Exhibit 4.3


 


Genworth Life and Annuity Insurance Company


 


Funding Agreement


 


POLICYHOLDER: 
Genworth Global Funding Trust 2008-28, its successors and permitted assignees


 


POLICY NUMBER: GS-R6044


 


EFFECTIVE DATE: May 30,
2008


 


ISSUE STATE:  Virginia


 


Genworth
Life and Annuity Insurance Company (“GLAIC”) (which term includes its
successors and permitted assignees) and the Policyholder hereby agree to the
terms of this funding agreement (this “Policy”).  This Policy, including the attached
Accumulation Fund Schedule, and any amendments thereto, constitutes the entire
contract between GLAIC and the Policyholder.  
This Policy is delivered in the Issue State and governed by the laws of
that state.


 


In witness whereof, GLAIC
and the Policyholder have agreed to this Policy as of the Effective Date and
caused the same to be in full force and effect.


 


	
  /s/ Thomas E. Duffy

  	
   

  	
  /s/Pamela S. Schutz

  
	
  Secretary

  	
   

  	
  President

  



 


Genworth Life and Annuity
Insurance Company


6610 West Broad Street


Richmond, VA  23230


1-800-635-8056


 

















 


Table of Contents


 


Section 1 –
Accumulation Fund – Establishment and Operation


 


Section 2 – Payments
From the Accumulation Fund


 


Section 3 –
Termination of Agreement


 


Section 4 – General
Provisions


 


Section 5 –
Definitions


 

















 


SECTION 1 –
ACCUMULATION FUND – ESTABLISHMENT AND OPERATION


 


1.1        POLICY PAYMENTS. 
The Policyholder agrees to pay to GLAIC in the currency specified in the
Accumulation Fund Schedule (the “Specified Currency”), and by wire transfer,
the Net Deposit Amount on the Deposit Date. 
Regardless of the Effective Date of the Policy or the Deposit Date
specified in the Accumulation Fund Schedule, this Policy shall become effective
only upon the receipt by GLAIC, or its designee, of the Net Deposit Amount.


 


1.2        ESTABLISHMENT OF THE
ACCUMULATION FUND.  Upon the receipt by GLAIC of the Net Deposit
Amount, GLAIC will establish an Accumulation Fund.  The Accumulation Fund is a general account
record that reflects the Fund Balance under this Policy.  GLAIC is neither a trustee nor a fiduciary
with respect to the Accumulation Fund. 
The Net Deposit Amount is allocated to GLAIC’s general account for
investment but all funds received under this Policy will become the exclusive
property of GLAIC without any duty or requirement for segregation or separate investment.  The Fund Balance is not affected by the
investment results of the assets held in the general account.


 


1.3        INTEREST ON THE
ACCUMULATION FUND.  The Guaranteed Rate for the Accumulation Fund
is effective until the Fund Balance is paid in full to the Policyholder.  Interest is credited based upon the
methodology specified in the Accumulation Fund Schedule.


 


1.4        VALUE OF THE
ACCUMULATION FUND.  The Fund Balance on any given day equals the Deposit
Amount plus interest, if any, credited thereon at the Guaranteed Rate, less any
payments made under Section 2 of the Policy.


 


SECTION 2 – PAYMENTS
FROM THE ACCUMULATION FUND


 


2.1        PERIODIC
PAYMENTS.  GLAIC will pay the Policyholder the amounts
specified in the Accumulation Fund Schedule as Periodic Payouts, including the
Maturity Payout, on the dates specified  (subject
to Section 4.7).  Such payment
amounts are adjusted to reflect any other payment payable under this Section of
the Policy.  The interest factor used in
making such adjustments is the Guaranteed Rate.


 


2.2        OPTIONAL REPAYMENT.  If so indicated in the Accumulation Fund
Schedule, GLAIC shall pay to the Policyholder the amount the Policyholder needs
to redeem or repay any notes or other instruments issued by the Policyholder
and backed by this Policy, pursuant to any limited right of redemption or
repayment contained in such note or instrument. 
GLAIC may require reasonable evidence that the redemption or repayment
request satisfies all the terms and conditions described in the prospectus,
prospectus supplement and/or pricing supplement applicable to such note or
other instrument.  Additional
restrictions, if any, on the Policyholder’s reimbursement rights under this Section may
be included in the Accumulation Fund Schedule.


 


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2.3        OPTIONAL REDEMPTION.  If so indicated in the Accumulation Fund
Schedule, GLAIC may elect to
pay the Policyholder all or any part of the Fund Balance on the Call Dates
specified in the Accumulation Fund Schedule. 
Unless otherwise provided in the Accumulation Fund Schedule, GLAIC will
give the Policyholder at least thirty-five (35) calendar days and no more than
seventy-five (75) calendar days notice of its intent to make such
pre-payment.  No adjustment will be made
to the amount of such payment, unless such adjustment is specifically provided
for in the Accumulation Fund Schedule.


 


2.4        MATURITY PAYMENTS.  GLAIC shall pay the Policyholder the Fund
Balance on the Maturity Date.


 


2.5        FORM OF PAYMENT.  All payments GLAIC makes to the Policyholder
will be made in the Specified Currency, by wire transfer, unless otherwise
agreed in writing by the parties hereto. Unless otherwise stated in the
Accumulation Fund Schedule, all payments GLAIC makes will be net of any
applicable withholding or deduction for or on account of any present or future
taxes, duties, levies, assessments or other governmental charges of whatever
nature imposed or levied by or on behalf of any governmental authority having
the power to tax.  Unless otherwise
specified in the Accumulation Fund Schedule, such net payments fully satisfy
GLAIC’s obligation to the Policyholder with respect to the full amount due.


 


SECTION 3 –
TERMINATION OF AGREEMENT


 


3.1        AUTOMATIC
TERMINATION/ACCELERATION.  This Policy
terminates with respect to the Accumulation Fund when the Fund Balance is zero
and GLAIC’s obligations hereunder shall automatically accelerate upon the
occurrence of an Event of Default described in Section 3.3(a).


 


3.2        EARLY
TERMINATION/ACCELERATION.  The Policyholder may
accelerate this Policy by giving GLAIC not less than two (2) Business Days’
written notice upon the occurrence of an Event of Default specified in Section 3.3
b., c. or d. below.  GLAIC may accelerate
this Policy, in whole but not in part, by giving the Policyholder not less than
forty-five (45) days’, but no more than seventy-five (75) days’, prior written
notice of the occurrence of a Tax Event as described in Section 3.4,
provided, however that this Policy shall not be terminated until the Fund
Balance has been paid to the Policyholder in full.


 


3.3        EVENTS OF DEFAULT. 
An Event of Default occurs if:


 


a.     GLAIC is
dissolved or a resolution is passed or proceeding is instituted for the
winding-up, liquidation or similar arrangement of GLAIC (other than pursuant to
a consolidation, amalgamation or merger);


 


b.     GLAIC
breaches any material obligation, representation or certification contained
herein, provided that there is no bona fide dispute as to whether such breach
has occurred and that such breach continues for fifteen (15) Business Days
following the Policyholder’s written notice to GLAIC of such breach;


 


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c.     GLAIC fails to make any required Periodic Payout
(other than the Maturity Payout) described in the Accumulation Fund Schedule or
any other payment described in Sections 2.2 or 2.3 of this Policy or any other
funding agreement GLAIC issues in connection with the Program, and such failure
continues for seven (7) Business Days after the due date thereof;


 


d.     GLAIC fails to make the Maturity Payout described in
the Accumulation Fund Schedule or in any other funding agreement GLAIC issues
in connection with the Program and such failure is continuing as of the end of
the Business Day following the due date thereof.


 


3.4        TAX EVENT.  A “Tax Event” occurs if GLAIC has received an
opinion of independent legal counsel stating in effect that there is more than
an insubstantial risk that as a result of 
any amendment to, or change (including any announced prospective change)
in, the laws (or regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein or any amendment to, or
change in, an interpretation or application of any such laws or regulations by
any governmental authority in the United States, which amendment or change is
enacted, promulgated, issued or announced on or after the Deposit Date, the
Policyholder is or will be within ninety (90) days of the date thereof, (1) subject
to an entity level U.S. federal income tax with respect to interest accrued or
received on this Policy or (2) subject to more than a de minimis amount of
taxes, duties or other governmental charges.


 


Notwithstanding anything to the
contrary in this Section 3, if GLAIC shall comply in all respects with the
requirements of this Section 3, but an event of default has occurred with
respect to the notes backed by the Policy and as a result payments with respect
to the notes have been accelerated, otherwise than by reason of any default
under this Policy by GLAIC, no Event of Default (as defined above) under this
Policy shall be deemed to have occurred, no payments with respect to this Policy
shall be accelerated and GLAIC will remain obligated to make payments under
this Policy as if no Event of Default had occurred with respect to the notes.


 


SECTION 4 – GENERAL
PROVISIONS


 


4.1        PAYMENT UPON TERMINATION.  Unless otherwise specified in the Accumulation
Fund Schedule, GLAIC shall pay the Policyholder the Fund Balance on the
Maturity Date.  Such payment fully
discharges GLAIC’s obligation to the Policyholder under this Policy.


 


4.2        DISCLAIMER OF
RESPONSIBILITY.  GLAIC’s only liability
is as set out in this Policy, including the Accumulation Fund Schedule attached
hereto.  In performing its obligations
under this Policy, GLAIC is not acting as a fiduciary or agent for the
Policyholder or anyone else regardless of whether or not they are directly or
indirectly associated with the Policyholder.


 


4.3        NOTICES.  All agreements, notices, directions, consents,
elections or other communication (“Notices”) required by this Policy must be in
writing, directed to the applicable address designated on the face page.  Any such Notices may be given by facsimile
transmission or other acceptable electronic means.  All Notices are effective when received.


 


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4.4        AMENDMENTS.  This Policy may be amended only by mutual
written agreement between the parties hereto.


 


4.5        CONFLICT.  To the extent that there is a conflict in
terms between the Policy and the Accumulation Fund Schedule, the Accumulation
Fund Schedule will control the conduct of the parties.


 


4.6        TRANSFERABILITY/ASSIGNMENT.  This Policy and the Accumulation Fund
established pursuant to it may solely be sold, assigned, transferred or pledged
in accordance with, and for the purposes contemplated by, the documents and
agreements governing the establishment and operation of the Program.  GLAIC will maintain a record of ownership of
this Policy on its books and records.


 


4.7        PAYMENTS BY
GLAIC.  When this Policy provides that GLAIC will
make a payment to the Policyholder, such payment shall be made to the
Policyholder or to the agent the Policyholder designates.  Unless otherwise specified in the
Accumulation Fund Schedule, if a payment date is not a Business Day, GLAIC will
pay such amount on the next Business Day.


 


4.8        WAIVER BY GLAIC.  At the Policyholder’s request, GLAIC may
waive any terms, conditions or adjustments provided for in this Policy.  Any such waiver is subject to any limitations
GLAIC specifies in making the waiver and does not require GLAIC to grant
similar future waivers to the Policyholder or anyone else.  A failure or delay in exercising a right
under this Policy does not waive GLAIC’s right or ability to assert such right
in the future.


 


4.9        MUTUAL REPRESENTATIONS.  The parties mutually represent and warrant,
each to the other, that:


 


a.     This Policy is its legal, valid and binding
obligation, enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditor’s
rights, and subject, as to enforceability, to general principals of equity,
regardless of whether enforcement is sought in proceeding in equity or law;


 


b.     It has the power to enter into this Policy and to
consummate the transactions contemplated hereby;


 


c.     All information provided in connection with this
Policy is, to the best of its knowledge and belief, true, correct and complete;


 


d.     The execution and the delivery of this Policy and the
performance of obligations hereunder do not and will not constitute or result
in a default, breach or violation, of the terms or provisions of its
certificate, articles or charter of incorporation, declaration of trust,
by-laws or any agreement, instrument, mortgage, judgment, injunction or order
applicable to it or any of its property.


 


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4.10      TAX PROVISIONS.  The Policyholder and each transferee and
assignee of this Policy, to the extent required by law, agree to provide GLAIC
with any properly completed tax forms that are needed for GLAIC to satisfy its
tax reporting obligations with respect to amounts held under this Policy.  This Policy is intended to be ignored for
U.S. federal, state and local income and franchise tax purposes. To the extent
it cannot be ignored, GLAIC and the Policyholder and each transferee and
assignee of this Policy agree to treat this Policy as GLAIC’s debt obligation
for U.S. federal, state and local income and franchise tax purposes.


 


SECTION 5 – DEFINITIONS


 


5.1        POLICY DEFINITIONS. 
The following terms have the meanings indicated:


 


“Accumulation
Fund” is the
accounting record GLAIC will establish under this Policy as described in Section 1.2.


 


“Accumulation
Fund Schedule” is
attached to this Policy and establishes the terms of the Accumulation Fund.


 


“Business
Day” is any day,
other than Saturday or Sunday, that is neither a legal holiday nor a day on
which commercial banks are authorized or required by law, regulation or
executive order to close, or are otherwise closed, in each Business Day City
specified in the Accumulation Fund Schedule.


 


“Call
Date” is the day
or days prior to the Stated Maturity Date, if any, specified in the
Accumulation Fund Schedule attached to this Policy, on which GLAIC may elect to
pay the Policyholder all or any part of the Fund Balance.  If no Call Date is indicated in an
Accumulation Fund Schedule, GLAIC will pay to the Policyholder the Fund Balance
prior to the Stated Maturity Date only to the extent provided in Section 3.2.


 


“Deposit
Amount” is the
amount GLAIC credits to the Accumulation Fund on the Deposit Date as set forth
in the Accumulation Fund Schedule.


 


“Deposit
Date” is the
date, specified in the Accumulation Fund Schedule, on which GLAIC receives the
Net Deposit Amount.


 


“Event
of Default” has
the meaning described in Section 3.3.


 


“Fund
Balance” is the
value of the Accumulation Fund, determined pursuant to Section 1.4.


 


“Guaranteed
Rate” is the
interest rate, if any, applied to the Accumulation Fund, as stated in the
Accumulation Fund Schedule.


 


“Indenture” is that certain indenture agreement,
made between the Policyholder and the Indenture Trustee related to the notes to
be supported by this Policy as such agreement may be amended, supplemented or
replaced from time to time.


 


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“Indenture
Trustee” is the
party specified as trustee under the Indenture, or its successor.


 


“Maturity
Date” is the
earlier of (i) the Stated Maturity Date and (ii) each date on which
the Fund Balance is payable in full to the Policyholder pursuant to an Event of
Default, Optional Repayment, Optional Redemption or otherwise.  Unless otherwise indicated in the
Accumulation Fund Schedule, if any of the foregoing dates is not a Business
Day, the Maturity Date is the next following Business Day.  Interest accrues during such delay only if
specified in the Accumulation Fund Schedule.


 


“Net
Deposit Amount”
is the amount GLAIC receives from the Policyholder on the Deposit Date as set
forth in the Accumulation Fund Schedule.


 


“Program” is the Genworth Global Funding program,
as described in the prospectus relating thereto, including the applicable
prospectus supplement or pricing supplement or in any amendment thereto.


 


“Stated
Maturity Date” is
the date, as set forth on the Accumulation Fund Schedule, when the Fund Balance
is originally due and payable to the Policyholder.


 


“Tax
Event” has the
meaning described in Section 3.4.


 


5.2        OTHER DEFINITIONS. 
Other capitalized terms appearing in this Policy have the meanings indicated
on the Policy’s face page or in the Accumulation Fund Schedule.


 


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GLAIC


Accumulation
Fund Schedule – Fixed Rate


 


Policy
Number: GS-R6044


 


	
  Deposit
  Date:

  	
   

  	
  May 30, 2008 or
  the date the deposit is actually received by GLAIC

  
	
   

  	
   

  	
   

  
	
  Specified
  Currency:

  	
   

  	
  United
  States Dollars

  
	
   

  	
   

  	
   

  
	
  Deposit
  Amount:

  	
   

  	
  $9,022,000.00

  
	
   

  	
   

  	
   

  
	
  Net
  Deposit Amount:

  	
   

  	
  $8,796,450.00

  
	
   

  	
   

  	
   

  
	
  Stated
  Maturity Date:

  	
   

  	
  May 15, 2033

  
	
   

  	
   

  	
   

  
	
  Guaranteed
  Rate:

  	
   

  	
  6.20%

  
	
   

  	
   

  	
   

  
	
  Crediting
  Period:

  	
   

  	
  The
  first Crediting Period shall be a short period commencing on the Deposit Date
  to but excluding November 15, 2008. Each subsequent Crediting Period
  shall be the semi-annual period occurring between the 15th of each
  May and November thereafter. The final Crediting Period will be the
  period from and including November 15, 2032, to but excluding May 15,
  2033.

  
	
   

  	
   

  	
   

  
	
  Interest
  Crediting:

  	
   

  	
  Interest
  is credited based upon a 30/360 basis,
  applied to the Fund Balance each day.

  
	
   

  	
   

  	
   

  
	
  Periodic
  Payouts:

  	
   

  	
  On
  the 15th of each May and November,
  GLAIC will pay the Policyholder all accrued and unpaid interest (if such date
  is not a Business Day, the Periodic Payout will be made on the next following
  Business Day, and in such cases the amount of interest shall not be adjusted
  for non-Business Days) (each, an “Interest Payment Date”); provided, however, that
  the final Periodic Payout shall be on the Maturity Date, on which date all
  accrued and unpaid interest will be paid.

  
	
   

  	
   

  	
   

  
	
  Optional
  Repayment:

  	
   

  	
  Optional
  Repayments under Section 2.2 of the Policy may be made solely with
  respect to the “Survivor’s Option” described in Pricing Supplement No. 033
  dated May 19, 2008 to the Prospectus Supplement dated December 9,
  2005 related to the Program.

  



 















	
  Call
  Terms:

  	
   

  	
  Under
  Section 2.3 of the Policy, GLAIC may elect to pay the Policyholder all
  of the Fund Balance on May 15, 2013, or as of any date thereafter when a
  Periodic Payout is due (the “Call Dates”).

  
	
   

  	
   

  	
   

  
	
  Maturity
  Payout:

  	
   

  	
  On
  the Maturity Date, GLAIC will pay to the Policyholder the Fund Balance. If
  such date is not a Business Day, the Maturity Payout will be made on the next
  following Business Day; provided, however, that interest shall not accrue beyond the
  Maturity Date.

  
	
   

  	
   

  	
   

  
	
  Business
  Day City(s):

  	
   

  	
  New York, New York

  
	
   

  	
   

  	
   

  
	
  Other
  Terms:

  	
   

  	
  None

  



 


*********************


 


The calculation of the Guaranteed Rate and all
other payment terms of this Policy will be determined in the manner described
in the “Description of the Notes” section in the Prospectus Supplement.


 


*********************


 


 


	
  GENWORTH LIFE AND
  ANNUITY
 INSURANCE COMPANY

  	
  GENWORTH GLOBAL FUNDING
  TRUST 2008-28

  
	
   

  	
   

  
	
  By:

  	
   /s/ Pamela C.
  Asbury

  	
   

  	
  By*:

  	
   /s/ Patricia M.
  Child

  
	
   

  	
  Pamela C. Asbury

  	
   

  	
  Patricia M. Child

  
	
   

  	
   

  	
   

  	
   

  
	
  Official Title:

  	
  Vice President

  	
   

  	
  Official Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  May 28,
  2008

  	
   

  	
  Date:

  	
  May 28,
  2008

  
								



 






* It is expressly
understood and agreed that (a) this Policy is executed and delivered by
U.S. Bank National Association (“USB”) not individually or personally, but
solely as Trustee of the Genworth Global Funding Trust 2008-28 in the exercise
of powers and authority conferred and vested in it (b) each of the
representations, undertakings and agreements herein made on the part of the
Trust is made and intended not


 












 


as personal
representations, undertakings and agreements by USB but is made and intended
for the purpose of binding only the Trust, (c) nothing herein contained
shall be construed as creating any liability on USB individually or personally,
to perform any covenant either express or implied contained herein, all such
liability, if any being expressly waived by the parties hereto and by any
person claiming by, through or under the parties hereto and (d) under no
circumstances shall USB be personally liable for the payment of any
indebtedness or expenses of the Trust or be liable for the breach or failure of
any obligation, representation, warrant or covenant made or undertaken by the
Trust under this Policy or any other related documents.


 


*********************