UNANIMOUS WRITTEN CONSENT
IN LIEU OF A MEETING OF
THE BOARD OF DIRECTORS OF
GE LIFE AND ANNUITY ASSURANCE COMPANY
September 14, 2005
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The undersigned, being the duly appointed directors of GE Life and Annuity
Assurance Company, a Virginia corporation (the "Company"), hereby take the
following actions by unanimous written consent in lieu of a meeting pursuant to
Title 13.1-685 of the Code of Virginia.
Election and Resignation of Company Officers
RESOLVED, that the following persons, be and hereby are, elected, effective the
date set forth opposite his or her name, to the designated position, to serve
until the next annual meeting or until such time as his or her respective
successor has been duly qualified and elected:
James H. Reinhart Senior Vice President August 9, 2005
Scott R. Lindquist Vice President September 2, 2005
Fredrick C. Conley Vice President July 11, 2005
Landis W. Atkinson Assistant Treasurer February 21, 2000
Shawn D. Parks Illustration Actuary November 13, 2003
FURTHER RESOLVED, that the resignation of Jamie S. Miller, Vice President of the
Company be, and hereby is, accepted as of September 2, 2005.
Separate Account Name Change
WHEREAS, on August 21, 1986, the Board established GE Life & Annuity Separate
Account II for the purposes delineated in the respective resolutions; and
WHEREAS, on February 10, 1987, the Board established GE Life & Annuity Separate
Account 4 for the purposes delineated in the respective resolutions; and
WHEREAS, on January 1, 1999, the Board established GE Life & Annuity Separate
Account 5 for the purposes delineated in the respective resolutions; and
WHEREAS, on August 1, 2001, the Board established GE Life & Annuity Separate
Account 6 for the purposes delineated in the respective resolutions; and
WHEREAS, on June 5, 2002, the Board established GE Life & Annuity Separate
Account 7 for the purposes delineated in the respective resolutions; and
WHEREAS, on July 7, 2004, the Board established GE Life & Annuity Separate
Account 8 for the purposes delineated in the respective resolutions; and
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WHEREAS, effective January 1, 2006 the Company will change its name to Genworth
Life and Annuity Insurance Company; and
WHEREAS, the Company wishes to conform the titles of the separate account to its
new name.
NOW, THEREFORE BE IT RESOLVED, that effective January 1, 2006, conditioned upon
the change of the Company's name, the Company, pursuant to the provisions of
Section 38.2-3113 of the Code of Virginia, shall hereby rename the following
separate accounts:
GE Life & Annuity Separate Account II, shall now be designated Genworth Life &
Annuity VL Separate Account 1
GE Life & Annuity Separate Account 4, shall now be designated Genworth Life &
Annuity VA Separate Account 1
GE Life & Annuity Separate Account 5, shall now be designated Genworth Life &
Annuity Group VA Separate Account 1
GE Life & Annuity Separate Account 6, shall now be designated Genworth Life &
Annuity MVA Separate Account
GE Life & Annuity Separate Account 7, shall now be designated Genworth Life &
Annuity VA Separate Account 2
GE Life & Annuity Separate Account 8, shall now be designated Genworth Life &
Annuity Group VA Separate Account 2; and
FURTHER RESOLVED, the use and purpose of these separate accounts remains
unchanged.
Minnesota Appointment
WHEREAS, The Company has been admitted, or has applied for admission, to
transact business in the State of Minnesota in conformity with the laws thereof.
THEREFORE BE IT RESOLVED, that this Company does hereby authorize the
Vice-President and Assistant Secretary, under the corporate seal of the Company
to make, constitute and appoint the Minnesota Commissioner of Commerce and
his/her successor in office, including any official who shall hereafter be
charged with the supervision of the business of insurance in the State of
Minnesota, its true and lawful attorney, in and for the State of Minnesota, on
whom all proofs of loss, any notice authorized or required by any contract with
said Company to be served on said Company, summonses and all lawful processes in
any action or legal proceeding against said Company in the State of Minnesota
may be served in accordance with the provisions of Minnesota Statutes section
45.028 and subject to all the provisions of the statutes and laws of said State
of Minnesota now in force, and such other acts as may be hereafter passed
amendatory hereof and supplementary thereto. The said attorney is duly
authorized and empowered, as the agent of said Company, to receive and accept
such service of all proofs of loss, any notice authorized or required by any
contract with said Company to be served on said Company, summonses and all
lawful processes in any action or legal proceeding against said
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Company as provided by the laws of the State of Minnesota, and such service
shall be deemed valid personal service upon said Company. This appointment shall
be binding upon any person or corporation which as successor acquires the
Company's assets or assumes its liabilities, by merger or consolidation or
otherwise. This appointment may be withdrawn only upon a written notice of
termination and, in any event, shall not be terminated by the Company or its
successor so long as any contracts or liabilities or duties arising out of
contracts entered into by the Company while it was doing business in this State
are in effect; and
FURTHER RESOLVED, that all such actions heretofore taken by such officers of the
Company relating to the matters hereinabove mentioned, hereby are ratified,
confirmed and approved in all respects.
Recession of Merger Authority
WHEREAS, by unanimous written consent dated April 22, 2005, the Board of
Directors of the Company authorized that the Company enter into an Agreement and
Plan of Merger with Federal Home Life Insurance Company, to take effect January
1, 2006 (the "Merger Agreement") whereby Federal Home Life Insurance Company
would merge with and into the Company and the Company would be the survivor in
such merger (the "Merger"); and
WHEREAS, since April 22, 2005, the Company's executive officers and Board of
Directors and those of Federal Home Life Insurance Company, have mutually agreed
to delay the merger by one year in order to allow the Companies to concentrate
on other initiatives during 2005 that they have deemed to be more important than
the Merger;
NOW, THEREFORE BE IT RESOLVED, that the Merger shall be delayed by one year;
and;
FURTHER RESOLVED, that the authorization granted to the officers of the Company
by the Board of Directors to enter into the Merger Agreement and to consummate
the Merger is hereby revoked; and
FURTHER RESOLVED, that the Company's officers each are hereby authorized and
directed to take whatever steps as they deem appropriate to notify the
appropriate insurance regulators and other interested parties that the Merger
has been postponed and that the Merger Agreement will not be executed as
planned; and
FURTHER RESOLVED, that should the Company and Federal Home Life Insurance
Company decide to enter into an Agreement and Plan of Merger in the future, the
Board of Directors of the Company will take the appropriate actions at such
future time.
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This consent may be executed in counterparts, each of which shall be deemed to
be an original, and all of which together shall be deemed to be the same
instrument. Any director may execute and deliver this consent by facsimile and
the evidence of a signature found on such facsimile shall be deemed to be an
original signature of that director.
DATED as of September 14, 2005.
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Paul A. Haley Brian W. Haynes
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Leon E. Roday Robert T. Methven
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Daniel C. Munson Pamela S. Schutz
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Geoffrey S. Stiff Thomas M. Stinson
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