AMENDMENT NO. 5

PARTICIPATION AGREEMENT

The Participation Agreement (the “Agreement”), dated as of March 2, 2000, by and among AIM Variable Insurance Funds, a Delaware trust; A I M Distributors, Inc., a Delaware corporation; Genworth Life and Annuity Assurance Company, a Virginia life insurance company (LIFE COMPANY); and Capital Brokerage Corporation (UNDERWRITER), is hereby amended as follows:

     WHEREAS, effective April 30, 2010, AIM Variable Insurance Funds will be renamed AIM Variable Insurance Funds (Invesco Variable Insurance Funds). All references to AIM Variable Insurance Funds will hereby be deleted and replaced with AIM Variable Insurance Funds (Invesco Variable Insurance Funds);

     WHEREAS, on March 31, 2008, A I M Distributors, Inc. was renamed Invesco Aim Distributors, Inc. Effective April 30, 2010, Invesco Aim Distributors, Inc. will be renamed Invesco Distributors, Inc. All references to Invesco Aim Distributors, Inc. will hereby be deleted and replaced with Invesco Distributors, Inc.

     Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

SCHEDULE A

FUNDS AVAILABLE UNDER THE CONTRACTS

ALL SERIES I SHARES AND SERIES II SHARES OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

ACCOUNTS UTILIZING THE FUNDS

ALL ACCOUNTS UTILIZING THE FUNDS

CONTRACTS FUNDED BY THE ACCOUNTS

ALL CONTRACTS FUNDED BY THE ACCOUNTS

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All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Effective date: April 30, 2010

			AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
Attest:	/s/ Peter Davidson		By:	/s/ John M. Zerr
	Name:	Peter Davidson		Name:	John M. Zerr
	Title:	Assistant Secretary		Title:	Senior Vice President
			INVESCO DISTRIBUTORS, INC.
Attest:	/s/ Peter Davidson		By:	/s/ John S. Cooper
	Name:	Peter Davidson		Name:	John S. Cooper
	Title:	Assistant Secretary		Title:	President
			GENWORTH LIFE AND ANNUITY ASSURANCE COMPANY
Attest:	/s/ Mike Malinsky		By:	/s/ Michael P. Cogswell
	Name:	Mike Malinsky		Name:	Michael P. Cogswell
	Title:			Title:	VP
			CAPITAL BROKERAGE CORPORATION
Attest:	/s/ Michael D. Pappas		By:	/s/ Scott E. Wolle
	Name:	Michael D. Pappas		Name:	Scott E. Wolle
	Title:	Assoc. General Counsel		Title:	SVP & CCO

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