Exhibit 4.10


 


REMARKETING AGREEMENT


 


May [•],
2004


 


Morgan Stanley & Co.
Incorporated

1585 Broadway

New York, NY 10036


 


The Bank of New York

101 Barclay Street, Floor 8W

New York, NY 10286

Attention: Corporate Trust Division-Corporate Finance Unit


 


Ladies and Gentlemen:


 


This Agreement
is dated as of May [•], 2004 (the “Agreement”) by and among Genworth
Financial, Inc., a Delaware corporation (the “Company”),
Morgan Stanley & Co. Incorporated, as the remarketing agent (the “Remarketing Agent”), and The Bank of New
York, a New York banking corporation, not individually but solely as Purchase
Contract Agent (the “Purchase Contract Agent”)
and as attorney-in-fact of the holders of Purchase Contracts (as defined in the
Purchase Contract and Pledge Agreement referred to below).


 


Section 1.              Definitions.


 


(a)           Capitalized terms used and not
defined in this Agreement shall have the meanings set forth in the Purchase
Contract and Pledge Agreement, dated as of May [•], 2004, among the
Company, The Bank of New York as Purchase Contract Agent and attorney-in-fact
for the Holders of the Purchase Contracts, and The Bank of New York as
Collateral Agent, Custodial Agent and Securities Intermediary, as amended from
time to time (the “Purchase Contract and
Pledge Agreement”).


 


(b)           As used in this Agreement, the
following terms have the following meanings:


 


“Agreement”
has the meaning specified in the first paragraph of this Remarketing Agreement.


 


“Commencement
Date” has the meaning specified in Section 3.


 

















 


“Commission”
means the Securities and Exchange Commission.


 


“Company”
has the meaning specified in the first paragraph of this Remarketing Agreement.


 


“Final
Remarketing” has the meaning specified in Section 2(c).


 


“Final
Remarketing Date” has the meaning specified in Section 2(c).


 


“indemnified
party” has the meaning specified in Section 7(c).


 


“indemnifying
party” has the meaning specified in Section 7(c).


 


“Initial
Remarketing” has the meaning specified in Section 2(b).


 


“Initial
Remarketing Date” has the meaning specified in Section 2(b).


 


“Preliminary Prospectus” means any
preliminary prospectus relating to the Remarketed Senior Notes included in the
Registration Statement, including the documents incorporated by reference
therein as of the date of such Preliminary Prospectus; and any reference to any
amendment or supplement to such Preliminary Prospectus shall be deemed to refer
to and include any documents filed after the date of such Preliminary
Prospectus under the Exchange Act and incorporated by reference in such Preliminary
Prospectus.


 


“Prospectus” means the prospectus relating
to the Remarketed Senior Notes, in the form in which first filed, or
transmitted for filing, with the Commission after the effective date of the
Registration Statement pursuant to Rule 424(b), including the documents
incorporated by reference therein as of the date of such Prospectus; and any
reference to any amendment or supplement to such Prospectus shall be deemed to
refer to and include any documents filed after the date of such Prospectus,
under the Exchange Act, and incorporated by reference in such Prospectus.


 


“Purchase
Contract and Pledge Agreement” has the meaning specified in Section
1(a).


 


“Registration Statement” means a
registration statement under the Securities Act prepared by the Company
covering, inter
alia, the Remarketing of the Remarketed Senior Notes pursuant to
Section 5(a) hereunder, including all exhibits thereto and the documents
incorporated by reference in the prospectus contained in such registration
statement, and any post-effective amendments thereto.


 


“Remarketed Senior Notes” means the Senior
Notes underlying the Pledged Applicable Ownership Interests in Senior Notes and
the Separate Senior Notes, if any, subject to Remarketing as identified to the
Remarketing Agent by the Purchase Contract Agent and the Custodial Agent,
respectively, as of 5:00 p.m., New York City time, on the seventh Business Day
immediately preceding the Purchase Contract Settlement Date, and shall include:
(a) the
Senior Notes underlying the Pledged Applicable Ownership Interests in
Senior Notes of the Holders
of Corporate Units who have not notified the Purchase Contract Agent prior to
5:00


 


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p.m., New
York City time, on the
seventh Business Day immediately preceding the Purchase Contract Settlement
Date of their intention to effect a Cash Settlement of the related Purchase
Contracts pursuant to the terms of the Purchase Contract and Pledge Agreement
or who have so notified the Purchase Contract Agent but failed to make the
required cash payment on the sixth Business Day immediately preceding the
Purchase Contract Settlement Date pursuant to the terms of the Purchase
Contract and Pledge Agreement, and (b) the Separate Senior Notes of the
holders of Separate Senior Notes, if any, who have elected to have their
Separate Senior Notes remarketed in such Remarketing pursuant to the terms of
the Purchase Contract and Pledge Agreement.


 


“Remarketing” means the remarketing of the
Remarketed Senior Notes pursuant to this Remarketing Agreement on any of the
Initial Remarketing Date, the Second Remarketing Date or the Final Remarketing
Date.


 


“Remarketing
Fee” has the meaning specified in Section 4.


 


“Remarketing Materials” means the
Preliminary Prospectus, the Prospectus or any other information furnished by
the Company to the Remarketing Agent for distribution to investors in
connection with the Remarketing.


 


“Remarketing
Settlement Date” means the Purchase Contract Settlement Date.


 


“Reset Rate”
has the meaning specified in Section 2(d).


 


“Second
Remarketing” has the meaning specified in Section 2(c).


 


“Second
Remarketing Date” has the meaning specified in Section 2(c).


 


“Securities”
has the meaning specified in Section 10.


 


“Senior Notes” means the series of
notes designated [•]% Senior Notes due 2009 of the Company.


 


“Transaction Documents” means this
Agreement, the Purchase Contract and Pledge Agreement and the Indenture, in
each case as amended or supplemented from time to time.


 


“Underwriting
Agreement” has the meaning specified in Section 3(a).


 


Section 2.              Appointment
and Obligations of the Remarketing Agent.


 


(a)           The Company hereby appoints Morgan
Stanley & Co. Incorporated as the exclusive Remarketing Agent, and, subject
to the terms and conditions set forth herein, Morgan Stanley & Co.
Incorporated hereby accepts appointment as Remarketing Agent, for the purpose
of (i) remarketing the Remarketed Senior Notes on behalf of the holders
thereof, (ii) determining, in consultation with the Company, in the manner
provided for herein and in the Purchase Contract and Pledge Agreement and the
Indenture, the Reset Rate for the Senior Notes, and (iii)


 


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performing such other duties as
are assigned to the Remarketing Agent in the Transaction Documents.


 


(b)           Unless a Special Event Redemption or
a Termination Event has occurred prior to such date, on the fifth Business Day
immediately preceding the Purchase Contract Settlement Date (the “Initial  Remarketing
Date”), the Remarketing Agent shall use its reasonable efforts to
remarket (“Initial Remarketing”)
the Remarketed Senior Notes, at the Remarketing Price.


 


(c)           In the case of a Failed Remarketing
on the Initial Remarketing Date and unless a Special Event Redemption or a
Termination Event has occurred prior to such date, on the fourth Business Day
immediately preceding the Purchase Contract Settlement Date (the “Second  Remarketing
Date”), the Remarketing Agent shall use its reasonable efforts to
remarket (the “Second Remarketing”)
the Remarketed Senior Notes at the Remarketing Price.  In the case of a Failed Remarketing on the Second Remarketing
Date and unless a Special Event Redemption or a Termination Event has occurred
prior to such date, on the third Business Day immediately preceding the
Purchase Contract Settlement Date (the “Final
Remarketing Date”), the
Remarketing Agent shall use its reasonable efforts to remarket (the “Final Remarketing”) the Remarketed Senior
Notes at the Remarketing Price.  It is
understood and agreed that the Remarketing on any Remarketing Date will be
considered successful and no further attempts will be made if the resulting
proceeds are at least equal to the Remarketing Price.


 


(d)           In connection with each Remarketing,
the Remarketing Agent shall determine, in consultation with the Company, the
rate per annum, rounded to the nearest one-thousandth (0.001) of one percent
per annum, that the Senior Notes should bear (the “Reset Rate”) in order for the Remarketed Senior Notes to have
an aggregate market value equal to the Remarketing Price and that in the sole
reasonable discretion of the Remarketing Agent will enable it to remarket all
of the Remarketed Senior Notes at the Remarketing Price in such Remarketing; provided
that such rate shall not exceed the maximum interest rate permitted by
applicable law.


 


(e)           If, by 4:00 p.m., New York City time,
on the applicable Remarketing Date, (1) the Remarketing Agent is unable to
remarket all of the Remarketed Senior Notes, other than to the Company, at the
Remarketing Price pursuant to the terms and conditions hereof or (2) the
Remarketing did not occur on such Remarketing Date because one of the
conditions set forth in Section 6 hereof was not satisfied, a Failed
Remarketing shall be deemed to have occurred, and the Remarketing Agent shall
advise by telephone the Depositary, the Purchase Contract Agent and the
Company.  Whether or not there has been
a Failed Remarketing will be determined in the sole reasonable discretion of
the Remarketing Agent.


 


(f)            In the event of a Successful
Remarketing, by approximately 4:30 p.m., New York City time, on the applicable
Remarketing Date, the Remarketing Agent shall advise, by telephone:


 


(1)           the Depositary, the Purchase Contract
Agent and the Company of the Reset Rate determined by the Remarketing Agent in
such Remarketing and the number of Remarketed Senior Notes sold in such
Remarketing;


 


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(2)           each purchaser (or the Depositary
Participant thereof) of Remarketed Senior Notes of the Reset Rate and the
number of Remarketed Senior Notes such purchaser is to purchase;


 


(3)           each such purchaser (if other than a
Depositary Participant) to give instructions to its Depositary Participant to
pay the purchase price on the Remarketing Settlement Date in same day funds
against delivery of the Remarketed Senior Notes purchased through the
facilities of the Depositary; and


 


(4)           each such purchaser (or Depositary
Participant thereof) that the Remarketed Senior Notes will not be delivered
until the Remarketing Settlement Date, and, in the case of the Initial
Remarketing Date or the Second Remarketing, the Remarketing Settlement Date
will be five Business Days or four Business Days, respectively, following the
date of such Remarketing and that if such purchaser wishes to trade the
Remarketed Senior Notes that it has purchased prior to the third Business Day
preceding the Remarketing Settlement Date, such purchaser will have to specify
an alternative settlement cycle at the time of any such trade to prevent failed
settlement.


 


The
Remarketing Agent shall also, if required by the Securities Act, deliver, in
conformity with the requirements of the Securities Act, to each purchaser a
Prospectus in connection with the Remarketing.


 


(g)           The
proceeds from a Successful Remarketing (i) with respect to the Senior Notes
underlying the Applicable Ownership Interests in Senior Notes that are
components of the Corporate Units, shall be paid to the Collateral Agent in
accordance with Section 5.02 of the Purchase Contract and Pledge Agreement and
(ii) with respect to the Separate Senior Notes, shall be paid to the Custodial
Agent for payment to the holders of such Separate Senior Notes in accordance
with Section 5.02 of the Purchase Contract and Pledge Agreement.


 


(h)           The right of each holder of
Remarketed Senior Notes to have such Remarketed Senior Notes remarketed and
sold on any Remarketing Date shall be subject to the conditions that (i) the
Remarketing Agent conducts (A) an Initial Remarketing, (B) a Second Remarketing
in the event of a Failed Remarketing on the Initial Remarketing Date and (C) a
Final Remarketing in the event of a Failed Remarketing on the Second
Remarketing Date, each pursuant to the terms of this Agreement, (ii) neither a
Special Event Redemption nor a Termination Event has occurred prior to such
Remarketing Date, (iii) the Remarketing Agent is able to find a purchaser or
purchasers for Remarketed Senior Notes at the Remarketing Price based on the
Reset Rate, and (iv) such purchaser or purchasers deliver the purchase price
therefor to the Remarketing Agent as and when required.


 


(i)            It is understood and agreed that the
Remarketing Agent shall not have any obligation whatsoever to purchase any
Remarketed Senior Notes, whether in the Remarketing or otherwise, and shall in
no way be obligated to provide funds to make payment upon tender of Remarketed
Senior Notes for Remarketing or to otherwise expend or risk its own funds or
incur or to be exposed to financial liability in the performance of its duties
under this Agreement.  Neither the
Company nor the Remarketing Agent shall be obligated in any case to provide
funds to make payment upon tender of the Remarketed Senior Notes for
Remarketing.


 


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Section 3.              Representations
and Warranties of the Company.


 


The Company
represents and warrants (i) on and as of the date any Remarketing Materials are
first distributed in connection with the Remarketing (the “Commencement Date”), (ii) on and as of the
applicable Remarketing Date and (iii) on and as of the Remarketing Settlement
Date, that:


 


(a)           Each of the representations and
warranties of the Company as set forth in Section 1(c), Section 1(d), Section
1(f), Section 1(h), Section 1(i), Section 1(l), Section 1(m), Sections 1(o)
through 1(w) and Section (aa) of the Underwriting Agreement dated as of May [•], 2004 (the “Underwriting Agreement”) among the Company
and Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co., as
representatives of the Underwriters identified in Schedule I thereto, is true
and correct as if made on each of the dates specified above; provided that for purposes of this Section
3(a), (A) any reference in such sections of the Underwriting Agreement to (i)
the “Registration Statement” and the “Prospectus” shall be deemed to refer to
such terms as defined herein, (ii) the “Closing Date” shall be deemed to refer
to the Remarketing Settlement Date, (iii) the “Shares” shall be deemed to refer
to the Remarketed Senior Notes, and (iv) the “preliminary prospectus” shall be
deemed to refer to the “Preliminary Prospectus”, (B) the term “Designated
Subsidiary” as used in Section 1(d) of the Underwriting Agreement shall be
deemed to include any subsidiaries of the Company that are, on each of the
dates specified above, “significant subsidiaries” of the Company within the
meaning of Regulation S-X and (C) any references to the “Selling Shareholder”
and the “Reorganization Documents” shall be disregarded.


 


(b)           The Registration Statement, if any,
has been declared effective by the Commission; and no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceeding
for that purpose has been initiated or threatened by the Commission.


 


(c)           The documents incorporated by
reference in the Prospectus, when they were filed with the Commission,
conformed in all material respects to the requirements of the Exchange Act and
the rules and regulations of the Commission thereunder, and none of such
documents contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading; and any further documents so filed and incorporated by
reference in the Prospectus or any further amendment or supplement thereto,
when such documents are filed with the Commission, will conform in all material
respects to the requirements of the Exchange Act, and will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information relating to the Remarketing
Agent furnished in writing to the Company by the Remarketing Agent or its
counsel expressly for use in the Registration Statement or the Remarketing
Documents.


 


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(d)           The Registration Statement, if any,
as of the effective date, conforms (and the Prospectus, if any, and any further
amendments or supplements to the Registration Statement or the Prospectus, when
they become effective or are filed with the Commission, as the case may be,
will conform) in all material respects to the requirements of the Securities
Act, and the Registration Statement and the Remarketing Materials (other than
the Preliminary Prospectus) (and any amendment or supplement thereto) as of
their respective effective or filing date and as of the applicable Remarketing
Date and Remarketing Settlement Date do not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided that no representation and
warranty is made as to any statement of eligibility on Form T-1 filed or
incorporated by reference as part of the Registration Statement or the
Remarketing Materials, or as to information relating to the Remarketing Agent
contained in or omitted from the Registration Statement or the Remarketing
Materials in reliance upon and in conformity with written information furnished
to the Company by the Remarketing Agent.


 


(e)           This Agreement has been duly
authorized, executed and delivered by the Company.


 


(f)            The Company is not required to
register as an “investment company” as such term is defined in the Investment
Company Act of 1940, as amended.


 


Section 4.              Fees.


 


In the
event of a Successful Remarketing of the Remarketed Senior Notes, the Company
shall pay the Remarketing Agent a remarketing fee equal to 0.25% of the principal amount of the Remarketed
Senior Notes (the “Remarketing Fee”).  Such Remarketing Fee shall be paid by the
Company on the Remarketing Settlement Date in cash by wire transfer of
immediately available funds to an account designated by the Remarketing Agent.


 


Section 5.              Covenants
of the Company.


 


The Company
covenants and agrees as follows:


 


(a)           If and to the extent the Remarketed
Senior Notes are required (in the view of counsel, which need not be in the
form of a written opinion, for either the Remarketing Agent or the Company) to
be registered under the Securities Act as in effect at the time of the
Remarketing,


 


(1)           to prepare the Registration Statement
and the Prospectus, in a form approved by the Remarketing Agent, to file any
such Prospectus pursuant to the Securities Act within the period required by
the Securities Act and the rules and regulations thereunder and to use
commercially reasonable efforts to cause the Registration Statement to be
declared effective by the Commission prior to the second Business Day immediately
preceding the applicable Remarketing Date;


 


(2)           to file promptly with the Commission
any amendment to the Registration Statement or the Prospectus or any supplement
to the Prospectus that may, in the


 


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reasonable judgment of the Company or the Remarketing Agent, be
required by the Securities Act or requested by the Commission;


 


(3)           to advise the Remarketing Agent,
promptly after it receives notice thereof, of the time when any amendment to
the Registration Statement has been filed or becomes effective or any
supplement to the Prospectus or any amended Prospectus has been filed and to
furnish the Remarketing Agent with copies thereof;


 


(4)           to file promptly all reports and any
definitive proxy or information statements required to be filed by the Company
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of the Prospectus and for so long as the
delivery of a Prospectus is required in connection with the offering or sale of
the Remarketed Senior Notes;


 


(5)           to advise the Remarketing Agent,
promptly after it receives notice thereof, of the issuance by the Commission of
any stop order or of any order preventing or suspending the use of the
Prospectus, of the suspension of the qualification of any of the Remarketed
Senior Notes for offering or sale in any jurisdiction, of the initiation or
threatening of any proceeding for any such purpose, or of any request by the
Commission for the amending or supplementing of the Registration Statement or
the Prospectus or for additional information, and, in the event of the issuance
of any stop order or of any order preventing or suspending the use of any
Prospectus or suspending any such qualification, to use promptly its best
efforts to obtain its withdrawal;


 


(6)           to furnish promptly to the
Remarketing Agent such copies of the following documents as the Remarketing
Agent shall reasonably request:  (A)
conformed copies of the Registration Statement as originally filed with the
Commission and each amendment thereto (in each case excluding exhibits); (B)
the Preliminary Prospectus and any amended or supplemented Preliminary
Prospectus; (C) the Prospectus and any amended or supplemented Prospectus; and
(D) any document incorporated by reference in the Prospectus (excluding
exhibits thereto); and, if at any time when delivery of a prospectus is
required in connection with the Remarketing, any event shall have occurred as a
result of which the Prospectus as then amended or supplemented would include
any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such Prospectus is delivered, not
misleading, or if for any other reason it shall be necessary during such same
period to amend or supplement the Prospectus or to file under the Exchange Act
any document incorporated by reference in the Prospectus in order to comply
with the Securities Act or the Exchange Act, to notify the Remarketing Agent
and, upon its request, to file such document and to prepare and furnish without
charge to the Remarketing Agent and to any dealer in securities as many copies
as the Remarketing Agent may from time to time reasonably request of an amended
or supplemented Prospectus that will correct such statement or omission or
effect such compliance;


 


(7)           prior to filing with the Commission
(A) any amendment to the Registration Statement or supplement to the Prospectus
or (B) any Prospectus pursuant to Rule 424 under the Securities Act, to furnish
a copy thereof to the Remarketing Agent;


 


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and not to file any such amendment or supplement that shall be
reasonably disapproved by the Remarketing Agent;


 


(8)           as soon as practicable, but in any
event not later than eighteen months, after the date of a Successful
Remarketing, to make “generally available to its security holders” an “earnings
statement” of the Company and its subsidiaries complying with (which need not
be audited) Section 11(a) of the Securities Act and the rules and regulations
thereunder (including, at the option of the Company, Rule 158).  The terms “generally
available to its security holders” and “earnings statement” shall have the meanings set forth in Rule
158; and


 


(9)           to take such action as the
Remarketing Agent may reasonably request in order to qualify the Remarketed
Senior Notes for offer and sale under the securities or “blue sky” laws of such
jurisdictions as the Remarketing Agent may reasonably request; provided
that in no event shall the Company be required to qualify as a foreign
corporation or to file a general consent to service of process in any
jurisdiction.


 


(b)           To pay: (1) the costs incident to the
preparation and printing of the Registration Statement, if any, any Prospectus
and any other Remarketing Materials and any amendments or supplements thereto;
(2) the costs of distributing the Registration Statement, if any, any
Prospectus and any other Remarketing Materials and any amendments or
supplements thereto; (3) any fees and expenses of qualifying the Remarketed
Senior Notes under the securities laws of the several jurisdictions as provided
in Section 5(a)(9) and of preparing, printing and distributing a Blue Sky
Memorandum, if any (including any related reasonable fees and expenses of
counsel to the Remarketing Agent); (4) all other costs and expenses incident to
the performance of the obligations of the Company hereunder and the Remarketing
Agent hereunder; and (5) the reasonable fees and expenses of counsel to the
Remarketing Agent in connection with their duties hereunder.


 


(c)           To furnish the Remarketing Agent with
such information and documents as the Remarketing Agent may reasonably request
in connection with the transactions contemplated hereby, and to make reasonably
available to the Remarketing Agent and any accountant, attorney or other
advisor retained by the Remarketing Agent such information that parties would
customarily require in connection with a due diligence investigation conducted
in accordance with applicable securities laws and to cause the Company’s
officers, directors, employees and accountants to participate in all such
discussions and to supply all such information reasonably requested by any such
Person in connection with such investigation.


 


Section 6.              Conditions
to the Remarketing Agent’s Obligations.


 


The
obligations of the Remarketing Agent hereunder shall be subject to the
following conditions:


 


(a)           The Prospectus, if any, shall have
been timely filed with the Commission; no stop order suspending the
effectiveness of the Registration Statement, if any, or any part thereof shall
have been issued and no proceeding for that purpose shall have been initiated
or threatened by


 


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the Commission; and any request
of the Commission for inclusion of additional information in the Registration
Statement or the Prospectus or otherwise shall have been complied with.


 


(b)           (1) Trading in securities
generally on the New York Stock Exchange shall not have been suspended or
materially limited, (2) a general moratorium on commercial banking activities
in the State of New York or the United States shall not have been declared by
New York State or Federal authorities, or (3) there shall not have occurred any
material outbreak, or material escalation, of hostilities or other national or
international calamity or crisis, of such magnitude and severity in its effect
on the financial markets of the United States, in the reasonable judgment of
the Remarketing Agent, as to prevent or materially impair the Remarketing, or
enforcement of contracts for sale, of the Remarketed Senior Notes.


 


(c)           The representations and warranties of
the Company contained herein shall be true and correct in all material respects
on and as of the applicable Remarketing Date, and the Company, the Purchase
Contract Agent and the Collateral Agent shall have performed in all material
respects all covenants and agreements contained herein or in the Purchase
Contract and Pledge Agreement to be performed on their part at or prior to such
Remarketing Date.


 


(d)           The Company shall have furnished to
the Remarketing Agent a certificate, dated the applicable Remarketing Date, of
the Chief Financial Officer satisfactory to the Remarketing Agent stating that:
(1) no order suspending the effectiveness of the Registration Statement, if
any, or prohibiting the sale of the Remarketed Senior Notes is in effect, and
no proceedings for such purpose are pending before or, to the knowledge of such
officers, threatened by the Commission; (2) the representations and warranties
of the Company in Section 3 are true and correct on and as of the applicable
Remarketing Date and the Company has performed in all material respects all
covenants and agreements contained herein to be performed on its part at or
prior to such Remarketing Date; and (3) the Registration Statement, as of its
effective date, and the Remarketing Materials (other than the Preliminary
Prospectus and Prospectus covered below), as of their respective dates, did not
contain any untrue statement of a material fact and did not omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading and the Prospectus does not contain any untrue statement
of material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.


 


(e)           On the applicable Remarketing Date,
the Remarketing Agent shall have received a letter addressed to the Remarketing
Agent and dated such date, in form and substance satisfactory to the
Remarketing Agent, of the independent accountants of the Company, containing
statements and information of the type ordinarily included in accountants’
“comfort letters” with respect to certain financial information contained in
the Remarketing Materials, if any.


 


(f)            Each of (i) outside counsel for the
Company reasonably acceptable to the Remarketing Agent, and (ii) the General
Counsel of the Company, shall have furnished to the Remarketing Agent its
opinion, addressed to the Remarketing Agent and dated the applicable
Remarketing Date, in form and substance reasonably satisfactory to the
Remarketing Agent addressing such matters as are set forth in such counsel’s
opinion furnished pursuant to Sections


 


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6(d) and 6(e) of the
Underwriting Agreement, adapted as necessary to relate to the securities being
remarketed hereunder and to the Remarketing Materials, if any, or to any
changed circumstances or events occurring subsequent to the date of this
Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing
Agent.


 


(g)           Counsel for the Remarketing Agent,
shall have furnished to the Remarketing Agent its opinion, addressed to the
Remarketing Agent and dated the applicable Remarketing Date, in form and
substance reasonably satisfactory to the Remarketing Agent.


 


(h)           Subsequent to the Commencement Date
and prior to the applicable Remarketing Date, there shall not have occurred any
downgrading, nor does the Company have any knowledge of any threatened or
pending downgrading, of the Company’s or any of its subsidiaries’ claims-paying
ability rating or financial strength rating by A.M. Best Company, Inc.,
Standard & Poor’s Rating Group, Moody’s Investor Service, Inc., Fitch
Ratings, Ltd. or any other “nationally recognized statistical rating
organization,” as such term is defined for purposes of Rule 436(g)(2) under the
Securities Act that currently has publicly released a rating of the
claims-paying ability or financial strength of the Company or any subsidiary.


 


Section 7.              Indemnification.


 


(a)           The Company agrees to
indemnify and hold harmless the Remarketing Agent, each person, if any, who
controls the Remarketing Agent within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, and each affiliate of the
Remarketing Agent within the meaning of Rule 405 under the Securities Act from
and against any and all losses, claims, damages and liabilities (including,
without limitation, any legal or other expenses reasonably incurred in
connection with defending or investigating any such action or claim) caused by
any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement or any amendment thereof, any Preliminary
Prospectus or the Prospectus (if used within the period, if any, that delivery
of such Registration Statement, Preliminary Prospectus or Prospectus is
required pursuant to the Securities Act and as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto), or caused
by any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages or liabilities are
caused by any such untrue statement or omission or alleged untrue statement or
omission based upon information relating to the Remarketing Agent furnished to
the Company in writing by the Remarketing Agent expressly for use therein; provided,
however,
that the foregoing indemnity agreement with respect to any Preliminary
Prospectus shall not inure to the benefit of the Remarketing Agent, or any
person controlling the Remarketing Agent or any affiliate of the Remarketing
Agent within the meaning of Rule 405 of the Securities Act, if a copy of the
Prospectus (as then amended or supplemented if the Company shall have furnished
any amendment or supplements thereto) was not sent or given by or on behalf of
the Remarketing Agent to such person, if required by law so to have been
delivered, at or prior to the written confirmation of the sale of the
Remarketed Senior Notes to such person, and if the Prospectus (as so amended or
supplemented) would have cured the defect giving rise to such loss, claim,
damage or liability, unless such failure is the result of noncompliance by the
Company with Section 5(a)(6) hereof.


 


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(b)           The Remarketing Agent agrees to
indemnify and hold harmless the Company, the directors of the Company, the
officers of the Company who sign the Registration Statement and each person, if
any, who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or any amendment thereof, any Preliminary Prospectus or the
Prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only with
reference to information relating to the Remarketing Agent furnished to the
Company in writing by the Remarketing Agent expressly for use in the
Registration Statement, any Preliminary Prospectus, the Prospectus or any
amendments or supplements thereto.


 


(c)           In case any proceeding (including any
governmental investigation) shall be instituted involving any person in respect
of which indemnity may be sought pursuant to Section 7(a) or Section 7(b), such
person (the “indemnified party”)
shall promptly notify the person against whom such indemnity may be sought (the
“indemnifying party”) in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding
and shall pay the reasonable fees and disbursements of such counsel related to
such proceeding.  In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. 
It is understood that the indemnifying party shall not, in respect of
the legal expenses of any indemnified party in connection with any proceeding
or related proceedings in the same jurisdiction, be liable for (i) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
the Remarketing Agent and all persons, if any who control the Remarketing Agent
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act or who are affiliates of the Remarketing Agent within the
meaning of Rule 405 under the Securities Act and (ii) the fees and expenses of
more than one separate firm (in addition to any local counsel) for the Company,
its directors, its officers who sign the Registration Statement and each
person, if any, who controls the Company within the meaning of either such
Section, and that all such fees and expenses shall be reimbursed as they are
incurred.  In the case of any such
separate firm for the Remarketing Agent and such control persons and affiliates
of the Remarketing Agent, such firm shall be designated in writing by the
Remarketing Agent. In the case of any such separate firm for the Company and such
directors, officers and control persons of the Company, such firm shall be
designated in writing by the Company. 
The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff,


 


12

















 


the indemnifying party agrees
to indemnify the indemnified party from and against any loss or liability by
reason of such settlement or judgment. 
No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding.


 


Section 8.              Contribution.


 


(a)           To the extent the indemnification
provided for in Section 7(a) or Section 7(b) is unavailable to an indemnified
party or insufficient in respect of any losses, claims, damages or liabilities
referred to under such paragraph, then each indemnifying party under such
paragraph, in lieu of indemnifying such indemnified party thereunder, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (i) if the indemnifying party is
the Company, in such proportion as is appropriate to reflect the relative
benefits received by the Company, on the one hand, and the indemnified party or
parties on the other hand from the Remarketing of the Remarketed Senior Notes,
(ii) if the Remarketing Agent is the indemnifying party, in such proportion as
is appropriate to reflect the Remarketing Agent’s relative fault on one hand
and the indemnified party or parties on the other hand in connection with the
statements or omissions that resulted in such losses, claims, damages or liabilities
or (iii) if the allocation provided by Section 8(a)(i) or Section 8(a)(ii)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in Section 8(a)(i) above
or the relative fault referred to in Section 8(a)(ii) above but also the
relative fault (in  cases covered by
Section 8(a)(ii)) or the relative benefits (in cases covered by Section
8(a)(i)) of the indemnifying party or parties on the one hand and of the
indemnified party or parties on the other hand in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations.  The relative benefits received by the
Company, on one hand, and the Remarketing Agent, on the other hand, in
connection with the Remarketing shall be deemed to be in the same proportions
as the aggregate principal amount of the Remarketed Senior Notes less the
Remarketing Fee on the one hand and the Remarketing Fee on the other hand bear
to the aggregate principal amount of the Remarketed Senior Notes.  The relative fault of the Company on the one
hand and the Remarketing Agent on the other hand shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Remarketing Agent and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.


 


(b)           The Company and the Remarketing Agent
agree that it would not be just or equitable if contribution pursuant to this
Section 8 were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in Section 8(a).  The amount paid or payable by an indemnified
party as a result of the losses, claims, damages and liabilities referred to in
the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any


 


13

















 


such action or claim.  Notwithstanding the provisions of this
Section 8, the Remarketing Agent shall not be required to contribute any amount
in excess of the amount by which the Remarketing Fee exceeds the amount of any
damages that the Remarketing Agent has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged
omission.  No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. 
The remedies provided for in Section 7 and Section 8 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.


 


(c)           The indemnity and contribution
provisions contained in Section 7 and Section 8 and the representations,
warranties and other statements of the Company contained in this Agreement
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
the Remarketing Agent, any person controlling the Remarketing Agent or any
affiliate of the Remarketing Agent or by or on behalf of the Company, its
officers or directors or any person controlling the Company and (iii)
acceptance of and payment for any of the Remarketed Senior Notes.


 


Section 9.              Resignation
and Removal of the Remarketing Agent.


 


The
Remarketing Agent may resign and be discharged from its duties and obligations
hereunder, and the Company may remove the Remarketing Agent, by giving 30 days’
prior written notice, in the case of a resignation, to the Company and the
Purchase Contract Agent and, in the case of a removal, to the removed Remarketing
Agent and the Purchase Contract Agent; provided, however, that no such
resignation nor any such removal shall become effective until the Company shall
have appointed at least one nationally recognized broker-dealer as successor
Remarketing Agent and such successor Remarketing Agent shall have entered into
a remarketing agreement with the Company, in which it shall have agreed to
conduct the Remarketing in accordance with the Transaction Documents in all
material respects.


 


In any such
case, the Company will use commercially reasonable efforts to appoint a
successor Remarketing Agent and enter into such a remarketing agreement with
such person as soon as reasonably practicable. 
The provisions of Section 7 and Section 8 shall survive the resignation
or removal of any Remarketing Agent pursuant to this Agreement.


 


Section 10.            Dealing
in Securities.


 


The
Remarketing Agent, when acting as a Remarketing Agent or in its individual or
any other capacity, may, to the extent permitted by law, buy, sell, hold and
deal in any of the Remarketed Senior Notes, Corporate Units, Treasury Units or
any of the securities of the Company (together, the “Securities”).  The Remarketing Agent may exercise any vote
or join in any action which any beneficial owner of such Securities may be
entitled to exercise or take pursuant to the Indenture with like effect as if
it did not act in any capacity hereunder. 
The Remarketing Agent, in its individual capacity, either as principal
or agent, may also engage in or have an interest in any financial or other
transaction with the Company as freely as if it did not act in any capacity
hereunder.


 


14

















 


Section 11.            Remarketing
Agent’s Performance; Duty of Care.


 


The duties and
obligations of the Remarketing Agent shall be determined solely by the express
provisions of this Agreement and the Transaction Documents.  No implied covenants or obligations of or
against the Remarketing Agent shall be read into this Agreement or any of the
Transaction Documents.  In the absence
of bad faith on the part of the Remarketing Agent, the Remarketing Agent may
conclusively rely upon any document furnished to it, as to the truth of the
statements expressed in any of such documents. 
The Remarketing Agent shall be protected in acting upon any document or
communication reasonably believed by it to have been signed, presented or made
by the proper party or parties except as otherwise set forth herein.  The Remarketing Agent shall have no obligation to determine whether
there is any limitation under applicable law on the Reset Rate on the Senior
Notes or, if there is any such limitation, the maximum permissible Reset Rate
on the Senior Notes, and it shall rely solely upon written notice from the
Company (which the Company agrees to provide prior to the eighth Business Day
before the Initial Remarketing Date) as to whether or not there is any such
limitation and, if so, the maximum permissible Reset Rate.  The Remarketing Agent, acting under
this Agreement, shall incur no liability to the Company or to any holder of
Remarketed Senior Notes in its individual capacity or as Remarketing Agent for
any action or failure to act, on its part in connection with a Remarketing or
otherwise, except if such liability is judicially determined to have resulted
from its failure to comply with the material terms of this Agreement or bad
faith, gross negligence or willful misconduct on its part.  The provisions of this Section 11 shall
survive the termination of this Agreement and shall survive the resignation or
removal of any Remarketing Agent pursuant to this Agreement.


 


Section 12.            Termination.


 


This Agreement
shall automatically terminate (i) as to the Remarketing Agent on the effective
date of the resignation or removal of the Remarketing Agent pursuant to Section
9 and (ii) on the earlier of (x) any Special Event Redemption Date, (y) the
occurrence of a Termination Event and (z) the Business Day immediately
following the Purchase Contract Settlement Date.  If this Agreement is terminated pursuant to any of the other
provisions hereof, except as otherwise provided herein, the Company shall not
be under any liability to the Remarketing Agent and the Remarketing Agent shall
not be under any liability to the Company, except that if this Agreement is
terminated by the Remarketing Agent because of any failure or refusal on the
part of the Company to comply with the terms or to fulfill any of the
conditions of this Agreement, the Company will reimburse the Remarketing Agent
for all of its out-of-pocket expenses (including the fees and disbursements of
its counsel) reasonably incurred by it. Notwithstanding any termination of this
Agreement, in the event there has been a Successful Remarketing, the
obligations set forth in Section 4 hereof shall survive and remain in full
force and effect until all amounts payable under said Section 4 shall have been
paid in full.  In addition, Sections 7,
8 and 11 hereof shall survive the termination of this Agreement or the
resignation or removal of the Remarketing Agent.


 


Section 13.            Notices.


 


All
statements, requests, notices and agreements hereunder shall be in writing,
and:


 


15

















 


(a)           if to the Remarketing Agent, shall be
delivered or sent by mail, telex or facsimile transmission to Morgan Stanley
& Co. Incorporated, 1585 Broadway, New York, NY, 10036, Attention: Kevin
Woodruff (Fax: 212-761-0538)];


 


(b)           if to the Company, shall be delivered
or sent by mail, telex or facsimile transmission to Genworth Financial, Inc.,
6620 West Broad Street, Richmond, Virginia 23230, Attention: General Counsel
(Fax: 804-662-2414); and


 


(c)           if to the Purchase Contract Agent,
shall be delivered or sent by mail, telex or facsimile transmission to The Bank
of New York, 101 Barclay Street, Floor 8W, New York, NY 10286, Attention:
Corporate Trust Division-Corporate Finance Unit (Fax: 212-815-5707).


 


Any such
statements, requests, notices or agreements shall take effect at the time of
receipt thereof.


 


Section 14.            Persons
Entitled to Benefit of Agreement.


 


This Agreement
shall inure to the benefit of and be binding upon each party hereto and its
respective successors.  This Agreement
and the terms and provisions hereof are for the sole benefit of only those
persons, except that (x) the representations, warranties, indemnities and
agreements of the Company contained in this Agreement shall also be deemed to
be for the benefit of the Remarketing Agent and the person or persons, if any,
who control the Remarketing Agent within the meaning of Section 15 of the
Securities Act and (y) the indemnity agreement of the Remarketing Agent
contained in Section 7 of this Agreement shall be deemed to be for the benefit
of the Company’s directors and officers who sign the Registration Statement, if
any, and any person controlling the Company within the meaning of Section 15 of
the Securities Act.  Nothing contained
in this Agreement is intended or shall be construed to give any person, other
than the persons referred to herein, any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision contained herein.


 


Section 15.            Survival.


 


The respective
indemnities, representations, warranties and agreements of the Company and the
Remarketing Agent contained in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall survive any Remarketing and
shall remain in full force and effect, regardless of any investigation made by
or on behalf of any of them or any person controlling any of them.


 


Section 16.            Governing
Law.


 


THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO
THE EXTENT A DIFFERENT LAW WOULD GOVERN AS A RESULT.


 


16

















 


Section 17.            Judicial
Proceedings.


 


(a)           Each party hereto expressly accepts
and irrevocably submits to the non-exclusive jurisdiction of the United States
Federal or New York State court sitting in the Borough of Manhattan, The City
of New York, New York, over any suit, action or proceeding arising out of or
relating to this Agreement or the Remarketed Senior Notes.  To the fullest extent it may effectively do
so under applicable law, each party hereto irrevocably waives and agrees not to
assert, by way of motion, as a defense or otherwise, any claim that it is not
subject to the jurisdiction of any such court, any objection that it may now or
hereafter have to the laying of the venue of any such suit, action or
proceeding brought in any such court and any claim that any such suit, action
or proceeding brought in any such court has been brought in an inconvenient
forum.


 


(b)           Each party hereto agrees, to the
fullest extent that it may effectively do so under applicable law, that a
judgment in any suit, action or proceeding of the nature referred to in Section
17(a) brought in any such court shall be conclusive and binding upon such
party, subject to rights of appeal, and may be enforced in the courts of the United
States of America or the State of New York (or any other court the jurisdiction
to which the Company is or may be subject) by a suit upon such judgment.


 


Section 18.            Counterparts.


 


This Agreement
may be executed in one or more counterparts and, if executed in more than one
counterpart, the executed counterparts shall each be deemed to be an original
but all such counterparts shall together constitute one and the same
instrument.


 


Section 19.            Headings.


 


The headings
herein are inserted for convenience of reference only and are not intended to
be part of, or to affect the meaning or interpretation of, this Agreement.


 


Section 20.            Severability.


 


If any
provision of this Agreement shall be held or deemed to be or shall, in fact, be
invalid, inoperative or unenforceable as applied in any particular case in any
or all jurisdictions because it conflicts with any provisions of any
constitution, statute, rule or public policy or for any other reason, then, to
the extent permitted by law, such circumstances shall not have the effect of
rendering the provision in question invalid, inoperative or unenforceable in
any other case, circumstance or jurisdiction, or of rendering any other
provision or provisions of this Agreement invalid, inoperative or unenforceable
to any extent whatsoever.


 


Section 21.            Amendments.


 


This Agreement
may be amended by an instrument in writing signed by the parties hereto.  Each of the Company and the Purchase
Contract Agent agrees that it will not enter into, cause or permit any
amendment or modification of the Transaction Documents or any other


 


17

















 


instruments or agreements relating to the
Applicable Ownership Interests in Senior Notes, the Senior Notes or the
Corporate Units that would in any way adversely affect the rights, duties and
obligations of the Remarketing Agent, without the prior written consent of the
Remarketing Agent.


 


Section 22.            Successors
and Assigns.


 


Except in the case of a succession pursuant
to the terms of the Purchase Contract and Pledge Agreement, the
rights and obligations of the Company hereunder may not be assigned or
delegated to any other Person without the prior written consent of the
Remarketing Agent.  The rights and
obligations of the Remarketing Agent hereunder may not be assigned or delegated
to any other Person (other than an affiliate of the Remarketing Agent) without
the prior written consent of the Company.


 


If the
foregoing correctly sets forth the agreement by and between the Company, the
Remarketing Agent and the Purchase Contract Agent, please indicate your
acceptance in the space provided for that purpose below.


 


[SIGNATURES ON
THE FOLLOWING PAGE]


 


18

















 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  GENWORTH
  FINANCIAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  CONFIRMED
  AND ACCEPTED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  MORGAN
  STANLEY & CO. INCORPORATED,

  	
   

  
	
  as
  Remarketing Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE BANK OF
  NEW YORK,

  	
   

  
	
   

  	
   

  
	
  not
  individually, but solely as Purchase

  Contract Agent and as attorney-in-fact for

  the Holders of the Purchase Contracts

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: