement provisions remain in effect, and the parties intend for these Company SLAs to apply in conjunction with the terms of the Agreement.” 
  

	 	5.	Section 6.1. Section 6.1 of the Agreement is hereby amended to replace all references to “Schedule E” with “Amended and Restated Schedule E”
dated January 1, 2008 and by the addition of the following language: 

 “The payment of Service Charges by the
Reinsurer to Company is also subject to the terms of the Service Charge Withholds and Direct Reimbursements provisions of the Amended and Restated Schedule E.” 
  

	 	6.	Schedule E. Schedule E to the Agreement – Expense Allowances – is hereby deleted in its entirety and replaced by the attached “Amended and Restated Schedule
E” dated January 1, 2008. 

  

	 	7.	Schedule E-2. A new “Schedule E-2 – Service Level Agreements” is hereby added to the Agreement immediately following Schedule E-1. 

  

	 	8.	Schedule F. Schedule F, “Part II – Monthly Settlement Report” Item 4.; “Part III – Quarterly Settlement Report” Item 4.; and
“Part IV – Annual Settlement Report” Item 4. are deleted and replaced with: 

  

	 	4.	Expense Allowance: 

  

							
	 A.        Policy Maintenance
	  	$	                    	  		
	 B.        Claims
	  	$	                    	  		
	             Total Expense Commission (A+B)
	  			  	$	                    

  

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	 	9.	Ratification. Company and Reinsurer each hereby acknowledge and agree that, except as expressly amended or modified by this Amendment, the terms and provisions of the
Agreement are ratified and confirmed and remain in full force and effect. 

  

	 	10.	Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which
when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.


  

	 	11.	Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment or affecting the validity or enforceability of such provision in any other jurisdiction. 

  

	 	12.	Amendments. This Amendment shall be subject to and may be entered into only upon receipt of any required regulatory approvals. 

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

									
	GENWORTH LIFE INSURANCE COMPANY	 		 	UNION FIDELITY LIFE INSURANCE COMPANY
					
	By:	 	 /s/ Kelly Lee Groh
	 		 	By:	 	 /s/ Lakshman Shanmugam

	Name:	 	Kelly Lee Groh	 		 	Name:	 	 Lakshman Shanmugam

	Title:	 	Sr. Vice President & CFO	 		 	Title:	 	 Vice President & Chief Financial Officer

	Date:	 	 December 18, 2008
	 		 	Date:	 	 12/18/2008


  

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 AMENDED AND RESTATED SCHEDULE E 
 January 1, 2008 
 EXPENSE ALLOWANCE 
 The Expense Allowance will be calculated monthly and billed to Reinsurer in the next Monthly Settlement Report due to Reinsurer. 
  

	 	1.	Expense Allowance Calculation. The Expense Allowance equals the Monthly Reinsured Policy Maintenance Reimbursement plus the Monthly Reinsured Claims Reimbursement, calculated
as follows: 

  

	 	a.	Monthly Reinsured Policy Maintenance Reimbursement for any given month equals: 

 (Monthly Reinsured Policy Count for such month Multiplied by Policy Maintenance Factor) Divided by 12 
 Monthly Reinsured Policy Count for the above calculation shall be calculated as follows: 
 Beginning Monthly Policy Count: The
number of Reinsured Policies in effect on the first day of the applicable calendar month 
 Ending Monthly Policy Count: The number of
Reinsured Policies in effect on the last day of the applicable calendar month 
 Monthly Reinsured Policy Count: (Beginning Monthly Policy
Count plus Ending Monthly Policy Count) Divided by 2 
  

	 	b.	Monthly Reinsured Claims Reimbursement for any given month equals: 

 (Monthly Reinsured Claim Count for such month Multiplied by Claims Factor) Divided by 12 
 Monthly Reinsured
Claim Count for the above calculation shall be calculated as follows: 
 Beginning Monthly Claim Count: The number of Open and Pending Claims
in effect on the first day of the applicable calendar month 
 Ending Monthly Claim Count: The number of Open and Pending Claims in effect on
the last day of the applicable calendar month Monthly Reinsured Claim Count: (Beginning Monthly Claim Count plus Ending Monthly Claim Count) Divided by 2 
  

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	 	2.	Policy Maintenance Factor. The “Policy Maintenance Factor” in effect as of January 1, 2008, through December 31, 2008, is $29.54. Beginning on
January 1, 2009, and thereafter on each anniversary of such date during the term of this Agreement, the Policy Maintenance Factor in effect for the following twelve-month period shall be adjusted to equal one hundred and two percent
(102%) of the Policy Maintenance Factor in effect for the immediately preceding twelve-month period. (For example, the Policy Maintenance Factor in effect for the twelve-month period commencing on January 1, 2009, shall equal $30.13, or
$29.54 Multiplied by 1.02, rounded to two decimal places.) 

  

	 	3.	Claims Factor. The “Claims Factor” in effect as of January 1, 2008, through December 31, 2008, is $1,005.92. Beginning on January 1, 2009, and
thereafter on each anniversary of such date during the term of this Agreement, the Claims Factor in effect for the following twelve-month period shall be adjusted to equal one hundred and two percent (102%) of the Claims Factor in effect for
the immediately preceding twelve-month period. (For example, the Claims Factor in effect for the twelve-month period commencing on January 1, 2009, shall equal $1,026.04 or $1,005.92 Multiplied by 1.02, rounded to two decimal places.)


  

	 	4.	Charges for Special Projects: 

 Special Projects
are certain projects described below as “Additional Projects” or “Requested Projects” (together, “Special Projects”) eligible for payment by the Reinsurer pursuant to the Agreement. Costs and expenses for Additional
Projects or Requested Projects shall be paid by Reinsurer in accordance with the provisions set forth herein. The costs and expenses for ordinary course system maintenance and development projects are subsumed in the Expense Allowance referenced in
Section 1, above, and accordingly, the costs and expenses for such items are not chargeable to the Reinsurer as a Special Project. 
  

	 	a.	Additional Projects. “Additional Projects” are operational or technology changes required for the Reinsured Policies to maintain legal and regulatory compliance
with Applicable Law and the mandates of Governmental Authorities with jurisdiction. With respect to Additional Projects, Company shall provide to Reinsurer: (i) written documentation of the legal, regulatory or compliance requirement for which
the operational or technology change is being made, and (ii) a good faith estimate of the associated costs and expenses for implementation of such operational or technology change. Costs and expenses for Additional Projects shall be billed to
and paid by Reinsurer based upon the proportionate share of in-force Reinsured Policies to the total number of in-force Company long term care insurance policies during the period when the charges are incurred. Costs and expenses for Additional
Projects shall be directly billed to and paid by Reinsurer, in accordance with the provisions set forth herein, after such costs and expenses are incurred by Company, its Subsidiaries or Affiliates. 

  

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	 	b.	Requested Projects. “Requested Projects” are projects or changes pertaining to the Reinsured Policies for which the Reinsurer makes a specific written request to
Company and for which the parties reach a mutual written agreement with respect to costs and expenses. The full amount of costs and expenses for Requested Projects shall be directly billed to and paid by Reinsurer after such costs and expenses are
incurred by Company; provided, however, if (a) Reinsurer’s requested project can be limited solely to the Reinsured Policies and (b) Company expands the project to include policies other than the Reinsured Policies then, in such
instance, costs will be apportioned in the same manner as for an Additional Project. 

  

	 	5.	Dispute Resolution. The parties shall (and shall cause their respective designated representatives to) negotiate in good faith to resolve all disagreements hereunder as
promptly as practicable. Disputes which the parties are unable to resolve, if any, shall be resolved in accordance with the provisions of Article XV of the Agreement. Pending resolution of the dispute, Reinsurer will pay the costs and expenses as
outlined above. If the outcome of the dispute resolution process is a determination that: (i) the project does not constitute an Additional or Requested Project; or (ii) that Reinsurer’s proportionate share of costs and expenses was
lower than the amount charged by Company, then Company shall, within thirty (30) days, reimburse Reinsurer, as applicable, for amounts already paid for the ineligible project or the differential in the costs and expenses previously paid by
Reinsurer and the lower proportionate share of costs and expenses, and in either case, with interest at the rate set forth in Section 3.01(b) from the time of Reinsurer’s payment until the date of reimbursement. Further, notwithstanding
the provisions of Section 15.4(f) of Article XV of the Agreement, and with respect to an Additional or Requested Project only, the losing party in any arbitration shall pay the prevailing party’s attorney’s fees and costs.


  

	 	6.	Service Charge Withholds and Direct Reimbursements. The following Service Charge Withholds and Direct Reimbursements provisions apply in the event of Company’s failure
to perform as set forth in the Amended and Restated Schedule E-2: 

  

	 	a.	Service Charge Withhold for TAGGED Company SLA Deficiencies 

  

	 	i.	For TAGGED Company SLAs to be performed periodically on a frequency greater than annually: 

 Upon a determination by the JMC that Company failed to meet a TAGGED Company SLA timeliness or content standard as to a particular TAGGED Company SLA for
two consecutive reporting periods, then, until Cured, the Reinsurer may withhold the Service Charge. Once Cured, the Reinsurer shall remit withheld Service Charges with the next monthly Service Charge payment due. 
  

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	 	ii.	For TAGGED Company SLAs to be performed on an annual basis or upon the occurrence of an ad hoc event including those set forth in Legal/Compliance Services:


 Upon a determination by the JMC that Company failed to meet a TAGGED Company SLA timeliness or content standard as to a
particular TAGGED Company SLA and that Company failed to take the action or provide the content required by the SLA within five (5) business days from the stated TAGGED Company SLA due date, then the Reinsurer may withhold the next three
monthly Service Charge payments. The Reinsurer shall remit those withheld Service Charges with the next monthly Service Charge payment due. 
  

	 	b.	Direct Reimbursements 

  

	 	i.	Subject to determination by the JMC, Company shall reimburse Reinsurer for any amounts assessed to or incurred by the Reinsurer in fines, penalties, assessments or other costs
solely and directly related to Company’s failure to perform a Company SLA. The Reinsurer shall take reasonable steps to defend, resist and mitigate against the imposition of any fine, penalty, assessment or other costs.


  

	 	ii.	The Reinsurer may offset or otherwise withhold from Service Charges owed to Company, the amounts determined by the JMC as having been assessed to or incurred by the Reinsurer for
which Company is responsible pursuant to this Section. 

  

	 	c.	Administrative Matters 

  

	 	i.	The Reinsurer shall provide Company with prompt written notice if it asserts a timeliness or content deficiency of a TAGGED Company SLA, or if it believes a Direct Reimbursement is
warranted, with a copy to the JMC. If the parties agree that a deadline has been missed or that content is not adequate, corrective action shall be promptly taken by the responsible Company functional area. 

  

	 	ii.	The role of the JMC with respect to Direct Reimbursements or Service Charge Withholds shall be: (1) to conduct a good faith review of an asserted deficiency, taking into
account whether a failure on the part of the Reinsurer to provide necessary, complete or correct information to Company on a timely basis contributed to the asserted deficiency; and (2) to determine whether a deficiency has occurred and/or
whether a Direct Reimbursement or Service Charge Withhold is warranted. The JMC shall be provided with written notification of any missed TAGGED Company SLAs and/or any Service Charge Withholds or Direct Reimbursements being claimed and a meeting of
the JMC shall be convened within ten (10) business days from the date written notification is given. A majority of all members of the JMC shall be considered a quorum and a simple majority of the JMC members present shall be sufficient for a
determination of whether or not a deficiency occurred or whether or not a Direct Reimbursement or a Service Charge Withhold is warranted. Disagreements not resolved by the JMC shall be subject to the dispute resolution provisions set forth in
Article XV of the Agreement. 

  

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	 	iii.	Except as set forth herein, no Direct Reimbursement shall be paid or Service Charge may be withheld until the JMC has determined that a Direct Reimbursement or withhold is
warranted; provided, however, that the Reinsurer shall be allowed to offset a Direct Reimbursement or withhold Service Charges in accordance with the terms of this Service Charge Withholds and Direct Reimbursements provision in advance of a
determination by the JMC: (1) if a meeting of the JMC is not convened in accordance with Section (c)(ii) hereof due to the unavailability of Company’s JMC members and the Reinsurer has not agreed, in its discretion, to an extension of the
deadline to meet; (2) in the event of a tie vote; and/or (3) during the pendency of the dispute resolution process. Similarly, if Company is the prevailing party in an arbitration, the Reinsurer shall pay Company interest pursuant to
Section 7.7 of the Agreement from the date the payment was originally due, if not withheld, until the date of payment. Further, notwithstanding the provisions of Section 15.4(f) of Article XV of the Agreement, and with respect to a Service
Charge Withhold described in this Section (c)(iii) only, the losing party in any arbitration shall pay the prevailing party’s attorney’s fees and costs. 

  

	 	iv.	The Reinsurer shall provide Company with a detailed calculation of any Service Charge Withholds under subsection A., above, or Direct Reimbursements under subsection B., above,
being made in a reporting period. 

  

	 	v.	“Cured” means that for a TAGGED Company SLA subject to a Service Charge Withhold, Company has (1) provided all information required by the TAGGED Company SLA (even
though the required deadline(s) was/were missed) or remedied the content deficiency(ies), as the case may be, for the reporting period(s) for which the information was due, and (2) met all requirements of the TAGGED Company SLA in the
subsequent reporting period. The Reinsurer may agree in writing or the JMC may determine that it is not necessary for Company to remedy a deficiency which remains outstanding if fulfillment of the requirements of the TAGGED Company SLA in the
current reporting period is adequate for the purposes of the Reinsurer. 

  

	 	vi.	“Service Charge” for the Long Term Care Retroceded Business means: 

 The COH Service Charge, as set forth in the Business Services Agreement, and the Reinsured Policy Maintenance Reimbursement. 
  

	 	vii.	Nothing herein shall be interpreted to relieve Company of its obligation to perform any Company SLA, including, but not limited to, while any matter is under review by the JMC.


  

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	 	viii.	Notwithstanding Section 7.7 of the Agreement, the Reinsurer shall not owe any interest on any amount withheld under this Service Charge Withholds and Direct Reimbursements
provision, except as set forth in Section (c)(iii) above. 

  

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 SCHEDULE E-2 
 SERVICE LEVEL AGREEMENTS 
 In General 
 The following Company Service Level Agreements (“Company SLAs”) apply to all Services performed by all functions and operations: 
  

	 	(i)	Perform Services accurately; 

  

	 	(ii)	Meet the timeliness standards enumerated for each Service. The deadlines listed represent requirements in effect as of November 1, 2008. The Reinsurer will provide Company with
written notice of deadlines that routinely vary from year to year (e.g. financial closings, annual statement, etc.) at least thirty (30) days prior to the deadline. Other deadline changes may be made at the direction of the Reinsurer with the
consent of Company, which consent shall not be unreasonably withheld. If a less-than-annual deadline falls on a non-business day, the action required shall be due the next business day. If an annual deadline falls on a non-business day, the action
required shall be due the prior business day; 

  

	 	(iii)	Answer questions from and provide information to Reinsurer’s staff and/or representatives, as is reasonable; 

  

	 	(iv)	Provide audit support for Reinsurer’s personnel (including parent of Reinsurer), independent auditors, and regulators by providing data, process explanations, access to all
personnel and answers to related questions, as is reasonable; 

  

	 	(v)	Include within the Services, the applicable activities that would be undertaken by Company if the business was not reinsured; and 

  

	 	(vi)	Perform Services with the same rigor and priority as Company uses to conduct its own businesses not subject to the Agreement. 

  

	 	(vii)	In the event of failure of Company to perform in accordance with a Company Service Level Agreement designated as “TAGGED” in this Schedule E-2 (“TAGGED GNA
SLA”), a Service Charge Withhold will be made in accordance with the provisions of the Amended and Restated Schedule E. 

 By Function 
 Services are shown below by functional area but performance of Services and the Company SLAs is not limited by any such
categorization. For example, if responsibilities shift from one area to another or are jointly provided, the Services and Company SLAs will continue to be performed, even if they are not in the functional areas currently listed. 
 The following Company SLAs apply to all Services performed by all functions and operations, regardless of where performed within the Company organization. 
  

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 Finance Services 
 Services include product financial support and analysis. Services include, without limitation: 
  

	 	 (i)
	 Prepare detailed Multi-Year Plans (SP1
 and SII) and update to SII for OP Plan for the Reinsurer per the GE GAAP fiscal calendar. Reinsurer to provide historical financial information, templates and assumptions a minimum of three weeks in
advance of the deadline. Prepare SP and SII financial and business information as reasonably requested by the Reinsurer and participate in SP and SII business presentations; TAGGED 


  

	 	(ii)	Develop GAAP variance analysis for Reinsurer on a quarterly basis. Analysis to be performed within one week upon receipt of financial information from Reinsurer. Timeframe per the
GE GAAP fiscal calendar; TAGGED 

  

	 	(iii)	Short range forecasts: Update quarterly OP Plan income forecast by product for current quarter on a weekly basis for the last 6 weeks of the quarter (including such items as claims,
income and expenses.); TAGGED 

  

	 	(iv)	Provide Reinsurer support for non-investment related Rating Agency requests (e.g. data for supplemental rating questionnaires) within thirty (30) calendar days of Reinsurer
request; TAGGED 

  

	 	(v)	Provide Reinsurer support for activities in compliance with Sarbanes-Oxley reporting, including documentation and walkthrough’s of Company processes that affect the Reinsured
Policies; 

  

	 	(vi)	On a quarterly basis, calculate the Experience Refund estimate and provide the calculation to Reinsurer within thirty (30) calendar days of the end of the calendar quarter.


 Actuarial Services 
 Services include
general oversight of the in-force product performance analysis and reviews. Reinsurer shall provide all pertinent assumptions to Company at least two weeks in advance of the deadlines set forth below, except as noted. Services required by subsequent
minor revisions to assumptions requested by the Reinsurer shall be completed by Company in no more than two business days unless the Reinsurer consents to additional time, which consent shall not be unreasonably withheld. Services include, without
limitation: 
  

	 	(i)	Perform experience studies to be used for planning and Cash Flow Testing purposes (e.g., mortality, lapse/termination and morbidity studies, etc.). Mortality and morbidity studies
will include Actual/Expected detail and analysis. Studies to be delivered annually in August using experience through the end of the first quarter; TAGGED 

  

	1	SP means Strategic Playbook formerly known as SI. 

  

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	 	(ii)	Provide projections and supporting documentation for annual Multi-Year Plans (SP and SII) for the Reinsurer in coordination with Company’s Finance department to meet the
deadlines stated in Finance Services (i), above; TAGGED 

  

	 	(iii)	Deliver cash flow projections and models for Loss Recognition testing, along with supporting documentation, to Reinsurer by May 1 of the following year. Any changes in
assumptions to be approved prior to calculation; TAGGED 

  

	 	(iv)	Provide projections for Cash Flow Testing (CFT) reflecting input from Reinsurer’s Appointed Actuary, including but not limited to the following components delivered by the
indicated dates; ALL TAGGED 

  

	 	a.	Updated expense factors by November 1; 

  

	 	b.	9/30 CFT interest rate scenarios by November 1; 

  

	 	c.	Reinsurer to provide 9/30 existing portfolio asset cash flow projections and updated asset assumption recommendations to Company by December 1; 

  

	 	d.	9/30 CFT base results & analysis by December 15; 

  

	 	e.	If the yield curve changes significantly (as determined by Reinsurer’s appointed actuary) from the 9/30 CFT interest rate scenarios, Company will provide 12/31 CFT interest
rate scenarios by January 5; 

  

	 	f.	12/31 CFT base results & analysis and paid claim data by January 21 if Reinsurer provides its existing portfolio asset cash flow projections and updated asset
assumption recommendations to Company by January 15; 

  

	 	g.	12/31 CFT sensitivity results & analysis by January 28; 

  

	 	h.	Asset model documentation, reserve factor data checking and support and stochastic scenarios documentation for Actuarial Opinion Memorandum by February 1;


  

	 	i.	Level scenario Income Statement and Balance Sheet projection results and reliance statements to support actuarial opinion by February 10; 

  

	 	j.	Actuarial asset adequacy modeling statements, actuarial reserve procedure statements, actuarial reserve certifications by February 20. 

  

	 	(v)	Calculate quarterly GAAP, Statutory, and Tax reserves and deliver them to Reinsurer within 6 calendar days of Reinsurer quarter close cash cutoff for GAAP reserves (2008 due dates
March 20, June 19, September 18, December 18), 15 calendar days of Reinsurer quarter close for Stat and Tax; TAGGED 

  

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	 	(vi)	Prepare applicable data and schedules within Reinsurer deadlines to meet NAIC requirements for Reinsurer’s Annual Statement (Blue Book); TAGGED 


 

	 	(vii)	Provide quarterly supporting documentation for all reserves types (for example, ALR, DLR, IBNR), on all bases (GAAP, Stat, Tax). Documentation includes but is not limited to:
calculations, policy counts, GAAP roll forwards, factor book basis, Source of Earnings (SOE) report for case reserves, PolySystems VMF Definition File & VMF Output File (or alternative Reserve Valuation Systems) (GAAP & STAT) for
both ALR and DLR reserve runs, and database data each quarter within thirty (30) calendar days of the end of the calendar quarter; TAGGED 

  

	 	(viii)	Produce quarterly the Options Based Valuation report (“OBV”) within seventy-five (75) calendar days of the end of the calendar quarter. TAGGED


 Risk Management Services 
 Services
include general oversight of the in-force product performance analysis and reviews. Risk management services include, without limitation: 
  

	 	(i)	Perform and provide quarterly (and ad hoc, as needed when experience warrants) analysis and reviews of in-force product performance (analysis to include information from experience
studies, mortality studies and lapse/termination studies). Provide quarterly data extracts which include morbidity, mortality and lapse information. All analysis is based on actual to “expected”. Reinsurer acknowledges that Company
“expected” equals original pricing, unless otherwise agreed. (As of the Effective Date, this SLA is performed by the risk management function); 

  

	 	(ii)	Conduct an annual in-force product performance analysis and business review. Business to be valued at the end of the first quarter and provide and present the business review by
August 31 including morbidity, mortality and lapse analysis. (As of the Effective Date, this SLA is performed by the actuarial function); 

  

	 	(iii)	On an ongoing basis, identify and control business risks associated with controllership, systems infrastructure and process management. Activities, remediation steps, and results in
these areas to be presented at annual business reviews; 

  

	 	 (iv)
	 Prepare and provide monthly claims data and metrics to be sent by the 15th of each month for the previous month’s experience. (As of the Effective Date, this SLA is performed by the claims function); 


  

	 	(v)	 Provide oversight and coordination of any claims, operations, risk or reinsurance related audit conducted by Reinsurer to ensure a timely and thorough completion of
the audit. Oversight and coordination duties to include: (1) coordination of resources for audit team; and (2) monitor and follow up on open audit issues until closed within 



  

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the timeframes agreed upon by the parties. The Reinsurer will provide at least thirty days prior written notice of the scope of any such audit unless, in the
discretion of the Reinsurer circumstances require otherwise, in which case reasonable advance notice shall be given. (As of the Effective Date, this SLA is performed by the risk management function); 


  

	 	(vi)	Provide seriatim listing of in force exposures with coverage information on a quarterly basis, to be sent to Reinsurer within thirty (30) calendar days of the end of the
calendar quarter. Files to include coverage information. Prepare and provide quarterly reporting of claim data with coverage information, to be sent within thirty (30) calendar days of the end of the calendar quarter (As of the Effective Date,
this SLA is performed by the actuarial function). TAGGED 

 Legal/Compliance Services 
 Services include, without limitation: 
  

	(i)	Legal/Litigation 

 Support, coordinate and manage
litigation arising from and/or for the benefit of the Reinsured Policies, including: 
  

	 	a.	Respond to all claims, regulatory or other litigation by assignment to internal counsel promptly upon service or receipt and referral to outside counsel, as appropriate, within time
frames sufficient to protect the rights of the Reinsurer; 

  

	 	b.	Manage and supervise litigation in coordination with outside counsel, including: 

  

	 	1.	Provision of required records, access to witnesses, etc. 

  

	 	2.	Review of complaints, responsive pleadings, and other documents. 

  

	 	c.	Provide Reinsurer with quarterly reports (in a format and with information reasonably requested by Reinsurer) of (1) litigation and (2) pre-litigation decisions,
settlements and other actions relating to disputes and/or complaints, within one calendar month of the end of the period, as follows: TAGGED 

  

			
	 Data Through
	  	 Report Due

	 March 31
	  	April 30
		
	 June 30
	  	July 31
		
	 September 30
	  	October 31
		
	 December 31
	  	January 31

  

	 	d.	 Advise Reinsurer in writing within ten (10) business days of receipt by counsel for Company, its subsidiaries or affiliates of written notice of any disputed
claim 



  

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(including, litigation, arbitration or any other formal proceeding) related to the subject matter of the Agreement and/or the Reinsured Policies which could
create an exposure to the Reinsurer of $500,000 or more. TAGGED 


  

	 	e.	Upon request of the Reinsurer, provide prompt written notice of the intention to contest, compromise or litigate a claim with respect to a Reinsured Policy along with copies of all
pleadings and reports of investigation with respect thereto, as set forth in the Agreement. 

  

	 	f.	As respects matters pertaining to the Agreement and/or the Reinsured Policies, promptly advise the Reinsurer in writing of any investigation or litigation the Reinsurer is required
to report to GE according to the current GE reporting criteria, a copy of which shall be provided by the Reinsurer. 

  

	(ii)	Exceptions Reporting 

 On a quarterly basis, Company
shall prepare a report that contains information related to the following: i) any decision to make a payment to a Policyholder where the payment is made outside of the terms and conditions of the Reinsured Policies; and (ii) any
extracontractual determinations that may create an economic liability for Reinsurer. By way of example, the reported information may include overpayments of benefits, administrative exceptions and policy reinstatements outside the terms and
conditions of the Reinsured Contracts or Reinsured Policies. The report need not include information on payments made under the Reinsured Policies or extracontractual determinations made in accordance with the Long Term Care Claims Adjudication
process and/or Operational Guidelines; provided, however, that such information will be available, upon request, during Reinsurer audits. Information to be sent to Reinsurer with the quarterly legal report. TAGGED 
  

	(iii)	Government Relations 

 Include the Agreement and the
Reinsured Policies in all governmental relations efforts undertaken by Company for its own businesses. 
  

	(iv)	Product and Contracts Maintenance 

 Assure form and
contract filings are completed timely and accurately, in compliance with applicable federal and state laws and regulations. (As of the Effective Date the metrics and process for this function are owned by the Product Compliance area.) 
  

	 	a.	Update collateral materials annually, as needed; 

  

	 	b.	Provide Reinsurer with same form and contract filing metrics/dashboards as provided to Company management, at the same intervals. 

  

 15 









	(v)	Compliance, Regulatory, Complaints, Privacy & Data Security 

 Administer all matters relating to the Reinsured Policies (including all systems and processes used in the administration of the Reinsured Policies), and assure compliance with all applicable statutory, regulatory,
and Company internal procedural requirements and standards. Report related information to the Reinsurer, quarterly within four weeks of the end of the quarter unless otherwise specified. 
 These requirements and reporting obligations include, without limitation: 
  


	 	a.	Statutory and regulatory requirements, matters, and administration. 

  

	 	1.	Report all regulatory compliance risks identified, the priorities assigned to those compliance risks and the abatement plans. 

  

	 	2.	Report final agreements related to or determinations of regulatory actions, fines, penalties, consent orders within ten (10) business days. TAGGED


  

	 	3.	Provide available compliance related information, data, and metrics requested by the Reinsurer from time to time. 

  

	 	b.	Regulatory filings and reporting to insurance departments and other regulators 

  

	 	1.	Report all late or missed regulatory filings and/or reports within ten (10) business days. TAGGED 

  

	 	2.	Report on applicable new and revised regulatory requirements implemented. 

  

	 	c.	Privacy and data security requirements of all applicable jurisdictions, including all required GLB and HIPAA privacy notices as well as all necessary federal and/or states’
mandated consumer, regulator, attorney general, and/or credit reporting agency notices concerning situations potentially involving breach of security and/or breach of private or sensitive information. 

  

	 	•	 	 Report all privacy and data security potential and actual compromises or breaches within ten (10) business days of Company’s discovery and confirmation
that a compromise or breach occurred. TAGGED 


  

	 	d.	Insurance department, attorney general or other regulatory inquiries, investigations, audits, and complaints including market conduct examinations, targeted examinations, financial
examinations, and complaints received through insurance departments. 

  

	 	(i)	Provide written e-mail notice of all regulatory examinations, inquiries, investigations, or audits (except for cases of routine handling of complaints received through insurance
departments). Address such e-mail notices to Reinsurer’s Compliance Leader within ten (10) business days of Company receiving notice of such events and include a copy of the regulatory notice of the review event. TAGGED


  

 16 









	 	(ii)	For any such matter that results in findings or citations of violations, concerns, advisements, and/or recommendations for corrective actions, within a reasonable time after such
findings/citations were received but in no case later than six months, prepare and provide a report to the Reinsurer regarding the actions taken to address, abate, improve and remediate said findings/citations. TAGGED


  

	 	e.	Statutory, regulatory, and Company internal guideline requirements relating to complaints received through insurance departments and other regulators, and received directly from
policy owners, producers, and other consumers. 

  

	 	(i)	Report any upheld/justified regulatory, policy owner, consumer, and other complaints within ten (10) business days of Company receiving notice of such events. TAGGED


  

	 	(ii)	Provide the Company Complaints Report, Trending Report, and Variable Detail Report within ten (10) business days of the end of the quarter. TAGGED


  

	 	(iii)	Report quarterly metrics regarding meeting regulatory complaints handling requirements (timeliness, responsiveness in handling complaints received through insurance departments).
TAGGED 

  

	 	f.	Maintain and report to regulators all complaints and grievances data and records pursuant to all statutory, regulatory, and Company internal guideline requirements.


  

	 	g.	Relevant replacement and exchange compliance and monitoring 

  

	 	•	 	 Provide quarterly reports to the Reinsurer regarding replacements and exchanges. TAGGED 


  

	 	h.	Maintain and adhere to a Code of Conduct/Ethics and Integrity Policies and provide documentation of such to the Reinsurer upon request. 

  

	 	i.	Provide mandated, periodic and recurring associate training regarding privacy, claims, AML and SAR, documents and records management and retention, security awareness,
integrity/Code of Ethics, and any other legally and Company internally required training. 

  

	 	j.	OFAC and other applicable Watch Lists requirements 

  

 17 









	 	•	 	 Provide reports to the Reinsurer regarding OFAC and other Watch Lists confirmed matches within ten (10) business days of Company receiving notice of the
confirmed matches. TAGGED 


  

	 	k.	Anti Money Laundering (AML), Suspicious Activities Reporting (SAR), Form 8300, and related requirements and procedures pursuant to the U.S.A. PATRIOT Act, Bank Secrecy Act, and all
other existing or forthcoming requirements. 

  

	 	•	 	 As permitted under applicable laws and regulations, provide reports to the Reinsurer regarding the filings of SARs and Form 8300s within ten (10) business days
of filing such reports. TAGGED 


  

	 	1.	Make mailings in the normal course of business to insureds and annuitants according to standard business practices, including, among other things, the periodic mailing of privacy
notices and annuity and policy related notices. 

  

 18 








 THIS AMENDMENT NO. 1 (this “Amendment”), dated as of November 3, 2004, to the
Retrocession Agreement, dated as of April 15, 2004 (the “Agreement”), by and between GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY, an insurance company organized under the laws of the State of Delaware (the “Company”), and
UNION FIDELITY LIFE INSURANCE COMPANY, an insurance company organized under the laws of the State of Illinois (the “Reinsurer”), is by and between the Company and the Reinsurer. 
 RECITALS 
 WHEREAS, the Company and the Reinsurer entered into the
Agreement pursuant to which, effective January 1, 2004. the Company retroceded a block of long term care insurance policies to the Reinsurer; and 
 WHEREAS, in recognition of the limited amount of time available to the Reinsurer prior to the execution of the Agreement to verify the accuracy of the calculation of the Experience Refund Baseline and to review the
2003 experience on the Reinsured Policies, the parties to the Agreement, pursuant to footnote 1 to Schedule 1, agreed to update the values set forth in the Experience Refund Baseline on Schedule I to the Agreement; and 
 WHERERAS, the Company and the Reinsurer have updated the values set forth in the Experience Refund Baseline on Schedule I to the Agreement and now wish
to amend Schedule I and to make conforming changes to Section 8.1(a) of the Agreement, each in the manner set forth in this Amendment; and 
 WHEREAS, General Electric Company, General Electric Capital Corporation, GEI, Inc., GE Financial Assurance Holdings, Inc. and Genworth Financial Inc. are parties to that certain Master Agreement, dated as of May 24, 2004 (the
“Master Agreement”), pursuant to which the parties thereto have agreed, inter alia, to waive their respective rights to seek punitive and similar damages against each other except as provided therein; and 
 WHEREAS, the Company and the Reinsurer wish to amend, in the manner set forth in this Amendment, the provision of the Agreement governing the
parties’ waiver of their respective rights to seek punitive and similar damages against each other so that such provision is consistent with the corresponding provision set forth in the Master Agreement. 
 NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Company and the Reinsurer agree as follows: 
 ARTICLE I 
 AMENDMENTS

  

	1.1	Amendment to Section 8.1(a). The final paragraph of Section 8.1(a) of the Agreement is hereby amended by deleting the first sentence of such paragraph and
the following sentence shall be substituted in its place: “The calculation of investment income and the IMR income components of the actual pre-tax income for 2004-2006 shall be based on an assumed net annual yield of 6.14%, 6.05% and 5.99%,
respectively.” 









	1.2	Amendment to Section 15.1(c). Section 15.1 (c) of the Agreement is hereby deleted in its entirety and the following Section 15.1(c) shall be
substituted in its place: 

  

	 	(c)	In connection with any Dispute, the parties expressly waive and forego any right to (i) special, indirect, incidental, punitive, consequential, exemplary, statutorily-enhanced
or similar damages in excess of compensatory damages (provided that liability for any such damages with respect to a Third Party Claim shall be considered direct damages), and (ii) trial by jury. For purposes of this Section 15.1(c),
“Third Party Claim” means the assertion of any claim or the commencement of any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, proceeding or investigation, before any federal, state, local, foreign or
international Governmental Authority or any arbitration or mediation tribunal, by any Person (including a Governmental Authority), unless such Person: (i) in the case of the Company, is (a) General Electric Company or (b) a subsidiary
of General Electric Company other than (x) Genworth Financial, Inc. (“Genworth”) or (y) a subsidiary of Genworth, and (ii) in the case of the Reinsurer, is Genworth or a subsidiary of Genworth). 

  

	1.3	Amendment to Schedule I. Schedule I attached to the Agreement is hereby deleted in its entirety and the Schedule I attached to this Amendment shall be substituted in
its place. 

 ARTICLE II 
 MISCELLANEOUS 
  

	2.1	Headings. The headings contained in this Amendment are for reference purposes only and shall not affect the meaning or interpretation of this Amendment.


  

	2.2	Confirmation of the Agreement. Except as amended by this Amendment, the Agreement remains in full force and effect, without modification or amendment.


  

	2.3	Governing Law. This Amendment will be construed, performed and enforced in accordance with the laws of the State of Illinois without giving effect to its principles or
rules of conflict of laws thereof to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. 

  

	2.4	Counterparts. This Amendment may be executed by the parties hereto in any number of counterparts, and by each of the parties hereto in separate counterparts, each of
which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 

 [Signatures on Next Page] 
  

 -2- 








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

			
	UNION FIDELITY LIFE INSURANCE COMPANY
		
	By:	 	 /s/ Glenn L. Joppa

	Name:	 	Glenn L. Joppa
	Title:	 	Assistant Secretary
	
	GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY
		
	By:	 	 /s/ Ward E. Bobitz

	Name:	 	Ward E. Bobitz
	Title:	 	Senior Vice President & Secretary


  

 -3- 








 SCHEDULE I 
 EXPERIENCE REFUND 
  

																																															
	 LTC Experience
Refund - GECA
	  	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 6/21/2004
	  	 Net Yield -a)
	  	6.14	%	 	6.05	%	 	5.99	%	 	5.90	%	 	5.87	%	 	5.85	%	 	5.82	%	 	5.80	%	 	5.78	%	 	5.74	%	 	5.70	%	 	5.69	%	 	5.68	%	 	5.67	%	 	
		  	  
 a)      Calculated by taking Investment Income (net of Defaults & Impairments) incl IMR amort and dividing by a 2 point avg of the sum of Total Ceded SAP Reserves plus
IMR


  

																																						
	 LTC Reinsurance Segment
Projection (in $1,000’s)
	  	2004	 	 	2005	 	 	2006	 	 	2007	 	 	2008	 	 	2009	 	 	2010	  	2011	  	2012	  	2013	  	2014	  	2015	  	2016	  	2017	  	2018 |	 
	 Premium Income
	  	145,899	 	 	150,225	 	 	146,998	 	 	139,602	 	 	132,111	 	 	124,574	 	 	117,004	  	109,343	  	101,643	  	93,962	  	86,352	  	78,866	  	71,560	  	64,481	  	57,673	 
	 Investment Inc on LTC Rsvs (Net of Defaults & Inv Exp)
	  	78,184	 	 	87,390	 	 	96,354	 	 	103,925	 	 	111,536	 	 	118,418	 	 	124,603	  	129,977	  	134,969	  	138,704	  	141,869	  	144,920	  	147,107	  	148,540	  	149,373	 
	 IMR Amortization for LTC Segment
	  	467	 	 	469	 	 	475	 	 	481	 	 	481	 	 	494	 	 	475	  	453	  	438	  	415	  	407	  	397	  	378	  	356	  	327	 
	 TOTAL REVENUE:
	  	224,550	 	 	238,084	 	 	243,827	 	 	244,007	 	 	244,128	 	 	243,485	 	 	242,082	  	239,773	  	237,050	  	233,081	  	228,628	  	224,184	  	219,045	  	213,377	  	207,373	 
																
	 Paid Benefits
	  	71,516	 	 	80,639	 	 	87,996	 	 	94,365	 	 	99,633	 	 	103,756	 	 	107,126	  	111,116	  	115,606	  	120,417	  	125,405	  	130,441	  	135,361	  	140,040	  	144,380	 
	 Increase in Active Life Reserves
	  	140,189	 	 	134,678	 	 	127,692	 	 	119,882	 	 	111,585	 	 	102,794	 	 	93,175	  	82,739	  	71,708	  	60,167	  	48,189	  	35,724	  	23,161	  	10,784	  	(1,502	)
	 Increase in Claim Reserves (incl IBNR)
	  	28,931	 	 	26,411	 	 	23,492	 	 	20,338	 	 	16,818	 	 	13,168	 	 	10,760	  	12,742	  	14,335	  	15,362	  	15,929	  	16,080	  	15,708	  	14,941	  	13,858	 
	 Loss Exp (Incl Rsv Change & LAE)
	  	1,503	 	 	1,540	 	 	1,525	 	 	1,493	 	 	1,440	 	 	1,372	 	 	1,333	  	1,430	  	1,519	  	1,595	  	1,659	  	1,711	  	1,747	  	1,769	  	1,778	 
	 Exp Allowances—Commissions
	  	18,153	 	 	18,148	 	 	17,402	 	 	16,198	 	 	15,015	 	 	13,858	 	 	12,733	  	11,599	  	10,861	  	10,127	  	9,403	  	8,693	  	8,001	  	7,330	  	6,685	 
	 Exp Allowances—Treaty (Claims Dept, PHS, Blue Sky)
	  	9,354	 	 	7,835	 	 	7,902	 	 	7,929	 	 	7,915	 	 	7,925	 	 	7,900	  	7,888	  	7,884	  	7,884	  	7,883	  	7,878	  	7,865	  	7,841	  	7,804	 
	 Exp Allowances—BSA Expenses (COH)
	  	3,390	 	 	3,230	 	 	3,118	 	 	3,003	 	 	2,884	 	 	2,762	 	 	2,638	  	2,512	  	2,384	  	2,255	  	2,126	  	1,998	  	1,870	  	1,743	  	1,619	 
	 Stop-loss, 10% Novation Costs & Ceding Commission
	  	4,373	 	 	2,472	 	 	971	 	 	(286	)	 	12,162	 	 			 		  		  		  		  		  		  		  		  		
	 Impairments—17bps
	  	2,179	 	 	2,486	 	 	2,770	 	 	3,031	 	 	3,271	 	 	3,484	 	 	3,667	  	3,821	  	3,959	  	4,067	  	4,157	  	4,236	  	4,274	  	4,299	  	4,306	 
		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	 
	 TOTAL EXPENSES:
	  	279,589	 	 	277,440	 	 	272,868	 	 	265,953	 	 	270,722	 	 	249,119	 	 	239,334	  	233,846	  	228,255	  	221,873	  	214,752	  	206,761	  	197,987	  	188,747	  	178,928	 
																
	 Pre-Tax Income 90% TLA
	  	(55,039	)	 	(39,356	)	 	(29,041	)	 	(21,946	)	 	(26,594	)	 	(5,633	)	 	2,749	  	5,926	  	8,795	  	11,207	  	13,875	  	17,423	  	21,058	  	24,629	  	28,445	 
																
	 10% Novation Segment Pre-Tax Profits
	  	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	(626	)	 	305	  	658	  	977	  	1,245	  	1,542	  	1,936	  	2,340	  	2,737	  	3,161	 
		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	 
																
	 Pre-Tax Income = Experience Refund Baseline
	  	(55,039	)	 	(39,356	)	 	(29,041	)	 	(21,946	)	 	(26,594	)	 	(6,259	)	 	3,054	  	6,585	  	9,772	  	12,452	  	15,417	  	19,359	  	23,398	  	27,366	  	31,606	 

  







 THIS AMENDMENT NO. 1 (this “Amendment”), dated as of November 3, 2004, to the
Retrocession Agreement, dated as of April 15, 2004 (the “Agreement”), by and between GE CAPITAL LIFE ASSURANCE COMPANY of New York, an insurance company organized under the laws of the State of New (the “Company”), and UNION
FIDELITY LIFE INSURANCE COMPANY, an insurance company organized under the laws of the State of Illinois (the “Reinsurer”), is by and between the Company and the Reinsurer. 
 RECITALS 
 WHEREAS, the Company and the Reinsurer entered into the
Agreement pursuant to which, effective January 1, 2004, the Company retroceded a block of long term care insurance policies to the Reinsurer; and 
 WHEREAS, in recognition of the limited amount of time available to the Reinsurer prior to the execution of the Agreement to verify the accuracy of the calculation of the Experience Refund Baseline and to review the
2003 experience on the Reinsured Policies, the parties to the Agreement, pursuant to footnote 1 to Schedule 1, agreed to update the values set forth in the Experience Refund Baseline on Schedule I to the Agreement; and 
 WHERERAS, the Company and the Reinsurer have updated the values set forth in the Experience Refund Baseline on Schedule I to the Agreement and now wish
to amend Schedule I and to make conforming changes to Section 8.1(a) of the Agreement, each in the manner set forth in this Amendment; and 
 WHEREAS, General Electric Company, General Electric Capital Corporation, GEI, Inc., GE Financial Assurance Holdings, Inc. and Genworth Financial Inc. are parties to that certain Master Agreement, dated as of May 24, 2004 (the
“Master Agreement”), pursuant to which the parties thereto have agreed, inter alia, to waive their respective rights to seek punitive and similar damages against each other except as provided therein; and 
 WHEREAS, the Company and the Reinsurer wish to amend, in the manner set forth in this Amendment, the provision of the Agreement governing the
parties’ waiver of their respective rights to seek punitive and similar damages against each other so that such provision is consistent with the corresponding provision set forth in the Master Agreement. 
 NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Company and the Reinsurer agree as follows: 
 ARTICLE I 
 AMENDMENTS

  

	1.1	Amendment to Section 8.1(a). The final paragraph of Section 8.1(a) of the Agreement is hereby amended by deleting the first sentence of such paragraph and
the following sentence shall be substituted in its place: “The calculation of investment income and the IMR income components of the actual pre-tax income for 2004-2006 shall be based on an assumed net annual yield of 5.91%, 5.85% and 5.81%,
respectively. 









	1.2	Amendment to Section 15.1(c). Section 15.1(c) of the Agreement is hereby deleted in its entirety and the following Section 15.1(c) shall be
substituted in its place: 

  

	 	(c)	In connection with any Dispute, the parties expressly waive and forego any right to (i) special, indirect, incidental, punitive, consequential, exemplary, statutorily-enhanced
or similar damages in excess of compensatory damages (provided that liability for any such damages with respect to a Third Party Claim shall be considered direct damages), and (ii) trial by jury. For purposes of this Section 15.1(c),
“Third Party Claim” means the assertion of any claim or the commencement of any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, proceeding or investigation, before any federal, state, local, foreign or
international Governmental Authority or any arbitration or mediation tribunal, by any Person (including a Governmental Authority), unless such Person: (i) in the case of the Company, is (a) General Electric Company or (b) a subsidiary
of General Electric Company other than (x) Genworth Financial, Inc. (“Genworth”) or (y) a subsidiary of Genworth, and (ii) in the case of the Reinsurer, is Genworth or a subsidiary of Genworth). 

  

	1.3	Amendment to Schedule I. Schedule I attached to the Agreement is hereby deleted in its entirety and the Schedule I attached to this Amendment shall be substituted in
its place. 

 ARTICLE II 
 MISCELLANEOUS 
  

	2.1	Headings. The headings contained in this Amendment are for reference purposes only and shall not affect the meaning or interpretation of this Amendment.


  

	2.2	Confirmation of the Agreement. Except as amended by this Amendment, the Agreement remains in full force and effect, without modification or amendment.


  

	2.3	Governing Law. This Amendment will be construed, performed and enforced in accordance with the laws of the State of Illinois without giving effect to its principles or
rules of conflict of laws thereof to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. 

  

	2.4	Counterparts. This Amendment may be executed by the parties hereto in any number of counterparts, and by each of the parties hereto in separate counterparts, each of
which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 

 [Signatures on Next Page] 
  

 -2- 








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

			
	UNION FIDELITY LIFE INSURANCE COMPANY
		
	By:	 	 /s/ Glenn L. Joppa

	Name:	 	Glenn L. Joppa
	Title:	 	Assistant Secretary
	
	GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK
		
	By:	 	 /s/ Ward Bobitz

	Name:	 	Ward Bobitz
	Title:	 	Vice President & Assistant Secretary


  

 -3- 








 SCHEDULE I 
 EXPERIENCE REFUND 
  

																																																
	 LTC Experience
 Refund - GECLA
	  	  	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 6/21/2004
	  	 Net Yield -a)
	  	5.91	%	 	5.85	%	 	5.81	%	 	5.77	%	 	5.75	%	 	5.74	%	 	5.72	%	 	5.72	%	 	5.72	%	 	5.71	%	 	5.70	%	 	5.71	%	 	5.71	%	 	5.72	%	 	5.73	%
		  	  
 a)      Calculated by taking Investment Income (net of Defaults & Impairments) incl IMR amort and dividing by a 2 point avg of the sum of Total Ceded SAP Reserves plus
IMR
	          


  

																																						
	 LTC Reinsurance Segment
 Projection (in $1,000’s)
	  	2004	 	 	2005	 	 	2006	 	 	2007	 	 	2008	 	 	2009	 	 	2010	  	2011	  	2012	  	2013	  	2014	  	2015	  	2016	  	2017	  	2018 	 
	 Premium Income
	  	62,903	 	 	65,162	 	 	63,989	 	 	60,872	 	 	57,736	 	 	54,594	 	 	51,408	  	48,183	  	44,934	  	41,680	  	38,445	  	35,248	  	32,112	  	29,057	  	26,103	 
	 Inv Inc on LTC Rsvs (Net of Defaults & Inv Exp)
	  	29,655	 	 	33,980	 	 	37,986	 	 	41,669	 	 	44,962	 	 	47,981	 	 	50,629	  	53,111	  	55,352	  	57,249	  	58,842	  	60,268	  	61,384	  	62,198	  	62,677	 
	 IMR Amortization for LTC Segment
	  	255	 	 	240	 	 	229	 	 	227	 	 	231	 	 	235	 	 	245	  	253	  	263	  	268	  	282	  	306	  	330	  	367	  	393	 
	 TOTAL REVENUE:
	  	92,814	 	 	99,381	 	 	102,203	 	 	102,768	 	 	102,928	 	 	102,809	 	 	102,282	  	101,546	  	100,549	  	99,198	  	97,569	  	95,822	  	93,825	  	91,622	  	89,173	 
																
	 Paid Benefits
	  	25,296	 	 	30,828	 	 	35,201	 	 	38,786	 	 	41,594	 	 	43,674	 	 	45,748	  	47,954	  	50,336	  	52,840	  	55,407	  	57,984	  	60,506	  	62,921	  	65,167	 
	 Increase in Active Life Reserves
	  	57,269	 	 	54,960	 	 	52,141	 	 	48,950	 	 	45,466	 	 	41,724	 	 	37,642	  	33,195	  	28,428	  	23,400	  	18,191	  	12,833	  	7,450	  	2,141	  	(3,102	)
	 Increase in Claim Reserves (incl IBNR)
	  	19,835	 	 	18,081	 	 	15,383	 	 	12,614	 	 	9,879	 	 	7,319	 	 	7,298	  	7,761	  	8,383	  	8,806	  	9,032	  	9,067	  	8,878	  	8,495	  	7,901	 
	 Loss Exp (Incl Rsv Change & LAE)
	  	1,510	 	 	793	 	 	751	 	 	700	 	 	644	 	 	587	 	 	604	  	636	  	675	  	708	  	737	  	760	  	776	  	785	  	787	 
	 Exp Allowances - Commissions
	  	7,767	 	 	7,839	 	 	7,553	 	 	7,048	 	 	6,551	 	 	6,064	 	 	5,589	  	5,109	  	4,801	  	4,494	  	4,190	  	3,889	  	3,595	  	3,309	  	3,032	 
	 Exp Allowances - Treaty (Claims Dept, PHS, Blue Sky)
	  	3,233	 	 	2,551	 	 	2,626	 	 	2,675	 	 	2,701	 	 	2,723	 	 	2,743	  	2,763	  	2,788	  	2,812	  	2,837	  	2,860	  	2,880	  	2,895	  	2,906	 
	 Exp Allowances - BSA Expenses (COH)
	  	1,090	 	 	1,040	 	 	1,004	 	 	968	 	 	930	 	 	892	 	 	853	  	813	  	772	  	731	  	690	  	649	  	608	  	568	  	528	 
	 Stop-loss, 10% Novation Costs & Ceding Commission
	  	1,970	 	 	1,222	 	 	551	 	 	(36	)	 	4,300	 	 			 		  		  		  		  		  		  		  		  		
	 Impairments - 17bps
	  	716	 	 	856	 	 	984	 	 	1,101	 	 	1,205	 	 	1,298	 	 	1,376	  	1,449	  	1,515	  	1,569	  	1,610	  	1,641	  	1,673	  	1,685	  	1,696	 
		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	 
	 TOTAL EXPENSES:
	  	118,686	 	 	118,169	 	 	116,194	 	 	112,805	 	 	113,268	 	 	104,281	 	 	101,852	  	99,679	  	97,697	  	95,360	  	92,692	  	89,682	  	86,366	  	82,799	  	78,913	 
																
	 Pre-Tax Income 90% TLA
	  	(25,873	)	 	(18,788	)	 	(13,991	)	 	(10,038	)	 	(10,340	)	 	(1,472	)	 	429	  	1,867	  	2,852	  	3,837	  	4,877	  	6,140	  	7,459	  	8,822	  	10,259	 
																
	 10% Novation Segment Pre-Tax Profits
	  	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	(164	)	 	48	  	207	  	317	  	426	  	542	  	682	  	829	  	980	  	1,140	 
		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	 
																
	 Pre-Tax Income = Experience Refund Baseline
	  	(25,873	)	 	(18,788	)	 	(13,991	)	 	(10,038	)	 	(10,340	)	 	(1,635	)	 	477	  	2,074	  	3,169	  	4,263	  	5,418	  	6,822	  	8,288	  	9,803	  	11,399