Exhibit 4.11


 


 


GENWORTH
FINANCIAL, INC.


 


AND


 


JPMORGAN
CHASE BANK,


 


as
Trustee


 












 


FORM
OF SUPPLEMENTAL INDENTURE NO. 1


 


Dated
as of June [•], 2004


 












 

















 


THIS
SUPPLEMENTAL INDENTURE No. 1 (this “Supplemental Indenture No. 1”), dated as of
June [•], 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 [•], 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”), [•]%  Notes due 2009 (the “2009 Notes”) [•]% Notes due 2014 (the “2014 Notes”)
and [•]%
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


 


2

















 


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).


 


“Redemption
Date” shall mean, with respect to any redemption of Notes, the date
fixed for such redemption pursuant to the Indenture and such Notes.


 


“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.


 


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“Reference Treasury Dealer” shall mean (i)
each of Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Lehman
Brothers Inc. and their 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 the 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


 


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have the respective meanings set forth in the recitals to this
Supplemental Indenture No. 1 and the paragraph preceding such recitals.


 


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 [•]% 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 [•]% 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 [•]% 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


 


5

















 


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 [•],
2007 for the 2007 Notes, [•],
2009 for the 2009 Notes [•],
2014 for the 2014 Notes and [•],
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


 


6

















 


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 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 [•], 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 [•], [•], [•] and [•] of each year (each, a “2007 Interest Payment Date”),
commencing [•], 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 [•], 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 [•],[•],[•]
and [•] of each year,
commencing [•], 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 [•]%. 
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 [•]% 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.


 


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(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.


 


(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


 


8

















 


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 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 [•]% 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 [•] and [•] of each year (each, a “2009 Interest Payment Date”),
commencing [•],
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 [•]% per year from the original issue
date thereof through and including the Maturity Date of the


 


9

















 


2014 Notes. Interest on the 2014 Notes shall be
payable semi-annually in arrears on [•] and [•] of each year (each, a “2014 Interest Payment Date”),
commencing [•],
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).


 


(e)           The
2034 Notes will bear interest at the rate of [•]% 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 [•] and [•] of each year (each, a “2034 Interest Payment Date”),
commencing [•],
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.


 


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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


 


(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 [•] basis points for the 2009 Notes, (B) the Treasury Rate
plus [•] basis points
for the 2014 Notes and (C) the Treasury Rate plus [•] basis points for the 2034 Notes,
plus, in each case, accrued interest on the principal amount being redeemed to
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.


 


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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 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).


 


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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 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


 


13

















 


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.


 


14

















 


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:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  [CORPORATE
  SEAL]

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  [CORPORATE
  SEAL]

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  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: 
                

  
	
   

  	
   

  	
   

  
	
  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),


 


A-1

















 


for value received, hereby promises to pay to
                          ,
or registered assigns, [the principal sum of $                           ](1)
on [•],
2007 (such date is hereinafter referred to as the “Maturity Date”), and to pay
interest thereon from June [•],
2004 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, quarterly in arrears on [•], [•], [•] and [•] of each year (each, an “Interest
Payment Date”), commencing [•], 2004. The interest rate on the Notes of this series
shall be reset quarterly on [•],[•],[•] and [•] of each year, commencing [•], 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 [•]%.  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
[•]% 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.


 


A-3

















 


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, 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.


 


A-4

















 


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 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 under its corporate seal.


 


	
  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 [•], 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 [•], 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.


 


[•]%
Note due [•], 2009


 


	
   

  	
   

  	
   

  	
  CUSIP: 
                

  
	
   

  	
   

  	
   

  
	
  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),


 


B-1

















 


for value received, hereby
promises to pay to
                            ,
or registered assigns, [the principal sum of $
                            ](2)
on [•],
2009 (such date is hereinafter referred to as the “Maturity Date”), and to pay
interest thereon from June [•],
2004 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually in arrears on [•] and [•] of each year (each, an “Interest
Payment Date”), commencing [•], 2004 at the rate of [•]% 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


 












(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

















 


be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 


B-3

















 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed under its corporate seal.


 


 


	
  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 [•], 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 [•], 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; or


 


(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 [•] 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


 


B-R-1

















 


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.


 


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


 


B-R-2

















 


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.


 


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.


 


[•]%
Note due [•], 2014


 


	
   

  	
   

  	
   

  	
  CUSIP: 
                

  
	
   

  	
   

  	
   

  
	
  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),


 


C-1

















 


for value received, hereby
promises to pay to
                           ,
or registered assigns, [the principal sum of $
                           ](3)
on [•],
2014 (such date is hereinafter referred to as the “Maturity Date”), and to pay
interest thereon from June [•],
2004 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually in arrears on [•] and [•] of each year (each, an “Interest
Payment Date”), commencing [•], 2004 at the rate of [•]% 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


 












(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

















 


 


be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 


C-3

















 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed under its corporate seal.


 


 


	
  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 [•], 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 [•], 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; or


 


(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 [•] 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


 


C-R-1

















 


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.


 


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


 


C-R-2

















 


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.


 


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 $600,000,000.  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 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.


 


[•]%
Note due [•], 2034


 


	
   

  	
   

  	
   

  	
  CUSIP: 
                

  
	
   

  	
   

  	
   

  
	
  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),


 


D-1

















 


for value received, hereby
promises to pay to
                    ,
or registered assigns, [the principal sum of $
                        ](4)
on [•],
2034 (such date is hereinafter referred to as the “Maturity Date”), and to pay
interest thereon from June [•],
2004 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually in arrears on [•] and [•] of each year (each, an “Interest
Payment Date”), commencing [•], 2004 at the rate of [•]% 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


 












(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

















 


be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 


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IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed under its corporate seal.


 


	
  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 [•], 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 [•], 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; or


 


(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 [•] 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


 


D-R-1

















 


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.


 


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


 


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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.


 


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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