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 July 21, 2008, relating to the issuance by Genworth
Global Funding Trust 2008-39  (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 July 21, 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 July 21, 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 July 21, 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 July 21, 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 Mellon 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 Mellon Trust Company, N.A., as the indenture trustee (the “Indenture
Trustee”).


 


The Bank of New York
Mellon 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 $1,738,000.00.


 


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 July 21, 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
$1,738,000.00.


 


(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 2:17 pm EST, July 21,
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 July 21, 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 Mellon 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 2008-39 

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 Mellon 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


 


To the Custodian:


 


SunTrust
Bank

919 East Main Street


Richmond,
Virginia 23219

Attention: Retirement Services


Facsimile:
(804) 782-7439


 


D-3

















 


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

  



 


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

  



 


E-2

















 


	
   

  	
   

  	
  THE BANK OF NEW YORK
  MELLON 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

  



 


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 July 14, 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 [·](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 [·] day of [·]
200[·].


 


	
   

  	
  [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 [·] day of [·],
200[·].


 


	
   

  	
  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