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                                                                     Exhibit 4.2

                                                                  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)


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          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.

                             W I T N E S S E T H :

          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.
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          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.
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               Foreign Currency:
               -----------------

               The term "Foreign Currency" means any Specified Currency other
               than Dollars.

               Paying 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 2.01A 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
<PAGE>

               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 2.01A 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
<PAGE>

               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
<PAGE>

               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 2.11(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
                    2.11(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 2.11(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

<PAGE>

                    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.
<PAGE>

          (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).
<PAGE>

                    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.
<PAGE>

               (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
               ------------------------------------------
<PAGE>

               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."
<PAGE>

          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 33/rd/ 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
<PAGE>

                     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
<PAGE>

                     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 Paying 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."
<PAGE>

          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.
<PAGE>

          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 and attested, all as of this June 26, 2001.


[CORPORATE SEAL]                                  GE FINANCIAL ASSURANCE
                                                  HOLDINGS, INC.

                                                  By:___________________________
                                                     Name:
                                                     Title:

Attest:

_______________________
Title:



[CORPORATE SEAL]                                  THE CHASE MANHATTAN BANK,
                                                  as Trustee, Paying Agent and
                                                  Exchange Rate Agent

                                                  By:___________________________
                                                     Name:
                                                     Title:

Attest:

_______________________
Title:
<PAGE>

[CORPORATE SEAL]                          CHASE MANHATTAN BANK,

                                          LUXEMBOURG, S.A., as Paying Agent

                                          By:___________________________________
                                             Name:
                                             Title:

Attest:

_______________________
Title: