Exhibit 4.3


 


Genworth Life and Annuity Insurance Company


 


Funding Agreement


 


POLICYHOLDER: 
Genworth Global Funding Trust 2008-37, its successors and permitted assignees


 


POLICY NUMBER: GS-R6053


 


EFFECTIVE DATE: July 17,
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-R6053


 


	
  Deposit
  Date:

  	
   

  	
  July 17, 2008 or
  the date the deposit is actually received by GLAIC

  
	
   

  	
   

  	
   

  
	
  Specified
  Currency:

  	
   

  	
  United
  States Dollars

  
	
   

  	
   

  	
   

  
	
  Deposit
  Amount:

  	
   

  	
  $1,348,000.00

  
	
   

  	
   

  	
   

  
	
  Net
  Deposit Amount:

  	
   

  	
  $1,331,824.00

  
	
   

  	
   

  	
   

  
	
  Stated
  Maturity Date:

  	
   

  	
  July 15, 2015

  
	
   

  	
   

  	
   

  
	
  Guaranteed
  Rate:

  	
   

  	
  5.25%

  
	
   

  	
   

  	
   

  
	
  Crediting
  Period:

  	
   

  	
  The
  first Crediting Period shall be a short period commencing on the Deposit Date
  to but excluding January 15, 2009. 
  Each subsequent Crediting Period shall be the semi-annual period
  occurring between the 15th of each January and July thereafter.  The final Crediting Period will be the
  period from and including January 15, 2015, to but excluding July 15,
  2015.

  
	
   

  	
   

  	
   

  
	
  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 January and July,
  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. 042
  dated July 7, 2008 to the Prospectus Supplement dated December 9,
  2005 related to the Program.

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  GENWORTH GLOBAL FUNDING
  TRUST 2008-37

  
	
  INSURANCE
  COMPANY

  	
   

  	
   

  



 


 


	
  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:

  	
  July 15, 2008

  	
   

  	
  Date:

  	
  July 15, 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 2008-37 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.


 


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