Exhibit 10.3



 Exhibit 10.3 
  
 EXPENSE AND INDEMNITY AGREEMENT 
  
 This Expense and Indemnity Agreement (this “Agreement”) is entered into as of [•], by and between GE Life and Annuity Assurance Company, a
stock life insurance company operating under a charter granted by the Commonwealth of Virginia (“GELAAC”), and GSS Holdings II, Inc., as trust beneficial owner (the “Trust Beneficial Owner”). 
  
 WHEREAS, in consideration of the Trust Beneficial Owner being the sole
beneficial owner of each Trust created in connection with the Program and pursuant to the Program Documents under which the Trust Beneficial Owner will have certain duties and obligations, GELAAC hereby agrees to the following compensation
arrangements and terms of indemnity. 
  
 NOW, THEREFORE, in
consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each party hereby agrees as follows: 
  
 ARTICLE I 
 DEFINITIONS 
  
 Section 1.01 Definitions. All capitalized terms not otherwise defined herein will have the meanings set forth in the Standard Indenture Terms attached as Exhibit 4.1 to Registration Statement on Form S-3 (File
No. 333-128718) filed with the Securities and Exchange Commission (the “Commission”) by GELAAC on September 30, 2005, as amended by Amendment No. 1 filed with the Commission on December 8, 2005. The following terms, as used
herein, have the following meanings: 
  
 “Excluded
Amounts” means (i) any obligation of any Trust to make any payment to any Holder in accordance with the terms of the applicable Indenture or such Trust’s Notes, (ii) any obligation or expense of any Trust to the extent that
such obligation or expense has actually been paid utilizing funds available to such Trust from payments under the applicable Funding Agreement, (iii) any cost, loss, damage, claim, action, suit, expense, disbursement, tax, penalty or liability
of any kind or nature whatsoever resulting from or relating to any insurance regulatory or other governmental authority asserting that: (a) any Trust’s Notes are, or are deemed to be, (1) participations in the applicable Funding
Agreement or (2) contracts of insurance, or (b) the offer, purchase, sale and/or transfer of any Trust’s Notes and/or the pledge and collateral assignment of the applicable Funding Agreement by any Trust to the Indenture Trustee on
behalf of the Holders of such Trust’s Notes (1) constitutes the conduct of the business of insurance or reinsurance in any jurisdiction or (2) requires such Trust or any Holder of such Trust’s Notes to be licensed as an insurer,
insurance agent or broker in any jurisdiction, (iv) any cost, loss, damage, claim, action, suit, expense, disbursement, tax, penalty or liability of any kind or nature whatsoever imposed on the Trust Beneficial Owner that results from the bad
faith, misconduct or negligence of the Trust Beneficial Owner, (v) any costs and expenses attributable solely to the Trust Beneficial Owner’s administrative overhead unrelated to the Program, (vi) any tax imposed on fees paid to the
Trust Beneficial Owner, (vii) any withholding taxes imposed on or with respect of payments made under the applicable Funding Agreement, the applicable Indenture or a Trust’s Note and (viii) any Additional Amounts paid to any Holder.

  

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 “Fees” means the fees agreed to between GELAAC and the Trust Beneficial Owner as set
forth in the fee schedule attached as Exhibit A to this Agreement. 
  
 “Obligation” means any and all (i) costs and expenses reasonably incurred (including the reasonable fees and expenses of counsel) relating to the offering, sale and issuance of the Notes by each
Trust under the Program and (ii) costs, expenses and taxes of each Trust; provided, however, that Obligations do not include Excluded Amounts. 
  
 ARTICLE II 
 SERVICES AND FEES 
  
 Section 2.01 Fees. GELAAC hereby agrees to pay the Trust
Beneficial Owner its Fees. 
  
 Section 2.02 Payment of
Obligations. (a) In the event that the Trust Beneficial Owner delivers written notice and evidence, reasonably satisfactory to GELAAC, of any Obligation of the Trust Beneficial Owner, GELAAC shall, upon receipt of such notice, promptly pay
such Obligation. Notice of any Obligation (including any invoices) should be sent to GELAAC at its address set forth in Section 4.04 herein, or at such other address as such party shall hereafter furnish in writing. 
  
 (b) The Trust Beneficial Owner will (i) from time to time execute all
such instruments and other agreements and take all such other actions as may be necessary or desirable, or that GELAAC may request, to protect any interest of GELAAC with respect to any Obligation or to enable GELAAC to exercise or enforce any
right, interest or remedy it may have with respect to any such Obligation and (ii) release to GELAAC any amount received from GELAAC relating to any Obligation or any portion of any Obligation, immediately after any such amount relating to such
Obligation, or any portion of any such Obligation, is otherwise received by the Trust Beneficial Owner from a party other than GELAAC. 
  
 (c) GELAAC and the Trust Beneficial Owner hereby agree that all payments due under this Agreement in respect of any Obligation shall be effected, and any
responsibility of GELAAC to pay such Obligation pursuant to this Agreement shall be discharged, by the payment by GELAAC to the account of the person to whom such Obligation is owed. 
  
 ARTICLE III 
 INDEMNIFICATION 
  
 Section 3.01
Indemnification. Subject to the remaining sections of this Article III, GELAAC covenants to fully indemnify and defend the Trust Beneficial Owner and its executive officers and directors (each, an “Indemnified Person”) for, and to
hold them harmless against, any and all loss, liability, claim, damage or reasonable expense (including the reasonable compensation, expenses and disbursements of its counsel) arising out of the acceptance by the Trust Beneficial Owner, in its
capacity as Trust Beneficial Owner, of the performance of its duties and/or the exercise of its respective rights under the applicable Trust Agreement, including the reasonable costs and expenses of defending itself against or investigating any
claim of liability in the premises, except to the extent such loss, liability, claim, damage or expense arises out of or is related to the bad faith, misconduct or negligence of the Trust Beneficial Owner. 

  

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 Notwithstanding anything to the contrary, GELAAC shall have no obligation to indemnify or defend the Trust Beneficial
Owner for any loss, liability, claim, damage or expense relating to (i) any costs and expenses attributable solely to the Trust Beneficial Owner’s administrative overhead unrelated to the Program or (ii) any tax imposed on the Fees
paid to the Trust Beneficial Owner. 
  
 Section 3.02
Proceedings. An Indemnified Person shall give prompt written notice to GELAAC of any action, suit or proceeding commenced or threatened against the Indemnified Person. In case any such action, suit or proceeding shall be brought involving an
Indemnified Person, GELAAC may, in its sole discretion, elect to assume the defense of the Indemnified Person, and, if it so elects, GELAAC shall, in consultation with such Indemnified Person, select counsel, reasonably acceptable to the Indemnified
Person, to represent the Indemnified Person and pay the reasonable fees and expenses of such counsel. In any such action, investigation or proceeding, the Indemnified Person shall have the right to retain its own counsel but GELAAC shall not be
obligated to pay the fees and disbursements of such counsel unless (i) GELAAC and the Indemnified Person shall have mutually agreed in writing to the retention of such counsel or (ii) the named parties to any such action, investigation or
proceeding (including any impleaded parties) include both GELAAC and the Indemnified Person and the Indemnified Person shall have reasonably and in good faith concluded that representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood that GELAAC shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Indemnified Persons. 
  
 Section 3.03 Contribution. If the indemnification provided for herein is finally determined by a court of competent jurisdiction to be invalid or unenforceable in accordance with its terms, then GELAAC shall contribute to the
amount paid or payable by an Indemnified Person as a result of such liability in such proportion as is appropriate to reflect the relative benefits received by GELAAC, on one hand, and the Trust Beneficial Owner, on the other hand, from the
transactions contemplated by the Program Documents. For this purpose, the benefits received by GELAAC shall be the aggregate value of the relevant Collateral, and the benefits received by the Trust Beneficial Owner shall be the Fees it has been paid
up to that point, as the Trust Beneficial Owner, less costs and unreimbursed expenses incurred by it, as Trust Beneficial Owner, in relation to such Collateral. If, however, the allocation provided by the immediately preceding two sentences is not
permitted by applicable law, then GELAAC shall contribute to such amount paid or payable by the Indemnified Person in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of GELAAC, on the one
hand, and the Trust Beneficial Owner, on the other hand, in connection with the actions or omissions which resulted in such liability, as well as any other relevant equitable considerations. 
  
 Section 3.04 Subrogation. GELAAC shall be subrogated to any right
of the Indemnified Person in respect of the matter as to which any indemnity was paid hereunder. 
  
 Section 3.05 Settlement. The Indemnified Person may not settle any action, investigation or proceeding without the consent of GELAAC, not to
be unreasonably withheld. 
  

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 Section 3.06 Survival. Notwithstanding any provision contained herein to the contrary, the
obligations of GELAAC under this Article III to any Indemnified Person shall survive the termination of this Agreement pursuant to Section 4.03 herein. 
  
 Section 3.07 General. The indemnification provided for herein supersedes in all respects any indemnification obligation of GELAAC contained in
any other Program Document to which the Trust Beneficial Owner is or becomes a party. 
  
 ARTICLE IV 
 MISCELLANEOUS 
  
 Section 4.01 Waiver. No waiver, modification or amendment of this Agreement shall be valid unless executed in
writing by the parties hereto. 
  
 Section 4.02 Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles. 
  

Section 4.03 Termination. This Agreement shall terminate and be of no further force and effect upon the date on which (i) there are no
Fees and there is no Obligation (other than any Obligation directly related to the indemnification obligations of GELAAC set forth in Article III hereof) due and payable under this Agreement and (ii) each Program Document has terminated;
provided, however, that this Agreement shall continue to be effective or shall be reinstated, as the case may be, if at any time the Trust Beneficial Owner must restore payment of any sums paid under any Obligation or under this
Agreement for any reason whatsoever. This Agreement is continuing, irrevocable, unconditional and absolute. 
  
 Section 4.04 Notices. All notices, demands, instructions and other communications required or permitted to be given to or made upon either
party hereto shall be in writing (including by facsimile transmission) and shall be personally delivered or sent by guaranteed overnight delivery or by facsimile transmission (to be followed by personal or guaranteed overnight delivery) and shall be
deemed to be given for purposes of this Agreement on the day that such writing is received by the intended recipient thereof in accordance with the provisions of this Section 4.04. Unless otherwise specified in a notice sent or delivered in
accordance with the foregoing provisions of this Section 4.04, notices, demands, instructions and other communications in writing shall be given to or made upon the respective parties thereto at their respective addresses (or their respective
facsimile numbers) indicated below: 
  
 To the Trust Beneficial
Owner: 
  
 GSS Holdings II, Inc. 
 445 Broad Hollow Road, Suite 239 
 Melville,
New York 11747 
 Attention: Andy Stidd 
 Facsimile: (212) 302-8767 
  

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 To GELAAC: 
  
 GE Life and Annuity Assurance Company 
 6610
West Broad Street 
 Richmond, Virginia 23230 
 Attention: Treasury, Building 1 
 Facsimile: (804) 662-7777 
  
 with a copy to: 
  
 GE Life and Annuity Assurance Company 
 6610 West Broad Street 
 Richmond, Virginia
23230 
 Attention: Heather Harker, Esq. 
 Facsimile: (804) 281-6005 
  
 Section 4.05
Counterparts. This Agreement may be executed in counterparts (including by facsimile transmission), each of which when so executed and delivered shall be deemed an original, but all of such counterparts shall together constitute one and the
same instrument. 
  
 Section 4.06 Change of Name.
Effective as of January 1, 2006, all references herein to “GE Life and Annuity Assurance Company” or “GELAAC” shall be changed to “Genworth Life and Annuity Insurance Company” or “GLAIC”, respectively.

  
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 IN WITNESS WHEREOF, the parties have executed this Expense and Indemnity Agreement by their duly
authorized officers as of the date hereof. 
  

			
	GE LIFE AND ANNUITY ASSURANCE
COMPANY
		
	By:	 	  


	Name:	 	 
	Title:	 	 
		
	By:	 	  


	Name:	 	 
	Title:	 	 
	
	GSS HOLDINGS II, INC.
		
	By:	 	  


	Name:	 	 
	Title:	 	 


  

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 Exhibit A 
  

FEES 
  
 The Trust Beneficial Owner shall be entitled to receive the following fees at the times set forth below: 
  

 A-1