Exhibit 4.6


 


MORGAN STANLEY DEAN
WITTER


 


29
September 2003


 


To:
GE FINANCIAL ASSURANCE HOLDINGS INC.


Attn: David Heller


E Mail Address: David Heller


 


From:
MORGAN STANLEY DERIVATIVE PRODUCTS INC.


 


Re:
Transaction Ref. No. CEAGG


 


THIS
CONFIRMATION AMENDS AND RESTATES IN ITS ENTIRETY THE PREVIOUS CONFIRMATION FOR
THIS TRANSACTION.


Amendment(s):              Business Days for
JPY/ USD/ Initial and Final Exchange


 


Dear
Sir or Madam:


 


The purpose of this facsimile
is to set forth the terms and conditions of the transaction entered into
between MORGAN STANLEY DERIVATIVE PRODUCTS INC. and GE FINANCIAL ASSURANCE
HOLDINGS INC. on the Trade Date specified below (the “Transaction”). This
facsimile constitutes a “Confirmation” as referred to in the Agreement as
specified below.


 


The definitions and provisions
contained in the 2000 ISDA Definitions (the “Definitions”) as published by the
International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated
into this Confirmation. For these purposes, all references in the Definitions
to a “Swap Transaction” shall be deemed to apply to the Transaction referred to
herein.  In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern.


 


Neither
Morgan Stanley, Morgan Stanley Capital Services Inc, Morgan Stanley & Co.
International Limited nor any other subsidiary or affiliate of Morgan Stanley
(other than Party A) is an obligor on the transaction that is the subject of
this Confirmation.


 


This Confirmation supplements,
forms part of, add is subject to the ISDA Master Agreement dated as of 2 March
2000, as amended and supplemented from time to time (the “Agreement”), between
MORGAN STANLEY DERIVATIVE PRODUCTS INC. and you.  All provisions contained in the Agreement govern this Confirmation
except as expressly modified below.


 


The
terms of the particular Transaction to which this Confirmation relates are as
follows:


 


	
  Party A:

  	
   

  	
  MORGAN
  STANLEY DERIVATIVE PRODUCTS INC.

  
	
  Party B:

  	
   

  	
  GE FINANCIAL
  ASSURANCE HOLDINGS INC.

  
	
  Trade Date:

  	
   

  	
  18 September
  2003

  
	
  Effective
  Date:

  	
   

  	
  22 September
  2003

  
	
  Termination
  Date:

  	
   

  	
  20 June 2011

  
	
   

  	
   

  	
   

  
	
  Fixed Amounts

  	
   

  	
   

  
	
  Fixed Rate
  Payer:

  	
   

  	
  Party A

  
	
  Fixed Rate
  payer Currency

  Amount:

  	
   

  	
  JPY 57,000,000,000

  



 

















 


	
  Fixed Rate
  Payer Payment Dates:

  	
   

  	
  On 20 June
  and 20 December in each year, from and including 20 December 2003 to and
  including 20 June 2011, subject to adjustment in accordance with the
  Following Business Day Convention with No Adjustment to Period End Dates

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fixed Rate:

  	
   

  	
  1.60000 %

  
	
  Fixed Rate
  Day Count Fraction:

  	
   

  	
  30/360

  
	
   

  	
   

  	
   

  
	
  Fixed Amounts

  	
   

  	
   

  
	
  Fixed Rate
  Payer:

  	
   

  	
  Party B

  
	
  Fixed Rate
  Payer Currency

  Amount:

  	
   

  	
  USD
  490,956,07235

  
	
  Fixed Rate
  Payer Payment Dates:

  	
   

  	
  On 20 June
  And 20 December in each year, from and including 20 December 2003 to and
  including 20 June 2011, subject to adjustment in accordance with the
  Following Business Day Convention with No Adjustment to Period End Dates

  



 

















 


	
  Fixed Rate:

  	
   

  	
  4.84000 %

  
	
  Fixed Rate
  Day Count Fraction:

  	
   

  	
  30/360

  
	
   

  	
   

  	
   

  
	
  Initial Exchanges:

  	
   

  	
   

  
	
  Initial
  Exchange Date:

  	
   

  	
  22 September
  2003, subject to adjustment in accordance with the Following Business Day
  Convention.

  
	
  Party A
  Initial Exchange Amount:

  	
   

  	
  USD
  490,956,072.35

  
	
  Party B
  Initial Exchange Amount:

  	
   

  	
  JPY
  57,000,000,000

  
	
   

  	
   

  	
   

  
	
  Final Exchanges:

  	
   

  	
   

  
	
  Final
  Exchange Date:

  	
   

  	
  20 June
  2011, subject to adjustment in accordance with the Following Business Day
  Convention.

  
	
  Party B
  Final Exchange Amount:

  	
   

  	
  USD
  490,956,072.35

  
	
  Party A
  Final Exchange Amount:

  	
   

  	
  JPY
  57,000,000,000

  
	
   

  	
   

  	
   

  
	
  Business
  Days for JPY:

  	
   

  	
  London, New
  York And Tokyo

  
	
  Business
  Days for USD

  	
   

  	
  London, New
  York And Tokyo

  
	
   

  	
   

  	
   

  
	
  Business
  Days for Initial and Final Exchange:

  	
   

  	
  London, New
  York And Tokyo

  
	
  Calculation
  Agent:

  	
   

  	
  Party A, or
  as specified in the Agreement

  
	
   

  	
   

  	
   

  
	
  Other Provisions:

  	
   

  	
   

  
	
  None

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Account Details:

  	
   

  	
   

  
	
  Account for
  payments to Party A:

  	
   

  	
   

  
	
  Account for
  payments in JPY :

  	
   

  	
  UFJ Bank
  Ltd., Tokyo

  
	
   

  	
   

  	
  A/C No:
  2506-2001/1

  
	
   

  	
   

  	
  A/C Morgan
  Stanley Derivative Products

  
	
  Account for
  payments in USD :

  	
   

  	
  JPMorgan
  Chase Bank, New York

  
	
   

  	
   

  	
  A/C No:
  9301034840

  
	
   

  	
   

  	
  ABA No:
  021-000-021

  
	
   

  	
   

  	
  A/C Morgan
  Stanley Derivative Products

  
	
  Account for
  payments to Party B:

  	
   

  	
   

  
	
  Account for
  payments in JPY :

  	
   

  	
  Please
  supply details

  
	
  Account for
  payments in USD

  	
   

  	
  Please
  supply details

  
	
   

  	
   

  	
   

  
	
  Documentation and Operations Contacts:

  
	
  Documentation:

  	
   

  	
  Telephone
  Tokyo (813) 5424 7448/7449/4710

  
	
   

  	
   

  	
  Facsimile
  Tokyo (813) 5424 4788

  
	
  Operations:

  	
   

  	
  Telephone
  Tokyo (813) 5424 4747/4748

  
	
   

  	
   

  	
  Facsimile
  Tokyo (813) 5424 7895

  



 

















 


Confirmation:


Please confirm that the
foregoing correctly sets forth the terms of our agreement by executing a copy
of this Confirmation and returning it to us, or by sending to us a facsimile
substantially similar to this facsimile which sets forth the material terms of
the Transaction to which this Confirmation relates and indicates agreement to
those terms.


We are delighted to have
executed this Transaction with you and look forward to working with you again.


 


Yours
sincerely,


 


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
  MORGAN
  STANLEY DERIVATIVE PRODUCTS INC.

  
	
   

  
	
  Confirmed as of the date first written above: GE FINANCIAL ASSURANCE
  HOLDINGS INC.

  
	
   

  
	
  By:

  	
  /s/ DENNIS
  R. SWEENEY

  	
   

  
	
  Name:

  	
  Dennis R. Sweeney

  	
   

  
	
  Title:

  	
  Vice President & Assistant Treasurer

  General Electric Capital Corporation