Issued by Genworth Life and Annuity Insurance Company

NRSRO ratings are not specific to the Certificate and your
lifetime income payments (if any) or Base Income payments (if
any). You may obtain information on our financial condition by
reviewing our financial statements filed on Form 10-K for the
year ended December 31, 2007 filed with the SEC on
February 28, 2008, available at www.sec.gov.
Asset Allocation Issues.
The asset allocation models eligible for coverage under the
Certificate are generally designed to provide consistent returns
by reducing risk and, accordingly, the use of such models may
also limit the potential for your investments to appreciate. You
may earn a higher rate of return with an asset allocation model
not eligible for coverage under the Certificate.
GFWM has agreed to certain investment parameters for those
asset allocation models eligible for use with the Certificate,
which, in certain circumstances, if not adhered to, may result in
the termination of your Certificate.
If you become dissatisfied with the asset allocation model in
accordance with which the assets in your Account are invested,
and you make Withdrawals to invest in another investment
account or other model not eligible for use with the Certificate,
the Withdrawals may reduce the Withdrawal Guarantee
Amount; for example, if you took Excess Withdrawals or Early
Withdrawals in order to invest in another investment account or
model, your withdrawal Guarantee Amount will be reduced,
however, if you are over age 65 and you take a permitted
Withdrawal in order to invest in another investment account or
model, your Guarantee Amount will not be reduced. In addition,
such Withdrawals may have tax consequences. See “Taxation of
the Certificate” on page 25 for a discussion of the tax
consequences of the Certificate.
SUSPENSION AND TERMINATION
PROVISIONS OF THE CONTRACT AND THE
CERTIFICATES
Suspension of the Contract.
Certificates are issued pursuant to the terms of the Contract. In
certain circumstances described below, we may suspend the
Contract. Suspension of the Contract may result in termination
of the Contract in certain circumstances. Suspension or
termination of the Contract may reduce or eliminate the benefits
you may receive from your Certificate. How this may happen is
described in the following section.
We reserve the right to suspend the Contract in whole or in part
if any of the following events occur:
‰ non-compliance with any provision of this Contract;
‰ non-compliance with an applicable asset allocation
model;
‰ violation of any rights or obligations imposed by law as
determined by governing regulatory and/or judicial
bodies; or
‰ upon the occurrence of any additional Contract
suspension events.
We will provide the Contract Owner with written notice that
one of these suspension events has occurred. The notice will
indicate the scope of the suspension and the date the suspension
will begin. The suspension will not take effect if the cause is
cured within the pre-suspension cure period as shown in your
Certificate in a mutually acceptable manner. Your ability to pay
Additions to your Account may be restricted due to the
suspension an indicated in the notice described below. Contract
suspension will not otherwise change or suspend the calculation
of the benefits or charges under your Certificate.
If the Contract is suspended, we will provide you with written
notification of the suspension. You will have the right, during
the suspension cure period, to preserve your Withdrawal
Guarantee by transferring your Account Value to an advisory
account offered by an investment adviser other than GFWM
eligible for coverage by a certificate similar in material respects
to the Certificate or to an annuity contract that we, or one of our
affiliates, offer. The charges for these products may be higher
than the Asset Charge imposed under your Certificate. Upon
such transfer, the Contract Owner will not charge any fees for
the transfer notwithstanding termination fees imposed by your
Custodian consistent with your custodian agreement. The
Withdrawal Guarantee transferred will be equal to the
Withdrawal Guarantee on the Valuation Day of the transfer.
Termination of the Contract.
We reserve the right to terminate the Contract if any of the
following occur:
‰ the Contract Owner fails to cure the cause of a Contract
suspension within the suspension cure period as shown
on the Data Pages;
‰ the Contract Owner discontinues administration of this
Contract without arranging for a successor acceptable to
us;
‰ there is a violation of any material rights or obligations
imposed by law as determined by governing regulatory
and/or judicial bodies; or
‰ upon the occurrence of any additional Contract
termination events.
23