Exhibit 4.1


 


PRICING
INSTRUMENT


 


WHEREAS, the parties named herein desire to enter into certain Program
Documents (as defined herein) contained herein, each such document (unless
otherwise specified in such document) dated as of June 16, 2008, relating
to the issuance by Genworth Global Funding Trust 2008-31 (the “Trust”) of Notes
to investors under the secured notes program sponsored by Genworth Life and
Annuity Insurance Company (“GLAIC”), the terms of such Notes as specified in
the pricing supplement attached to this Pricing Instrument as Exhibit C
(the “Pricing Supplement”);


 


WHEREAS, the Trust is a trust and will be organized under and its
activities will be governed by the provisions of the Trust Agreement (set forth
in Section A of this Pricing Instrument), dated as of June 16, 2008,
by and between the parties thereto indicated in Section E herein;


 


WHEREAS, certain expense and indemnification arrangements between GLAIC
and the Trustee, on behalf of itself and on behalf of the Trust, are governed
pursuant to the provisions of the Expense and Indemnity Agreement dated as of October 1,
2006 by and between GLAIC and the Trustee;


 


WHEREAS, certain licensing arrangements between the Trust and Genworth
Financial, Inc. will be governed pursuant to the provisions of the License
Agreement dated as of October 28, 2005, by and between the Trust and
Genworth Financial, Inc.;


 


WHEREAS, certain custodial arrangements for the Funding Agreement will
be governed pursuant to the provisions of the Custodial Agreement (the “Custodial
Agreement”) dated as of December 7, 2005 by and among SunTrust Bank,
acting as custodian (the “Custodian”), the Indenture Trustee and the Trust;


 


WHEREAS, the Notes will be issued pursuant to the Indenture (set forth
in Section B of this Pricing Instrument), dated as of the Original Issue
Date, by and between the parties thereto indicated in Section E herein;


 


WHEREAS, the sale of the Notes will be governed by the Terms Agreement
(set forth in Section C of this Pricing Instrument), dated as of June 16,
2008, by and among the parties thereto indicated in Section E herein; and


 


WHEREAS, certain agreements relating to the Notes and the Funding
Agreement are set forth in the Coordination Agreement (set forth in Section D
of this Pricing Instrument), dated as of June 16, 2008, by and among the
parties thereto indicated in Section E herein.


 


All capitalized terms used herein and not otherwise defined will have
the meanings set forth in the Indenture.


 


1

















 


SECTION A


 


TRUST AGREEMENT


 


This TRUST AGREEMENT (this “Trust Agreement”), dated as of June 16,
2008, is entered into by and between GSS Holdings II, Inc., a Delaware
corporation, as trust beneficial owner (the “Trust Beneficial Owner”), and U.S.
Bank National Association, a national banking association, as Trustee (the “Trustee”).


 


References in the Standard Trust Terms
to JPMorgan Chase Bank, N.A. shall refer to The Bank of New York
Trust Company, N.A. and its permitted successors and assigns.


 


W I T N E S S E T H:


 


WHEREAS, the Trust Beneficial Owner and the Trustee desire to authorize
the issuance of a Trust Beneficial Interest and a series of Notes in connection
with the entry into this Trust Agreement;


 


WHEREAS, all things necessary to make this Trust Agreement a valid and
legally binding agreement of the Trustee and the Trust Beneficial Owner,
enforceable in accordance with its terms, have been done;


 


WHEREAS, the parties intend to provide for, among other things, (i) the
issuance and sale of the Notes (pursuant to the Indenture, the Distribution
Agreement and the related Terms Agreement) and the Trust Beneficial Interest, (ii) the
use of the proceeds of the sale of the Notes and Trust Beneficial Interest to
acquire the Funding Agreement, and (iii) all other actions deemed
necessary or desirable in connection with the transactions contemplated by this
Trust Agreement; and


 


WHEREAS, the parties hereto desire to incorporate by reference those
certain Standard Trust Terms, dated as of December 8, 2005, and attached
to the Pricing Instrument as Exhibit A
(the “Standard Trust Terms”).


 


NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which are hereby acknowledged, each party hereby agrees as follows:


 


ARTICLE 1


 


Section 1.01           Incorporation by Reference.  All terms, provisions and agreements set
forth in the Standard Trust Terms (except to the extent expressly modified
herein) are hereby incorporated herein by reference with the same force and
effect as though fully set forth herein. 
All capitalized terms not otherwise defined herein (including the
recitals hereof) shall have the meanings set forth in the Standard Trust Terms (the
Standard Trust Terms and this Trust Agreement, collectively, the “Trust
Agreement”).  To the extent that the
terms set forth in Article 2 of this Trust Agreement are inconsistent with
the terms of the Standard Trust Terms, the terms set forth in Article 2
herein shall apply.


 


A-1

















 


ARTICLE 2


 


Section 2.01           Name.  The
Trust created and governed by this Trust Agreement shall be the trust specified
in the Pricing Instrument.  The name of
the Trust shall be the name specified in the first paragraph of the Pricing
Instrument, as such name may be modified from time to time by the Trustee
following written notice to the Trust Beneficial Owner.


 


Section 2.02           Jurisdiction. 
The Trust is hereby organized in, and formed under and pursuant to, the
laws of the jurisdiction specified in the Pricing Supplement.


 


Section 2.03           Initial Capital Contribution and Ownership.  The Trust Beneficial Owner has paid or has
caused to be paid to, or to an account at the direction of, the Trustee, on the
date hereof, the sum of $15 (or, in the case of Notes issued with original
issue discount, such amount multiplied by the issue price of the Notes as
specified in the Pricing Supplement). 
The Trustee hereby acknowledges receipt in trust from the Trust
Beneficial Owner, as of the date hereof, of the foregoing contribution, which
shall be used along with the proceeds from the sale of the series of Notes to
purchase the Funding Agreement.  Upon the
creation of the Trust and the registration of the Trust Beneficial Interest in
the Securities Register (as defined in the Trust Agreement) by the Trust
Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner
shall be the sole beneficial owner of the Trust.


 


Section 2.04           Acknowledgment. 
The Trustee, on behalf of the Trust, expressly acknowledges its duties
and obligations set forth in the Standard Trust Terms incorporated herein by
reference.


 


Section 2.05           Additional Terms. 
Section 5.01(a) of the Standard Trust Terms is hereby replaced
with the following: “it is a national banking association duly organized,
validly existing and in good standing under the laws of the United States of
America and it is a “bank” within the meaning of Section 581 of the Code;”.


 


Section 2.06           Pricing Instrument; Execution and Incorporation of Terms.


 


The parties hereto will enter into the Trust Agreement by executing the
Pricing Instrument.


 


By executing the Pricing Instrument, the Trustee and the Trust
Beneficial Owner hereby agree that the Trust Agreement will constitute a legal,
valid and binding agreement between the Trustee and the Trust Beneficial Owner.


 


All terms relating to the Trust or the series of Notes not otherwise
included herein will be as specified in the Pricing Instrument or Pricing
Supplement, as indicated herein.


 


Section 2.07           Governing Law. 
This Trust Agreement will be governed by, and construed in accordance
with, the laws of the jurisdiction specified in the Pricing Supplement.


 


A-2

















 


Section 2.08           Counterparts. 
The Trust Agreement, through the Pricing Instrument, may be executed in
any number of counterparts, each of which counterparts shall be deemed to be an
original, and all of which counterparts shall constitute but one and the same
instrument.


 


A-3

















 


SECTION B


 


INDENTURE


 


This INDENTURE (this “Indenture”) is entered into as of the Original
Issue Date by and between the Genworth Global Funding Trust specified in the
Pricing Instrument (the “Trust”) and The Bank of New York Trust Company, N.A.,
as the indenture trustee (the “Indenture Trustee”).


 


The Bank of New York Trust Company, N.A., in its capacity as Indenture
Trustee, hereby accepts its role as Registrar, Paying Agent, Transfer Agent and
Calculation Agent hereunder.


 


References herein to “Indenture Trustee,” “Registrar,” “Transfer Agent,”
“Paying Agent” or “Calculation Agent” shall include the permitted successors
and assigns of any such entity from time to time and references in the Standard
Indenture Terms to The Bank of New York shall refer to U.S. Bank National
Association and its permitted successors and assigns.


 


W I T N E S S E T H:


 


WHEREAS, the Trust has duly authorized the execution and delivery of
this Indenture to provide for the issuance of Notes;


 


WHEREAS, all things necessary to make this Indenture a valid and
legally binding agreement of the Trust and the other parties to this Indenture,
enforceable in accordance with its terms, have been done, and the Trust
proposes to do all things necessary to make the Notes, when executed by the
Trust and authenticated and delivered pursuant hereto, valid and legally
binding obligations of the Trust as hereinafter provided; and


 


WHEREAS, the parties hereto desire to incorporate by reference those
certain Standard Indenture Terms, dated as of December 8, 2005, and
attached to the Pricing Instrument as Exhibit B
(the “Standard Indenture Terms”).


 


NOW, THEREFORE, for and in consideration of the premises and the
purchase of the Notes by the Holders thereof, it is mutually covenanted and
agreed by each of the parties hereto as follows:


 


ARTICLE 1


 


Section 1.01           Incorporation by Reference.  All terms, provisions and agreements set
forth in the Standard Indenture Terms (except to the extent expressly modified
herein) are hereby incorporated herein by reference with the same force and
effect as though fully set forth herein. 
All capitalized terms not otherwise defined herein (including the
recitals hereof) shall have the meanings set forth in the Standard Indenture
Terms (the Standard Indenture Terms and this Indenture, collectively, the “Indenture”).  To the extent that the terms set forth in Article 2
of this Indenture are inconsistent with the terms of the Standard Indenture
Terms, the terms set forth in Article 2 herein shall apply.


 


B-1

















 


ARTICLE 2


 


Section 2.01           Agreement
to be Bound.  Each of the Trust, the
Indenture Trustee, the Registrar, the Transfer Agent, the Paying Agent and the
Calculation Agent hereby agrees to be bound by all of the terms, provisions and
agreements set forth in the Indenture, with respect to all matters contemplated
in the Indenture, including, without limitation, those relating to the issuance
of the below-referenced Notes.


 


Section 2.02           Designation of the Trust, the Notes and the Funding
Agreement.  The Trust created
by the Trust Agreement specified in the Pricing Instrument and referred to
herein is the Genworth Global Funding Trust specified in the Pricing
Instrument.  The Notes issued by the Trust
and governed by the Indenture shall be the Notes specified in the Pricing
Supplement.  The Funding Agreement
designated hereby is the Funding Agreement designated in the Pricing
Supplement, effective as of the Original Issue Date, between the Trust and
Genworth Life and Annuity Insurance Company.


 


Section 2.03           Additional Terms. Notwithstanding anything to the
contrary in Section 2.04(c) of the Standard Indenture Terms, the
Indenture Trustee will give written notice of redemption to the Holders in
accordance with Section 1.06 of the Standard Indenture Terms not more than
seventy-five (75) calendar days and not less than thirty (30) calendar days
prior to the date set for such redemption. Notwithstanding anything to the
contrary in Section 2.04(f) of the Standard Indenture Terms, the
Indenture Trustee shall treat as satisfactory to it thirty-five (35) calendar
days’ notice from the Trust (or from GLAIC on behalf of the Trust) of a
redemption date for the Notes; provided that there are at least three Business
Days between the receipt by it of such notice and the deadline for giving
notice of such redemption under Section 2.04(c); provided further that the
Notes are in the form of Global Notes and the redemption is in whole.  The initial principal amount of the Notes
shall be $4,441,000.00.


 


Section 2.04           Pricing Instrument; Execution and Incorporation of Terms.


 


The parties hereto will enter into this Indenture by executing the
Pricing Instrument.


 


By executing the Pricing Instrument, the Indenture Trustee, the
Registrar, the Transfer Agent, the Paying Agent, the Calculation Agent and the
Trust hereby agree that the Indenture will constitute a legal, valid and
binding agreement between the Indenture Trustee, the Registrar, the Transfer
Agent, the Paying Agent, the Calculation Agent and the Trust.


 


All terms relating to the Trust or the Notes not otherwise included
herein will be as specified in the Pricing Instrument or Pricing Supplement, as
indicated herein.


 


Section 2.05           Counterparts. 
This Indenture, through the Pricing Instrument, may be executed in any
number of counterparts, each of which counterparts shall be deemed to be an
original, and all of which counterparts shall constitute one and the same
instrument.


 


 [Remainder of Page Left Intentionally
Blank]


 


B-2

















 


SECTION C


 


TERMS AGREEMENT


 


This TERMS AGREEMENT (this “Terms Agreement”) is entered into as of June 16,
2008 by and among Genworth Life and Annuity Insurance Company (“GLAIC”), the
Genworth Global Funding Trust specified in the Pricing Instrument (the “Trust”)
and the Agent specified in the Pricing Supplement (the “Agent”).


 


W I T N E S S E T H:


 


WHEREAS, GLAIC and the Agent have entered into that certain
Distribution Agreement dated December 9, 2005 (the “Distribution Agreement”).


 


NOW, THEREFORE, in consideration of the mutual promises set forth
herein and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, each of the parties hereby agrees as follows:


 


ARTICLE 1


 


Section 1.01           Incorporation by Reference.  The provisions of the Distribution Agreement
and the related definitions (unless otherwise specified herein) are
incorporated by reference herein and shall be deemed to have the same force and
effect as if set forth in full herein.


 


ARTICLE 2


 


Section 2.01           Addition of Trust as Party to Distribution Agreement.


 


Pursuant to Section 1 of the Distribution Agreement, each of the
undersigned parties hereby acknowledges and agrees that the Trust, upon
execution hereof by the Trust and the other parties to this Terms Agreement,
shall become a Trust for purposes of the Distribution Agreement in accordance
with the terms thereof, in respect of the Notes, with all the authority,
rights, powers, duties and obligations of a Trust under the Distribution
Agreement.  The Trust confirms that any
agreement, covenant, acknowledgment, representation or warranty under the
Distribution Agreement applicable to the Trust is made by the Trust at the date
hereof, unless another time or times are specified in the Distribution
Agreement, in which case such agreement, covenant, acknowledgment,
representation or warranty shall be deemed to be confirmed by the Trust at such
specified time or times.


 


All references to Section 9 (Indemnification) of the Distribution
Agreement to “solely with respect to the applicable Agent(s) or
Co-Agent(s)” will include all of such Agent’s or Co-Agent’s directors and
officers and each person, if any, who controls such Agent or Co-Agent within
the meaning of Section 15 of the Securities Act of 1933, as amended or Section 20
of the Securities Exchange Act of 1934, as amended.  All references in the Distribution Agreement
to the “Registration Statement”, the “Institutional Base Prospectus”, the “Retail
Base Prospectus”, any “preliminary prospectus”, the “Time of Sale Prospectus”
and the “Prospectus” shall also be deemed to include all documents incorporated
by reference therein.


 


C-1

















 


Section 2.02           Purchase of Notes as Principal.


 


(a)           Subject in all
respects to the terms and conditions of the Distribution Agreement, the Trust
hereby agrees to sell to the Agent and the Agent hereby agrees to purchase the
Notes having the terms specified in the Pricing Supplement relating to such
Notes. The initial principal amount of the Notes is $4,441,000.00.


 


(b)           In connection with
any purchase of Notes from the Trust by the Agent as principal, the parties
agree that the items specified on Schedule I of the Pricing Instrument will be
delivered as of the Settlement Date.


 


Section 2.03           Termination. 
Upon the termination of this Terms Agreement pursuant to Section 13(b) of
the Distribution Agreement the undersigned parties hereby agree to allocate the
expenses reasonably incurred prior to or in connection with such termination as
follows:


 


The expenses will be borne by GLAIC.


 


Section 2.04           Applicable
Time.  For purposes of the
Distribution Agreement, the Applicable Time shall be 3:43 pm EST, June 16,
2008.


 


Section 2.05           Governing Law. 
This Terms Agreement shall be governed by and construed in accordance
with the laws of the State of New York without regard to the principles of
conflicts of laws thereof.


 


Section 2.06           Notices. For purposes of Section 14 of the
Distribution Agreement, the Trust’s communications details are as set forth in Section D
of the Pricing Instrument.


 


Section 2.07           Additional Terms. 
The Agent represents, warrants and covenants with or to (as the case may
be) the Trust and the Company that it has not offered, sold or delivered and it
will not offer, sell or deliver, any of the Notes, in or from any jurisdiction
except under circumstances that are reasonably designed to result in compliance
with the applicable securities laws and regulations thereof.


 


Section 2.08           Pricing Instrument; Execution and Incorporation of Terms.


 


The parties hereto will enter into this Terms Agreement by executing
the Pricing Instrument.


 


By executing the Pricing Instrument, each party hereto agrees that this
Terms Agreement will constitute a legal, valid and binding agreement by and
among such parties.


 


All terms relating to the Trust or the Notes not otherwise included in
this Terms Agreement will be as specified in the Pricing Instrument or Pricing
Supplement, as indicated herein.


 


Section 2.09           Counterparts. 
This Terms Agreement, through the Pricing Instrument, may be executed in
any number of counterparts, each of which counterparts shall be deemed to be an
original, and all of which counterparts shall constitute but one and the same
instrument.


 


C-2

















 


SECTION D


 


COORDINATION AGREEMENT


 


This COORDINATION AGREEMENT (this “Coordination Agreement”), dated as
of June 16, 2008, is entered into by and among Genworth Life and Annuity
Insurance Company (“GLAIC”), the Genworth Global Funding Trust specified in the
Pricing Instrument (the “Trust”), SunTrust Bank, in its capacity as custodian
of the Funding Agreement (“Custodian”) and The Bank of New York Trust Company,
N.A., as the indenture trustee (the “Indenture Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Trust will enter into the Funding Agreement with GLAIC,
effective as of the Original Issue Date specified in the Pricing Supplement;


 


WHEREAS, the Agents (as defined in the Distribution Agreement) will
sell the Notes in accordance with the Registration Statement;


 


WHEREAS, the Trust intends to issue the Notes in accordance with the
Indenture, to collaterally assign to, and grant a security interest in, the
Funding Agreement to and in favor of the Indenture Trustee in accordance with
the Indenture to secure payment of the Notes; and


 


WHEREAS, the Custodian will hold the Funding Agreement on behalf of the
Indenture Trustee pursuant to the terms of the Custodial Agreement.


 


NOW, THEREFORE, to give effect to the agreements and arrangements
established under the Terms Agreement included in the Pricing Instrument, as
applicable, the Trust Agreement, the Indenture and the Notes, and in
consideration of the agreements and obligations set forth herein and for other
good and valuable consideration, the sufficiency of which are hereby
acknowledged, each party hereby agrees as follows:


 


ARTICLE 1


 


Section 1.01           Delivery of the Funding Agreement.  The Trust hereby authorizes the Custodian, on
behalf of the Indenture Trustee, to receive the Funding Agreement from GLAIC
pursuant to the assignment of the Funding Agreement (the “Assignment”), to be
entered into on the Original Issue Date, included in the closing instrument
dated as of the Original Issue Date (the “Closing Instrument”).


 


Section 1.02           Issuance and Purchase of the Notes.


 


(a)           Delivery of the
Funding Agreement to the Custodian, on behalf of the Indenture Trustee,
pursuant to the Assignment or execution of the cross-receipt contained in the
Closing Instrument shall be confirmation of payment by the Trust for the
Funding Agreement.


 


(b)           The Trust hereby
directs the Indenture Trustee, upon receipt of the Funding Agreement by the
Custodian, on behalf of the Indenture Trustee and pursuant to the Assignment, 


 


D-1

















 


(i) to authenticate the certificates representing
the Notes (the “Certificates”) in accordance with the Indenture and (ii) to
(A) deliver each relevant Certificate to the clearing system or systems
identified in each such Certificate, or to the nominee of such clearing system,
or the custodian thereof, for credit to such accounts as the Agent may direct,
or (B) deliver each relevant Certificate to the purchasers thereof as
identified by the Agent.


 


ARTICLE 2


 


Section 2.01           Directions Regarding Periodic Payments.  As registered owner of the Funding Agreement
as collateral securing payments on the Notes, the Indenture Trustee will
receive payments on the Funding Agreement on behalf of the Trust.  The Trust hereby directs the Indenture
Trustee to use such funds to make payments on behalf of the Trust pursuant to
the Trust Agreement and the Indenture.


 


Section 2.02           Maturity of the Funding Agreement.  Upon the maturity of the Funding Agreement
and the return of funds thereunder, the Trust hereby directs the Indenture
Trustee to set aside from such funds an amount sufficient for the repayment of
the outstanding principal on the Notes and Trust Beneficial Interest when due.


 


ARTICLE 3


 


Section 3.01           Officer’s Certificates.  GLAIC hereby agrees to deliver an Officer’s
Certificate, a copy of which is attached hereto as Exhibit D,
on a quarterly basis to any rating agency currently rating the Program.  The Trust hereby agrees to deliver an Officer’s
Certificate, a copy of which is attached to the Pricing Instrument as Exhibit E, on a quarterly basis to any
rating agency currently rating the Program.


 


Section 3.02           Filings. 
GLAIC hereby covenants to file, or cause to be filed, in a timely manner
on behalf of the Trust all reports, certifications or similar filings required
under the Securities Exchange Act of 1934, as amended.


 


ARTICLE 4


 


Section 4.01           No Additional Liability.  Nothing in this Coordination Agreement shall
impose any liability or obligation on the part of any party to this
Coordination Agreement to make any payment or disbursement in addition to any
liability or obligation such party has under the Program Documents, except to
the extent that a party has actually received funds which it is obligated to
disburse pursuant to this Coordination Agreement.


 


Section 4.02           No Conflict. 
This Coordination Agreement is intended to be in furtherance of the
agreements reflected in the documents related to the Program Documents, and not
in conflict.  To the extent that a provision
of this Coordination Agreement conflicts with the provisions of one or more
Program Documents, the provisions of such Program Documents shall govern.


 


Section 4.03           Governing Law. 
This Coordination Agreement shall be governed by and construed in accordance
with the laws of the State of New York without regard to the principles of
conflicts of laws thereof.


 


D-2

















 


Section 4.04           Severability. 
If any provision in this Coordination Agreement shall be invalid, illegal
or unenforceable, such provision shall be deemed severable from the remaining
provisions of this Coordination Agreement and shall in no way affect the
validity or enforceability of such other provisions of this Coordination
Agreement.


 


Section 4.05           Notices. 
All demands, notices and communications under this Coordination
Agreement shall be in writing and shall be deemed to have been duly given upon
receipt at the addresses set forth below:


 


To the Trust:


 


Genworth
Global Funding Trust 2008-31

c/o U.S. Bank National Association

Corporate Trust Services

209 S. LaSalle Street, Suite 300

Chicago, Illinois 60604

Attention:  Patricia Child, VP

Facsimile: (312) 325-8905


 


To the Indenture Trustee:


 


The Bank of New
York Trust Company, N.A.

2 North LaSalle Street, Suite 1020

Chicago, Illinois 60602

Attention: Corporate Finance

Facsimile: (312) 827-8542


 


To GLAIC:


 


Genworth Life and
Annuity Insurance Company

6610 West Broad Street

Richmond, Virginia 23230

Attention: Treasurer

Facsimile: (804) 662-7777


 


with a copy to:


 


Genworth Life and
Annuity Insurance Company

6610 West Broad Street

Richmond, Virginia 23230

Attention: Heather Harker, Esq.

Facsimile: (804) 281-6005


 


D-3

















 


To the Custodian:


 


SunTrust Bank

919 East Main Street


Richmond, Virginia 23219

Attention: Retirement Services


Facsimile: (804) 782-7439


 


or at such other
address as shall be designated by any such party in a written notice to the
other parties.


 


ARTICLE 5


 


Section 5.01           Pricing Instrument; Execution and Incorporation of Terms.


 


The parties to this Coordination Agreement will enter into this
Coordination Agreement by executing the Pricing Instrument.


 


By executing the Pricing Instrument, each party hereto agrees that this
Coordination Agreement will constitute a legal, valid and binding agreement by
and among the Trust, GLAIC, the Custodian and the Indenture Trustee.


 


All terms relating to the Trust or the Notes not otherwise included in
this Coordination Agreement will be as specified in the Pricing Instrument or
Pricing Supplement, as indicated herein.


 


Section 5.02           Counterparts. 
This Coordination Agreement, through the Pricing Instrument, may be
executed in any number of counterparts, each of which counterparts shall be
deemed to be an original, and all of which counterparts shall constitute but
one and the same instrument.


 


Section 5.03           Capitalized Terms.  All capitalized terms used herein and not
otherwise defined in this Coordination Agreement will have the meanings set
forth in the Indenture.


 


[Remainder of Page Left
Intentionally Blank]


 


D-4
















 


SECTION E


 


MISCELLANEOUS AND
EXECUTION PAGES


 


This Pricing Instrument may be executed by each of the
parties hereto in any number of counterparts, and by each of the parties hereto
on separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.


 


Each signatory, by its execution hereof, does hereby
become a party to each of the agreements or indenture identified for such party
as of the date specified in such agreements or indenture.


 


IN WITNESS WHEREOF, the undersigned have executed this
Pricing Instrument with respect to the Notes as of the date first written
above.


 


 


	
   

  	
  GENWORTH LIFE AND ANNUITY INSURANCE COMPANY (in executing below
  agrees and becomes a party to (i) the Terms Agreement set forth in
  Section C herein and (ii) the Coordination Agreement set forth in
  Section D herein)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Pamela C.
  Asbury

  
	
   

  	
   

  	
  Name: Pamela C. Asbury

  
	
   

  	
   

  	
  Title: Vice President

  



 


[Execution
Page 1 of 3]


 


E-1

















 


	
   

  	
  THE GENWORTH GLOBAL FUNDING TRUST DESIGNATED IN THIS
  PRICING INSTRUMENT (in executing below agrees and becomes a party to
  (i) the Indenture set forth in Section B herein, (ii) the Terms
  Agreement set forth in Section C herein and (iii) the Coordination
  Agreement set forth in Section D herein)

  
	
   

  	
   

  
	
   

  	
  By: U.S. BANK NATIONAL ASSOCIATION, not in its
  individual capacity but solely in its capacity as Trustee of the Trust

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Patricia
  M. Child

  
	
   

  	
   

  	
  Name:  Patricia
  M. Child

  
	
   

  	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION (in executing below
  agrees and becomes a party to the Trust Agreement set forth in Section A
  herein), as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Patricia M. Child

  
	
   

  	
   

  	
  Name:  Patricia
  M. Child

  
	
   

  	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION (in executing below
  acknowledges and agrees to Section 5.01 of the Trust Agreement as set
  forth in and amended by Section A herein), in its individual capacity

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/
  Patricia M. Child

  
	
   

  	
   

  	
  Name:  Patricia
  M. Child

  
	
   

  	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  GSS HOLDINGS II, INC. (in executing below agrees and
  becomes a party to the Trust Agreement set forth in Section A herein),
  as Trust Beneficial Owner

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Bernard
  J. Angelo

  
	
   

  	
   

  	
  Name:  Bernard
  J. Angelo

  
	
   

  	
   

  	
  Title:  Vice
  President

  



 


[Execution
Page 2 of 3]


 


E-2

















 


	
   

  	
  THE BANK OF NEW YORK TRUST COMPANY, N.A. (in executing below agrees
  and becomes a party to (i) the Indenture set forth in Section B
  herein, as Indenture Trustee, Registrar, Transfer Agent, Paying Agent and
  Calculation Agent and (ii) the Coordination Agreement set forth in
  Section D herein), as Indenture Trustee, Registrar, Transfer Agent,
  Paying Agent and Calculation Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ R.
  Tarnas

  
	
   

  	
   

  	
  Name: R. Tarnas

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  SUNTRUST BANK (in executing below agrees and becomes a party to the
  Coordination Agreement set forth in Section D herein), as Custodian

  
	
   

  	
   

  
	
   

  	
  By: 

  	
    /s/ Richard
  J. Owens, III

  
	
   

  	
   

  	
  Name: Richard J.
  Owens, III

  
	
   

  	
   

  	
  Title: VP/Trust Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  INCAPITAL,
  LLC (in executing below agrees and becomes a party to the Terms Agreement set
  forth in Section C herein)

  
	
   

  	
   

  
	
   

  	
  By: 

  	
    /s/ Brian
  Walker

  
	
   

  	
   

  	
  Name: Brian Walker

  
	
   

  	
   

  	
  Title: Managing Director

  



 


[Execution
Page 3 of 3]


 


E-3

















 


EXHIBIT A

Standard Trust Terms


 


As filed as Exhibit 4.5
to the Registration Statement on Form S-3 (File No. 333-128718),
filed by Genworth Life and Annuity Insurance Company with the Securities and
Exchange Commission (the “Commission”) on September 30, 2005, as amended
by Amendment No. 1, filed with the Commission on December 8, 2005.


 


A-1

















 


EXHIBIT B

Standard Indenture Terms


 


As filed as Exhibit 4.1
to the Registration Statement on Form S-3 (File No. 333-128718),
filed by Genworth Life and Annuity Insurance Company with the Securities and
Exchange Commission (the “Commission”) on September 30, 2005, as amended
by Amendment No. 1, filed with the Commission on December 8, 2005.


 


B-1

















 


EXHIBIT C

Pricing Supplement


 


As filed with the
Securities and Exchange Commission pursuant to Rule 424(b) under the
Securities Act, dated as of June 9, 2008, with respect to the Notes to be
issued by the Trust.


 


C-1

















 


EXHIBIT D

Genworth Life and Annuity Insurance Company


 


Officer’s Certificate


 


The undersigned, an officer of Genworth Life and
Annuity Insurance Company, a stock life insurance company operating under a
charter granted by the Commonwealth of Virginia (“GLAIC”), does hereby certify
to Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., in such capacity and on behalf of GLAIC, to the knowledge
of the undersigned and after reasonable inquiry, that:


 


1.                                       each
of the representations and warranties of GLAIC contained in each Expense and
Indemnity Agreement entered into in connection with the Registration Statement
(defined below), and each Funding Agreement issued in connection with the
Program (the “Specified Agreements”) (other than any representation or warranty
expressly made as of a date prior to the date hereof) are true and correct on
and as of the date hereof, with the same effect as though such representation
or warranty had been made on and as of the date hereof;


 


2.                                       no
default under any of the Specified Agreements and no event or any condition
which, with notice or lapse of time or both, would become a default, has
occurred and is continuing as of the date hereof;


 


3.                                       GLAIC
has performed and complied with, in all material respects, all of the
agreements, covenants, obligations and conditions applicable to GLAIC required
by the Specified Agreements to be performed or complied with by GLAIC on or
before the date hereof;


 


4.                                       the
Registration Statement filed on Form S-3 (File No. 333-128718) (the “Registration
Statement”) by GLAIC has been declared effective by the Securities and Exchange
Commission (the “Commission”) under the Securities Act of 1933, as amended (the
“Act”) and no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
commenced by or are pending before or contemplated by the Commission;


 


5.                                       all
filings, if any, required by Rule 424 and Rule 430A under the Act
have been made in a timely manner;


 


6.                                       since
[l](1), the Trusts organized in connection with
the program contemplated by the Registration Statement have issued the following
series of Notes:


 


[List each series
of Notes]  [(collectively, the “Designated
Notes”)]; and


 


7.                                       the
Funding Agreements issued in connection with the Designated Notes have been
executed and delivered by GLAIC in accordance with the terms and conditions of
the Program Documents.


 






 (1) This certificate to be signed
quarterly.


 


D-1

















 


Capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth in the Standard Indenture
Terms attached as Exhibit 4.1 to the Registration Statement.


 


IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of the [l]
day of [l] 200[l].


 


	
   

  	
  [Name], in [his/her]
  capacity as an authorized officer of Genworth Life and Annuity Insurance
  Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


D-2

















 


EXHIBIT E 

Genworth Global Funding Trusts


 


Trustee Officer’s Certificate


 


U.S. Bank National Association, not in its individual
capacity but solely in its capacity as trustee acting on behalf of each common
law trust organized under the laws of the State of Illinois (in such capacity,
the “Trustee,” and each such common law trust being referred to herein as a “Trust”)
in connection with the program contemplated by the Registration Statement filed
on Form S-3 (File No. 333-128718) by Genworth Life and Annuity
Insurance Company with the Securities and Exchange Commission (the “Commission”)
on September 30, 2005, as amended by Amendment No. 1, filed with the
Commission on December 8, 2005 (the “Registration Statement”), does hereby
certify to Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc., in such capacity and on behalf of each Trust,
to the knowledge of the Trustee without any independent investigation, that; as
of October 1, 2006:


 


1.                                       each
of the representations and warranties of each Trust contained in the Notes
issued in connection with the Program, each Indenture entered into in
connection with the Registration Statement and the Expense and Indemnity
Agreement concerning the Trusts (the “Specified Agreements”) (other than any
representation or warranty expressly made as of a date prior to the date
hereof) are true and correct on and as of the date hereof, with the same effect
as though such representation or warranty had been made on and as of the date
hereof;


 


2.                                       no
default under any of the Specified Agreements and no event or any condition
which, with notice or lapse of time or both, would become a default, has
occurred and is continuing as of the date hereof;


 


3.                                       each
Trust has performed and complied with, in all material respects, all of the
agreements, covenants, obligations and conditions applicable to such Trust
required by the Specified Agreements to be performed or complied with by such
Trust on or before the date hereof;


 


4.                                       the
Notes issued in connection with the Program have been issued, in all material
respects, in accordance with the terms and conditions of the Program Documents;
and


 


5.                                       each
Funding Agreement has been executed and delivered by the related Trust in
accordance with the terms and conditions of the Program Documents.


 


Capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth in the Standard Indenture
Terms attached as Exhibit 4.1 to the Registration Statement. In no event
shall U.S. Bank National Association in its personal corporate capacity (or any
officer of the Trustee in his or her personal capacity) have any liability for
any of the certifications or statements contained in this Trustee Officer’s
Certificate, such liability being solely that of each Trust.


 


E-1

















 


IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of the [l]
day of [l], 200[l].


 


	
   

  	
  U.S. Bank National Association, not in its
  individual capacity but solely in its capacity as Trustee acting on behalf of
  each Trust

  
	
   

  	
   

  
	
   

  	
  By:

  	
                                                                  

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:

  



 


E-2

















 


SCHEDULE I


 


Terms Agreement Specifications


 


In
connection with Section 3(a)(iv) of the Distribution Agreement, the
Program under which the Notes are issued is rated Aa3 by Moody’s Investors
Service, Inc. (“Moody’s”) and AA- by Standard & Poor’s Rating
Services, a division of The McGraw-Hill Companies, Inc. (“S&P”).  Genworth Life and Annuity Insurance Company (“GLAIC”)
expects that the Notes will be rated Aa3 by Moody’s and AA- by S&P.  GLAIC’s financial strength rating is Aa3 by Moody’s
and AA- by S&P.


 


In
accordance with Section 2.02(b) of the Terms Agreement and in
connection with the purchase of Notes from the Trust by the Agent, the
following items will be delivered on or prior to the Settlement Date to the
Agent:  None.


 


All capitalized terms used herein and not otherwise
defined herein will have the meanings set forth in the Distribution Agreement.


 


I-1