Exhibit 10.24



 Exhibit 10.24 
 TRUST AGREEMENT 
 Dated as of December 1, 2009

 among 
 UNION FIDELITY LIFE INSURANCE COMPANY, 
 as Grantor 
 GENWORTH LIFE INSURANCE COMPANY OF NEW YORK, 
 as Beneficiary 
 and 
 DEUTSCHE BANK TRUST COMPANY AMERICAS, 
 as Trustee 







 TABLE OF CONTENTS 
  

			
	 SECTION
	  	PAGE
	 1. Deposit of Assets to the Trust Account
	  	2
		
	 2. Withdrawal of Assets from the Trust Account
	  	3
		
	 3. Redemption, Investment and Substitution of Assets
	  	3
		
	 4. The Income Account
	  	4
		
	 5. Right to Vote Assets
	  	4
		
	 6. Corporate Actions
	  	4
		
	 7. Additional Rights and Duties of the Trustee
	  	4
		
	 8. The Trustee’s Compensation, Expenses, etc.
	  	6
		
	 9. Resignation or Removal of the Trustee
	  	7
		
	 10. Termination of the Trust Account
	  	7
		
	 11. Definitions
	  	8
		
	 12. Governing Law
	  	9
		
	 13. Successors and Assigns
	  	9
		
	 14. Severability
	  	9
		
	 15. Entire Agreement
	  	9
		
	 16. Amendments
	  	9
		
	 17. Notices, etc.
	  	10
		
	 18. Headings
	  	11
		
	 19. Counterparts
	  	11
		
	 20. USA Patriot Act
	  	11
		
	 21. Required Disclosure
	  	11
		
	 22. Representations
	  	11
		
	 Signature Page
	  	12

 EXHIBIT A - List of Assets Deposited in
the Trust Account 
 EXHIBIT B - Specific Categories of Assets for Investments and Substitutions within the Trust Account 







 TRUST AGREEMENT 
 TRUST AGREEMENT, dated as of December 1, 2009 (the “Agreement”), shall be between and among Union Fidelity Life Insurance Company, an Illinois corporation (the “Grantor”),
Genworth Life Insurance Company of New York, a New York corporation (the “Beneficiary”) and Deutsche Bank Trust Company Americas, a New York banking corporation (the “Trustee”). The Grantor, the Beneficiary and the Trustee are
hereinafter each sometimes referred to individually as a “Party” and collectively as the “Parties.” 
 WITNESSETH:

 WHEREAS, the Grantor desires to transfer assets to the Trustee for deposit in a trust account (the “Trust
Account”); 
 WHEREAS, the Trustee has agreed to act as Trustee hereunder, and to receive and hold such assets in a
safe place in trust in the Trust Account for the sole use and benefit of the Beneficiary; and 
 WHEREAS, this Agreement
shall not be subject to any conditions or qualifications outside of this Trust Agreement, is made for the sole use and benefit of the Beneficiary and for the purpose of setting forth the duties and powers of the Trustee with respect to the Trust
Account. 
  

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 NOW, THEREFORE, for and in consideration of the premises and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows: 
 1. Deposit of Assets to the
Trust Account. 
  

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

  

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

  

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

  

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


  

 2 








 2. Withdrawal of Assets from the Trust Account. 
  

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

  

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

  

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

 3. Redemption, Investment and Substitution of Assets.

  

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

  

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

  

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


  

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


 

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

 4. The Income Account. 
 The interest and
dividends generated by the Assets in the Trust Account shall be the property of the Grantor, and shall be promptly forwarded to the Grantor upon receipt by the Trustee, paid to the Grantor’s Income Account (as defined herein), or credited to
another account of the Grantor in accordance with written instructions provided from time to time by the Grantor to the Trustee. All such payments shall be posted and credited by the Trustee, subject to deduction of the Trustee’s compensation
and expenses as provided in Section 8 of this Agreement, if any, in a separate account established in the name of the Grantor (the “Income Account”). This Income Account shall be maintained for the Grantor’s sole benefit at an
office of the Trustee in New York City. Any interest or dividend automatically posted and credited on the payment date to the Income Account which is not subsequently received by the Trustee shall be reimbursed by the Grantor to the Trustee and the
Trustee may debit the Income Account for this purpose. 
 5. Right to Vote Assets 
 The Trustee shall forward all annual stockholder reports and all proxies and proxy materials relating to all Assets in the Trust Account to the Grantor. The
Grantor shall have the full and unqualified right to vote any Assets in the Trust Account. The Grantor agrees that it will warrant and defend the title of the Assets, and the interest of the Beneficiary and the Trustee herein against all claims of
all persons. 
 6. Corporate Actions. 
 Whenever there are voluntary rights that may be exercised or alternate courses of action that may be taken by reason of the Grantor’s ownership of Eligible Securities, the Grantor or its designee shall be responsible for making any
decisions relating thereto and for directing the Trustee to act. The Trustee shall notify the Grantor or its designee of rights or discretionary actions with respect to Eligible Securities as promptly as practicable under the circumstances, provided
that the Trustee has actually received notice of such right or discretionary corporate action from the relevant depository, etc. Absent actual receipt of such notice, the Trustee shall have no liability for failing to so notify the Grantor or its
designee. Absent the Trustee’s timely receipt of instructions, the Trustee shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Eligible Securities. 
 7. Additional Rights and Duties of the Trustee. 
  

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


  

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

  

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

  

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

  

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

  

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

  

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

  

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

  

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

  

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

  

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

  

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

  

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


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

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

  

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


 9. Resignation or Removal of the Trustee. 
  

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

  

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

 10. Termination of the Trust Account. 
  

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

  

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

  

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

 11. Definitions. 
 Except as the context shall otherwise require, the following terms shall have the following meanings for all purposes of this Agreement (the definitions to
be applicable to both the singular and the plural forms of each term defined if both forms of such term are used in this Agreement): 
 The term
“Affiliate” with respect to any corporation shall mean a corporation which directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such corporation. 
 The term “Beneficiary” shall include any successor of the Beneficiary by operation of law including, without limitation, any liquidator,
rehabilitator, receiver or conservator. 
 The term “control” (including the related terms “controlled by” and “under
common control with”) shall mean the ownership, directly or indirectly, of 10% or more of the voting securities of a corporation. 
 The
term “Eligible Securities” shall mean and include certificates of deposit issued by a United States bank and payable in United States legal tender, including those issued by the Trustee, and securities, including securities issued by the
Trustee, representing investments of the types specified in subsections (1), (2), (3), (8) and (10) of Section 1404(a) of the New York Insurance Law; provided, however, that no such securities shall have been issued by a Parent, a
Subsidiary or an Affiliate of either the Grantor or the Beneficiary. 
 The term “Person” shall mean and include an individual, a
corporation, a partnership, an association, a trust, an unincorporated organization or a government or political subdivision thereof. 
 The
term “Parent” shall mean an institution that, directly or indirectly, controls another institution. 
 The term “Subsidiary”
shall mean an institution controlled, directly or indirectly, by another institution. 
  

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 12. Governing Law; Etc. 
 This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. Each Party hereby waives any and all rights to
trial by jury in any legal proceeding arising out of or relating to this Agreement Each Party consents to the jurisdiction of any state or federal court situated in New York City, New York in connection with any dispute arising hereunder. Each Party
hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a
court has been brought in an inconvenient forum. The establishment and maintenance of the Trust Account, and all interests, duties and obligations with respect thereto, shall be governed by the laws of the State of New York. 
 Each of the Parties hereby submits to the personal jurisdiction of and each agrees that all proceedings relating hereto shall be brought in courts located
within the City and State of New York or elsewhere as the Trustee may select. 
 13. Successors and Assigns. 
 This Agreement shall extend to and shall be binding upon the Parties hereto and their respective successors and assignees; provided, that without the
prior written consent of the other Parties hereto, no Party may assign this Agreement or any of its rights or obligations hereunder, whether by merger, consolidation, sale of all or substantially all of its assets, liquidation, dissolution or
otherwise, except as relates to a successor Trustee, expressly permitted by Section 9 of this Agreement. 
 14. Severability.

 In the event that any provision of this Agreement shall be declared invalid or unenforceable by any regulatory body or court having
jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining portions of this Agreement. 
 15. Entire Agreement. 
 This Agreement constitutes the entire agreement among the Parties, and there are no understandings or
agreements, conditions or qualifications relative to this Agreement which are not fully expressed in this Agreement. 
 16. Amendments.

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

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

					
		  	If to the Grantor:
			
		  		  	 Union Fidelity Life Insurance Company
 251 North Illinois Street, Suite 800
 Indianapolis, Indiana 46204-1953 
 Attention: General Counsel
 Facsimile:
(317) 536-3897

		
		  	If to the Beneficiary:
			
		  		  	 Genworth Life Insurance Company of New York
 6610 W. Broad Street
 Richmond, Virginia 23230 
 Attn: General Counsel
 Facsimile:
(804) 281-6005

		
		  	If to the Trustee:
			
		  		  	 Deutsche Bank Trust Company Americas
 60 Wall Street
 27th Floor, MS: NYC60-2710
 New York, New York 10005
 Attention: Jennifer Davis
 Facsimile: (732) 578-4593


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

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 18. Headings. 
 The headings of the Sections and the Table of Contents have been inserted for convenience of reference only and shall not be deemed to constitute a part of this Agreement. 
 19. Counterparts. 
 This Agreement may be
executed in any number of counterparts, each of which when so executed and delivered shall constitute an original, but such counterparts together shall constitute but one and the same Agreement. 
 20. USA PATRIOT Act. 
 The Grantor and
Beneficiary hereby acknowledges that the Trustee is subject to federal laws, including the Customer Identification Program (“CIP”) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which the Trustee must
obtain, verify and record information that allows the Trustee to identify the Grantor and Beneficiary. Accordingly, prior to opening the Trust Account hereunder, the Trustee will ask the Grantor and Beneficiary to provide certain information
including, but not limited to, the Grantor’s and Beneficiary’s name, physical address, tax identification number and other information that will help the Trustee to identify and verify the Grantor’s and Beneficiary’s identity
such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information. Each of the Grantor and Beneficiary agrees that the Trustee cannot open the Trust Account hereunder unless and until
the Trustee verifies the Grantor’s and Beneficiary’s identity in accordance with the Trustee’s CIP. 
 21. Required
Disclosure. 
 The Trustee is authorized to supply any information regarding the Trust Account and related Assets that is required by any
law, regulation or rule now or hereafter in effect. Each of the Grantor and the Beneficiary agrees to supply the Trustee with any required information if it is not otherwise reasonably available to the Trustee. 
 22. Representations. 
 Each Party
represents and warrants to the others that it has full authority to enter into this Agreement upon the terms and conditions hereof and that the individual executing this Agreement on its behalf has the requisite authority to bind such Party to this
Agreement, and that the Agreement constitutes a binding obligation of such Party enforceable in accordance with its terms. 
  

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

			
	UNION FIDELITY LIFE INSURANCE COMPANY, as Grantor
		
	By:	 	/s/ Irwin L. Don
	Name:	 	Irwin L. Don
	Title:	 	Vice President



					
	
	GENWORTH LIFE INSURANCE COMPANY OF NEW YORK, as Beneficiary
			
	By:	 	/s/ Robert W. McNutt	 	/s/ Gary T. Prizzia
	Name:	 	Robert W. McNutt	 	Gary T. Prizzia
	Title:	 	Assistant Treasurer	 	Treasurer



			
	
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
		
	By:	 	/s/ Kisha A. Holder
	Name:	 	Kisha A. Holder
	Title:	 	Vice President
		
	By:	 	/s/ Luigi Sacramone
	Name:	 	Luigi Sacramone
	Title:	 	Assistant Vice President


  

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 EXHIBIT A 
 List of Assets Deposited in the Trust Account 
 (Market
Value as of December 31, 2009) 
  

							
	 Fund
	  	 CUSIP
	  	 Security Name
	  	Market
Value
	BGES	  	677071AB8	  	OHANA MILITARY COM LLC	  	1,300,455
	BGES	  	368710AC3	  	GENENTECH INC	  	9,591,824
	BGES	  	931142CB7	  	WAL MART STORES INC	  	3,873,346
	BGES	  	149123BL4	  	CATERPILLAR INC	  	8,639,862
	BGES	  	260003AF5	  	DOVER CORP	  	7,786,393
	BGES	  	628312AA8	  	MUTUAL OMAHA INS CO	  	2,520,750
	BGES	  	713440BB0	  	PEPSICO CAP RES INC	  	1,308,125
	BGES	  	020002AJ0	  	ALLSTATE CORP	  	11,056,635
	BGES	  	057224AK3	  	BAKER HUGHES INC	  	5,708,228
	BGES	  	12614QAK1	  	CPC INTL INC MTN BE	  	15,891,200
	BGES	  	191216AF7	  	COCA COLA CO	  	1,713,945
	BGES	  	743315AJ2	  	PROGRESSIVE CORP OH	  	16,627,461
	BGES	  	149123BK6	  	CATERPILLAR INC	  	2,336,973
	BGES	  	92344GAS5	  	VERIZON GLOBAL FDG CORP	  	1,172,870
	BGES	  	713440BA2	  	PEPSICO CAP RES INC	  	210,947
	BGES	  	92344GAX4	  	VERIZON GLOBAL FDG CORP	  	2,425,227
	BGES	  	341081EV5	  	FLORIDA PWR + LT CO	  	4,999,253
	BGES	  	52108MDE0	  	LB UBS COML MTG TR	  	5,065,280
	BGES	  	539830AR0	  	LOCKHEED MARTIN CORP	  	11,762,629
	BGES	  	46629YAC3	  	J P MORGAN CHASE COML MTG SECS	  	8,641,403
	BGES	  	29736RAC4	  	ESTEE LAUDER COS INC	  	3,385,366
	BGES	  	059438AK7	  	BANC ONE CORP	  	2,383,441
	BGES	  	293562AD6	  	ENRON OIL + GAS CO	  	7,378,910
	BGES	  	755111AF8	  	RAYTHEON CO	  	27,804,352
	BGES	  	828807AQ0	  	SIMON PPTY GROUP LP	  	1,070,350
	BGES	  	373334FS5	  	GEORGIA PWR CO	  	1,051,300
	BGES	  	64952GAE8	  	NEW YORK LIFE INS CO	  	10,589,545
	BGES	  	771367BX6	  	ROCHESTER GAS + ELEC CORP	  	4,036,200
	BGES	  	29736RAA8	  	ESTEE LAUDER COS INC	  	914,841
	BGES	  	983024AG5	  	WYETH	  	5,519,706
	BGES	  	78387GAQ6	  	SBC COMMUNICATIONS INC	  	4,936,492
	BGES	  	079860AK8	  	BELLSOUTH CORP	  	4,904,230
	BGES	  	438516AR7	  	HONEYWELL INTL INC	  	1,532,693
	BGES	  	020002AT8	  	ALLSTATE CORP	  	8,051,480
	BGES	  	05530AAA3	  	BB+T CAP TR II	  	4,700,000
	BGES	  	141781AU8	  	CARGILL INC	  	13,401,990
	BGES	  	26442CAE4	  	DUKE ENERGY CAROLINAS LLC	  	8,418,107
	BGES	  	66586GCD7	  	NORTHERN TRUST CO BANK MTN	  	11,195,212

  

 Page 1 of 8 









							
	BGES	  	796253T93	  	SAN ANTONIO TEX ELEC + GAS	  	12,544,375
	BGES	  	73358WAJ3	  	PORT AUTH N Y + N J	  	8,481,130
	BGES	  	677050AF3	  	OGLETHORPE POWER CORP	  	6,998,717
	BGES	  	61746WGD6	  	MORGAN STANLEY DEAN WITTER CAP	  	88,510
	BGES	  	110122AC2	  	BRISTOL MYERS SQUIBB CO	  	11,143,060
	BGES	  	126149AD5	  	CPC INTL INC	  	11,729,821
	BGES	  	165087AL1	  	CHESAPEAKE + POTOMAC TEL CO VA	  	5,338,150
	BGES	  	172967AQ4	  	CITIGROUP INC	  	5,149,705
	BGES	  	451866SX6	  	ILLINOIS CENT RR CO	  	5,149,600
	BGES	  	532457AP3	  	LILLY ELI + CO	  	3,454,712
	BGES	  	694606AA2	  	PACIFIC MUTUAL	  	1,338,806
	BGES	  	743917AH9	  	PRUDENTIAL INS CO AMER	  	846,648
	BGES	  	913017AS8	  	UNITED TECHNOLOGIES CORP	  	2,633,505
	BGES	  	25468PCA2	  	DISNEY WALT CO NEW MTN BOOK	  	4,503,388
	BGES	  	665228BQ4	  	NORTHERN IL GAS CO	  	2,149,940
	BGES	  	672319AZ3	  	OAKLAND CALIF PENSION OBLIG	  	1,726,697
	BGES	  	742718CB3	  	PROCTER + GAMBLE CO	  	2,556,916
	BGES	  	913017BK4	  	UNITED TECHNOLOGIES CORP	  	21,316,748
	BGES	  	797440BH6	  	SAN DIEGO GAS + ELEC CO	  	2,193,145
	BGES	  	532457BA5	  	LILLY ELI + CO	  	1,985,744
	BGES	  	46631BAB1	  	J P MORGAN CHASE COML MTG SECS	  	13,276,214
	BGES	  	494368BC6	  	KIMBERLY CLARK CORP	  	86,305,636
	BGES	  	882721S61	  	TEXAS ST	  	10,006,200
	BGES	  	585055AN6	  	MEDTRONIC INC	  	27,129,355
	BGES	  	646139W35	  	NEW JERSEY ST TPK AUTH TPK REV	  	40,544,922
	BGES	  	713440AZ8	  	PEPSICO CAP RES INC	  	2,005,153
	BGES	  	037411AJ4	  	APACHE CORP	  	6,071,750
	BGES	  	149123BJ9	  	CATERPILLAR INC	  	20,329,913
	BGES	  	278058AM4	  	EATON CORP	  	898,253
	BGES	  	812293AB4	  	SEARIVER MARITIME FINL HLDGS	  	29,116,693
	BGES	  	45138LAN3	  	IDAHO PWR CO SECD MTN BOOK	  	472,105
	BGES	  	929766GS6	  	WACHOVIA BK COML MTG TR	  	3,488,829
	BGES	  	030955AN8	  	AMERITECH CAP FDG CORP	  	1,926,173
	BGES	  	046003JU4	  	ASSOCIATES CORP NORTH AMER	  	5,165,478
	BGES	  	172967AR2	  	CITIGROUP INC	  	937,536
	BGES	  	200339AJ8	  	COMERICA BK DETROIT	  	4,396,450
	BGES	  	386088AH1	  	DIAGEO INVESTMENT CORP	  	12,218,530
	BGES	  	755111AU5	  	RAYTHEON CO	  	2,266,394
	BGES	  	172967BU4	  	CITIGROUP INC	  	4,179,667
	BGES	  	52108HTA2	  	LB UBS COML MTG TR	  	7,057,319
	BGES	  	66765RBJ4	  	NORTHWEST NAT GAS CO SECD	  	23,453,400
	BGES	  	05529MAA0	  	BB+T CAP TR I	  	823,876
	BGES	  	548661CJ4	  	LOWES COMPANIES INC	  	2,958,771
	BGES	  	983024AL4	  	WYETH	  	10,334,180
	BGES	  	842400FF5	  	SOUTHERN CA EDISON CO	  	8,678,420
	BGES	  	031162AW0	  	AMGEN INC	  	10,783,064
	BGES	  	20825CAQ7	  	CONOCOPHILLIPS	  	7,419,122

  

 Page 2 of 8 









							
	 BGES
	  	167560PL9	  	CHICAGO ILL MET WTR RECLAMATIO	  	22,412,925
	 BGES
	  	037411AK1	  	APACHE CORP	  	8,689,660
	 BGES
	  	037411AM7	  	APACHE CORP	  	5,300,473
	 BGES
	  	075887AQ2	  	BECTON DICKINSON + CO	  	2,198,658
	 BGES
	  	592173AE8	  	METROPOLITAN LIFE INS CO	  	3,799,473
	 BGES
	  	635405AM5	  	NATIONAL CITY CORP	  	20,759,796
	 BGES
	  	8447HBAA0	  	SOUTHTRUST BK BIRMINGHAM AL	  	1,073,890
	 BGES
	  	911596AL8	  	U S BANCORP ORE	  	3,251,790
	 BGES
	  	913017BJ7	  	UNITED TECHNOLOGIES CORP	  	1,465,343
	 BGES
	  	74456QAP1	  	PUBLIC SVC ELEC GAS CO	  	2,838,633
	 BGES
	  	039483AU6	  	ARCHER DANIELS MIDLAND CO	  	3,840,606
	 BGES
	  	209111EL3	  	CONSOLIDATED EDISON CO NY INC	  	2,026,525
	 BGES
	  	373334GC9	  	GEORGIA PWR CO	  	2,516,889
	 BGES
	  	26442CAA2	  	DUKE ENERGY CAROLINAS LLC	  	3,143,557
	 BGES
	  	68389XAE5	  	ORACLE CORP	  	10,906,262
	 BGES
	  	694308GN1	  	PACIFIC GAS + ELEC CO	  	12,199,582
	 BGES
	  	914713C83	  	UNIVERSITY N C UNIV REVS	  	4,727,350
	 BGES
	  	055960AA6	  	BNP PARIBAS CAP TR	  	2,940,000
	 BGES
	  	072732AC4	  	BAYER CORP	  	4,786,850
	 BGES
	  	207597CZ6	  	CONNECTICUT LT + PWR CO	  	3,171,223
	 BGES
	  	260003AC2	  	DOVER CORP	  	2,244,120
	 BGES
	  	362320BA0	  	GTE CORP	  	5,124,399
	 BGES
	  	592173AC2	  	METROPOLITAN LIFE INS CO	  	1,097,370
	 BGES
	  	828783AT7	  	SIMON DEBARTOLO GROUP L P	  	2,124,280
	 BGES
	  	842400EB5	  	SOUTHERN CA EDISON CO	  	5,481,889
	 BGES
	  	93884PDH0	  	WASHINGTON GAS LT CO MTN	  	2,095,400
	 BGES
	  	677071AD4	  	OHANA MILITARY CMNTYS LLC	  	4,939,452
	 BGES
	  	4042Q1AA5	  	HSBC BK USA	  	4,825,185
	 BGES
	  	172967CT6	  	CITIGROUP INC	  	1,740,791
	 BGES
	  	020002AS0	  	ALLSTATE CORP	  	4,181,372
	 BGES
	  	871829AJ6	  	SYSCO CORP 4 2	  	4,927,133
	 BGES
	  	4042Q1AB3	  	HSBC BK USA NA GLOBAL MTN	  	8,392,958
	 BGES
	  	589331AM9	  	MERCK + CO INC	  	10,419,002
	 BGES
	  	207597EE1	  	CONNECTICUT LT + PWR CO	  	1,844,881
	 BGES
	  	071813AM1	  	BAXTER INTL INC	  	1,109,590
	 BGES
	  	239753DJ2	  	DAYTON HUDSON CORP	  	1,032,720
	 BGES
	  	31771EAR2	  	FINANCING CORP PRINC FICO STRP	  	7,717,388
	 BGES
	  	33738MAB7	  	FIRST UN NATL BK NC CHARLOTTE	  	2,064,200
	 BGES
	  	589331AD9	  	MERCK + CO INC	  	556,719
	 BGES
	  	744516AB1	  	PUBLIC SVC CO N C INC	  	28,104,250
	 BGES
	  	649081AA4	  	NEW VY GENERATION IV	  	1,772,826
	 BGES
	  	505588BA0	  	LACLEDE GAS CO	  	11,428,975
	 BGES
	  	737679CZ1	  	POTOMAC ELEC PWR CO	  	467,205
	 BGES
	  	665772CA5	  	NORTHERN STS PWR CO MN	  	2,857,898
	 BGES
	  	797440BK9	  	SAN DIEGO G + E	  	10,572,044
	 BGES
	  	86357VAF6	  	SETS TRUST NO 1999 5	  	13,186,916
	 BGES
	  	31359M6M0	  	FANNIE MAE	  	25,837,500

  

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	 BGES
	  	312916AL3	  	FEDERAL HOME LN MTG PC GTD	  	1,009,881
	 BGES
	  	31359FWJ3	  	FEDERAL NATL MTG ASSN GTD	  	321,044
	 BGES
	  	312905TW2	  	FEDERAL HOME LN MTG PC GTD	  	70,321
	 BGEU
	  	22540AJ74	  	CREDIT SUISSE FIRST BOSTON MTG	  	2,498,090
	 BGEU
	  	337357AA5	  	FIRST UNION CAPITAL I	  	9,900,000
	 BGEU
	  	61746WYZ7	  	MORGAN STANLEY DEAN WITTER	  	458,918
	 BGEU
	  	12513YAC4	  	CITIGROUP	  	2,230,370
	 BGEU
	  	69351UAL7	  	PPL ELEC UTILS CORP	  	17,109,913
	 BGEU
	  	22540A3F3	  	CREDIT SUISSE FIRST BOSTON MTG	  	19,703,683
	 BGEU
	  	359262AT9	  	FROST NATL BK SAN ANTONIO TX	  	1,975,380
	 BGEU
	  	46625MLR8	  	J P MORGAN CHASE COML MTG SECS	  	216,051
	 BGEU
	  	36242DSQ7	  	GS MTG SECS CORP	  	4,368,355
	 BGEU
	  	466247RS4	  	JPMMT 2005 A4 3A3	  	11,385,694
	 BGEU
	  	337368AB0	  	FIRST UN NATL BK BK OF AMER NA	  	18,743,707
	 BGEU
	  	49337EAA8	  	KEYSPAN GAS EAST CORP MTN	  	1,005,210
	 BGEU
	  	929766CR2	  	WACHOVIA BK COML MTG TR	  	307,695
	 BGEU
	  	31393BU52	  	FEDERAL NATL MTG ASSN REMIC	  	2,842,285
	 BGEU
	  	86359B2B6	  	STRUCTURED ASSET SECS CORP	  	359,015
	 BGEU
	  	20173VAB6	  	COMMERCIAL MTG TR	  	3,909,594
	 BGEU
	  	74005PAQ7	  	PRAXAIR INC	  	6,023,175
	 BGEU
	  	247109BQ3	  	DELMARVA PWR + LT CO	  	11,069,179
	 BGEU
	  	742718DL0	  	PROCTER + GAMBLE CO	  	5,355,432
	 BGEU
	  	46625MKK4	  	JP MORGAN CHASE COML MTG SECS	  	7,758,068
	 BGEU
	  	557497AL8	  	MADISON GAS + ELEC CO	  	74,115
	 BGEU
	  	589331AK3	  	MERCK + CO INC	  	3,053,028
	 BGEU
	  	949761AJ9	  	WELLS FARGO MTG BACKED SECS	  	608,984
	 BGEU
	  	46631BAB1	  	J P MORGAN CHASE COML MTG SECS	  	1,000,822
	 BGEU
	  	693304AM9	  	PECO ENERGY CO	  	21,686,270
	 BGEU
	  	06052GAD0	  	BAAT 2009 3A A4	  	4,967,563
	 BGEU
	  	05946XLW1	  	BAFC 2004 C 2A1	  	18,999,025
	 BGEU
	  	90333WAA6	  	U S BK NATL ASSN MINNEAPOLIS	  	5,353,321
	 BGEU
	  	210523AD8	  	CONSUMERS FDG LLC	  	1,736,051
	 BGEU
	  	59022HAC6	  	MERRILL LYNCH MORTGAGE TRUST	  	1,593,896
	 BGEU
	  	976843BG6	  	WISCONSIN PUB SVC CORP	  	11,000,300
	 BGEU
	  	61746WGE4	  	MSDWC 2001 DFMA B	  	3,361,390
	 BGEU
	  	913017BC2	  	UNITED TECHNOLOGIES CORP	  	2,110,920
	 BGEU
	  	74432GAA5	  	PRUDENTIAL COML MTG TR	  	173,639
	 BGEU
	  	396789EQ8	  	GREENWICH CAP COML FDG CORP	  	2,106,431
	 BGEU
	  	31393XFT9	  	FNMA GRANTOR TRUST	  	4,378,166
	 BGEU
	  	842400EY5	  	SOUTHERN CA EDISON CO	  	11,373,811
	 BGEU
	  	72018QAJ0	  	PIEDMONT NATL GAS INC	  	4,223,520
	 BGEU
	  	694308GP6	  	PACIFIC GAS + ELEC CO	  	11,092,037
	 BGEU
	  	66989HAA6	  	NOVARTIS CAP CORP	  	31,234,488
	 BGEU
	  	3038204B7	  	FAIRFAX CNTY VA	  	13,068,603
	 BGEU
	  	43812WAD9	  	HAROT 2009 3 A4	  	7,012,711
	 BGEU
	  	904764AG2	  	UNILEVER CAPITAL	  	12,513,600

  

 Page 4 of 8 









							
	 BGEU
	  	913017BD0	  	UNITED TECHNOLOGIES CORP	  	2,116,725
	 BGEU
	  	842434CA8	  	SOUTHERN CA GAS CO	  	5,361,300
	 BGEU
	  	929766LW1	  	WACHOVIA BK COML MTG TR	  	2,892,073
	 BGEU
	  	61745MUZ4	  	MORGAN STANLEY CAP I INC	  	1,823,513
	 BGEU
	  	46625YJF1	  	J P MORGAN CHASE COML MTG SECS	  	7,381,297
	 BGEU
	  	64953BAP3	  	NEW YORK LIFE GLOBAL FDG	  	26,312,750
	 BGEU
	  	87244EAG7	  	TIAA GLOBAL MKTS INC MTN	  	10,717,800
	 BGEU
	  	709223VZ1	  	PENNSYLVANIA ST TPK COMMN TPK	  	17,243,950
	 BGEU
	  	929227D45	  	WANU 2002 S8 2B2	  	1,326,912
	 BGEU
	  	38374G5G3	  	GOVERNMENT NATL MTG ASSN	  	10,492,417
	 BGEU
	  	38373YNN0	  	GOVERNMENT NATL MTG ASSN GTD	  	10,183,484
	 BGEU
	  	3133T0J70	  	FEDERAL HOME LN MTG PC GTD	  	732,340
	 BGEU
	  	38373QKG5	  	GOVERNMENT NATL MTG ASSN	  	443,222
	 BGEV
	  	05566GAA7	  	BNP PARIBAS US MTN	  	7,975,575
	 BGEV
	  	742718CB3	  	PROCTER + GAMBLE CO	  	255,692
	 BGEV
	  	949746JM4	  	WELLS FARGO + CO NEW	  	3,706,473
	 BGEV
	  	039483AU6	  	ARCHER DANIELS MIDLAND CO	  	4,800,757
	 BGEV
	  	595620AE5	  	MIDAMERICAN ENERGY CO	  	9,865,798
	 BGEV
	  	438516AR7	  	HONEYWELL INTL INC	  	4,393,721
	 BGEV
	  	532457BA5	  	LILLY ELI + CO	  	3,723,269
	 BGEV
	  	92978QAC1	  	WACHOVIA BK COML MTG TR	  	14,729,599
	 BGEV
	  	67021CAE7	  	NSTAR ELEC CO	  	4,238,000
	 BGEV
	  	26442CAG9	  	DUKE ENERGY CAROLINAS LLC	  	8,150,817
	 BGEV
	  	742718DN6	  	PROCTER + GAMBLE CO	  	15,412,929
	 BGEV
	  	709223VZ1	  	PENNSYLVANIA ST TPK COMMN TPK	  	8,114,800
	 BGEV
	  	166751AJ6	  	CHEVRON CORP	  	18,210,950
	 BGEV
	  	29157TAA4	  	EMORY UNIVERSITY	  	10,742,867
	 BGEV
	  	59259NZH9	  	METROPOLITAN TRANSN AUTH N Y D	  	5,857,236
	 BGEV
	  	072732AC4	  	BAYER CORP	  	957,370
	 BGEV
	  	149123BF7	  	CATERPILLAR INC	  	15,975,717
	 BGEV
	  	191216AF7	  	COCA COLA CO	  	3,999,205
	 BGEV
	  	386088AH1	  	DIAGEO INVESTMENT CORP	  	7,862,624
	 BGEV
	  	589331AE7	  	MERCK + CO INC	  	8,859,495
	 BGEV
	  	594185AQ3	  	MICHIGAN BELL TEL CO	  	6,219,640
	 BGEV
	  	665772BN8	  	NORTHERN STS PWR CO MN	  	4,718,362
	 BGEV
	  	871829AD9	  	SYSCO CORP	  	623,966
	 BGEV
	  	010392EE4	  	ALABAMA PWR CO	  	1,948,900
	 BGEV
	  	64952GAE8	  	NEW YORK LIFE INS CO	  	6,906,225
	 BGEV
	  	548661CJ4	  	LOWES COMPANIES INC	  	7,396,927
	 BGEV
	  	07388QAE9	  	BEAR STEARNS COML MTG SECS TR	  	8,491,190
	 BGEV
	  	20772GF45	  	CONNECTICUT ST	  	7,756,441
	 BGEV
	  	250847ED8	  	DETROIT EDISON CO	  	5,253,663
	 BGEV
	  	678858BJ9	  	OKLAHOMA GAS + ELEC CO	  	12,942,684
	 BGEV
	  	737679DC1	  	POTOMAC ELEC PWR CO	  	14,167,675
	 BGEV
	  	878091BC0	  	TEACHERS INSUR + ANNUITY	  	15,486,150
	 BGEV
	  	097023AK1	  	BOEING CO	  	1,254,860

  

 Page 5 of 8 









							
	BGEV	  	478160AF1	  	JOHNSON + JOHNSON	  	1,152,975
	BGEV	  	589331AD9	  	MERCK + CO INC	  	1,113,439
	BGEV	  	976656BP2	  	WISCONSIN ELEC PWR CO	  	3,199,920
	BGEV	  	695114BT4	  	PACIFICORP	  	4,963,194
	BGEV	  	172967BL4	  	CITIGROUP INC	  	5,001,595
	BGEV	  	743315AL7	  	PROGRESSIVE CORP OH	  	5,023,544
	BGEV	  	906548BY7	  	UNION ELEC CO	  	2,182,950
	BGEV	  	020002AS0	  	ALLSTATE CORP	  	6,105,753
	BGEV	  	871829AJ6	  	SYSCO CORP 4 2	  	1,478,140
	BGEV	  	250847DZ0	  	DETROIT EDISON CO	  	2,368,750
	BGEV	  	478160AN4	  	JOHNSON + JOHNSON	  	21,492,512
	BGEV	  	773903AE9	  	ROCKWELL AUTOMATION INC	  	6,209,375
	BGEV	  	744448CA7	  	PUBLIC SVC CO COLO	  	1,119,678
	BGEV	  	26442TAB3	  	DUKE UNIV	  	23,703,135
	BGEV	  	406216AX9	  	HALLIBURTON CO	  	9,513,880
	BGEV	  	589331AQ0	  	MERCK AND CO INC	  	7,407,876
	BGEV	  	755111AU5	  	RAYTHEON CO	  	2,266,394
	BGEV	  	8447HBAA0	  	SOUTHTRUST BK BIRMINGHAM AL	  	1,073,890
	BGEV	  	20825CAF1	  	CONOCOPHILLIPS	  	2,562,884
	BGEV	  	6503668C4	  	NEWARK N J	  	359,391
	BGEV	  	771367BX6	  	ROCHESTER GAS + ELEC CORP	  	4,036,200
	BGEV	  	209111EF6	  	CONSOLIDATED EDISON CO NY INC	  	4,966,750
	BGEV	  	59156RAJ7	  	METLIFE INC	  	4,243,858
	BGEV	  	250847EA4	  	DETROIT EDISON CO	  	3,993,674
	BGEV	  	927804FA7	  	VIRGINIA ELEC + PWR CO	  	12,917,731
	BGEV	  	250847EB2	  	DETROIT EDISON CO	  	2,192,553
	BGEV	  	059512AE3	  	BANC AMER COML MTG TR 2007 3	  	8,221,772
	BGEV	  	52109PAG0	  	LB UBS MTG TR	  	2,417,568
	BGEV	  	00440EAK3	  	ACE INA HLDG INC	  	6,908,558
	BGEV	  	61166WAG6	  	MONSANTO CO NEW	  	10,473,871
	BGEV	  	70109HAH8	  	PARKER HANNIFIN CORP MEDIUM	  	5,277,219
	BGEV	  	26875PAC5	  	EOG RES INC	  	3,681,806
	BGEV	  	89837LAA3	  	TRUSTEES OF PRINCETON UNIV	  	7,044,381
	BGEV	  	882722KF7	  	TEXAS ST	  	59,775,970
	BGEV	  	914713C83	  	UNIVERSITY N C UNIV REVS	  	7,091,025
	BGEV	  	347314BF2	  	FORT EUSTIS/STORY HOUSE	  	5,951,400
	BGEV	  	00077TAA2	  	ABN AMRO BANK	  	1,917,901
	BGEV	  	008117AH6	  	AETNA INC	  	1,936,760
	BGEV	  	057224AK3	  	BAKER HUGHES INC	  	3,310,772
	BGEV	  	149123BJ9	  	CATERPILLAR INC.	  	8,371,141
	BGEV	  	742741AA9	  	PROCTER + GAMBLE PROFIT	  	2,502,448
	BGEV	  	87612EAK2	  	TARGET CORP	  	5,338,114
	BGEV	  	079867AM9	  	BELLSOUTH TELECOMMUNICATIONS	  	2,107,390
	BGEV	  	110122AC2	  	BRISTOL MYERS SQUIBB CO	  	5,970,466
	BGEV	  	141781AF1	  	CARGILL INC	  	2,278,360
	BGEV	  	638671AC1	  	NATIONWIDE MUT INS CO	  	2,882,580
	BGEV	  	842434CD2	  	SOUTHERN CA GAS CO	  	3,721,349

  

 Page 6 of 8 









							
	BGEV	  	4042Q1AA5	  	HSBC BK USA	  	7,237,777
	BGEV	  	438516AT3	  	HONEYWELL INTL INC	  	2,299,861
	BGEV	  	927804FB5	  	VIRGINIA ELEC + PWR CO	  	10,340,926
	BGEV	  	059511AB1	  	BANC AMER COML MTG TR 2007 2	  	16,017,596
	BGEV	  	26442CAA2	  	DUKE ENERGY CAROLINAS LLC	  	5,239,261
	BGEV	  	842400FJ7 .	  	SOUTHERN CA EDISON CO	  	4,531,725
	BGEV	  	263901AA8	  	DUKE ENERGY IND !NC	  	5,492,832
	BGEV	  	58013MEG5	  	MCDONALDS CORP MEDIUM TERM NTS	  	20,949,648
	BGEV	  	89837LAB1	  	TRUSTEES OF PRINCETON UNIV	  	4,289,741
	BGEV	  	002824AV2	  	ABBOTT LABS	  	2,105,127
	BGEV	  	842400FL2	  	SOUTHERN CA EDISON CO	  	27,667,716
	BGEV	  	52555LAA1	  	LELAND STANFORD JR UNIV CA MTN	  	5,388,530
	BGEV	  	532457AP3	  	LILLY ELI + CO	  	4,606,282
	BGEV	  	604074AA2	  	MINNESOTA MUTUAL LIFE INS CO	  	3,201,924
	BGEV	  	665228BQ4	  	NORTHERN IL GAS CO	  	2,149,940
	BGEV	  	31771C2B0	  	FINANCING CORP CPN FICO STRIPS	  	17,596,380
	BGEV	  	38141GEA8	  	GOLDMAN SACHS GROUP INC	  	4,680,588
	BGEV	  	737679CZ1	  	POTOMAC ELEC PWR CO	  	2,195,864
	BGEV	  	67021CAC1	  	NSTAR ELEC CO	  	10,352,859
	BGEV	  	45138LAT0	  	IDAHO PWR CO SECD MEDIUM TERM	  	2,601,050
	BGEV	  	26442CAB0	  	DUKE ENERGY CAROLINAS LLC	  	6,555,192
	BGEV	  	031162AW0	  	AMGEN INC	  	10,783,064
	BGEV	  	341099CL1	  	FLORIDA PWR CORP	  	5,451,931
	BGEV	  	740816AE3	  	PRESIDENT FELLOWS HARVARD COLL	  	16,525,650
	BGEV	  	134429AT6	  	CAMPBELL SOUP CO	  	9,814,202
	BGEV	  	677050AF3	  	OGLETHORPE POWER CORP	  	7,998,533
	BGEV	  	134429AG4	  	CAMPBELL SOUP CO	  	13,967,780
	BGEV	  	278058AM4	  	EATON CORP	  	1,616,855
	BGEV	  	33735YAA6	  	FIRST UNION CAPITAL II	  	490,000
	BGEV	  	172967BU4	  	CITIGROUP INC	  	8,359,335
	BGEV	  	798703AY0	  	SAN LUIS OBISPO CNTY CALIF	  	3,973,858
	BGEV	  	001822AA3	  	ANZ CAP TR I	  	3,000,120
	BGEV	  	742718DB2	  	PROCTER + GAMBLE CO	  	797,901
	BGEV	  	913017BJ7	  	UNITED TECHNOLOGIES CORP	  	244,224
	BGEV	  	341081EV5	  	FLORIDA PWR + LT CO	  	3,124,533
	BGEV	  	209111EM1	  	CONSOLIDATED EDISON CO NY INC	  	15,910,016
	BGEV	  	693304AH0	  	PECO ENERGY CO REO AS EXELON	  	5,204,692
	BGEV	  	29736RAC4	  	ESTEE LAUDER COS INC	  	2,539,025
	BGEV	  	36962G4B7	  	GENERAL ELEC CAP CORP	  	39,188,297
	BGEV	  	031162AZ3	  	AMGEN INC	  	8,054,314
	BGEV	  	898361AA8	  	TRUSTEES AMHERST COLLEGE	  	15,708,150
	BGEV	  	219207AB3	  	CORNELL UNIVERSITY	  	15,925,012
	BGEV	  	645913AS3	  	NEW JERSEY ECONOMIC DEV AUTH S	  	35,967,150
	BGEV	  	195869AJ1	  	COLONIAL PIPELINE CO	  	1,577,940
	BGEV	  	575767AE8	  	MASSACHUSETSS MUT LIFE INS CO	  	5,087,400
	BGEV	  	983024AG5	  	WYETH	  	11,922,564
	BGEV	  	144141CV8	  	CAROLINA PWR + LT CO	  	6,207,188

  

 Page 7 of 8 









								
	BGEV	  	12479MAB4	  	 CBC INS REV SECURITIZATION LLC
	  	 	2,972,425
	BGEV	  	59156RAM0	  	 METLIFE INC
	  	 	6,125,924
	BGEV	  	368710AC3	  	 GENENTECH INC
	  	 	2,877,547
	BGEV	  	4042Q1AB3	  	 HSBC BK USA NA GLOBAL MTN
	  	 	2,797,653
	BGEV	  	026874AZ0	  	 AMERICAN INTL GROUP INC
	  	 	8,268,750
	BGEV	  	110122AP3	  	 BRISTOL MYERS SQUIBB CO
	  	 	5,239,065
	BGEV	  	207597DX0	  	 CONNECTICUT LT + PWR CO
	  	 	6,291,500
	BGEV	  	38373MEQ9	  	 GOVERNMENT NATL MTG ASSN GTD
	  	 	11,647,521
	BGEV	  	38373Y6Z2	  	 GOVERNMENT NATL MTG ASSN
	  	 	3,996,027
	BGEV	  	38374B6R9	  	 GNR 2003 73 Z
	  	 	2,871,852
	BGEV	  	31394LJD5	  	 FEDERAL HOME LN MTG CORP
	  	 	4,632,217
	BGEV	  	38373MJR2	  	 GNR 2003 96 Z
	  	 	1,993,564
	BGEV	  	76116FAE7	  	 RESOLUTION FDG CORP PRINC STRP
	  	 	60,262,000
	BGEV	  	31394FTA3	  	 FNR 2005 83 AZ
	  	 	14,305,759
		  		  		  	 	 
		  		  	 Total:
	  	$	2,482,100,042
		  		  		  	 	 

  

 Page 8 of 8 








 EXHIBIT B 
 Specific Categories of Assets for Investments and Substitutions - Trust Account 
 The following specific categories of investments, as provided and defined in NY CLS Ins § 1404, shall be used for investments and/or substitutions of Assets with the Trust Account, pursuant to
Section 3(b) of the Trust Agreement: 
 1. Government Obligations, as are more specifically described in NY CLS Ins §
1404(a)(1); 
 2. Obligations of American Institutions, as are more specifically described in NY CLS Ins § 1404(a)(2);

 3. Preferred or Guaranteed Shares of American Institutions, as are more specifically described in NY CLS Ins §
1404(a)(3); 
 4. Equity Interests, as are more specifically described in NY CLS Ins § 1404(a)(8); 
 5. Investment Companies, as are more specifically described in NY CLS Ins § 1404(a)(10) provided that, any money market funds used for
investments of cash/assets must be NAIC approved and rated AAAm by Standard & Poor’s and Aaa by Moody’s ; and 
 6. Any other specific categories of investments that may, at some time in the future, be authorized pursuant to NY CLS Ins 
 § 1404, or any other relevant regulation or statute. 
 Any amendments to NY CLS Ins § 1404, or any other relevant regulation
or statute, which reduces or eliminates any specific categories of Assets available for investment and/or substitution within the Trust Account shall automatically be incorporated into this Exhibit B.