FIRST AMENDMENT TO AMENDED AND RESTATED
                            PARTICIPATION AGREEMENT

This AMENDMENT ("Amendment") is made and entered into as of the 12th day of
December 2007 by and among GENWORTH LIFE AND ANNUITY INSURANCE COMPANY (the
"Company"), a Virginia corporation; and each of the VARIABLE INSURANCE PRODUCT
FUND, VARIABLE INSURANCE PRODUCT FUND II, VARIABLE INSURANCE PRODUCT FUND III,
VARIABLE INSURANCE PRODUCT FUND IV and VARIABLE INSURANCE PRODUCT FUND V, each
an unincorporated business trust organized under the laws of the Commonwealth
of Massachusetts (each, a "Fund").

   WHEREAS, the Company, on its behalf and on behalf of each Account, the
Underwriter and the Fund are parties to an Amended and Restated Participation
Agreement dated as of December 12, 2007 (the "Agreement");

   WHEREAS, the parties wish to amend certain provisions of the Agreement as
set forth herein; and

   WHERAS, capitalized terms used, but not defined, in this Amendment have the
meanings assigned to such terms in the Agreement.

   NOW THEREFORE, the parties hereby agree as follows:

1. Section 1.6 of the Agreement is hereby deleted in its entirety and replaced
with the following:

       "The Company agrees that purchases and redemptions of Portfolio shares
       offered by the then current prospectus of the Fund shall be made in
       accordance with the provisions of such prospectus."

2. Section 1.10 of the Agreement is hereby deleted in its entirety and replaced
with the following:

       "1.10. The Fund shall make the net asset value per share for each
       Portfolio available to the Company on a daily basis as soon as
       reasonably practical after the net asset value per share is calculated
       and shall use its best efforts to make such net asset value per share
       available by 6:30 p.m. Boston time."

3. Section 1.12 C (b) is hereby deleted in its entirety.

4. Section 1.12 D is hereby deleted in its entirety.

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5. The first sentence of Section 2.11 of the Agreement is hereby deleted in its
entirety and replaced with the following:

   "The Company represents and warrants that all of its officers and employees,
   dealing with the money and/or securities of the Fund are covered by a
   blanket fidelity bond or similar coverage for the benefit of the Fund, and
   that said bond is issued by a reputable bonding company, includes coverage
   for larceny and embezzlement, and is in an amount not less than the minimal
   coverage as required currently by Rule 17g-(1) of the 1940 Act or related
   provisions as may be promulgated from time to time."

6. Section 10.1 (a) is hereby deleted in its entirety and replaced with the
following: added to the Participation Agreement:

   "termination by any party for any reason by one hundred and eighty
   (180) days advance written notice delivered to the other parties; or"

7. Section 10.1 (h) is hereby terminated in its entirety.

8. Section 10.4 is hereby deleted in its entirety and replaced with the
following:

   "The Company shall not redeem Fund shares attributable to the Contracts (as
   opposed to Fund shares attributable to the Company's assets held in the
   Accounts) except as permitted by state and/or federal laws, regulations or
   other legal precedent of general application."

9. Section 12.9 is hereby amended by adding the following to the end of the
first sentence:

   "The Company shall provide the reports described in this section only to the
   extent they are publicly available. The Company shall be under no obligation
   to provide any such reports that contain privileged, confidential or
   non-public information."

10. Section 12.9 (c) is hereby deleted in its entirety.

Except as specifically set out in this Amendment, the parties do not intend to
modify or change in any way the provisions of the Participation Agreement. This
Amendment shall be in effective at the same time as the Participation Agreement.

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and on its behalf by its duly authorized representative
this 12th day of December 2007.

   GENWORTH LIFE AND ANNUITY INSURANCE COMPANY


   By:       --------------------------------------
   Name:     Heather Harker
   Title:    Vice President and Associate General Counsel

   VARIABLE INSURANCE PRODUCTS FUND,
   VARIABLE INSURANCE PRODUCTS FUND II
   VARIABLE INSURANCE PRODUCTS FUND III
   VARIABLE INSURANCE PRODUCTS FUND IV and
   VARIABLE INSURANCE PRODUCTS FUND V


   By:       --------------------------------------
   Name:     Kimberley Monasterio
   Their:    Senior Vice President & Treasurer

   FIDELITY DISTRIBUTORS CORPORATION


   By:       -----------------------------
   Name:     Bill Loehning
   Title:    Executive Vice President

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