Supplemental Indenture No. 1



  
 Exhibit 4.11

  
 GENWORTH FINANCIAL, INC. 
  
 AND 
  
 JPMORGAN CHASE BANK, 
  
 as Trustee 
  

  
 SUPPLEMENTAL INDENTURE NO. 1 
  
 Dated as of June 15, 2004 
  

  









 THIS SUPPLEMENTAL INDENTURE No. 1 (this “Supplemental Indenture No. 1”), dated as of
June 15, 2004, is between GENWORTH FINANCIAL, INC., a Delaware corporation (the “Company”), and JPMORGAN CHASE BANK, a New York banking corporation, as Trustee (the “Trustee”). 
  
 R E C I T A L S 
  
 WHEREAS, the Company has concurrently herewith executed and delivered to the Trustee an Indenture dated as of June 15,
2004, between the Company and the Trustee (the “Base Indenture” and together with this Supplemental Indenture No. 1, the “Indenture”), providing for the issuance from time to time of series of the
Company’s Securities; 
  
 WHEREAS, Section 10.01(d) of the
Base Indenture provides for the Company and the Trustee to enter into an indenture supplemental to the Base Indenture to establish the forms or terms of Securities of any series as permitted by Section 2.01 or Section 2.02 of the Base Indenture;

  
 WHEREAS, pursuant to Section 2.02 of the Base Indenture, the
Company wishes to provide for the issuance of four new series of Securities to be known as its LIBOR Floating Rate Notes due 2007 (the “2007 Notes”), 4.750% Notes due 2009 (the “2009 Notes”) 5.750% Notes due 2014
(the “2014 Notes”) and 6.500% Notes due 2034 (the “2034 Notes;” and together with the 2007 Notes, 2009 Notes and 2014 Notes, the “Notes”), the forms and terms of such Notes and the terms, provisions
and conditions thereof to be set forth as provided in this Supplemental Indenture No. 1; and 
  
 WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture No. 1 and all requirements necessary to make this Supplemental Indenture No. 1 a valid, binding and enforceable
instrument in accordance with its terms, and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid, binding and enforceable obligations of the Company, have been done and performed, and the
execution and delivery of this Supplemental Indenture No. 1 has been duly authorized in all respects; 
  
 NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
  

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 ARTICLE 1 
 DEFINITIONS 
  
 Section 1.01. Relation to Base Indenture. This Supplemental Indenture No. 1 constitutes an integral part of the Base Indenture. 
  
 Section 1.02. Definition Of Terms. For all purposes of this Supplemental Indenture No. 1: 
  
 (a) Capitalized terms used herein without definition shall have the
meanings set forth in the Base Indenture; 
  
 (b) a term
defined anywhere in this Supplemental Indenture No. 1 has the same meaning throughout; 
  
 (c) the singular includes the plural and vice versa; 
  
 (d) headings are for convenience of reference only and do not affect interpretation; 
  
 (e) the following terms have the meanings given to them in this Section 1.02(e): 
  
 “Business Day” shall mean, unless otherwise specified, any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are open for business in New York, New York; provided, with respect to determinations for the 2007 Notes, that the day is also a London Business Day. 
  
 “Calculation Agent” shall mean JPMorgan Chase Bank, or its
successor appointed as such by the Company. 
  
 “Comparable Treasury Issue” shall mean the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term (“Remaining Life”) of the
applicable series of Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such
Notes; provided, however, that, in the case of any redemption of the 2034 Notes, if the period from the Redemption Date to the Maturity Date of such Notes is greater than the longest maturity appearing in the most recently published
statistical release designated “H.15(519)” referred to in the definition of “Treasury Rate” below, then the Comparable Treasury Issue for purposes of such redemption shall be deemed to be the 5-3/8% Treasury Bond due February
2031, unless the Independent 

  

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Investment Banker determines that such United States Treasury security is no longer an appropriate reference for purposes of determining the Treasury Rate.

  
 “Comparable Treasury Price” shall mean, with
respect to any Redemption Date, (A) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker
obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations or, if only one such Quotation is obtained, such Quotation. 
  
 “Global Notes” shall have the meaning set forth in Section 2.04. 
  
 “Independent Investment Banker” shall mean an independent
investment banking institution of national standing appointed by the Company, which may be one of the Reference Treasury Dealers. 
  
 “Interest Determination Date” shall mean the second Business Day immediately preceding either (i) the original issue date of the 2007
Notes, in the case of the Initial Interest Reset Period, or thereafter (ii) the applicable Interest Reset Date. 
  
 “Interest Payment Date” shall mean a 2007 Interest Payment Date, 2009 Interest Payment Date, 2014 Interest Payment Date or 2034 Interest
Payment Date, as the case may be. 
  
 “London Business
Day” shall mean any calendar day on which dealings in U.S. Dollars are transacted in the London interbank market. 
  
 “Maturity Date” shall have the meaning set forth in Section 2.02. 
  
 “Moneyline Telerate Page 3750” shall mean the display designated on page “3750” on Moneyline
Telerate (or such other page as may replace the 3750 page on that service, any successor service or such other service or services as may be nominated by the British Bankers’ Association for the purpose of displaying London interbank offered
rates for U.S. dollar deposits). 
  
 “Record
Date” shall mean, with respect to any Interest Payment Date for the Notes, the first day, whether or not a Business Day, of the calendar month in which such Interest Payment Date falls. 
  
 “Redemption Date” shall mean, with respect to any redemption
of Notes, the date fixed for such redemption pursuant to the Indenture and such Notes. 
  
 “Reference Treasury Dealer” shall mean (i) each of Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Lehman Brothers Inc. and their 

  

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respective successors, provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in New York City
(a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer and (ii) any other Primary Treasury Dealer selected by the Company. 
  
 “Reference Treasury Dealer Quotations” shall mean, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent
Investment Banker by the Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such Redemption Date. 
  
 “Treasury Rate” shall mean, with respect to any Redemption Date, (i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical release designated “H.15 (519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such
yields on a straight line basis, rounding to the nearest month), (ii) if the period from the Redemption Date to the Maturity Date of the Notes to be redeemed is less than one year, the weekly average yield on actually traded United States Treasury
securities adjusted to a constant maturity of one year will be used, or (iii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.
The Treasury Rate shall be calculated by the Company on the third Business Day preceding such Redemption Date. The Trustee shall not be responsible for any such calculation. 
  
 The terms “Company,” “Trustee,” “Indenture,” “Base
Indenture,” “Notes,” “2007 Notes,” “2009 Notes,” “2014 Notes” and “2034 Notes” shall have the respective meanings set forth in the recitals to this
Supplemental Indenture No. 1 and the paragraph preceding such recitals. 
  

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 ARTICLE 2 
 GENERAL TERMS AND CONDITIONS OF THE NOTES 
  
 Section 2.01. Designation and Principal Amount. The Notes may be issued from time to time upon written order
of the Company for the authentication and delivery of Notes pursuant to Section 2.03 of the Base Indenture. 
  
 (a) 2007 Notes 
  
 There is hereby authorized a series of Securities designated as LIBOR Floating Rate Notes due 2007 limited in aggregate principal amount to U.S.
$500,000,000 (except for 2007 Notes authenticated and delivered in accordance with the last paragraph of Section 2.02 of the Base Indenture or upon registration of transfer of, or in exchange for, or in lieu of, other 2007 Notes pursuant to Sections
2.06, 2.07, 2.08 or 10.04 of the Base Indenture). 
  
 (b)
2009 Notes 
  
 There is hereby authorized a series of
Securities designated as 4.750% Notes due 2009 limited in aggregate principal amount to U.S. $500,000,000 (except for 2009 Notes authenticated and delivered in accordance with the last paragraph of Section 2.02 of the Base Indenture or upon
registration of transfer of, or in exchange for, or in lieu of, other 2009 Notes pursuant to Sections 2.06, 2.07, 2.08, 3.03 or 10.04 of the Base Indenture). 
  
 (c) 2014 Notes 
  
 There is hereby authorized a series of Securities designated as 5.750% Notes due 2014 limited in aggregate principal amount to U.S. $600,000,000 (except
for 2014 Notes authenticated and delivered in accordance with the last paragraph of Section 2.02 of the Base Indenture or upon registration of transfer of, or in exchange for, or in lieu of, other 2014 Notes pursuant to Sections 2.06, 2.07, 2.08,
3.03 or 10.04 of the Base Indenture). 
  
 (d) 2034 Notes

  
 There is hereby authorized a series of Securities designated
as 6.500% Notes due 2034 limited in aggregate principal amount to U.S. $300,000,000 (except for 2034 Notes authenticated and delivered in accordance with the last paragraph of Section 2.02 of the Base Indenture or upon registration of transfer of,
or in exchange for, or in lieu of, other 2034 Notes pursuant to Sections 2.06, 2.07, 2.08, 3.03 or 10.04 of the Base Indenture). 
  
 Section 2.02. Maturity. The date upon which the Notes shall become due and payable at final maturity, together with any accrued and unpaid
interest, is 

  

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June 15, 2007 for the 2007 Notes, June 15, 2009 for the 2009 Notes, June 15, 2014 for the 2014 Notes and June 15, 2034 for the 2034 Notes (each, a
“Maturity Date”). 
  
 Section 2.03.
Form, Payment and Appointment. Except as provided in Section 2.04, the Notes of a series shall be issued in fully registered, certificated form, bearing identical terms within each series thereof. Principal of and interest on the Notes will be
payable, the transfer of such Notes will be registrable, and such Notes will be exchangeable for Notes of a like aggregate principal amount bearing identical terms and provisions, at the office or agency of the Company maintained for such purpose in
the Borough of Manhattan, The City of New York, which shall initially be the Principal Office of the Trustee; provided, however, that payment of interest may be made at the option of the Company by check mailed to the Person entitled thereto
at such address as shall appear in the Security register or by wire transfer to an account appropriately designated by the Person entitled to payment; provided, that the paying agent shall have received written notice of such account
designation at least five Business Days prior to the date of such payment (subject to surrender of the relevant Note in the case of a payment of interest on a Redemption Date or Maturity Date). 
  
 No service charge shall be made for any registration of transfer or exchange
of the Notes, but the Company may require payment from the holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. 
  
 The Security registrar and paying agent for the Notes shall initially be the Trustee. 
  
 The Notes shall be issuable in denominations of U.S. $1,000 and integral
multiples of U.S. $1,000 in excess thereof. 
  
 The Specified
Currency of the Notes shall be U.S. Dollars. 
  
 Section
2.04. Global Notes. The Notes of each series shall be issued initially in the form of one or more permanent Global Securities in registered form (a “Global Note”), deposited with The Depository Trust Company or such other
Depositary as any officer of the Company may from time to time designate. Unless and until such Global Note is exchanged for Notes in certificated form, Global Notes may be transferred, in whole but not in part, and any payments on the Notes shall
be made, only to the Depositary or a nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. 
  
 Section 2.05. Interest. (a) Interest payable on any Interest Payment Date, the Maturity Date or, if
applicable, the Redemption Date, with respect to each 

  

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series of Notes shall be the amount of interest accrued from, and including, the immediately preceding Interest Payment Date in respect of which interest has
been paid or duly provided for (or from and including the original issue date of June 15, 2004, if no interest has been paid or duly provided for with respect to the series of Notes) to, but excluding, such Interest Payment Date, Maturity Date or,
if applicable, Redemption Date, as the case may be (each, an “Interest Period”). 
  
 (b) Interest on the 2007 Notes shall be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year (each, a
“2007 Interest Payment Date”), commencing September 15, 2004, to the Persons in whose names the relevant 2007 Notes are registered at the close of business on the Record Date for such Interest Payment Date, except as provided in
Section 2.05(g). The amount of interest payable for any full or partial Interest Period for the 2007 Notes will be computed on the basis of the actual number of days elapsed divided by 360. In the event that any scheduled 2007 Interest Payment Date
(other than the Maturity Date of the 2007 Notes) falls on a day that is not a Business Day, such 2007 Interest Payment Date will be postponed to the next succeeding day which is a Business Day except that if such Business Day is in the next
succeeding calendar month, the 2007 Interest Payment Date shall be the immediately preceding day which is a Business Day. Interest on the 2007 Notes shall accrue from June 15, 2004 or from the most recent 2007 Interest Payment Date to which interest
has been paid or duly provided for. 
  
 (i)
The interest rate on the 2007 Notes shall be reset quarterly on March 15, June 15, September 15 and December 15 of each year, commencing September 15, 2004 (each, an “Interest Reset Date”). The interest rate on the 2007 Notes
for the period from and including the original issue date of the 2007 Notes to, but excluding, the initial Interest Reset Date (the “Initial Interest Reset Period”) will be three-month LIBOR (as computed below), determined as of the
Interest Determination Date prior to such original issue date, plus 0.15%. Thereafter, the 2007 Notes will bear interest at an annual rate equal to three-month LIBOR (as computed below) for the period from and including an Interest Reset Date to,
but excluding, the immediately succeeding Interest Reset Date (each an “Interest Reset Period”), plus 0.15% per year. The final Interest Reset Period for the 2007 Notes will be the period from and including the Interest Reset Date
immediately preceding the Maturity Date of the 2007 Notes to, but excluding, such Maturity Date. 
  
 (ii) If any Interest Reset Date for the 2007 Notes would otherwise be a day that is not a Business Day, the Interest Reset Date
will be postponed to the next succeeding day that is a Business Day, except that if that Business Day is in the next succeeding calendar month, the Interest Reset Date shall be the next preceding Business Day. 
  

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 (iii) Three-month LIBOR will be determined by the Calculation Agent as of the
applicable Interest Determination Date in accordance with the following provisions: 
  
 (A) LIBOR will be determined on the basis of the offered rates for deposits in U.S. dollars having a three-month maturity, commencing on
the original issue date of the 2007 Notes or the related Interest Reset Date, as applicable, immediately following such Interest Determination Date, which appears on Moneyline Telerate Page 3750 as of approximately 11:00 a.m., London time, on such
Interest Determination Date. If no rate appears on Moneyline Telerate Page 3750, LIBOR for such Interest Determination Date will be determined in accordance with the provisions of paragraph (B) below; and 
  
 (B) with respect to an Interest Determination Date on which
no rate appears on Moneyline Telerate Page 3750 as of approximately 11:00 a.m., London time, on such Interest Determination Date, the Calculation Agent shall request the principal London offices of each of four major reference banks (which may
include affiliates of the underwriters of the 2007 Notes) in the London interbank market selected by the Calculation Agent (after consultation with the Company) to provide the Calculation Agent with a quotation of the rate at which deposits of U.S.
dollars having a three-month maturity, commencing on the original issue date of the 2007 Notes or the related Interest Reset Date, as applicable, immediately following such Interest Determination Date, are offered by it to prime banks in the London
interbank market as of approximately 11:00 a.m., London time, on such Interest Determination Date in a principal amount equal to an amount of not less than U.S. $1,000,000 that is representative for a single transaction in such market at such time.
If at least two such quotations are provided, LIBOR for such Interest Determination Date will be the arithmetic mean of such quotations as calculated by the Calculation Agent. If fewer than two quotations are provided, LIBOR for such Interest
Determination Date will be the arithmetic mean of the rates quoted as of approximately 11:00 a.m., New York City time, on such Interest Determination Date by three major banks (which may include affiliates of the underwriters of the 2007 Notes)
selected by the Calculation Agent (after consultation with the Company) for loans in U.S. dollars to leading European banks having a three-month maturity commencing on the original issue date for the 2007 Notes or the related Interest Reset Date, as


  

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applicable, immediately following such Interest Determination Date and in a principal amount equal to an amount of not less than U.S. $1,000,000 that is
representative for a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting such rates as set forth in this sentence, LIBOR for such Interest
Determination Date will be LIBOR determined with respect to the immediately preceding Interest Determination Date. 
  
 (iv) All percentages resulting from any calculation of any interest rate for the 2007 Notes will be rounded, if necessary, to the
nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward and all dollar amounts will be rounded to the nearest cent, with one-half cent being rounded upward. 
  
 (v) Promptly upon such determination, the Calculation
Agent will notify the Company and the Trustee (if the Calculation Agent is not the Trustee) of the interest rate for the new Interest Reset Period. Upon request of a holder of the 2007 Notes, the Calculation Agent will provide to such holder the
interest rate in effect on the date of such request and, if determined, the interest rate for the next Interest Reset Period. 
  
 (vi) All calculations made by the Calculation Agent for the purposes of calculating interest on the 2007 Notes shall be conclusive
and binding on the holders of the 2007 Notes, the Trustee and the Company, absent manifest error. 
  
 (c) The 2009 Notes will bear interest at the rate of 4.750% per year from the original issue date thereof through and including the Maturity Date
of the 2009 Notes. Interest on the 2009 Notes shall be payable semi-annually in arrears on June 15 and December 15 of each year (each, a “2009 Interest Payment Date”), commencing December 15, 2004, to the Persons in whose names the
relevant 2009 Notes are registered at the close of business on the Record Date for such Interest Payment Date, except as provided in Section 2.05(g). 
  
 (d) The 2014 Notes will bear interest at the rate of 5.750% per year from the original issue date thereof through and including the Maturity Date
of the 2014 Notes. Interest on the 2014 Notes shall be payable semi-annually in arrears on June 15 and December 15 of each year (each, a “2014 Interest Payment Date”), commencing December 15, 2004, to the Persons in whose names the
relevant 2014 Notes are registered at the close of business on the Record Date for such Interest Payment Date, except as provided in Section 2.05(g). 
  

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 (e) The 2034 Notes will bear interest at the rate of 6.500% per year from the original issue date
thereof through and including the Maturity Date of the 2034 Notes. Interest on the 2034 Notes shall be payable semi-annually in arrears on June 15 and December 15 of each year (each, a “2034 Interest Payment Date”), commencing
December 15, 2004, to the Persons in whose names the relevant 2034 Notes are registered at the close of business on the Record Date for such Interest Payment Date, except as provided in Section 2.05(g). 
  
 (f) The amount of interest payable for any full semi-annual Interest
Period for the 2009 Notes, the 2014 Notes and the 2034 Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of interest payable for any period shorter than a full semi-annual Interest Period for such
Notes for which interest is computed will be computed on the basis of a 30-day month and, for any period less than a month, on the basis of the actual number of days elapsed per 30-day month. In the event that any scheduled Interest Payment Date for
such Notes falls on a day that is not a Business Day, then payment of interest payable on such Interest Payment Date will be postponed to the next succeeding day which is a Business Day (and no interest on such payment will accrue for the period
from and after such scheduled Interest Payment Date). 
  
 (g)
In the event that the Maturity Date or a Redemption Date for any Note falls on a day that is not a Business Day, then the related payments of principal, premium, if any, and interest may be made on the next succeeding day that is a Business Day
(and no additional interest will accumulate on the amount payable for the period from and after such Maturity Date). Interest due on the Maturity Date or a Redemption Date (in each case, whether or not an Interest Payment Date) of any Notes will be
paid to the Person to whom principal of such Notes is payable. 
  
 Section 2.06. No Sinking Fund. The Notes are not entitled to the benefit of any sinking fund. 
  
 ARTICLE 3 
 REDEMPTION OF THE
NOTES 
  
 Section 3.01. Optional
Redemption by Company. Except as otherwise may be specified in this Supplemental Indenture No. 1, the Company shall have the right to redeem the 2009 Notes, the 2014 Notes or the 2034 Notes, in whole or in part, at any time or from time to time,
at a redemption price (the “Optional Redemption Price”) equal to the greater of: 
  
 (i) 100% of the principal amount plus accrued and unpaid interest to, but excluding, the Redemption Date of the series to be
redeemed; and 
  

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 (ii) the sum of the present values of the remaining scheduled payments of
principal and interest (exclusive of interest accrued to the Redemption Date of the series to be redeemed) discounted to the Redemption Date of the series to be redeemed on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at (A) the Treasury Rate plus 12.5 basis points for the 2009 Notes, (B) the Treasury Rate plus 15.0 basis points for the 2014 Notes and (C) the Treasury Rate plus 20.0 basis points for the 2034 Notes, plus, in each case, accrued and unpaid
interest on the principal amount being redeemed to, but excluding, the Redemption Date of the series to be redeemed. 
  
 The Company will mail notice of such redemption to the registered holders of the Notes of the series to be redeemed not less than 30 nor more than 60 days
prior to the Redemption Date. If Notes are only partially redeemed pursuant to this Section 3.01, the Notes of the series to be redeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair;
provided, that if at the time of redemption the Notes of the series to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of the Notes of the series to be
redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the Redemption Date or at such later time as is then permitted by the rules of the
Depositary for the related Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such
Optional Redemption Price is to be paid. 
  
 Section 3.02.
No Other Redemption. Except as set forth in Section 3.01, the Notes shall not be redeemable by the Company prior to the Maturity Date. The provisions of this Article 3 shall supersede any conflicting provisions contained in Article 3 of the
Base Indenture. 
  
 ARTICLE 4 
 FORMS OF NOTES 
  
 Section 4.01. Forms of Notes. 
  
 (a) The 2007 Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the forms attached as Exhibit A
hereto, with such changes therein as the officers of the Company executing the 

  

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2007 Notes (by manual or facsimile signature) may approve, such approval to be conclusively evidenced by their execution thereof. 
  
 (b) The 2009 Notes and the Trustee’s Certificate of Authentication to be
endorsed thereon are to be substantially in the forms attached as Exhibit B hereto, with such changes therein as the officers of the Company executing the 2009 Notes (by manual or facsimile signature) may approve, such approval to be conclusively
evidenced by their execution thereof. 
  
 (c) The 2014 Notes and
the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the forms attached as Exhibit C hereto, with such changes therein as the officers of the Company executing the 2014 Notes (by manual or facsimile
signature) may approve, such approval to be conclusively evidenced by their execution thereof. 
  
 (d) The 2034 Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the forms attached as Exhibit D hereto, with such changes therein as the officers of the
Company executing the 2034 Notes (by manual or facsimile signature) may approve, such approval to be conclusively evidenced by their execution thereof. 
  
 ARTICLE 5 
 ORIGINAL
ISSUE OF NOTES 
  
 Section 5.01. Original Issue of Notes. 2007 Notes having an aggregate principal amount of U.S. $500,000,000, 2009 Notes having an aggregate principal amount of U.S. $500,000,000, 2014 Notes having an aggregate principal amount
of U.S. $600,000,000 and 2034 Notes having an aggregate principal amount of U.S. $300,000,000 (in each case, subject to the last paragraph of Section 2.02 of the Base Indenture) may from time to time, upon execution of this Supplemental Indenture
No. 1, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company pursuant to Section 2.03 of the Base Indenture without
any further action by the Company (other than as required by the Base Indenture). 
  
 ARTICLE 6 
 SUPPLEMENTAL INDENTURES 
  
 Section 6.01. Supplemental Indentures with Consent of holders of
Notes. As set forth in Section 10.02 of the Base Indenture, with the consent of the holders of a majority in the aggregate principal amount of Notes of each series affected by such supplemental indenture at the time outstanding, the Company and
the Trustee may from time to time and at any time enter into an indenture or 

  

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indentures supplemental to the Base Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Base Indenture or this Supplemental Indenture No. 1 or of modifying in any manner the rights of the holders of the Notes; provided, however that, in addition to clauses (i) through (viii) of Section 10.02 of the Base Indenture, no
such supplemental indenture shall modify the interest rate reset provision of the 2007 Notes set forth in Section 2.05 hereof, without the consent of the holder of each 2007 Note affected. 
  
 ARTICLE 7 
 MISCELLANEOUS 
  
 Section 7.01. Ratification of Indenture. The Base Indenture, as supplemented by this Supplemental Indenture No. 1, is in all respects ratified and confirmed, and this Supplemental Indenture No. 1 shall
be deemed part of the Base Indenture in the manner and to the extent herein and therein provided. 
  
 Section 7.02. Trustee Not Responsible for Recitals. The recitals herein contained are made by the Company and not by the Trustee, and the
Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture No. 1. 
  
 Section 7.03. New York Law To Govern. THIS SUPPLEMENTAL INDENTURE NO. 1 AND EACH NOTE 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. 
  
 Section 7.04. Separability. In case any one or more of the provisions contained in this Supplemental Indenture No. 1 or in the Notes shall
for any reason be held to be invalid, illegal or unenforceable in any respect, then, to the extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture No. 1 or of the
Notes, but this Supplemental Indenture No. 1 and the Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein. 
  
 Section 7.05. Counterparts. This Supplemental Indenture No. 1 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. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 1 to be duly executed,
as of the day and year first written above. 
  

					
	 GENWORTH FINANCIAL, INC.

		
	By:	 	 /s/ Joseph J. Pehota

	 	 	 Name:
	 	 Joseph J. Pehota

	 	 	 Title:
	 	 Senior Vice President –
 Business Development



  

					
	 JPMORGAN CHASE BANK, as Trustee

		
	By:	 	 /s/ James Freeman

	 	 	 Name:
	 	 James Freeman

	 	 	 Title:
	 	 


  









  
 EXHIBIT A 
  
 [IF THIS NOTE IS TO BE A GLOBAL SECURITY, INSERT:] 
  
 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY TRUST COMPANY. THIS NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE ONLY IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY TO A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITORY TRUST
COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY. 
  
 UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 GENWORTH FINANCIAL, INC. 
  
 LIBOR Floating Rate Note due 2007 
  
 CUSIP: 37247D AC 0 
  

			
	 No.                 
	 	$                 

  
 GENWORTH FINANCIAL,
INC., a corporation organized and existing under the laws of Delaware (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises
to pay to            , or registered assigns, 

  

 A-1 








 
[the principal sum of $                 ]1 on June 15, 2007 (such date is hereinafter referred to as the “Maturity Date”), and to pay interest thereon
from June 15, 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly in arrears on March 15, June 15, September 15 and December 15 of each year (each, an “Interest Payment
Date”), commencing September 15, 2004. The interest rate on the Notes of this series shall be reset quarterly on March 15, June 15, September 15 and December 15 of each year, commencing September 15, 2004 (each, an “Interest Reset
Date”). The interest rate for the period from and including the original issue date hereof to, but excluding, the initial Interest Reset Date (the “Initial Interest Reset Period”) will be three-month LIBOR (as computed
below), determined as of two Business Days prior to the original issue date, plus 0.15%. Thereafter, the Notes of this series will bear interest at an annual rate equal to three-month LIBOR (as computed below) for the period from and including an
Interest Reset Date to, but excluding, the immediately succeeding Interest Reset Date (each an “Interest Reset Period”), plus 0.15% per year. The final Interest Reset Period for the Notes of this series will be the period from and
including the Interest Reset Date immediately preceding the Maturity Date of the Notes of this series to, but excluding, the Maturity Date. If any Interest Reset Date for the Notes of this series would not be a Business Day, the Interest Reset Date
will be postponed to the next succeeding day that is a Business Day, except that if that Business Day is in the next succeeding calendar month, the Interest Reset Date shall be the next preceding Business Day. The term “Business Day” means
any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for business in New York, New York and that is also a calendar day on which dealings in U.S. Dollars are transacted in the
London interbank market. The amount of interest payable for any full or partial Interest Period for which interest is computed will be computed on the basis of the actual number of days elapsed divided by 360. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name the relevant Notes, or any predecessor Notes, are registered at the close of business on the Record Date for such
Interest Payment Date; provided that interest due on the Maturity Date will be paid to the Person to whom principal of such Note is payable. In the event that any Interest Payment Date (other than the Maturity Date) falls on a day that is not
a Business Day, such Interest Payment Date will be postponed to the next succeeding day which is a Business Day, except that if such Interest Payment Date is in the next succeeding calendar month, such Interest Payment Date will be the next
preceding Business Day. 


	1	USE FOLLOWING LANGUAGE INSTEAD for GLOBAL NOTES: [the principal sum as set forth in the Schedule of Increases or Decreases In Note attached hereto]


  

 A-2 








 The interest rate in effect on each day will be (i) if that day is an Interest Reset Date, the interest
rate determined as of the second Business Day immediately preceding (a) the original issue date, in the case of the Initial Interest Reset Period, or thereafter (b) the applicable Interest Reset Date (“Interest Determination Date”)
immediately preceding such Interest Reset Date or (ii) if that day is not an Interest Reset Date, the interest rate determined as of the Interest Determination Date immediately preceding the most recent Interest Reset Date or the original issue
date, as the case may be. 
  
 The interest rate applicable to each
Interest Reset Period commencing on the related Interest Reset Date, or the original issue date in the case of the Initial Interest Reset Period, will be the rate determined as of the applicable Interest Determination Date. 
  
 JPMorgan Chase Bank, or its successor appointed by the Company, will act as
calculation agent (the “Calculation Agent”). Three-month LIBOR will be determined by the Calculation Agent as of the applicable Interest Determination Date in accordance with the following provisions: 
  
 (i) LIBOR will be determined on the basis of the
offered rates for deposits in U.S. dollars having a three-month maturity, commencing on the original issue date hereof or related Interest Reset Date, as applicable, immediately following such Interest Determination Date, which appears on Moneyline
Telerate Page 3750 as of approximately 11:00 a.m., London time, on such Interest Determination Date. “Moneyline Telerate Page 3750” means the display designated on page “3750” on Moneyline Telerate (or such other page as
may replace the 3750 page on that service, any successor service or such other service or services as may be nominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits).
If no rate appears on Moneyline Telerate Page 3750, LIBOR for such Interest Determination Date will be determined in accordance with the provisions of paragraph (ii) below; and 
  
 (ii) with respect to an Interest Determination Date on which no rate appears on Moneyline Telerate
Page 3750 as of approximately 11:00 a.m., London time, on such Interest Determination Date, the Calculation Agent shall request the principal London offices of each of four major reference banks (which may include affiliates of the underwriters of
the Notes of this series) in the London interbank market selected by the Calculation Agent (after consultation with the Company) to provide the Calculation Agent with a quotation of the rate at which deposits of U.S. dollars having a three-month
maturity, commencing on the original issue 

  

 A-3 








 
date hereof or related Interest Reset Date, as applicable, immediately following such Interest Determination Date, are offered by it to prime banks in the
London interbank market as of approximately 11:00 a.m., London time, on such Interest Determination Date in a principal amount equal to an amount of not less than U.S. $1,000,000 that is representative for a single transaction in such market at such
time. If at least two such quotations are provided, LIBOR for such Interest Determination Date will be the arithmetic mean of such quotations as calculated by the Calculation Agent. If fewer than two quotations are provided, LIBOR for such Interest
Determination Date will be the arithmetic mean of the rates quoted as of approximately 11:00 a.m., New York City time, on such Interest Determination Date by three major banks (which may include affiliates of the underwriters of the Notes of this
series) selected by the Calculation Agent (after consultation with the Company) for loans in U.S. dollars to leading European banks having a three-month maturity commencing on the original issue date hereof or related Interest Reset Date, as
applicable, immediately following such Interest Determination Date and in a principal amount equal to an amount of not less than U.S. $1,000,000 that is representative for a single transaction in such market at such time; provided, however, that if
the banks selected as aforesaid by the Calculation Agent are not quoting such rates as mentioned in this sentence, LIBOR for such Interest Determination Date will be LIBOR determined with respect to the immediately preceding Interest Determination
Date. 
  
 All percentages resulting from any calculation of any
interest rate for the Notes of this series will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward and all dollar amounts will be rounded to the
nearest cent, with one-half cent being rounded upward. 
  
 Promptly upon such determination, the Calculation Agent will notify the Company and the Trustee (if the Calculation Agent is not the Trustee) of the interest rate for the new Interest Reset Period. Upon request of a holder of the Notes of
this series, the Calculation Agent will provide to such holder the interest rate in effect on the date of such request and, if determined, the interest rate for the next Interest Reset Period. 
  
 All calculations made by the Calculation Agent for the purposes of
calculating interest on the Notes of this series shall be conclusive and binding on the holders, the Trustee and the Company, absent manifest error. 
  
 Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose in The City of New


  

 A-4 








 
York, which shall initially be the Principal Office of the Trust Office of the Trustee, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the Person entitled thereto at such address as shall appear in
the Security register or by wire transfer to an account appropriately designated by the holder entitled to payment; provided, that the paying agent shall have received written notice of such account designation at least five Business Days
prior to the date of such payment (subject to surrender of the relevant Note in the case of a payment of interest on the Maturity Date). 
  
 Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place. 
  
 Unless the
certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
  

 A-5 








 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 
  
 Dated: 
  

			
	 GENWORTH FINANCIAL, INC.

		
	By:	 	 
	 	 	 Name:

	 	 	 Title:



  

			
		
	By:	 	 
	 	 	 Name:

	 	 	 Title:



  
 TRUSTEE’S
CERTIFICATE OF AUTHENTICATION 
  
 This is one of the Securities of the series
designated therein described in the within-mentioned Indenture. 
  
 Dated:
                     
  

			
	 JPMORGAN CHASE BANK, as Trustee

		
	By:	 	 
	 	 	 Authorized Officer


  









  
 REVERSE OF NOTE 

 
 This Note is one of a duly authorized issue of securities of the Company
(herein called the “Notes”), issued and to be issued in one or more series under an Indenture (the “Base Indenture”), dated as of June 15, 2004, between the Company and JPMorgan Chase Bank, as Trustee (herein called
the “Trustee”, which term includes any successor trustee), as amended and supplemented by Supplemental Indenture No. 1, dated as of June 15, 2004, between the Company and the Trustee (the “Supplemental Indenture No.
1” and together with the Base Indenture, the “Indenture”), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, initially limited in aggregate principal amount to
$500,000,000. 
  
 All terms used in this Note that are defined in
the Indenture shall have the meaning assigned to them in the Indenture. 
  
 The Notes are not entitled to the benefit of any sinking fund. 
  
 The Indenture contains provisions for defeasance of the obligations of the Company at any time upon compliance by the Company with certain conditions set forth therein, which provisions apply to the Notes of this series. 
  
 If an Event of Default with respect to Notes of this series shall occur and
be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture. 
  
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Notes at any time by the Company and the Trustee with the consent of the holders of a majority in principal amount of the Notes of each series (each series voting as a class) affected thereby and at the
time Outstanding. The Indenture also contains provisions permitting the holders of specified percentages in principal amount of the Notes of a series at the time Outstanding, on behalf of the holders of all Notes of such series, to waive certain
past defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 
  

 A-R-1 








 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this
Note is registrable in the Security register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the Security registrar duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
  
 The Notes of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof, except as
provided for in Section 2.04 of Supplemental Indenture No. 1. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series of a
different authorized denomination, as requested by the holder surrendering the same. 
  
 No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

  
 The Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
  
 THIS NOTE 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. 
  

 A-R-2 








  
 ASSIGNMENT 
  
 FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to: 
  
 ____________________________________________________________________________________________________________ 
  
 ____________________________________________________________________________________________________________ 
  
 (Insert assignee’s social security or tax identification number) 
  
 ____________________________________________________________________________________________________________ 
  
 ____________________________________________________________________________________________________________ 
  
 ____________________________________________________________________________________________________________ 
  
 (Insert address and zip code of assignee) and irrevocably appoints 
  
 ____________________________________________________________________________________________________________ 
  
 ____________________________________________________________________________________________________________ 
  
 ____________________________________________________________________________________________________________ 
  
 agent to transfer this Note on the books of the Company. The agent may substitute another to
act for him or her. 
  
 Date:
                     
  

	
	 Signature:

	
	 
	
	Signature Guarantee:                         


  
 (Sign exactly as your name
appears on the other side of this Note) 
  









  
 SIGNATURE GUARANTEE

  
 Signatures must be guaranteed by an “eligible guarantor institution”
meeting the requirements of the Security registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Security registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 
  









  
 SCHEDULE OF INCREASES OR
DECREASES IN NOTE 
  
 The initial principal amount of this Note is
$500,000,000. The following increases or decreases in the principal amount of this Note have been made: 
  

									
	 Date

	 	 Amount of
 decrease in
 principal
 amount of this
 Note

	 	 Amount of
 increase in
 principal
 amount of
 this Note

	 	 Principal
 amount of this
 Note following
 such decrease
 or
increase

	 	 Signature of
 authorized
 officer of
 Trustee



  









  
 EXHIBIT B 
  
 [IF THIS NOTE IS TO BE A GLOBAL SECURITY, INSERT:] 
  
 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY TRUST COMPANY. THIS NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE ONLY IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY TO A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITORY TRUST
COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY. 
  
 UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 GENWORTH FINANCIAL, INC. 
  
 4.750% Note due 2009 
  
 CUSIP: 37247D AD 8 
  

			
	 No.                 
	 	$                    

  
 GENWORTH FINANCIAL,
INC., a corporation organized and existing under the laws of Delaware (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises
to pay to                        , or registered assigns, 

  

 B-1 








 
[the principal sum of $
                            ]2 on June 15, 2009 (such date is hereinafter referred to as the “Maturity Date”), and to pay interest thereon from June 15, 2004 or from the
most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on June 15 and December 15 of each year (each, an “Interest Payment Date”), commencing December 15, 2004 at the rate of
4.750% per annum, on the basis of a 360-day year consisting of twelve 30-day months, until the principal hereof is paid or duly provided for or made available for payment. The amount of interest payable for any period shorter than a full semi-annual
Interest Period for which interest is computed will be computed on the basis of a 30-day month and, for any period less than a month, on the basis of the actual number of days elapsed per 30-day month. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the person in whose name the relevant Notes, or any predecessor Notes, are registered at the close of business on the Record Date for such Interest
Payment Date; provided that the interest due on the Maturity Date or a Redemption Date (in each case, whether or not an Interest Payment Date) of a Note of this series will be paid to the Person to whom principal of such Note is payable.

  
 Payment of the principal of and interest on this Note will be
made at the office or agency of the Company maintained for that purpose in The City of New York, which shall initially be the Principal Office of the Trust Office of the Trustee, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the Person entitled thereto at such address as shall appear in
the Security register or by wire transfer to an account appropriately designated by the Person entitled to payment provided, that the paying agent shall have received written notice of such account designation at least five Business Days
prior to the date of such payment (subject to surrender of the relevant Note in the case of a payment of interest on a Redemption Date or on the Maturity Date). 
  

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place. 
  
 Unless the
certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 


	2	USE FOLLOWING LANGUAGE INSTEAD for GLOBAL NOTES: [the principal sum as set forth in the
Schedule of Increases or Decreases In Note attached hereto] 

  

 B-2 








 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 
  
 Dated: 
  

			
	 GENWORTH FINANCIAL, INC.

		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:



  

			
		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:



  
 TRUSTEE’S
CERTIFICATE OF AUTHENTICATION 
  
 This is one of the Securities of the series
designated therein described in the within-mentioned Indenture. 
  
 Dated:
                             
  

			
	 JPMORGAN CHASE BANK, as Trustee

		
	 By:
	 	 
	 	 	 Authorized Officer


  









  
 REVERSE OF NOTE 

 
 This Note is one of a duly authorized issue of securities of the Company
(herein called the “Notes”), issued and to be issued in one or more series under an Indenture (the “Base Indenture”), dated as of June 15, 2004, between the Company and JPMorgan Chase Bank, as Trustee (herein called
the “Trustee”, which term includes any successor trustee), as amended and supplemented by Supplemental Indenture No. 1, dated as of June 15, 2004, between the Company and the Trustee (the “Supplemental Indenture No.
1” and together with the Base Indenture, the “Indenture”), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, initially limited in aggregate principal amount to
$500,000,000. 
  
 All terms used in this Note that are defined in
the Indenture shall have the meaning assigned to them in the Indenture. 
  
 The Company shall have the right to redeem this Note at the option of the Company, without premium or penalty, in whole or in part (an “Optional Redemption”), at a redemption price (the “Optional Redemption
Price”) equal to the greater of: 
  
 (i) 100% of the
principal amount plus accrued and unpaid interest to the Redemption Date; and 
  
 (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 12.5 basis points plus accrued interest on the principal amount being redeemed to the Redemption Date. 
  
 The Company will mail notice of such redemption to the registered holders of
the Notes of this series to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date. If Notes of this series are only partially redeemed pursuant to the preceding paragraph, the Notes of this series to be redeemed will be
selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, that if at the time of redemption the Notes of this series to be redeemed are registered as a Global Note, the Depositary shall
determine, in accordance with its procedures, the principal amount of the Notes of this series to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 

  

 B-R-1 








 
12:00 noon, New York time, on the Redemption Date or at such later time as is then permitted by the rules of the Depositary for the related Notes (if then
registered as a Global Note) provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. 
  
 In the event of redemption of this Note in part only, a new Note or Notes of this series for
the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. Except as set forth in the preceding paragraphs and in Article 3 of the Supplemental Indenture No. 1, the Company may not redeem the Notes
of this series at its option prior to the Maturity Date. 
  
 The
Notes are not entitled to the benefit of any sinking fund. 
  
 The
Indenture contains provisions for defeasance of the obligations of the Company at any time upon compliance by the Company with certain conditions set forth therein, which provisions apply to the Notes of this series. 
  
 If an Event of Default with respect to Notes of this series shall occur and
be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture. 
  
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Notes at any time by the Company and the Trustee with the consent of the holders of a majority in principal amount of the Notes of each series (each series voting as a class) affected thereby and at the
time Outstanding. The Indenture also contains provisions permitting the holders of specified percentages in principal amount of the Notes of a series at the time Outstanding, on behalf of the holders of all Notes of such series, to waive certain
past defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 
  
 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security register, upon
surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security registrar duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series, of authorized denominations and for the same 

  

 B-R-2 








 
aggregate principal amount, will be issued to the designated transferee or transferees. 
  
 The Notes of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral
multiple thereof, except as provided for in Section 2.04 of Supplemental Indenture No. 1. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount
of Notes of this series of a different authorized denomination, as requested by the holder surrendering the same. 
  
 No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. 
  
 The Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary. 
  
 THIS NOTE
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. 
  

 B-R-3 








  
 ASSIGNMENT 
  
 FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to: 
  
 __________________________________________________________________________________________________ 
  
 __________________________________________________________________________________________________ 
  
 (Insert assignee’s social security or tax identification number) 
  
 __________________________________________________________________________________________________ 
  
 __________________________________________________________________________________________________ 
  
 __________________________________________________________________________________________________ 
  
 (Insert address and zip code of assignee) 
  
 and
irrevocably appoints 
  
 __________________________________________________________________________________________________ 
  
 __________________________________________________________________________________________________ 
  
 __________________________________________________________________________________________________ 
  
 agent to transfer this Note on the books of the Company. The agent may substitute another to act for him or her. 
  
 Date:
                     
  

	
	Signature:
	
	 
	
	Signature Guarantee: _________________________


  
 (Sign exactly as your name
appears on the other side of this Note) 
  









  
 SIGNATURE GUARANTEE

  
 Signatures must be guaranteed by an “eligible guarantor institution”
meeting the requirements of the Security registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Security registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 
  









  
 SCHEDULE OF INCREASES OR
DECREASES IN NOTE 
  
 The initial principal amount of this Note is
$500,000,000. The following increases or decreases in the principal amount of this Note have been made: 
  

									
	 Date

	 	 Amount of
 decrease in
 principal
 amount of this
 Note

	 	 Amount of
 increase in
 principal
 amount of this
 Note

	  	 Principal
 amount of this
 Note following
 such decrease or
 increase

	  	 Signature of
 authorized
 officer of
 Trustee



  









  
 EXHIBIT C 
  
 [IF THIS NOTE IS TO BE A GLOBAL SECURITY, INSERT:] 
  
 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY TRUST COMPANY. THIS NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE ONLY IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY TO A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITORY TRUST
COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY. 
  
 UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 GENWORTH FINANCIAL, INC. 
  
 5.750% Note due 2014 
  
 CUSIP: 37247D AE 6 
  

			
	 No.                 
	 	$                     

  
 GENWORTH FINANCIAL,
INC., a corporation organized and existing under the laws of Delaware (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises
to pay to                    , or registered assigns, 

  

 C-1 








 
[the principal sum of $
                        ]3 on June 15, 2014 (such date is hereinafter referred to as the “Maturity Date”), and to pay interest thereon from June 15, 2004 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually in arrears on June 15 and December 15 of each year (each, an “Interest Payment Date”), commencing December 15, 2004 at the rate of 5.750% per annum, on the basis of a
360-day year consisting of twelve 30-day months, until the principal hereof is paid or duly provided for or made available for payment. The amount of interest payable for any period shorter than a full semi-annual Interest Period for which interest
is computed will be computed on the basis of a 30-day month and, for any period less than a month, on the basis of the actual number of days elapsed per 30-day month. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the person in whose name the relevant Notes, or any predecessor Notes, are registered at the close of business on the Record Date for such Interest Payment Date; provided that the
interest due on the Maturity Date or a Redemption Date (in each case, whether or not an Interest Payment Date) of a Note of this series will be paid to the Person to whom principal of such Note is payable. 
  
 Payment of the principal of and interest on this Note will be made at the
office or agency of the Company maintained for that purpose in The City of New York, which shall initially be the Principal Office of the Trust Office of the Trustee, in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the Person entitled thereto at such address as shall appear in the Security
register or by wire transfer to an account appropriately designated by the Person entitled to payment provided, that the paying agent shall have received written notice of such account designation at least five Business Days prior to the date
of such payment (subject to surrender of the relevant Note in the case of a payment of interest on a Redemption Date or on the Maturity Date). 
  
 Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place. 
  
 Unless the
certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 


	3	USE FOLLOWING LANGUAGE INSTEAD for GLOBAL NOTES: [the principal sum as set forth in the Schedule of Increases or Decreases In Note attached hereto]


  

 C-2 








 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 
  
 Dated: 
  

			
	 GENWORTH FINANCIAL, INC.

		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:

		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:



  
 TRUSTEE’S
CERTIFICATE OF AUTHENTICATION 
  
 This is one of the Securities of the series
designated therein described in the within-mentioned Indenture. 
  
 Dated:
                     
  

			
	 JPMORGAN CHASE BANK, as Trustee

		
	By:	 	 
	 	 	 Authorized Officer


  









  
 REVERSE OF NOTE 

 
 This Note is one of a duly authorized issue of securities of the Company
(herein called the “Notes”), issued and to be issued in one or more series under an Indenture (the “Base Indenture”), dated as of June 15, 2004, between the Company and JPMorgan Chase Bank, as Trustee (herein called
the “Trustee”, which term includes any successor trustee), as amended and supplemented by Supplemental Indenture No. 1, dated as of June 15, 2004, between the Company and the Trustee (the “Supplemental Indenture No.
1” and together with the Base Indenture, the “Indenture”), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, initially limited in aggregate principal amount to
$600,000,000. 
  
 All terms used in this Note that are defined in
the Indenture shall have the meaning assigned to them in the Indenture. 
  
 The Company shall have the right to redeem this Note at the option of the Company, without premium or penalty, in whole or in part (an “Optional Redemption”), at a redemption price (the “Optional Redemption
Price”) equal to the greater of: 
  
 (i) 100% of the
principal amount plus accrued and unpaid interest to the Redemption Date; and 
  
 (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15.0 basis points plus accrued interest on the principal amount being redeemed to the Redemption Date. 
  
 The Company will mail notice of such redemption to the registered holders of
the Notes of this series to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date. If Notes of this series are only partially redeemed pursuant to the preceding paragraph, the Notes of this series to be redeemed will be
selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, that if at the time of redemption the Notes of this series to be redeemed are registered as a Global Note, the Depositary shall
determine, in accordance with its procedures, the principal amount of the Notes of this series to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 

  

 C-R-1 








 
12:00 noon, New York time, on the Redemption Date or at such later time as is then permitted by the rules of the Depositary for the related Notes (if then
registered as a Global Note) provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. 
  
 In the event of redemption of this Note in part only, a new Note or Notes of this series for
the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. Except as set forth in the preceding paragraphs and in Article 3 of the Supplemental Indenture No. 1, the Company may not redeem the Notes
of this series at its option prior to the Maturity Date. 
  
 The
Notes are not entitled to the benefit of any sinking fund. 
  
 The
Indenture contains provisions for defeasance of the obligations of the Company at any time upon compliance by the Company with certain conditions set forth therein, which provisions apply to the Notes of this series. 
  
 If an Event of Default with respect to Notes of this series shall occur and
be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture. 
  
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Notes at any time by the Company and the Trustee with the consent of the holders of a majority in principal amount of the Notes of each series (each series voting as a class) affected thereby and at the
time Outstanding. The Indenture also contains provisions permitting the holders of specified percentages in principal amount of the Notes of a series at the time Outstanding, on behalf of the holders of all Notes of such series, to waive certain
past defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 
  
 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security register, upon
surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security registrar duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series, of authorized denominations and for the same 

  

 C-R-2 








 
aggregate principal amount, will be issued to the designated transferee or transferees. 
  
 The Notes of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral
multiple thereof, except as provided for in Section 2.04 of Supplemental Indenture No. 1. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount
of Notes of this series of a different authorized denomination, as requested by the holder surrendering the same. 
  
 No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. 
  
 The Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary. 
  
 THIS NOTE
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. 
  

 C-R-3 








  
 ASSIGNMENT 
  
 FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to: 
  
 _________________________________________________________________________________________________ 
  
 _________________________________________________________________________________________________ 
  
 (Insert assignee’s social security or tax identification number) 
  
 _________________________________________________________________________________________________ 
  
 _________________________________________________________________________________________________ 
  
 _________________________________________________________________________________________________ 
  
 (Insert address and zip code of assignee) 
  
 and
irrevocably appoints 
  
 _________________________________________________________________________________________________ 
  
 _________________________________________________________________________________________________ 
  
 _________________________________________________________________________________________________ 
 agent to transfer this Note on the books of the Company. The agent may substitute another to act for him or her. 
  
 Date:                          

 

	
	 Signature:

	
	 
	
	 Signature Guarantee: _______________________



  
 (Sign exactly as your name
appears on the other side of this Note) 
  









  
 SIGNATURE GUARANTEE

  
 Signatures must be guaranteed by an “eligible guarantor institution”
meeting the requirements of the Security registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Security registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 
  









  
 SCHEDULE OF INCREASES OR
DECREASES IN NOTE 
  
 The initial principal amount of this Note is
$                    . The following increases or decreases in the principal amount of this Note have been made: 
  

									
	 Date

	 	 Amount of
 decrease in
 principal
 amount of this
 Note

	 	 Amount of
 increase in
 principal
 amount of this
 Note

	  	 Principal
 amount of this
 Note following
 such decrease or
 increase

	  	 Signature of
 authorized
 officer of
 Trustee



  









  
 EXHIBIT D 
  
 [IF THIS NOTE IS TO BE A GLOBAL SECURITY, INSERT:] 
  
 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY TRUST COMPANY. THIS NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE ONLY IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY TO A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITORY TRUST
COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY. 
  
 UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 GENWORTH FINANCIAL, INC. 
  
 6.500% Note due 2034 
  
 CUSIP: 37247D AB 2 
  

			
	 No.                 
	 	$                     

  
 GENWORTH FINANCIAL,
INC., a corporation organized and existing under the laws of Delaware (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises
to pay to                        , or registered assigns, 

  

 D-1 








 
[the principal sum of $
                    ]4 on June 15, 2034 (such date is hereinafter referred to as the “Maturity Date”), and to pay interest thereon from June 15, 2004 or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually in arrears on June 15 and December 15 of each year (each, an “Interest Payment Date”), commencing December 15, 2004 at the rate of 6.500% per annum, on the basis of a 360-day year consisting of twelve
30-day months, until the principal hereof is paid or duly provided for or made available for payment. The amount of interest payable for any period shorter than a full semi-annual Interest Period for which interest is computed will be computed on
the basis of a 30-day month and, for any period less than a month, on the basis of the actual number of days elapsed per 30-day month. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided
in such Indenture, be paid to the person in whose name the relevant Notes, or any predecessor Notes, are registered at the close of business on the Record Date for such Interest Payment Date; provided that the interest due on the Maturity
Date or a Redemption Date (in each case, whether or not an Interest Payment Date) of a Note of this series will be paid to the Person to whom principal of such Note is payable. 
  
 Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for
that purpose in The City of New York, which shall initially be the Principal Office of the Trust Office of the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the Person entitled thereto at such address as shall appear in the Security register or by wire transfer to an account
appropriately designated by the Person entitled to payment provided, that the paying agent shall have received written notice of such account designation at least five Business Days prior to the date of such payment (subject to surrender of
the relevant Note in the case of a payment of interest on a Redemption Date or the Maturity Date). 
  
 Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place. 
  
 Unless the
certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 


	4	USE FOLLOWING LANGUAGE INSTEAD for GLOBAL NOTES: [the principal sum as set forth in the
Schedule of Increases or Decreases In Note attached hereto] 

  

 D-2 








 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 
  
 Dated: 
  

			
	 GENWORTH FINANCIAL, INC.

		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:

		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:



  
 TRUSTEE’S
CERTIFICATE OF AUTHENTICATION 
  
 This is one of the Securities of the series
designated therein described in the within-mentioned Indenture. 
  
 Dated:
                         
  

			
	 JPMORGAN CHASE BANK, as Trustee

		
	By:	 	 
	 	 	 Authorized Officer


  









  
 REVERSE OF NOTE 

 
 This Note is one of a duly authorized issue of securities of the Company
(herein called the “Notes”), issued and to be issued in one or more series under an Indenture (the “Base Indenture”), dated as of June 15, 2004, between the Company and JPMorgan Chase Bank, as Trustee (herein called
the “Trustee”, which term includes any successor trustee), as amended and supplemented by Supplemental Indenture No. 1, dated as of June 15, 2004, between the Company and the Trustee (the “Supplemental Indenture No.
1” and together with the Base Indenture, the “Indenture”), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, initially limited in aggregate principal amount to
$300,000,000. 
  
 All terms used in this Note that are defined in
the Indenture shall have the meaning assigned to them in the Indenture. 
  
 The Company shall have the right to redeem this Note at the option of the Company, without premium or penalty, in whole or in part (an “Optional Redemption”), at a redemption price (the “Optional Redemption
Price”) equal to the greater of: 
  
 (i) 100% of the
principal amount plus accrued and unpaid interest to the Redemption Date; and 
  
 (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points plus accrued interest on the principal amount being redeemed to the Redemption Date. 
  
 The Company will mail notice of such redemption to the registered holders of the Notes of this series to be redeemed not
less than 30 nor more than 60 days prior to the Redemption Date. If Notes of this series are only partially redeemed pursuant to the preceding paragraph, the Notes of this series to be redeemed will be selected by the Trustee in such manner as in
its sole discretion it shall deem appropriate and fair; provided, that if at the time of redemption the Notes of this series to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its procedures,
the principal amount of the Notes of this series to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 

  

 D-R-1 








 
12:00 noon, New York time, on the Redemption Date or at such later time as is then permitted by the rules of the Depositary for the related Notes (if then
registered as a Global Note) provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. 
  
 In the event of redemption of this Note in part only, a new Note or Notes of this series for
the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. Except as set forth in the preceding paragraphs and in Article 3 of the Supplemental Indenture No. 1, the Company may not redeem the Notes
of this series at its option prior to the Maturity Date. 
  
 The
Notes are not entitled to the benefit of any sinking fund. 
  
 The
Indenture contains provisions for defeasance of the obligations of the Company at any time upon compliance by the Company with certain conditions set forth therein, which provisions apply to the Notes of this series. 
  
 If an Event of Default with respect to Notes of this series shall occur and
be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture. 
  
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Notes at any time by the Company and the Trustee with the consent of the holders of a majority in principal amount of the Notes of each series (each series voting as a class) affected thereby and at the
time Outstanding. The Indenture also contains provisions permitting the holders of specified percentages in principal amount of the Notes of a series at the time Outstanding, on behalf of the holders of all Notes of such series, to waive certain
past defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 
  
 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security register, upon
surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security registrar duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series, of authorized denominations and for the same 

  

 D-R-2 








 
aggregate principal amount, will be issued to the designated transferee or transferees. 
  
 The Notes of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral
multiple thereof, except as provided for in Section 2.04 of Supplemental Indenture No. 1. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount
of Notes of this series of a different authorized denomination, as requested by the holder surrendering the same. 
  
 No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. 
  
 The Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary. 
  
 THIS NOTE
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. 
  

 D-R-3 








  
 ASSIGNMENT 
  
 FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to: 
  
 ___________________________________________________________________________________________________ 
  
 ___________________________________________________________________________________________________ 
  
 (Insert assignee’s social security or tax identification number) 
  
 ___________________________________________________________________________________________________ 
  
 ___________________________________________________________________________________________________ 
  
 ___________________________________________________________________________________________________ 
  
 (Insert address and zip code of assignee) 
  
 and
irrevocably appoints 
  
 ___________________________________________________________________________________________________ 
  
 ___________________________________________________________________________________________________ 
  
 ___________________________________________________________________________________________________ 
  
 agent to transfer this Note on the books of the Company. The agent may substitute another to act for him or her. 
  
 Date:
                         
  

	
	 Signature:

	
	 
	
	 Signature Guarantee: ________________________



  
 (Sign exactly as your name
appears on the other side of this Note) 
  









  
 SIGNATURE GUARANTEE

  
 Signatures must be guaranteed by an “eligible guarantor institution”
meeting the requirements of the Security registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Security registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 
  









  
 SCHEDULE OF INCREASES OR
DECREASES IN NOTE 
  
 The initial principal amount of this Note is
$300,000,000. The following increases or decreases in the principal amount of this Note have been made: 
  

									
	 Date

	 	 Amount of
 decrease in
 principal
 amount of this
 Note

	 	 Amount of
 increase in
 principal
 amount of this
 Note

	  	 Principal
 amount of this
 Note following
 such decrease or
 increase

	  	 Signature of
 authorized
 officer of
 Trustee