Exhibit
10.28


 


 


DERIVATIVES
MANAGEMENT SERVICES AGREEMENT


 


 


AMONG


 


 


GE
LIFE AND ANNUITY ASSURANCE COMPANY,


 


FEDERAL
HOME LIFE INSURANCE COMPANY,


 


FIRST
COLONY LIFE INSURANCE COMPANY,


 


GENERAL
ELECTRIC CAPITAL ASSURANCE COMPANY,


 


AND


 


GENWORTH
FINANCIAL, INC.


 


AND


 


GNA
CORPORATION


 


AND


 


GENERAL
ELECTRIC CAPITAL CORPORATION


 


 


DATED
AS OF MAY 24, 2004


 

















 


THIS
DERIVATIVES MANAGEMENT SERVICES AGREEMENT (the “Agreement”) is made and entered into as of the
24th day of May, 2004 (the “Effective Date”), by and among GE LIFE AND ANNUITY
ASSURANCE COMPANY, an insurance company domiciled in the Commonwealth of
Virginia (“GELAAC”), FEDERAL HOME LIFE INSURANCE COMPANY, an insurance company
domiciled in the Commonwealth of Virginia (“FHL”), FIRST COLONY LIFE INSURANCE
COMPANY, an insurance company domiciled in the Commonwealth of Virginia
(“FCL”), GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY, an insurance company
domiciled in the State of Delaware (“GECA”; GECA, GELAAC, FHL and FCL are
individually a “Client” and collectively, the “Clients”), Genworth Financial,
Inc., a Delaware corporation (“GENWORTH”), GNA CORPORATION, a Washington
corporation (“GNA”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation (“GECC”).


 


RECITALS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


ARTICLE
I


DEFINITIONS
AND USAGE


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2

















 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
II


SERVICES


 


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


 


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


 


3

















 


to such Contract.


 


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


 


2.4                              
Covenants of GECC and GNA.


 


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


 


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


 


2.5                              
Recordkeeping and Reports; Review and Inspection.


 


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


 


4

















 


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


 


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


 


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


 


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


 


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


 


5

















 


ARTICLE
III


TERM
AND TERMINATION


 


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


 


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


 


ARTICLE
IV


COMPENSATION


 


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


 


ARTICLE
V


CONFIDENTIALITY


 


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


 


6

















 


ARTICLE
VI


REPRESENTATIONS
AND WARRANTIES


 


6.1         
By Client. 
Each Client represents and warrants that:


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
VII


MISCELLANEOUS


 


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


 


7

















 


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


 


7.2                              
Indemnification.


 


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


 


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


 


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


 


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


 


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


 


8

















 


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


 


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


 


If to GECC:


 


General Counsel--Treasury


General Electric Capital Corporation


201 High Ridge Road


Stamford, Connecticut 06927-9400


Facsimile:  (203) 357-3490


 


If to GNA:


 


General Counsel


GNA Corporation


6620 West Broad Street


Richmond, Virginia 23230


Facsimile:  (804) 662-2414


 


If to GENWORTH:


 


General Counsel


Genworth Financial, Inc.


6620 West Broad Street


Richmond, Virginia 23230


Facsimile:  (804) 662-2414


 


If to Client #1:


 


General Counsel


GE Life and Annuity Assurance Company


6610 West Broad Street


Richmond, Virginia 23230


Facsimile:  (804) 281-6005


 


9

















 


If to Client #2:


 


General Counsel


Federal Home Life Insurance Company


700 Main Street


Lynchburg, Virginia 24504


Facsimile:  (434) 948-5819


 


If to Client #3:


 


General Counsel


First Colony Life Insurance Company


700 Main Street


Lynchburg, Virginia 24504


Facsimile:  (434) 948-5819


 


If to Client #4


 


General Counsel


General Electric Capital Assurance Company


6620 West Broad Street

Richmond, Virginia 23230


Facsimile:  (804) 662-2414


 


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


 


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


 


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


 


10

















 


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


 


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


 


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


 


 


[THE REST OF THIS
PAGE IS LEFT BLANK INTENTIONALLY]


 


11

















 


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


 


 


	
   

  	
  GENERAL ELECTRIC
  CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James A. Parke

  
	
   

  	
   

  	
  Name:  James
  A. Parke

  
	
   

  	
   

  	
  Title:  Vice
  Chairman and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GENWORTH FINANCIAL,
  INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gary Prizzia

  
	
   

  	
   

  	
  Name:  Gary
  Prizzia

  
	
   

  	
   

  	
  Title:  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GNA CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gary Prizzia

  
	
   

  	
   

  	
  Name:  Gary
  Prizzia

  
	
   

  	
   

  	
  Title:  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL
  ASSURANCE COMPANY

  
	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gary Prizzia

  
	
   

  	
   

  	
  Name:  Gary
  Prizzia

  
	
   

  	
   

  	
  Title:  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GE LIFE AND ANNUITY
  ASSURANCE COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary Prizzia

  
	
   

  	
   

  	
  Name:  Gary
  Prizzia

  
	
   

  	
   

  	
  Title:  Treasurer

  



 


 


12

















 


 


	
   

  	
  FEDERAL HOME LIFE INSURANCE
  COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Gary Prizzia

  
	
   

  	
   

  	
  Name:  Gary Prizzia

  
	
   

  	
   

  	
  Title:  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FIRST COLONY LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gary Prizzia

  
	
   

  	
   

  	
  Name:  Gary Prizzia

  
	
   

  	
   

  	
  Title:  Treasurer

  



 


 


13

















 


EXHIBIT
1


 


ADOPTION
AGREEMENT


 


(DERIVATIVES
MANAGEMENT SERVICES AGREEMENT)


 


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


 


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


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [Name and Address of
  Corporation]

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
  Date:

  
	
   

  	
   

  	
   

  	
   

  



 


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