Exhibit 4.9



 Exhibit 4.9 
  
 CLOSING INSTRUMENT 
  
 WHEREAS, the parties named herein desire to enter into certain program documents (as defined herein) contained herein, each such document dated as of this
[l] day of [l], 200[l] (the “Original Issue Date”), relating to the issuance by Genworth Global Funding Trust [l] (the “Trust”) of Notes to investors under the secured notes program of GE Life and Annuity Assurance Company (“GELAAC”); 
  
 WHEREAS, the Trust is a trust organized under, and its activities will be
governed by, the provisions of the Trust Agreement as set forth in the pricing instrument related to the Trust dated as of the date of the Pricing Supplement (the “Pricing Instrument”); 
  
 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 [l], 2005, by and between the Trust and
Genworth Financial, Inc.; 
  
 WHEREAS, the Notes will be issued
pursuant to the Indenture, as set forth in the Pricing Instrument (the “Indenture”); 
  
 WHEREAS, the sale of the Notes will be governed by the Terms Agreement, as set forth (and defined) in the Pricing Instrument; 
  
 WHEREAS, certain custodial arrangements regarding the Funding Agreement will be governed pursuant to the provisions of the Custodial Agreement dated as of
[l], 2005 by and among SunTrust Bank, acting as custodian (the “Custodian”), the Indenture Trustee and the Trust; 
  
 WHEREAS, certain agreements relating to the Notes and the Funding Agreement
are set forth in the Coordination Agreement, as set forth and defined in the Pricing Instrument. 
  
 All capitalized terms used herein and not otherwise defined will have the meanings set forth in the Indenture; provided, however, that,
effective as of January 1, 2006, all references in this Closing Instrument (including its exhibits) to “GE Life and Annuity Assurance Company” or “GELAAC” shall be changed to “Genworth Life and Annuity Insurance
Company” or “GLAIC”, respectively. 
  
 [Remainder
of Page Intentionally Left Blank] 







 Part I 
 Instructions of the Trust 
  
 As of the Original Issue Date, the Trust herewith delivers to the Indenture Trustee, or has caused to be delivered to the Indenture Trustee, the Notes specified in the Pricing Supplement, having the initial principal amount as set forth in
the Pricing Supplement. 
  
 As of the Original Issue Date, the
Trust hereby instructs the Indenture Trustee to take all actions required to be taken with respect to the Notes under Section 2.05(e) of the Standard Indenture Terms. 
  
 As of the Original Issue Date, GELAAC and the Trust hereby direct the Indenture Trustee to deposit the Net Proceeds to the
Trust (as specified in the Pricing Supplement) in respect of the Notes to: 
  
 Bank: 
 Account: 
 ABA #: 
 Account #: 
 Contract #: 
  
 As of the Original
Issue Date, the agent(s) specified in the Pricing Supplement hereby direct(s) the Indenture Trustee to deliver the Notes as follows: 
  
 [Insert delivery instructions] 
  
 [Remainder of Page Intentionally Left Blank] 
  

 I-1 








 Part II 
 Acknowledgment of Indenture Trustee Concerning the Notes 
  
 The Indenture Trustee certifies, as of the Original Issue Date, the following: 
  
 (a) The Indenture Trustee acknowledges receipt of the Notes; and 
  
 (b) The Indenture Trustee (including in its capacity as Registrar) has taken
all action required to be taken with respect to the Notes under Section 2.05(e) of the Standard Indenture Terms. 
  
 [Remainder of Page Intentionally Left Blank] 
  

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 Part III 
 Certificate Regarding Custody of the Funding Agreement 
  
 In connection with the issuance of the Funding Agreement and the Assignment of Funding Agreement (set forth in Part IV of this Closing Instrument), the Custodian hereby represents that it has received delivery of the
Funding Agreement and is holding the Funding Agreement for the benefit of the Indenture Trustee and that the Funding Agreement is in the possession of the Custodian at the address below: 
  
 SunTrust Bank 
 919 East Main Street 
 Richmond, Virginia 23219 
 Attention: Retirement Services 
  
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 Part IV 
 Assignment of Funding Agreement 
  
 Pursuant to the terms of the Indenture, the Trust hereby grants to the Indenture Trustee, for the benefit of the Holders of the Notes, a first priority perfected security interest in, and collaterally assigns to the Indenture Trustee, for
the benefit of the Holders of the Notes, the Trust’s right, title, benefits, remedies and interests in, to and under the Funding Agreement and the other Collateral described in the Indenture and all of its rights and privileges with respect to
the Collateral and all income and profits thereon, and all interest, dividends and other payments and distributions with respect thereto, and all Proceeds of the foregoing. 
  
 Each of the Trust, the Indenture Trustee and GELAAC hereby agrees that, in furtherance of the collateral assignment
described above, until such time as the Indenture Trustee notifies the Trust and GELAAC that all obligations of the Trust pursuant to or related to the Notes have been paid or satisfied in full, the Indenture Trustee shall have and may exercise the
rights and remedies of a Policyholder (as defined in the Funding Agreement) under the Funding Agreement. Notwithstanding the foregoing (and whether or not the foregoing notification is given), all obligations, representations and warranties of a
Policyholder under the Funding Agreement shall nevertheless remain obligations, representations and warranties of the Trust, as the case may be, and shall not be obligations, representations or warranties of the Indenture Trustee. GELAAC and the
Trust hereby agree that, until such time as the Indenture Trustee notifies the Trust and GELAAC that all obligations of the Trust pursuant to or related to the Notes have been paid or satisfied in full, GELAAC will comply with instructions
originated by the Indenture Trustee with respect to the Funding Agreement without further consent by the Trust. 
  
 GELAAC hereby affirms that it has recorded the collateral assignment and grant of the security interest on its books and records to reflect the same
described above. Except as provided in the preceding paragraph, GELAAC agrees that it will comply with all orders of the Indenture Trustee with respect to the Funding Agreement without any further consent of the Trust. GELAAC hereby confirms that it
has received all documents and instruments which it requires pursuant to the terms of the Funding Agreement in connection with the collateral assignment and grant of such security interest and/or rights of the Indenture Trustee hereunder.

  
 GELAAC hereby also represents that it has not received any
notice of any adverse claim to the Funding Agreement, other than the creation and perfection of a security interest in the Funding Agreement, and the proceeds thereof as described herein. 
  
 The collateral assignment and grant of the security interest and this instrument shall be governed by, and shall be
construed and enforced in accordance with, the laws of the State of New York, without regard to conflicts of laws principles thereof, and shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors
and assigns. 
  
 This instrument may not be amended, modified or
waived without the consent of the Indenture Trustee, the Trust and GELAAC. 
  
 The Custodian hereby acknowledges the terms of this Assignment of Funding Agreement. 
  
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 Part V 
 Acknowledgement of Funding Agreement Assignment 
  
 GELAAC has issued the Funding Agreement to the Trust. By this instrument, the receipt of which GELAAC hereby acknowledges, the Trust has informed GELAAC that it has conveyed and assigned (for security purposes) all of
its right, title, benefits, remedies and interests in, to and under the Funding Agreement to the Indenture Trustee pursuant to the Indenture. 
  
 GELAAC hereby consents to the aforementioned assignment of the Funding Agreement with respect to the assignment thereof to the Indenture Trustee under the
Indenture. GELAAC affirms that it has changed its books and records to reflect such assignment and agrees to make payments in accordance with the terms of the Funding Agreement to the Indenture Trustee. GELAAC also agrees that all of the covenants
made in the Funding Agreement are also for the benefit of the Indenture Trustee, and further agrees that GELAAC shall deliver to the Indenture Trustee duplicate original copies of all notices, statements, communications and instruments delivered by
GELAAC to the Trust pursuant to the Funding Agreement. 
  
 GELAAC
agrees to execute and deliver to the Trust and the Indenture Trustee such documents and take such other action as the Trust and the Indenture Trustee may reasonably request in order to ensure that the consent granted by GELAAC pursuant to the
preceding paragraph shall remain continuously effective until the termination of the Funding Agreement. The consent contained in the preceding paragraph is coupled with an interest and shall be irrevocable. 
  
 This acknowledgment of collateral assignment and grant of security interest
and this instrument shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York, without regard to conflicts of laws principles thereof, and shall be binding upon, and shall inure to the benefit
of, the parties hereto and their respective successors and assigns. 
  
 This instrument may not be amended, modified or waived without the consent of the Indenture Trustee, the Trust and GELAAC. 
  
 The Custodian hereby acknowledges the terms of this Acknowledgment of Funding Agreement Assignment. 
  
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 Part VI 
 Notice of Security Interest 
  
 Pursuant to the Indenture, the Trust has collaterally assigned the Funding Agreement to the Indenture Trustee pursuant to the Indenture. 
  
 Notice is hereby given that the Indenture Trustee, on behalf of the Holders of the Notes, has a security interest in the Collateral, including, but not
limited to, any and all payments to be made by GELAAC to the Trust pursuant to the Funding Agreement. GELAAC, by executing this instrument, hereby (i) consents to the security interest granted by the Trust, to the Indenture Trustee in the
payments under the Funding Agreement, (ii) agrees to make all payments due under the Funding Agreement to the Collection Account or any other account designated in writing to GELAAC by the Indenture Trustee and (iii) agrees to comply with
all orders of the Indenture Trustee with respect to the Funding Agreement without any further consent from the Trust. 
  
 This notice of security interest shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York, without
regard to conflicts of laws principles thereof, and shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. 
  
 This instrument may not be amended, modified or waived without the consent of the Indenture Trustee, the Trust and GELAAC.

  
 The Custodian hereby acknowledges the terms of this Notice of
Security Interest. 
  
 [Remainder of Page Intentionally Left
Blank] 
  

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 Part VII 
 GE Life and Annuity Assurance Company Officer’s Certificate 
  
 The undersigned, an authorized officer of GELAAC, does hereby certify to each Agent that is a party to the Terms Agreement (as defined in the Pricing
Instrument) relating to the Notes, in such capacity and on behalf of GELAAC, pursuant to the Distribution Agreement, that: 
  
 1. Since the respective dates as of which information is given in the Prospectus (as defined in the Distribution Agreement), and as of the date hereof,
there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of GELAAC and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course
of business; 
  
 2. The representations and warranties of GELAAC
contained in the Distribution Agreement are true and correct with the same force and effect as though expressly made at and as of the date hereof; 
  
 3. GELAAC has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the date hereof;

  
 4. No stop order suspending the effectiveness of the
Registration Statement (as defined in the Distribution Agreement) has been issued and no proceedings for that purpose have been instituted or are pending or, to the best of such person’s knowledge, are threatened by the Commission (as defined
in the Distribution Agreement); and 
  
 5. Since the date of the
Prospectus, there has occurred no event required to be set forth in an amendment or supplement to the Registration Statement or Prospectus, and there has been no document required to be filed under the 1933 Act, the 1933 Act Regulations, the 1934
Act or the 1934 Act Regulations (all as defined in the Distribution Agreement) which, upon filing, would be deemed to be incorporated by reference in the Prospectus which has not been so filed. 
  
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 Part VIII 
 Trust Certificates 
  
 Trust Certificate Under the Distribution Agreement 
  
 The Trust does hereby certify to each Relevant Agent that is a party to the Terms Agreement (as defined in the Pricing Instrument) relating to the Notes, in such capacity and on behalf of the Trust, pursuant to the Distribution Agreement
and Terms Agreement, as applicable, that: 
  
 1. Since the
respective dates as of which information is given in the Prospectus (as defined in the Distribution Agreement), and as of the date hereof, there has been no material adverse change in the condition, financial or otherwise, or in the earnings,
business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business; 
  
 2. The representations and warranties of the Trust contained in the Distribution Agreement are true and correct with the same force and effect as though
expressly made at and as of the date hereof; and 
  
 3. The Trust
has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the date hereof. 
  
 It is expressly understood that: (i) this Certificate is executed by The Bank of New York, not in its individual capacity but solely as Trustee of
the Trust, in the exercise of the power and authority conferred and vested in it as such Trustee and (ii) each of the representations made herein by the Trustee are not personal representations, undertakings and agreements of The Bank of New
York or its officers, but are binding solely on the Trust. 
  
 Trust Certificate Under the Indenture 
  
 The
undersigned, a Responsible Officer of the Trustee, on behalf of the Trust and pursuant to Section 1.02 of the Indenture, does hereby certify to the Indenture Trustee as follows: 
  
 1. I am familiar with the terms of the Indenture and have read the covenants, conditions and definitions contained therein
related to the issuance and authentication of Notes; 
  
 2. As to
the matters set forth herein, I either have personal knowledge thereof or have obtained knowledge thereof from officers or employees of the Trust or GELAAC in whom I have confidence and whose duties require them to have personal knowledge thereof.
In my opinion, I have made such examination and investigation as has been necessary to enable me to express an informed opinion as to whether or not the covenants or conditions contained in the Indenture have been complied with; and 
  
 3. All conditions precedent provided for in the Indenture to the
authentication and delivery of the Notes have been complied with. 
  
 It is expressly understood that: (i) this Certificate is executed by The Bank of New York, not in its individual capacity but solely as Trustee of the Trust, in the exercise of the power and 

  

 VIII-1 








 
authority conferred and vested in it as such Trustee and (ii) each of the representations made herein by the Trustee are not personal representations,
undertakings and agreements of The Bank of New York or its officers, but are binding solely on the Trust. 
  
 [Remainder of Page Intentionally Left Blank] 







 Part IX 
 GE Life and Annuity Assurance Company Certification 
  
 GELAAC certifies, as of the Original Issue Date, that the GE Life and Annuity Company Officer’s Certificate, a copy of which is attached as Exhibit A to this Closing Instrument, is true and correct and
remains in full force and effect. 
  
 [Remainder of Page
Intentionally Left Blank] 
  

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 Part X 
 Indenture Trustee Certification 
  
 The Indenture Trustee certifies, as of the Original Issue Date, that the Indenture Trustee Officer’s Certificate, a copy of which is attached as Exhibit B to this Closing Instrument, is true and correct and remains in full force
and effect. 
  
 [Remainder of Page Intentionally Left Blank]

  

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 Part XI 
 Trustee Certification 
  
 The Trustee certifies, as of the Original Issue Date, that the Trustee Officer’s Certificate, a copy of which is attached as Exhibit C to this Closing Instrument, is true and correct and remains in full force and effect.

  
 [Remainder of Page Intentionally Left Blank] 

 

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 Part XII 
 Relevant Agent Certification 
  
 On the date hereof, the Trust will issue Notes in accordance with the terms of the Distribution Agreement. [The] [Each] Relevant Agent hereby certifies to GELAAC and the Trust as follows: 
  
 (i) that such Relevant Agent has anti-money laundering policies and
procedures in place in accordance with the requirements imposed by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), Pub. L, 107-56, 115 Stat. 280
(October 26, 2001), or any rules or regulations promulgated thereunder, and the Foreign Assets Control Regulations issued by the Office of Foreign Assets Control of the United States Department of Treasury (31 CFR Part 500), in each case to the
extent applicable to such Relevant Agent; and 
  
 (ii) that such
Relevant Agent has implemented an anti-money laundering compliance program pursuant to NASD Rule 3011, to the extent applicable to such Relevant Agent. 
  
 [Remainder of Page Intentionally Left Blank] 
  

 XII-1 








 Part XIII 
 Cross-Receipt 
  
 The Trust
hereby acknowledges receipt of the Net Proceeds to the Trust (as specified in the Pricing Supplement) from the Indenture Trustee and herewith delivers to the Indenture Trustee, or has caused to be delivered to the Indenture Trustee, the Notes, duly
executed by the Trust pursuant to the Indenture. 
  
 The Trust
hereby acknowledges receipt of funds for the Trust Beneficial Interest from or at the direction of the Trust Beneficial Owner and has caused to be registered in the name of the Trust Beneficial Owner the Trust Beneficial Interest pursuant to the
Trust Agreement. 
  
 GELAAC hereby acknowledges receipt of the Net
Proceeds to the Trust and, for purposes of the Funding Agreement, the receipt of the Net Proceeds to the Trust shall be deemed to be received by GELAAC in full payment of the Net Deposit Amount (as specified in the Funding Agreement). GELAAC
herewith delivers to the Indenture Trustee, or has caused to be delivered to the Indenture Trustee, the Funding Agreement, duly executed by GELAAC. 
  
 The Custodian, on behalf of the Indenture Trustee, hereby acknowledges receipt from GELAAC of the Funding Agreement. 
  
 The Trust Beneficial Owner hereby acknowledges ownership of the Trust
Beneficial Interest. 
  
 Each Relevant Agent hereby acknowledges
receipt of the Notes. 
  
 The Indenture Trustee hereby
acknowledges the terms of this Cross-Receipt. 
  
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Page Intentionally Left Blank] 
  

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 Part XIV 
 Miscellaneous and Execution Pages 
  
 This Closing 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 instruments identified for such party as of the Original
Issue Date. 
  
 IN WITNESS WHEREOF, the undersigned have executed
this Closing Instrument dated as of the Original Issue Date. 
  

					
	By:	 	GE LIFE AND ANNUITY ASSURANCE COMPANY (in executing below agrees and becomes a party to (i) the Instructions of the Trust set forth in Part I herein, (ii) the Assignment of
Funding Agreement set forth in Part IV herein, (iii) the Acknowledgement of Funding Agreement Assignment set forth in Part V herein, (iv) the Notice of Security Interest set forth in Part VI herein, (v) the GE Life and Annuity Assurance Company
Certification set forth in Part IX herein and (vi) the Cross-Receipt set forth in Part XIII herein)
			
	 	 	By:	 	  


	 	 	Name:	 	  


	 	 	Title:	 	  


		
	By:	 	[Name], in his/her capacity as an authorized officer of GE Life and Annuity Assurance Company (in executing below agrees and becomes a party to the GE Life and Annuity Assurance
Company Officer’s Certificate set forth in Part VII herein)
			
	 	 	By:	 	  


	 	 	Name:	 	  


	 	 	Title:	 	  




  
 [Execution
Page 1 of the Closing Instrument] 








					
	By:	 	THE GENWORTH GLOBAL FUNDING TRUST DESIGNATED IN THIS CLOSING INSTRUMENT (in executing below agrees and becomes party to (i) the Instructions of the Trust set forth in Part I
herein, (ii) the Assignment of Funding Agreement set forth in Part IV herein, (iii) the Acknowledgement of Funding Agreement Assignment set forth in Part V herein, (iv) the Notice of Security Interest set forth in Part VI herein, (v) the Trust
Certificates set forth in Part VIII herein and (vi) the Cross-Receipt set forth in Part XIII herein)
			
	 	 	By:	 	  


	 	 	Name:	 	  


	 	 	Title:	 	  


		
	By:	 	JPMORGAN CHASE BANK, N.A., in its capacity as Indenture Trustee, Registrar, Transfer Agent, Paying Agent and Calculation Agent (in executing below agrees and becomes party to (i)
the Instructions of the Trust set forth in Part I herein, (ii) the Acknowledgement of Indenture Trustee Concerning the Notes set forth in Part II herein, (iii) the Assignment of Funding Agreement set forth in Part IV herein, (iv) the Acknowledgement
of Funding Agreement Assignment set forth in Part V herein, (v) the Notice of Security Interest set forth in Part VI herein, (vi) the Indenture Trustee Certification set forth in Part X herein and (vii) the Cross-Receipt set forth in Part XIII
herein)
			
	 	 	By:	 	  


	 	 	Name:	 	  


	 	 	Title:	 	  




  
 [Execution
Page 2 of the Closing Instrument] 








					
	By:	 	THE BANK OF NEW YORK, in its capacity as Trustee (in executing below agrees and becomes a party to the Trustee Certification set forth in Part XI herein)
			
	 	 	By:	 	  


	 	 	Name:	 	  


	 	 	Title:	 	  


		
	By:	 	SUNTRUST BANK, in its capacity as Custodian (in executing below agrees and becomes a party to (i) the Certificate Regarding Custody of the Funding Agreement set forth in Part III
herein, (ii) the Assignment of Funding Agreement set forth in Part IV herein, (iii) the Acknowledgment of Funding Agreement Assignment set forth in Part V herein, (iv) the Notice of Security Interest set forth in Part VI herein and (v) the
Cross-Receipt set forth in Part XIII herein)
			
	 	 	By:	 	  


	 	 	Name:	 	  


	 	 	Title:	 	  


		
	By:	 	GSS HOLDINGS II, INC., in its capacity as Trust Beneficial Owner (in executing below agrees and becomes a party to the Cross-Receipt set forth in Part XIII
herein)
			
	 	 	By:	 	  


	 	 	Name:	 	  


	 	 	Title:	 	  




  
 [Execution
Page 3 of the Closing Instrument] 








					
	By:	 	[MORGAN STANLEY & CO. INCORPORATED] (in executing below agrees and becomes a party to (i) the Instructions of the Trust set forth in Part I herein, (ii) the Relevant Agent
Certification set forth in Part XII herein and (iii) the Cross-Receipt set forth in Part XIII herein)
			
	 	 	By:	 	  


	 	 	Name:	 	  


	 	 	Title:	 	  




  
 [Execution
Page 4 of the Closing Instrument] 







 EXHIBIT A 
  

GE Life and Annuity Assurance Company Officer’s Certificate 
  
 I, [NAME], an officer of GE Life and Annuity Assurance Company, a stock life insurance company operating under a charter
granted by the Commonwealth of Virginia (“GELAAC”), being fully aware of the by-laws (the “By-Laws”) and resolutions of GELAAC, hereby certify on behalf of GELAAC that: 
  

	1.	Attached hereto as Annex I is a true, correct and complete copy of the Articles of Incorporation and as Annex II is a true, correct and complete copy of the By-Laws of
GELAAC, together with all amendments thereto, if any, as in full force from the date thereof through to the Original Issue Date. 

  

	2.	Attached hereto as Annex III are true, correct and complete copies of the resolutions duly adopted by the Board of Directors of GELAAC at a meeting duly called and held on
September 30, 2005, which resolutions are relevant to the Program, including the issuance of the Notes, and such resolutions have not been amended, modified or rescinded and remain in full force and effect; and such resolutions are the only
resolutions adopted by GELAAC relating to the Program and the Notes. 

  

	3.	Attached hereto as Annex IV is a list of each of the duly elected officers of GELAAC holding on the Original Issue Date the office or offices set forth opposite his or her
name authorized on behalf of GELAAC (i) to execute (manually or by facsimile) all agreements, documents, notices, acknowledgements and certificates to which GELAAC is a party or which GELAAC is required to deliver in connection with the
issuance of the Notes and (ii) to take any other action on behalf of GELAAC in relation to the above issue; and such signatures set forth therein are the true signatures of such persons. 

  
 All capitalized terms used and not defined herein shall have the meanings
assigned to those terms in the Indenture. 
  

			
	By:	 	[Name], in [his/her] capacity as an officer of GE Life and Annuity Assurance Company
		
	By:	 	  


	Name:	 	  


	Title:	 	  




  

 A-1 








 EXHIBIT B 
  

Indenture Trustee Officer’s Certificate 
  
 1. The Indenture referred to in the Pricing Instrument with respect to which this Certificate is being given, dated the Original Issue Date referred to therein, has been
duly executed and delivered on behalf of JPMorgan Chase Bank, N.A. (the “Indenture Trustee”) by an authorized officer of the Indenture Trustee. 
  

2. Each person who, as an officer of the Indenture Trustee, signed the Indenture, was duly elected or appointed, qualified and acting as such officer at the respective
time of the signing and delivery thereof and was duly authorized to sign such document on behalf of the Indenture Trustee, and the signature of each such person appearing on such document is the genuine signature of such officer. 
  
 3. Each person who, as an officer of the Indenture Trustee, authenticated certificates
representing the Notes issued under the Indenture was at the time of such authentication and is now a duly elected or appointed officer of the Indenture Trustee authorized and empowered so to act and the signature of each such person appearing on
any such certificate is genuine. 
  
 4. Attached hereto as Exhibit A is a
true, correct and complete copy of resolutions as adopted by the Board of Directors of the Indenture Trustee evidencing the authority of certain officers of the Indenture Trustee to sign indentures and authenticate certificates representing
securities, which resolutions are in effect at the date hereof and at all times since October 8, 1987. 
  
 5. The Indenture Trustee has duly authenticated the Notes specified in the Pricing Instrument relating to the Indenture in the form of a global note and has delivered the Notes upon order of the Trust. 
  

			
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	  


	Name:	 	 
	Title:	 	 


  

 B-1 








 EXHIBIT C 
  

Trustee Officer’s Certificate 
  
 I, an officer of The Bank of New York, as trustee (the “Trustee”), hereby certify that: 
  

	 	1.	Each of the persons named on Annex I hereto has been duly elected or appointed and is duly qualified as an officer of the Trustee on the Original Issue Date, holding the
office or offices set forth opposite his or her name, and the signature set forth opposite his or her name is a specimen of his or her genuine signature. 

  

	 	2.	Attached hereto as Annex II is a true, correct and complete copy of the By-laws of the Trustee as in effect on the Original Issue Date. 

  

			
	By:	 	[Name], in [his/her] capacity as an officer of The Bank of New York, as trustee
		
	By:	 	  


	Name:	 	  


	Title:	 	  




  

 C-1