Exhibit
4.4












GE FINANCIAL ASSURANCE HOLDINGS, INC.


Company


GENWORTH FINANCIAL, INC.


Successor Company


and


JPMORGAN CHASE BANK


Trustee












Second
Supplemental Indenture


Dated as of May 24, 2004


 


to
the


Indenture


Dated as of June 26, 2001


 


as
amended by


First Supplemental Indenture


Dated
as of June 26, 2001












Providing for the Issuance of Debt Securities

(Unlimited as to Aggregate Principal Amount)


 

















 


SECOND
SUPPLEMENTAL INDENTURE


 


SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of
May 24, 2004, between GE Financial Assurance Holdings, Inc., a Delaware
corporation (the “Company”),
Genworth Financial, Inc., a Delaware corporation (the “Successor Company”), and JPMorgan Chase Bank,
a New York banking corporation (formerly known as The Chase Manhattan Bank)
(the “Trustee”),
to the Indenture, dated as of June 26, 2001, between the Company and the
Trustee (the “Base Indenture”),
as amended by the First Supplemental Indenture, dated as of June 26, 2001 (the
“First Supplemental Indenture,”
and together with the Base Indenture, the “Indenture”).


RECITALS:


WHEREAS, the Company and the Trustee have heretofore entered into the
Indenture to provide for the issuance of the Company’s unsecured debentures,
notes or other evidences of indebtedness to be issued in one or more series;


WHEREAS, Section 11.01 of the Indenture permits the sale, conveyance,
transfer or other disposition of all or substantially all of the Company’s
assets to any other Person, provided that the successor Person shall be a
corporation or a limited liability company organized and existing under the
laws of the United States of America or a state thereof and such corporation or
limited liability company shall expressly assume (1) the due and punctual
payment of the principal of, and premium, if any, and interest, if any, on all
the Securities according to their tenor, and (2) the due and punctual
performance and observance of all of the covenants and conditions of the
Indenture to be performed by the Company, by supplemental indenture
satisfactory to the Trustee, executed and delivered to the Trustee by the
corporation which shall have acquired such assets;


WHEREAS, Section 10.01(a) of the Indenture permits the Company and the
Trustee to enter into a supplemental indenture to the Indenture without the
consent of the holders of the Securities to evidence the succession of another
corporation to the Company and the assumption by the successor corporation of
the covenants, agreements and other obligations of the Company pursuant to
Article Eleven of the Indenture;


WHEREAS, the Company has transferred substantially all of its assets to
the Successor Company and the Successor Company desires to assume the due and
punctual payment of the principal of, and premium, if any, and interest, if
any, on all of the Securities according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions of
the Indenture to be performed by the Company and, in connection therewith, the
Trustee has agreed to enter into this Second Supplemental Indenture to reflect
such assumption;


WHEREAS, the Trustee has received an Opinion of Counsel and an
Officers’ Certificate, pursuant to Sections 10.05, 11.03 and 14.05 of the
Indenture, stating that (i) the Second Supplemental Indenture complies with the
requirements of Article Ten of the Indenture, (ii) the transfer of
substantially all of the Company’s assets to the Successor Company and the
Second Supplemental Indenture comply with the provisions of Article Eleven of the
Indenture, and (iii) all conditions precedent provided for in the Indenture to
the execution and delivery by the Trustee of the Second Supplemental Indenture
have been complied with; and


WHEREAS, all things necessary to make this Second Supplemental Indenture
a valid agreement of the Company, the Successor Company and the Trustee, in
accordance with its terms, have been done.


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                                NOW, THEREFORE,
in consideration of the above premises, each party covenants and agrees, for
the benefit of the other parties and for the equal and ratable benefit of all
of the holders of the Securities, as follows:


ARTICLE ONE


ASSUMPTION
OF COMPANY OBLIGATIONS


Section 1.1             Assumption
of Company Obligations.


The Successor Company hereby assumes the obligations of the Company under
the Indenture with respect to the due and punctual payment of the principal of,
and premium, if any, and interest, if any, on all the Securities according to
their tenor, and the due and punctual performance and observance of all of the
covenants and conditions of the Indenture to be performed by the Company;


Section 1.2             The
Successor Company to be Substituted for the Company.


Pursuant to Section 11.02 of the Indenture and not in limitation of any
other provisions thereof, upon execution and delivery of the Second
Supplemental Indenture, the Successor Company shall succeed to and be
substituted for the Company, with the same effect as if it had been named in
the Indenture as the party of the first part and the Company shall be relieved
of any further obligation under the Indenture and the Securities.


Section 1.3             Agencies.


The Successor Company hereby confirms all agency appointments made by
the Company under the Indenture.


Section 1.4             Notices.


For purposes of Section 14.03 of the Base Indenture, the address of the
Successor Company is:


Genworth, Financial, Inc.

6620 West Broad Street

Richmond, Virginia 23230

Attn:       General Counsel


Section 1.5             Notation
on Securities.


All of the 1.6% Notes due 2011 authenticated and delivered after the
date hereof shall bear the following notation, which may be stamped or
imprinted thereon:


“In connection with the transfer of substantially all of the Company’s
assets to Genworth Financial, Inc. and pursuant to the Second Supplemental
Indenture dated as of May 24, 2004, Genworth Financial, Inc. has assumed the
due and punctual payment of the principal of, premium, if any, and interest,
on, this Note and the due and punctual performance and observance of all of the
covenants and conditions of the Indenture to be performed by the Company.”


 


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ARTICLE TWO


MISCELLANEOUS


Section 2.1             Definitions.


Except as otherwise expressly provided or unless the context otherwise
requires, all terms used herein which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.


Section 2.2             Confirmation
of the Indenture.


The Indenture, as supplemented by this Second Supplemental Indenture,
is in all respects ratified and confirmed, and the Indenture, this Second
Supplemental Indenture and all indentures supplemental thereto shall be read,
taken and construed as one and the same instrument.


Section 2.3             Effective Date; Termination.


This Second Supplemental Indenture will take effect as of the date
first set forth above.


Section 2.4             Governing
Law.


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


Section 2.5             Counterparts.


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


Section 2.6             Trustee.


The Trustee makes no representations as to the validity or sufficiency
of this Second Supplemental Indenture. 
The recitals and statements contained in this Second Supplemental
Indenture are deemed to be those of the Company and the Successor Company and
not of the Trustee.


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Second Supplemental Indenture to be duly executed, all as of the
day and year first written above.


	
   

  	
  GE FINANCIAL ASSURANCE HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kathryn A. Cassidy

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kathryn A. Cassidy

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENWORTH FINANCIAL, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 
  

  	
  /s/ Gary T. Prizzia

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gary T. Prizzia

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 
  

  	
  /s/ James P. Freeman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James P. Freeman

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized Person

  	
   

  



 


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