Exhibit
4.3


 


EXECUTION COPY


 


GE FINANCIAL ASSURANCE HOLDINGS, INC.


 


THE CHASE MANHATTAN BANK, as Trustee,

Paying Agent and Exchange Rate Agent


 


 


CHASE MANHATTAN BANK, LUXEMBOURG, S.A.,

as Paying Agent


 


First Supplemental Indenture


 


Dated as of June 26, 2001




(Supplement to Indenture dated as of June 26, 2001)


 

















 


THIS
FIRST SUPPLEMENTAL INDENTURE, dated as of June 26, 2001 (the “First
Supplemental Indenture”), by and among GE Financial Assurance Holdings, Inc., a
Delaware corporation (the “Company”), The Chase Manhattan Bank, a banking
corporation duly organized and existing under the laws of the State of New
York, as trustee (the “Trustee”), paying agent and exchange rate agent, and
Chase Manhattan Bank, Luxembourg, S.A., a company organized under the laws of
Luxembourg, as paying agent.


 


WITNESSETH:


 


WHEREAS,
the Company has executed and delivered to the Trustee an Indenture dated as of
June 26, 2001 between the Company and the Trustee (the “Indenture”), providing
for the issuance by the Company from time to time of its debentures, notes or
other evidences of indebtedness to be issued in one or more series (the
“Securities”) up to such principal amount or amounts as many from time to time
be authorized by or pursuant to the authority granted in one or more resolutions
of the Board of Directors of the Company; and


 


WHEREAS,
Section 10.01 of the Indenture provides that the Company and the Trustee may
enter into a supplemental indenture without the consent of the holders of the
Securities in order to establish the form or terms of Securities of any series
pursuant to Sections 2.01 and 2.02 of the Indenture and to make such other
provisions in regard to matters or questions arising under the Indenture which
shall not adversely affect the interests of the holders of the Securities; and


 


WHEREAS,
the Company has determined that this First Supplemental Indenture complies with
Section 10.01(d) and Section 10.01(e) and does not require the consent of any
holders of Securities;


 


WHEREAS,
on the basis of the foregoing, the Trustee has determined that this First
Supplemental Indenture is in form satisfactory to it; and


 


WHEREAS,
all things necessary to make this First Supplemental Indenture a valid
agreement according to its terms have been done;


 


NOW,
THEREFORE:


 


In
consideration of the premises contained herein and the purchases of the
Securities by the holders thereof, the Company and the Trustee mutually
covenant and agree for the proportionate benefit of the respective holders from
time to time of the Securities as follows:


 


1.                                       For all purposes of this First Supplemental
Indenture, except as otherwise expressly provided or unless the context
otherwise requires, all capitalized terms used and not defined herein that are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.


 

















 


2.                                       Section 1.01 of the Indenture is amended and
supplemented by adding the following definitions therein, in the appropriate
alphabetical sequence:


 


Common
Depositary:


 


The
term “Common Depositary” means a common depositary of Securities on behalf of
Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) and
Clearstream Banking, S.A. (“Clearstream”), each in its capacity as Depositary,
and shall initially be The Chase Manhattan Bank.


 


Conversion
Event:


 


The
term “Conversion Event” means the unavailability of any Foreign Currency or
currency unit due to the imposition of exchange controls or other circumstances
beyond the Company’s control.


 


Depositary.”


 


The
term “Depositary” means with respect to the Securities of any series issuable
or issued in the form of a global Security, the clearing agency or other entity
designated as Depositary by the Company pursuant to Section 2.01 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Depositary” shall mean or include
each clearing agency who is then a Depositary hereunder, and if at any time
there is more than one such clearing agency, “Depositary” as used with respect
to the Securities of any such series shall mean the Depositary with respect to
the Securities of that series, provided, that nothing herein shall prevent a
series of Securities from having more than one Depositary.


 


DTC
Securities:


 


Securities
deposited with, or held by a custodian on behalf of, The Depository Trust
Company and registered in the name of The Depository Trust Company or a nominee
therefor.


 


Exchange
Rate Agent:


 


The
term “Exchange Rate Agent”, with respect to Securities of any series, means,
unless otherwise specified in the Securities of any series, a New York Clearing
House bank designated pursuant to Section 2.11 or 2.12.


 

















 


Foreign
Currency:


 


The
term “Foreign Currency” means any Specified Currency other than Dollars.


 


Paving
Agent:


 


The
term “Paying Agent” means The Chase Manhattan Bank or any other Person
authorized by the Company to pay the principal of or interest on any Securities
of any series on behalf of the Company.


 


3.                                       Section 2.01 of the Indenture is amended and
supplemented by deleting the word “and” at the end of Section 2.01(19),
inserting the following Section 2.01(20) after Section 2.01(19) and renumbering
Section 2.01(20) as Section 2.01(21):


 


“(20)   whether the Securities
of the series shall be issued in whole or in part in the form of one or more
global Securities and, in such case, the Depositary or Depositaries for such
global Security or Securities; and”


 


4.                                       Article Two of the Indenture is amended and
supplemented by adding the following Section 2.01 A after Section 2.01:


 


“Section
2.01A. Global Securities. If the Company shall establish pursuant to
Section 2.01 that the Securities of a series are to be issued in whole or in
part in the form of one or more global Securities, then the Company shall
execute and the Trustee shall authenticate and deliver one or more global
Securities in temporary or permanent form that (i) shall represent and shall be
denominated in an amount equal to the aggregate principal amount of the
Outstanding Securities of such series to be represented by one or more global
Securities, (ii) shall be registered in the name of the Depositary and/or the
Common Depositary for such global Security or Securities or the nominee of such
Depositary or Common Depositary, (iii) shall be delivered by the Trustee to
such Depositary or Common Depositary or pursuant to such Depositary’s or Common
Depositary’s instruction and (iv) shall bear a legend substantially to the
effect of: “Unless and until it is exchanged in whole or in part for Securities
in definitive form, this global Security may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary” or “Unless and until it is exchanged in whole or in part
for Securities in definitive form, this global Security may not be transferred
except


 

















 


as
a whole by the Common Depositary to a nominee of the Common Depositary or by a
nominee of the Common Depositary to the Common Depositary or another nominee of
the Common Depositary or by the Common Depositary or any such nominee to a
successor Common Depositary or a nominee of such successor Common Depositary.


 


Notwithstanding
any other provision of this Section 2.01 A or Section 2.06 unless and until it
is exchanged in whole or in part for Securities in definitive form, a global
Security representing all or a portion of the Securities of a series may not be
transferred except as a whole by the Depositary or the Common Depositary for
such series to a nominee of such Depositary or Common Depositary or by a
nominee of such Depositary or Common Depositary to such Depositary or Common
Depositary or another nominee of such Depositary or Common Depositary or by
such Depositary or Common Depositary or any such nominee to a successor
Depositary or Common Depositary for such series or a nominee of such successor
Depositary or Common Depositary.


 


If
at any time the Depositary for the Securities of a series notifies the Company
that it is unwilling or unable to continue as Depositary for the Securities of
such series or if at any time the Depositary for Securities of a series shall
no longer be registered or in good standing under the Securities Exchange Act
of 1934, as amended, or other applicable statute or regulation, the Company
shall appoint a successor Depositary with respect to the Securities of such
series. If a successor Depositary for the Securities of such series is not appointed
by the Corporation within 90 days after the Company receives such notice or
becomes aware of such condition, the Company will execute and the Trustee or an
Authenticating Agent, upon receipt of a written order from an officer of the
Company pursuant to Section 2.03 instructing the Trustee or its Authenticating
Agent to authenticate and deliver definitive Securities of such series in
exchange for the global Security or Securities therefor, will authenticate and
deliver Securities of such series in definitive form in an aggregate principal
amount equal to the principal amount of the Security or Securities representing
such series in exchange for such global Security or Securities.


 


In
the circumstances described above, an owner of a beneficial interest in the
global Securities will be entitled to physical delivery in definitive form of
Securities represented by the global Securities equal to its beneficial
interest and to have such Securities registered in its name. Securities issued
in definitive form will be


 

















 


issued
as registered Securities in such denominations (and integral multiples thereof)
as the Company shall specify pursuant to Section 2.01. Definitive Securities
may be transferred upon presentation for registration in accordance with
Section 2.06 at the offices or agencies designated by the Company pursuant to
Section 4.02.


 


If
specified by the Company pursuant to Section 2.01 with respect to Securities of
a series, the Depositary for such series of Securities may surrender a global
Security for such series of Securities in exchange, in whole or in part, for
Securities of such series in definitive form on such terms as are acceptable to
the Company and such Depositary. Thereupon, the Company shall execute and the
Trustee or an agent designated by the Trustee, upon receipt of a written order
from an officer of the Company pursuant to Section 2.03, shall authenticate and
deliver, without charge,


 


(i)                                     to each person specified by the Depositary, a
new Security or Securities of the same series of any authorized denomination as
requested by such person in an aggregate principal amount equal to and in
exchange for such person’s beneficial interest in the global Security; and


 


(ii)                                  to the Depositary or the Common Depositary
therefor, if applicable, a new global Security in a denomination equal to the
difference, if any, between the principal amount of the surrendered global
Security and the aggregate principal amount of Securities delivered to holders
thereof.


 


Upon
the exchange of a global Security
for Securities in definitive form, such global Security shall be cancelled by
the Trustee. Securities issued in exchange for a global Security pursuant to
this Section shall be registered in such names and in such authorized
denominations as the Depositary for such global Security shall instruct the
Trustee. The Trustee shall deliver such Securities to the persons in whose
names such Securities are so registered.


 


No
holder of a beneficial interest in any global Security held on its behalf by a
Depositary shall have any rights under this Indenture with respect to such
global Security, and such Depositary, or the Common Depositary, as applicable,
may be treated by the Company, the Trustee and any agent of the Company or the
Trustee as the owner of such global Security for all purposes whatsoever. None
of the Company, the Trustee or any agent of the Company or the Trustee will
have any responsibility or liability for any aspect of the records relating to
or payments made on account


 

















 


of
beneficial ownership interests of a global Security or maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by a Depositary
or impair, as between a Depositary and such holders of beneficial interests,
the operation of customary practices governing the exercise of the rights of
the Depositary (or its nominee) as holder of any Security.”


 


5.                                       Section 2.02 of the Indenture is amended and supplemented by adding the following
paragraph at the end thereof:


 


“All
Securities included in any one series need not be issued by the Company at the
same time. Unless otherwise provided, a series may be reopened for issuances of
additional securities in such series upon delivery of a written order of the
Company, signed by its President, its Chairman or any Vice Chairman of the
Board or one of its Vice Presidents and by its Treasurer, its Controller or its
Secretary and the other documents, certificates and opinions required by
Section 2.03(1) through (4).”


 


6.                                       Article Two of the Indenture is amended and supplemented by adding the following Sections at the end thereof:


 


“Section
2.11. Exchange of Currencies. Unless otherwise specified in accordance
with Section 2.01 with respect to any series of Securities, the following
provisions shall apply:


 


(a)                                  Except as provided in Section 2.1 l(b) and
(d) below, the principal of and interest on the DTC Securities of any series
denominated in a Foreign Currency or currency unit will be payable by the
Company in Dollars based on the equivalent of that Foreign Currency or currency
unit converted into Dollars in the manner described in Section 2.1 l(c) below.


 


(b)                                 It may be provided pursuant to Section 2.01
with respect to the DTC Securities of any series denominated in a Foreign
Currency or currency unit that holders of beneficial interests in such
Securities shall have the option, subject to Section 2.1 l(d) below, to receive
payments of principal of and interest on such Securities in such Foreign
Currency or currency unit by delivering to the Trustee (or to any duly
appointed Paying Agent) for such Securities of that series a written election,
to be in form and substance satisfactory to


 

















 


such
Trustee (or to any such Paying Agent), not later than the close of business on
the Election Date immediately preceding the applicable payment date. If a
holder so elects to receive such payments in such Foreign Currency or currency
unit, such election will remain in effect for such holder until changed by such
holder by written notice to the Trustee (or to any such Paying Agent) for the
Securities of that series; provided, however, that any such change must
be made not later than the close of business on the Election Date immediately
preceding the next payment date to be effective for the payment to be made on
such payment date; and provided, further, that no such change or
election may be made with respect to payments to be made on any Security of
such series with respect to which an Event of Default has occurred, the Company
has exercised any defeasance, satisfaction or discharge options pursuant to
Article Twelve or notice of redemption has been given by the Company pursuant
to Article Three. If any holder makes any such election, such election will not
be effective as to any transferee of such holder and such transferee shall be
paid in Dollars unless such transferee makes an election as specified above.
Any holder who shall not have delivered any such election to the Trustee (or to
any duly appointed Paying Agent) for the Securities of such series not later
than the close of business on the applicable Election Date will be paid the
amount due on the applicable payment date in Dollars.


 


(c)                                  With respect to any Securities of any series
denominated in a Foreign Currency or currency unit and payable in Dollars, the
amount of Dollars so payable will be determined by the Exchange Rate Agent
after it shall have obtained a quotation from a recognized foreign exchange
dealer (which may be the Exchange Rate Agent) selected by the Exchange Rate
Agent at approximately 11:00 A.M., New York City time, on the second Business
Day preceding the applicable payment date. Such foreign exchange dealer shall
be requested, in providing its quote, to indicate its willingness to enter into
an exchange transaction at the rate so quoted. If no such quotation is
available payments shall be made in the Foreign Currency or currency unit. All
currency exchange costs associated with any payment in Dollars on any such
Securities will be borne by the holder thereof by deductions from such payment.


 

















 


(d)                                 If a Conversion Event occurs with respect to
a Foreign Currency or currency unit in which Securities of any series are
payable, then with respect to each date for the payment of principal of and
interest on the Securities of that series occurring after the last date on
which such Foreign Currency or currency unit was used, the Company may make
such payment in Dollars. The Dollar amount to be paid by the Company to the
Trustee or any Paying Agent for the Securities of such series and by such
Trustee or Paying Agent for the Securities of such series to the holders of
such Securities with respect to such payment date shall be determined by the
Exchange Rate Agent on the basis of the Market Exchange Rate (as defined in
Section 14.07 of the Indenture) as of the second Business Day preceding the
applicable payment date or, if such Market Exchange Rate is not then available,
on the basis of the most recently available Market Exchange Rate, or as
otherwise established pursuant to Section 2.01 with respect to such series of
Securities; provided; however, that
if a Conversion Event occurs with respect to a currency unit, the equivalent of
the currency unit in Dollars as of any date shall be determined by the Exchange
Rate Agent on the following basis: The Component Currencies of the currency
unit for this purpose shall be the currency amounts that were components of the
currency unit as of the last date on which the currency unit was used in the
European Monetary System. The equivalent of the currency unit in Dollars shall
be calculated by aggregating the Dollar equivalents of the Component
Currencies. The Dollar equivalent of each of the Component Currencies shall be
determined by the Paying Agent or the Exchange Rate Agent on the basis of the
most recently available Market Exchange Rates for such components. Any payment
in respect of such Security made under such circumstances in Dollars will not
constitute an Event of Default hereunder.


 


(e)                                  For purposes of this Indenture, the following
terms shall have the following meanings:


 


A
“Component Currency” shall mean any currency which is a component currency of
any currency unit.


 


“Election
Date” shall mean the date specified pursuant to Section 2.01(12).


 

















 


For
the purposes of clauses (c) and (d) of this Section 2.11 “Business Day” shall
mean any day, other than a Saturday or Sunday that is neither (i) a legal
holiday nor (ii) a day on which banking institutions are authorized or required
by law or regulation to close in The City of New York, London or the principal
financial center of the country or governmental entity issuing the Foreign
Currency.


 


(f)                                    Notwithstanding any other provisions of this
Section 2.11, the following shall apply: (i) if the official unit of any
Component Currency is altered by way of combination or subdivision, the number
of units of that currency as a component shall be divided or multiplied in the
same proportion, (ii) if two or more Component Currencies are consolidated into
a single currency, the amounts of those currencies as components shall be
replaced by an amount in such single currency equal to the sum of the amounts
of the consolidated Component Currencies expressed in such a single currency,
(iii) if any Component Currency is divided into two or more currencies, the
amount of that original Component Currency as a component shall be replaced by
the amounts of such two or more currencies having an aggregate value on the
date of division equal to the amount of the former Component Currency
immediately before such division and (iv) in the event of an official
redenomination of any currency (including, without limitation, a currency
unit), the obligations of the Company to make payments in or with reference to
such currency on the Securities of any series shall, in all cases, be deemed
immediately following such redenomination to be obligations to make payments in
or with reference to that amount of redenominated currency representing the
amount of such currency immediately before such redenomination.


 


(g)                                 All determinations referred to in this
Section 2.11 made by the Exchange Rate Agent shall be in its sole discretion
and shall, in the absence of manifest error, be conclusive for all purposes and
irrevocably binding upon the holders of the applicable Securities. The Exchange
Rate Agent for a series of Securities shall promptly give written notice to the
Trustee for the Securities of such series of any such decision or
determination. The Exchange Rate Agent shall have no liability for any
determinations referred to in this Section 2.11 made by it except for loss
sustained by reason of its gross negligence, willful misconduct or bad faith.


 

















 


(h)                                 The Trustee for the Securities of a
particular series shall be fully justified and protected in relying and acting
upon information received by it from the Company and the Exchange Rate Agent
with respect to any of the matters addressed in or contemplated by this Section
2.11 and shall not otherwise have any duty or obligation to determine such
information independently.


 


Section
2.12. The Exchange Rate Agent. If and so long as the Securities of any
series (i) are denominated in a currency unit or a currency other than Dollars
or (ii) may be payable in a currency unit or a currency other than Dollars, or
so long as it is required under any other provision of this Indenture, then the
Company shall maintain with respect to each such series of Securities, or as so
required, an Exchange Rate Agent. The Company shall cause the Exchange Rate
Agent to make the necessary foreign exchange determinations at the time and in
the manner specified pursuant to Section 2.11 for the purpose of determining
the applicable rate of exchange and for the purpose of converting the issued
currency or currency unit into the applicable payment currency or currency unit
for the payment of principal (and premium, if any) and interest, if any,
pursuant to Section 2.10 and the applicable Exchange Rate Agent Agreement, as
the case may be.


 


Except
as otherwise provided in the applicable Exchange Rate Agent Agreement, no
resignation of the Exchange Rate Agent and no appointment of a successor Exchange
Rate Agent shall become effective until the acceptance of appointment by the
successor Exchange Rate Agent as evidenced by a written instrument delivered to
the Company and the Trustee of the appropriate series of Securities accepting
such appointment executed by the successor Exchange Rate Agent.


 


If
the Exchange Rate Agent shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of the Exchange Rate Agent for any
cause, with respect to the Securities of one or more series, the Corporation
shall promptly appoint a successor Exchange Rate Agent or Exchange Rate Agents
with respect to the Securities of that or those series (it being understood
that any such successor Exchange Rate Agent may be appointed with respect to
the Securities of one or more or all of such series and that at any time there
shall only be one Exchange Rate Agent with respect to the Securities of any
particular series).


 


Section
2.13. Segregation of Currencies; Action by Holders of Securities Denominated
in Foreign Currency. Subject to Section


 

















 


2.11,
each reference to any currency or currency unit in any Security, or in the
resolutions of the Board of Directors or supplemental indenture relating
thereto, shall mean only the referenced currency or currency unit and no other
currency or currency unit.


 


The
Trustee and each Paying Agent shall segregate moneys, funds and accounts held
by the Trustee and such Paying Agent in one currency or currency unit from any
moneys, funds or accounts held in any other currencies or currency units,
notwithstanding any provision herein which would otherwise permit the Trustee
or any Paying Agent to commingle such amounts.


 


Whenever
any action or act is to be taken hereunder by the holders of Securities denominated
in a Foreign Currency or currency unit, then for purposes of determining the
principal amount of Securities held by such holders, the aggregate principal
amount of the Securities denominated in a Foreign Currency or currency unit
shall be deemed to be that amount of Dollars that could be obtained for such
principal amount on the basis of a spot rate of exchange specified to the
Trustee for such series in an Officers’ Certificate for such Foreign Currency
or currency unit into Dollars as of the date the taking of such action or act
by the holders of the requisite percentage in principal amount of the
Securities is evidenced to such Trustee.”


 

















 


7.                                       Section 4.02 of the Indenture is hereby
amended by deleting the last paragraph thereof and inserting in lieu thereof
the following:


 


“The
Company hereby initially designates the office of the Trustee located at 450
West 33rd Street, New York, New York 10001 as the office or agency
of the Company in the Borough of Manhattan, The City of New York, where Securities
of each series may be presented for payment, for registration of transfer and
for exchange as provided in this Indenture and where notices and demands to or
upon the Company in respect of each series or of this Indenture may be served.
The Company hereby initially designates the office of Chase Manhattan Bank,
Luxembourg, S.A., located at 5, Rue Plaetis, L-2338 Luxembourg as the office or
agency of the Company outside the Borough of Manhattan, The City of New York
where the Securities of such series may be presented for payment and for
registration of transfer or for exchange for as long as the Securities of a
series are listed on the Luxembourg Stock Exchange. The Company designates the
office of the Company located at 6604 West Broad Street, Richmond, Virginia
23230 as repository pursuant to Section 2.06 for the master list of the names
and addresses of the holders of the Securities of each series.”


 


8.                                       Section 4.04 of the Indenture is amended and
supplemented by deleting the existing Section 4.04 and inserting in lieu
thereof the following:


 


“(a)                            The Company agrees, for the benefit of the
holders from time to time of the Securities, that, until all of the Securities
of the applicable series are no longer Outstanding or until moneys for the
payment of all of the principal of, premium, if any, and interest on all
Outstanding Securities of such series shall have been made available at the
principal office of the Paying Agents and paid to the holders thereof or
returned to the Company pursuant to Section 12.06, whichever occurs later,
there shall at all times be a Paying Agent hereunder. The Company hereby
appoints The Chase Manhattan Bank, with an office located at 450 West 33rd
Street, New York, New York 10001 as its principal Paying Agent in New York, and,
for such time as any Securities of the applicable series are listed on the
Luxembourg Stock Exchange, Chase Manhattan Bank, Luxembourg, S.A. with an
office located at 5, Rue Plaetis, L-2338 Luxembourg, as Paying Agent in
Luxembourg in respect of the Securities. The Paying Agents shall arrange for
the payment, from funds furnished by the Company to the Paying Agents of the
principal of, premium, if any, and


 

















 


interest
on each series of Securities on the date such payments become due and payable.


 


(b)                                 The Company may also serve as Paying Agent or
appoint any of its affiliates to serve as Paying Agent. The Company will give
to the Trustee (unless the Trustee is also such Paying Agent) written notice of
any change in the office or agency of the Paying Agents hereunder. The Company
shall have the right to vary or terminate the appointment of any such office or
agency.


 


(c)                                  Each Paying Agent accepts its obligations set
forth herein upon the terms and conditions hereof. If a Paying Agent shall
change its specified office, it shall give the Company and the Trustee (unless
the Trustee is also such Agent) not less than 45 days’ prior written notice to
that effect giving the address of the new office.


 


(d)                                 If the Company shall appoint a Paying Agent
other than the Trustee with respect to the Securities of any series, it will
cause such Paying Agent to execute and deliver to the Trustee an instrument in
which such agent shall agree with the Trustee, subject to the provisions of
this Section 4.04:


 


(1)                                  that it will hold all sums held by it as such
agent for the payment of the principal of, premium, if any, or interest, if
any, on the Securities of such series (whether such sums have been paid to it
by the Company or by any other obligor on the Securities of such series) in
trust for the benefit of the holders of the Securities of such series;


 


(2)                                  that it will give the Trustee notice of any
failure by the Company (or by any other obligor on the Securities of such
series) to make any payment of the principal of, premium, if any, or interest,
if any, on the Securities of such series when the same shall be due and
payable; and


 


(3)                                  that at any time during the continuance of
any failure by the Company (or by any other obligor on the Securities of such
series) specified in the preceding paragraph (2), such Paying Agent will, upon
the written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by it.


 


(e)                                  If the Company shall act as its own Paying
Agent with respect to the Securities of any series, it will, on or before


 

















 


each
due date of the principal of, premium, if any, or interest, if any, on the
Securities of such series, set aside, segregate and hold in trust for the
benefit of the holders of such Securities a sum sufficient to pay such principal,
premium, if any, or interest, if any, so becoming due and will promptly notify
the Trustee of any failure to take such action and of any failure by the
Company (or by any other obligor on the Securities of such series) to make any
payment of the principal of, premium, if any, or interest, if any, on the
Securities of such series when the same shall become due and payable.


 


(f)                                    Anything in this Section 4.04 to the contrary
notwithstanding, the Company may, at any time, for the purpose of obtaining a
satisfaction and discharge of this Indenture, or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust by it, or any Paying
Agent hereunder, as required by this Section, such sums to be held by the
Trustee upon the trusts herein contained.


 


(g)                                 Anything in this Section 4.04 to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this
Section 4.04 is subject to Sections 12.05 and 12.06.


 


(h)                                 Whenever the Company shall have one or more
Paying Agents with respect to the Securities of any series, it will, prior to
each due date of the principal of, premium, if any, or interest, if any, on the
Securities of such series, deposit with a designated Paying Agent a sum
sufficient to pay the principal, premium, if any, and interest, if any, so
becoming due, such sum to be held in trust for the benefit of the persons
entitled to such principal, premium, if any, or interest, if any, and (unless
such Paying Agent is the Trustee) the Company will promptly notify the Trustee
of any failure so to act.”


 


9.                                       Article Seven of the Indenture is amended and
supplemented by adding the following Section 7.15 at the end
thereof:


 


“Section
7.15. Trustee Acting as Paving Agent, Authenticating Agent or Security
Registrar. In the event that the Trustee is also acting as Paying Agent,
Authenticating Agent or Security registrar hereunder, the rights and
protections afforded to the Trustee pursuant to this Article Seven shall also
be afforded to such Paying Agent, Authenticating Agent or Security registrar.”


 

















 


10.                                 This First Supplemental Indenture shall form
a part of the Indenture for all purposes and every holder of Securities
hereafter authenticated and delivered under the Indenture shall be bound
hereby. The Indenture as supplemented by this First Supplemental Indenture is
hereby in all respects ratified and confirmed. The provisions of this First
Supplemental Indenture shall supersede the provisions of the Indenture to the
extent the Indenture is inconsistent herewith,


 


11.                                 This First Supplemental Indenture shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of said State.


 


12.                                 This First Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original; but
such counterparts shall together constitute but one and the same instrument.


 


13.                                 The recitals in this First Supplemental
Indenture shall be taken as the statements of the Company, and the Trustee and
Chase Manhattan Bank, Luxembourg, S.A. assume no responsibility for the
correctness of the same.


 

















 


IN
WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, and their respective corporate seals to be hereunto
affixed arid attested, all as of this June 26, 2001.


 


 


	
  [CORPORATE SEAL]

  	
  GE FINANCIAL ASSURANCE

  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas W. Casey

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: Senior Vice President and

  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Ward Bobitz

  	
   

  	
   

  
	
  Title: Vice President and
  Asst. Secretary

  	
   

  
					



 


 


	
  [CORPORATE SEAL]

  	
  THE CHASE MANHATTAN BANK,

  as Trustee, Paying Agent and Exchange

  Rate Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P. Freeman

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Natalie
  B. Pesce

  	
   

  	
   

  
	
  Title: Trust Officer

  	
   

  
					



 

















 


	
  [CORPORATE SEAL]

  	
  CHASE MANHATTAN BANK,

  LUXEMBOURG, S.A., as Paying Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Dellow

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: Assistant
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title: