SECOND AMENDMENT TO RETROCESSION AGREEMENT

1.

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

2.

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

3.

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

4.

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

5.

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

6.

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

7.

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

8.

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

4.

Expense Allowance:

9.

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

10.

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

11.

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

12.

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

GENWORTH LIFE INSURANCE COMPANY OF NEW YORK

UNION FIDELITY LIFE INSURANCE COMPANY

By:

By:

Name:

Kelly L. Groh

Name:

Lakshman Shanmugan

Title

Sr. Vice President & CFO

Title

Vice President & Chief Financial Officer

Date:

December 18, 2008

Date:

12/18/2008

1.

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

a.

Monthly Reinsured Policy Maintenance Reimbursement for any given month equals:

b.

Monthly Reinsured Claims Reimbursement for any given month equals:

2.

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

3.

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

4.

Charges for Special Projects :

a.

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

b.

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

5.

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

6.

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

a.

Service Charge Withhold for TAGGED Company SLA Deficiencies

i.

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

ii.

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

b.

Direct Reimbursements

i.

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

ii.

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

c.

Administrative Matters

i.

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

ii .

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

iii

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

iv.

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

v.

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

vi.

“Service Charge” for the Long Term Care Retroceded Business means: The COH Service Charge, as set forth in the Business Services Agreement, and the Reinsured Policy Maintenance Reimbursement.

vii.

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

viii.

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

(i)

Perform Services accurately;

(ii)

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

(iii)

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

(iv)

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

(v)

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

(vi)

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

(vii)

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