EX-10.27.1



 Exhibit 10.27.1 

AMENDMENT NO. 1 to 
 CAPITAL
MAINTENANCE AGREEMENT 
 This Amendment No. 1, dated as of December 1, 2013, by and between General Electric Capital Corporation,
a Delaware Corporation (“GECC”) and Union Fidelity Life Insurance Company, a Kansas-domiciled stock life insurance company (“UFLIC”). 

WHEREAS, GECC and UFLIC are parties to that certain Capital Maintenance Agreement dated as of January 1, 2004 (the “CMA”); and

 WHEREAS, after the date of the CMA, UFLIC changed its state of domicile from Illinois to Kansas pursuant to a redomestication effective
as of December 31, 2011, which redomestication was approved by each of the Illinois Department of Insurance and the Kansas Department of Insurance, respectively; and 

WHEREAS, GECC and UFLIC wish to amend the CMA to change certain references to UFLIC’s domiciliary regulator from Illinois to Kansas, in
order to reflect the fact that UFLIC is now a Kansas domiciled insurer; 
 NOW, THEREFORE, the parties hereto agree as follows: 

1.     Section 4 of the CMA shall be revised to read in its entirety as follows: 

“Termination. This agreement shall terminate (i) on the date as of which all of the obligations of UFLIC under the Reinsurance
Agreements are fully and finally discharged or (ii) by agreement of the parties hereto with prior written consent of the Ceding Companies and the insurance regulatory authorities of Delaware, Kansas, New York and Virginia, or any successor
domestic insurance regulatory agencies having domiciliary regulator powers with respect to any of the Ceding Companies or UFLIC, respectively (the “Domestic Regulators”).” 

2.     Section 6 of the CMA shall be revised to read in its entirety as follows: 

“Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Kansas,
irrespective of the choice of law principles of the State of Kansas. Any proceeding to resolve a dispute arising out of or related to this Agreement may be brought in any Federal or state court in Delaware, Kansas, New York or Virginia. The parties
consent to service and jurisdiction of such courts.” 
 3.     Section 8 of the CMA shall be revised to change the address for
providing notice to UFLIC to the following: 
 Union Fidelity Life Insurance Company 

7101 College Boulevard, 14th Floor 

Overland Park, Kansas 66210 

Attn: Chief Financial Officer 

With a copy to: 
 Union Fidelity
Life Insurance Company 
 135 N. Pennsylvania St., Suite 1800 

Indianapolis, Indiana 46204 

Attn: General Counsel 
 4.
    Except as provided in this Amendment No, 1, no other provision of the CMA shall be modified or revised. All capitalized terms used in this Amendment and not defined herein shall have the meaning assigned to such terms in the
CMA. 







 5.     This Amendment No. 1 shall be effective as of December 1, 2013, subject to
receipt of consent to this Amendment No. 1 from the Ceding Companies and the insurance regulatory authorities of Delaware, Illinois, Kansas, New York and Virginia, as indicated by the signatures provided below. 

IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be executed and delivered as of the day and year first written above
by their respective duly authorized officers. 
 GENERAL ELECTRIC CAPITAL CORPORATION 

 

					
	By:		 /s/ Dan Janki

			Name: 		 Dan Janki

			Its:		 Treasurer


 UNION FIDELITY LIFE INSURANCE COMPANY 
  

					
	By:		 /s/ Ronald D. Peters

			Name: 		 Ronald D. Peters

			Its:		 President


 Consented and agreed to by: 

GENWORTH LIFE INSURANCE COMPANY (f/k/a/ GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY) 

 

					
	By:		 /s/ Thomas E. Duffy

			Name: 		 Thomas E. Duffy

			Its:		 Vice President


 GENWORTH LIFE INSURANCE COMPANY OF NEW YORK (f/k/a GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK, and merged with
AMERJCAN MAYFLOWER LIFE INSURANCE COMPANY OF NEW YORK) 
  

					
		
	By:		 /s/ Thomas E. Duffy

			Name: 		 Thomas E. Duffy

			Its:		 Senior Vice President


 GENWORTH LIFE AND ANNUITY INSURANCE COMPANY (f/k/a GE LIFE AND ANNUITY ASSURANCE COMPANY, and merged with FEDERAL HOME
LIFE INSURANCE COMPANY AND FIRST COLONY LIFE INSURANCE COMPANY) 
  

					
		
	By:		 /s/ Thomas E. Duffy

			Name: 		 Thomas E. Duffy

			Its:		 Senior Vice President









 DELAWARE DEPARTMENT OF INSURANCE 
  

					
		
	By:		 /s/ Linda Sizemore

			Name: 		 Linda Sizemore

			Its:		 Director of Company Regulation


 ILLINOIS DEPARTMENT OF INSURANCE 
  

					
		
	By:		 See Exhibit A

			Name: 		  

			Its:		  


 KANSAS INSURANCE DEPARTMENT 
  

					
		
	By:		 /s/ Kenneth Abitz

			Name: 		 Kenneth Abitz

			Its:		 Director of Financial Surveillance


 NEW YORK DEPARTMENT OF FINANCIAL SERVICES 
  

					
	By:		 See Exhibit B

			Name: 		  

			Its:		  


 VIRGINIA BUREAU OF INSURANCE 
  

					
	By:		 See Exhibit C

			Name: 		  

			Its:		  









 Exhibit A 

Illinois Department of Insurance 
  

 

							
	 PAT QUINN
 Governor
	 		 		 	         ANDREW BORON

        Director


 May 13, 2014 

Ms. Nancy M. Liu 
 Assistant General Counsel 

Union Fidelity Life Insurance Company 
 Administrative Office 

4636 Somerton Road, Building 8 
 Trevose, PA 19053 

 

	RE:	Union Fidelity Life Insurance Company (UFLIC) 


	    	Request for Consent to Amend Capital Maintenance Agreement (CMA) and 


	    	Supplemental CMA Agreement 

 Dear Ms. Liu: 

The Illinois Department of Insurance (DOI) has received and reviewed your request dated April 10, 2014 in which UFLIC is requesting DOI’s consent to
amendment #1 to both the CMA and Supplemental CMA Agreement. 
 Pursuant to the CMA and the Supplemental CMA, both agreements require Illinois DOI to
consent to any amendments or modification due to UFLIC being a domestic company at the time the agreements were entered into. UFLIC re-domiciled to Kansas in 2011. Therefore, Illinois DOI has no objections to the proposed amendments which will now
allow the domiciled state to regulate the agreements. 
 If you have any questions or comments regarding this notice, please contact Alesia Pierce,
L/A&H Financial Analyst, at Alesia.Pierce@lllinois.gov or at (217)782-1777. 
 Sincerely, 

/s/ Andrew Boron 

Andrew Boron 

Director 
 AB: ap 

320 West Washington St. 

Springfield, Illinois 62767-0001 

(217) 782-4515 







 Exhibit B 
  





 
 September 18, 2014 

Nancy M. Liu 
 Assistant General Counsel 

Union Fidelity Life Insurance Company 
 4636 Somerton Road,
Building 8 
 Trevose, PA 19053 
  

	Re:	Amendment No. 1 to Capital Maintenance Agreement by and between General Electric 


	    	Capital Corporation and Union Fidelity Life Insurance Company (“UFLIC”)—Our File 


	    	Number
49388                                        
                                         
                                         
      

 Dear Ms. Liu: 

We have completed our review of the proposed Amendment to the Capital Maintenance Agreement between General Electric Capital Corporation and
Union Fidelity Life Insurance Company. The submission was made pursuant to Section 12 of the Agreement whereby prior written consent is required from the domestic regulator for an amendment. Genworth Life Insurance Company of New York, a
domestic life insurer, is a party to the Agreement. 
 Amendment No. 1 changes certain references to UFLIC’s domiciliary state
from Illinois to Kansas. UFLIC re-domiciled from Illinois to Kansas in 2011. 
 Based upon our review of the submission and in reliance upon
the facts and representations contained therein, we have no objection to the Amendment. To complete our file, kindly submit an executed copy of Amendment to the Life Bureau. Please refer to the captioned file number in future submissions regarding
this Amendment. 
 Very truly yours, 

/s/ George Brady 

George Brady, CFE, CIE 

Supervising Insurance Examiner 

Life Bureau 

(212) 480-4933 | ONE STATE STREET, NEW YORK, NY 10004-1511 | WWW.DFS.NY.GOV 







 Exhibit C 
  





 
 September 12, 2014 

Ms. Nancy M. Liu 
 Assistant General Counsel 

Union Fidelity Life Insurance Company 
 Administrative Office 

4636 Somerton Road, Building 8 
 Triose, PA 19053 

Dear Ms. Liu: 
 I am in receipt of your letter dated
April 10, 2014 concerning a Request for Consent to Amendment to Capital Maintenance Agreement for Union Fidelity Life Insurance Company (UFLIC). The purpose of the amendments is represented to be to change certain references to UFLIC’s
domiciliary state from Illinois to Kansas. UFLIC re-domiciled from Illinois to Kansas in 2011. You may accept this letter as documentation that this department has no objection to the amendments as outlined in your April 10, 2014 letter. Please
let me know if you have any questions. 
 Sincerely, 

/s/ Edward J. Buyalos, Jr. 

Edward J. Buyalos, Jr. CFE, CPA, CPCU 

Chief Financial Auditor 

Financial Regulation Division 

804-371-9605