Exhibit 4.8


 


 


GENWORTH FINANCIAL, INC.


 


AND


 


THE BANK OF NEW YORK,


 


as Trustee


 


 












 


SUPPLEMENTAL INDENTURE NO. 1


 


Dated as of May 24, 2004


 












 

















 


THIS SUPPLEMENTAL INDENTURE No. 1 (this “Supplemental
Indenture No. 1”), dated as of May 24, 2004, is
between GENWORTH FINANCIAL, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK, 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 May [•], 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 one or more 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 a new series of Securities to be known as its 3.84% Senior
Notes due 2009 (the “Senior Notes”), the form and terms of such
Senior 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 Senior
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:


 


ARTICLE 1

Definitions


 


Section 1.01.  Relation to
Base Indenture.  This
Supplemental Indenture No. 1 constitutes an integral part of the Base
Indenture.


 


1

















 


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, or, if not
defined in the Base Indenture, in the Purchase Contract and Pledge Agreement or
the Remarketing Agreement;


 


(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):


 


“Accounting Event”  means the receipt, at any time prior to the earlier of the date of
a Successful Remarketing and the Purchase Contract Settlement Date, by the
audit committee of the Board of Directors of a written report in accordance
with Statement on Auditing Standards (“SAS”) No. 97, “Amendment to SAS No. 50 —
Reports on the Application of Accounting Principles”, from the Company’s
independent auditors, provided at the request of management of the Company, to
the effect that, as a result of a change in accounting rules after the date of
original issuance of the Senior Notes, the Company must either (a) account for
the Purchase Contracts as derivatives under SFAS 133 (or otherwise
mark-to-market or measure the fair value of all or any portion of the Purchase
Contracts with changes appearing in the Company’s income statement) or (b)
account for the Units using the if-converted method under SFAS 128, and, in
each case, that such accounting treatment will cease to apply upon redemption
of the Senior Notes.


 


“Applicable
Ownership Interest in Senior Notes” has the meaning set forth in the
Purchase Contract and Pledge Agreement.


 


“Applicable
Principal Amount” means the aggregate principal amount of the Senior
Notes underlying the Applicable Ownership Interests in Senior Notes that are
components of Corporate Units on the Special Event Redemption Date.


 


“Beneficial
Owner” has the meaning set forth in the Purchase Contract and Pledge
Agreement.


 


2

















 


“Board of
Directors” has the meaning set forth in the Purchase Contract and
Pledge Agreement.


 


“Business Day”
has the meaning set forth in the Purchase Contract and Pledge Agreement.


 


“Collateral
Account” has the meaning set forth in the Purchase Contract and
Pledge Agreement.


 


“Corporate
Unit” has the meaning set forth in the Purchase Contract and Pledge
Agreement.


 


“Coupon
Rate” has the meaning set forth in Section 2.05(a).


 


“Depositary” has the meaning set forth in
the Purchase Contract and Pledge Agreement.


 


“Depositary Participant” has the meaning set
forth in the Purchase Contract and Pledge Agreement.


 


“Final
Remarketing Date” has the meaning set forth in the Purchase Contract
and Pledge Agreement.


 


“Global
Senior Notes” has the meaning set forth in Section 2.04.


 


“Interest
Payment Date” means a Quarterly Interest Payment Date or a
Semiannual Interest Payment Date.


 


“Interest Period” means, with respect to any
Interest Payment Date, the period from and including the immediately preceding
Interest Payment Date on which interest was paid or duly provided for (or if
none, the Special Interest Payment Date) to, but excluding, such Interest
Payment Date


 


“Maturity
Date” has the meaning set forth in Section 2.02.


 


“Person”
means a legal person, including any individual, corporation, estate,
partnership, joint venture, association, joint-stock company, limited liability
company, trust, unincorporated organization or government or any agency or
political subdivision thereof or any other entity of whatever nature.


 


“Pledged Applicable Ownership Interests in Senior Notes”
has the meaning set forth in the Purchase Contract and Pledge Agreement.


 


“Purchase
Contract and Pledge Agreement” means the Purchase Contract and
Pledge Agreement, dated as of May 24, 2004, among the Company,


 


3

















 


The Bank of New York, as
Purchase Contract Agent, and attorney-in-fact for Holders of the Purchase
Contract, and The Bank of New York, as Collateral Agent, Custodial Agent and
Securities Intermediary, as amended from time to time.


 


“Purchase
Contract Settlement Date” has the meaning set forth in
the Purchase Contract and Pledge Agreement.


 


“Put Price” has the meaning set forth in
Section 8.05(a).


 


“Put Right” has the meaning set forth in
Section 8.05(a).


 


“Quarterly Interest Payment Date” has the
meaning set forth in Section 2.05(b)(i).


 


“Quotation Agent” means any
primary U.S. government securities dealer selected by the Company.


 


“Record
Date” means, with respect to any Interest Payment Date for the Senior
Notes, the first Business Day of the calendar month in which such Interest
Payment Date falls.


 


“Redemption
Amount” means, for each Senior Note, an amount equal to the product of
the principal amount of such Senior Note and a fraction, the numerator of which is the Treasury Portfolio
Purchase Price and the denominator of which is the Applicable Principal Amount;
provided
that in no event shall the Redemption Amount for any Senior Note be less than
the principal amount of such Senior Note.


 


“Redemption
Price” shall mean, for each Senior Note, the Redemption Amount plus any
accrued and unpaid interest on such Senior Note to, but excluding, the Special Event Redemption Date.


 


“Remarketed Senior Notes” has
the meaning set forth in the Remarketing Agreement.


 


“Remarketing
Agent” means Morgan Stanley & Co. Incorporated, or any successor
thereto or replacement Remarketing Agent appointed by the Company pursuant to
the Remarketing Agreement.


 


“Remarketing
Agreement” means the Remarketing Agreement, dated as of May 24,
2004, among the Company, Morgan Stanley & Co. Incorporated, as Remarketing
Agent and The Bank of New York, as Purchase Contract Agent, as amended from
time to time.


 


4

















 


“Remarketing Fee” has the
meaning set forth in the Remarketing Agreement.


 


“Remarketing Price” has the meaning set
forth in the Remarketing Agreement.


 


“Reset Rate”
has the meaning set forth in the Remarketing Agreement.


 


“Semiannual Interest Payment Date” has the
meaning set forth in Section 2.05(b)(ii).


 


“Separate Senior Notes” has the meaning set forth in the
Purchase Contract and Pledge Agreement.


 


“Special
Event” shall mean either a Tax Event or an Accounting Event.


 


“Special Event Redemption” means the
redemption of the Senior Notes pursuant to the terms of Article 3 hereof
following the occurrence of a Special Event.


 


“Special
Event Redemption Date” has the meaning set forth in Section 3.01.


 


“Special
Interest Payment Date” has the meaning set forth in Section 2.05(d).


 


“Tax Event”
means the receipt by the Company of an opinion of counsel, rendered by a law
firm having a recognized national tax practice, at any time prior to the
earlier of the date of a Successful Remarketing and the Purchase Contract
Settlement Date, to the effect that, as a result of any amendment to, change in
or announced proposed change in the laws (or any regulations thereunder) of the
United States or any political subdivision or taxing authority thereof or
therein, or as a result of any official administrative decision, pronouncement,
judicial decision or action interpreting or applying such laws or regulations,
which amendment or change is effective or which proposed change, pronouncement,
action or decision is announced on or after the date of issuance of the Senior
Notes, there is more than an insubstantial increase in the risk that interest
payable by the Company on the Senior Notes is not, or within 90 days of the
date of such opinion, will not be, deductible by the Company, in whole or in
part, for United States federal income tax purposes.


 


“Termination
Event” has the meaning set forth in the Purchase Contract and Pledge
Agreement.


 


5

















 


“Treasury
Portfolio”  means a portfolio of U.S. Treasury securities (or principal or
interest strips thereof) that mature on or prior to May 15, 2007 in an
aggregate amount at maturity equal to the Applicable Principal Amount and with
respect to each scheduled Interest Payment Date on the Senior Notes that occurs
after the Special Event Redemption Date, to and including the Purchase Contract
Settlement Date, U.S. Treasury securities (or principal or interest strips
thereof) that mature on or prior to the Business Day immediately preceding such
scheduled Interest Payment Date in an aggregate amount at maturity equal to the
aggregate interest payment (assuming no reset of the interest rate) that would
be due on the Applicable Principal Amount of the Senior Notes on such date.


 


“Treasury
Portfolio Purchase Price”  means the lowest aggregate ask-side price quoted by a primary U.S.
government securities dealer to the Quotation Agent between 9:00 a.m. and 11:00
a.m., New York City time, on the third Business Day immediately preceding the
Special Event Redemption Date for the purchase of the Treasury Portfolio for
settlement on the Special Event Redemption Date.


 


“Treasury
Unit” has the meaning set forth in the Purchase Contract and Pledge
Agreement.


 


The terms “Company,”
“Trustee,” “Indenture,” “Base Indenture” and “Senior Notes” shall 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 Senior Notes


 


Section 2.01.  Designation
and Principal Amount.  There
is hereby authorized a series of Securities designated as 3.84% Senior Notes
due 2009 limited in aggregate principal amount to $600,000,000. The Senior
Notes may be issued from time to time upon written order of the Company for the
authentication and delivery of Senior Notes pursuant to Section 2.03 of the
Base Indenture.


 


Section 2.02. 
Maturity.  Unless a
Special Event Redemption occurs prior to the Maturity Date (defined below), the
date upon which the Senior Notes shall become due and payable at final maturity,
together with any accrued and unpaid interest, is May 16, 2009 (the “Maturity Date”).


 


Section 2.03.  Form,
Payment and Appointment.  Except
as provided in Section 2.04, the Senior Notes shall be issued in fully
registered, certificated form, bearing identical terms. Principal of and
interest on the Senior Notes will be payable, the transfer of such Senior Notes
will be registrable, and such Senior


 


6

















 


Notes will be
exchangeable for Senior 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 corporate trust office of the Trustee; provided,
however, that payment of interest may be made at the option of the
Company by check mailed to the holder 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.


 


No service
charge shall be made for any registration of transfer or exchange of the Senior
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 Senior Notes shall initially be the Trustee.


 


The Senior Notes shall be issuable in
denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided, however,
that upon the release by the Collateral Agent of Senior Notes underlying the
Pledged Applicable Ownership Interests in Senior Notes (other than any release
of Senior Notes underlying Pledged Applicable Ownership Interests in Senior
Notes in connection with (i) the creation of Treasury Units by Collateral
Substitution, (ii) a Successful Remarketing, (iii) Cash Merger Early
Settlement, (iv) Early Settlement or (v) Cash Settlement, in accordance with
Section 3.13, Section 5.02(b), Section 5.04, Section 5.07 or Section 5.02(a) of
the Purchase Contract and Pledge Agreement, as the case may be), the Senior
Notes shall be issuable in denominations of $25 and integral multiples of $25
in excess thereof, and the Company shall issue Senior Notes in any such
denominations if requested by the Purchase Contract Agent on behalf of any
Holder or Beneficial Owner.


 


Section 2.04.  Global
Senior Notes.   Senior Notes corresponding to Applicable
Ownership Interests in Senior Notes that are no longer a component of the
Corporate Units and are released from the Collateral Account will be issued in
permanent global form (a “Global Senior Note”),
and if issued as one or more Global Senior Notes, the Depositary shall be The
Depository Trust Company or such other depositary as any officer of the Company
may from time to time designate.  Upon
the creation of Treasury Units, or the re-creation of Corporate Units, an
appropriate annotation shall be made on the Schedule of Increases and Decreases
on the Global Senior Notes held by the Depositary.  Unless and until such Global Senior Note is exchanged for Senior
Notes in certificated form, Global Senior Notes may be transferred, in whole
but not in part, and any payments on the Senior Notes shall be made, only to
the Depositary or a nominee


 


7

















 


of the
Depositary, or to a successor Depositary selected or approved by the Company or
to a nominee of such successor Depositary.


 


Section 2.05.  Interest.  (a) The Senior Notes will bear
interest initially at the rate of 3.84% per year (the “Coupon Rate”) from and including May 24,
2004 to, but excluding, the Maturity Date, or in the event of a Successful
Remarketing, the Purchase Contract Settlement Date.  In the event of a Successful Remarketing of the Senior Notes, the
Coupon Rate will be reset by the Remarketing Agent to the Reset Rate with
effect from the Purchase Contract Settlement Date, as set forth in Section
8.03.  If the Coupon Rate is so reset,
the Senior Notes will bear interest at the Reset Rate from and including the
Purchase Contract Settlement Date to, but excluding, the Maturity Date.  The Senior Notes shall bear interest, to the
extent permitted by law, on any overdue principal and interest at the Coupon
Rate, unless a Successful Remarketing shall have occurred, in which case
interest on such amounts shall accrue at the Reset Rate from and after the
Purchase Contract Settlement Date, in each case, compounded quarterly through
the Purchase Contract Settlement Date and compounded semi-annually, thereafter.


 


(b)   (i)   Prior
to and on the Purchase Contract Settlement Date, interest on the Senior Notes
shall be payable quarterly in arrears on February 16, May 16, August 16 and
November 16 of each year (each, a “Quarterly Interest
Payment Date”), commencing August 16, 2004, to the Person in
whose name the relevant Senior Notes are registered at the close of
business on the Record Date for such Interest Payment Date.


 


(ii)           After the Purchase Contract
Settlement Date, interest on the Senior Notes shall be payable semi-annually in
arrears on May 16 and November 16 of each year (each, a “Semiannual Interest Payment Date”), commencing November 16, 2007,
to the Person in whose name the relevant Senior Notes are registered at the close of
business on the Record Date for such Interest Payment Date.


 


(c)           The amount of interest payable for
any full Interest Period 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 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.  In the
event that any scheduled Interest Payment Date falls on a day that is not a
Business Day, then payment of interest payable on such Interest Payment Date
will be made on the next succeeding day which is a Business Day (and without
any interest or other payment in respect of any such delay).


 


8

















 


(d)           In addition, the Company shall pay on
May 28, 2004 (the “Special Interest Payment Date”), the
interest accrued from and including May 24, 2004, to, but excluding, the
Special Interest Payment Date to the Person in whose name the Senior Notes are
registered at the close of business on the Business Day immediately preceding
the Special Interest Payment Date.  The
interest payable on the Special Interest Payment Date shall be calculated based
on the actual number of days elapsed divided by 360 and shall be paid by wire
transfer to the account designated by the Person entitled to receive such
payment by prior notice to the Company and the Trustee.


 


Section 2.06.  No
Defeasance.  Section 12.02
and Section 12.03 of the Base Indenture shall not apply to the Senior Notes.


 


Section 2.07.  No Sinking
Fund or Repayment at Option of the Holder. 
The Senior Notes are not entitled to the benefit of any
sinking fund and Section 3.06 of the Base Indenture shall not apply to the
Senior Notes.


 


ARTICLE 3

Redemption of the Senior Notes


 


Section 3.01.  Special
Event Redemption.  If a
Special Event shall occur and be continuing, the Company may, at its option,
redeem the Senior Notes in whole, but not in part, on any Interest Payment Date
prior to the earlier of the date of a Successful Remarketing and the Purchase
Contract Settlement Date, at a price per Senior Note equal to the Redemption
Price, payable on the date of redemption (the “Special Event Redemption Date”) to the Person in whose name
the relevant Senior Notes are registered at the close of business on the
Special Event Redemption Date; provided that if a Special Event
Redemption Date falls after a Record Date, but on or prior to the corresponding
Interest Payment Date, the Redemption Price shall not include any accrued and
unpaid interest corresponding to such Interest Payment Date, and the full
amount of interest for the relevant Interest Period will be payable to the
Person in whose name the Senior Notes are registered at the close of business
on the relevant Record Date.


 


Section 3.02.  Notice of
Redemption.  If the Company
so elects to redeem the Senior Notes, the Company shall appoint the Quotation
Agent to assist the Company in determining the Treasury Portfolio Purchase
Price.  Notice of any Special Event
Redemption will be mailed by the Company (with a copy to the Trustee) at least
30 days but not more than 60 days before the Special Event Redemption Date to
each Person in whose name the Senior Notes are registered at its registered
address.  In addition, the Company shall
notify the Collateral Agent


 


9

















 


in writing
that a Special Event has occurred and that the Company intends to redeem the
Senior Notes on the Special Event Redemption Date.


 


Section 3.03.  Effect of
Redemption.  Unless the
Company defaults in the payment of the Redemption Price, on and after the
Special Event Redemption Date, (a) interest shall cease to accrue on the Senior
Notes, (b) the Senior Notes shall become due and payable at the Redemption
Price, and (c) the Senior Notes shall be void and all rights of the holders in
respect of the Senior Notes shall terminate and lapse (other than the right to
receive the Redemption Price upon surrender of such Senior Notes but without
interest on such Redemption Price).  
Following the notice of a Special Event Redemption, neither the Company
nor the Trustee shall be required to register the transfer of or exchange the
Senior Notes to be redeemed.


 


Section 3.04.  Redemption
Procedures.   On or prior to
the Special Event Redemption Date, the Company shall deposit with the Trustee
immediately available funds in an amount sufficient to pay, on the Special
Event Redemption Date, the aggregate Redemption Price for all outstanding Senior
Notes.  In exchange for any Senior Notes
surrendered for redemption on or after the Special Event Redemption Date, the
Trustee shall pay an amount equal to the Redemption Price (a) to the Collateral
Agent, in the case of Senior Notes that underlie the Applicable Ownership
Interests in Senior Notes included in Corporate Units, which amount shall be
applied by the Collateral Agent in accordance with the terms of the Purchase
Contract and Pledge Agreement, and (b) to the holders of the Separate Senior Notes,
in the case of Separate Senior Notes.


 


Section 3.05.  No Other
Redemption.  Except as set
forth in this Article 3, the Senior Notes shall not be redeemable by the
Company prior to the Maturity Date.  The
provisions of this Article 3 shall supersede any conflicting provisions
contained in Article 3 of the Base Indenture.


 


ARTICLE 4

Form of Senior Note


 


Section 4.01.  Form of
Senior Note.  The Senior
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 Senior Notes (by
manual or facsimile signature) may approve, such approval to be conclusively
evidenced by their execution thereof.


 


10

















 


ARTICLE 5

Original Issue of Senior Notes


 


Section 5.01.  Original
Issue of Senior Notes.  Senior
Notes in the aggregate principal amount of $600,000,000 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 Senior Notes to or upon the written
order of the Company pursuant to Section 2.03 of the Base Indenture without any
further action by the Company (other than as required by the Base Indenture).


 


ARTICLE 6

Supplemental Indentures


 


Section 6.01. 
Supplemental Indentures with Consent of holders of Senior 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 Senior Notes
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 thereto or 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 or of modifying
in any manner the rights of the holders of the Senior Notes; provided,
however, that, in addition to clauses (i) through (iv) of Section
10.02 of the Base Indenture, no such indenture or supplemental indenture shall (a) reduce the Put Price, (b) change the exercise
date of the Put Right, (c) modify the terms of the Put Right or (d) modify the
interest rate reset or Remarketing provisions of the Senior Notes, without,
in the case of each of the foregoing clauses (a), (b), (c) and (d), the consent
of the holder of each Senior Note affected.


 


ARTICLE 7

Miscellaneous


 


Section 7.01. 
Ratification of Indenture. The 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 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


 


11

















 


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


 


Section 7.04. 
Separability.  In case
any one or more of the provisions contained in this Supplemental Indenture or
in the Senior 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 Senior Notes, but
this Supplemental Indenture No. 1 and the Senior Notes shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.


 


Section 7.05. 
Counterparts.  This
Supplemental Indenture 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.


 


ARTICLE 8

Remarketing


 


Section 8.01.  Remarketing
Procedures.  (a)  Unless a Special Event
Redemption or a Termination Event has occurred prior to the Initial Remarketing
Date, the Company shall engage the Remarketing Agent pursuant to the
Remarketing Agreement for the Remarketing of the Senior Notes. The Company will
request, not later than 20 Business Days prior to the Initial Remarketing Date,
that the Depositary or its nominee notify the Beneficial Owners or Depositary
Participants holding Separate Senior Notes, Corporate Units and Treasury Units
of the procedures to be followed in the Remarketing, including, in the case of
a Failed Final Remarketing, the procedures that must be followed by a holder of
Separate Senior Notes if such holder wishes to exercise its Put Right or by a
holder of Applicable Ownership Interests in Senior Notes if such Holder elects not to
exercise its Put Right.


 


12

















 


(b)           Each
holder of Separate Senior Notes may elect to have Separate Senior Notes held by
such holder remarketed in any Remarketing. 
A holder making such an election must, pursuant to the
Purchase Contract and Pledge Agreement, notify the Custodial Agent and deliver
such Separate Senior Notes to the Custodial Agent prior to 5:00 p.m., New York
City time, on the seventh Business Day immediately preceding the Purchase
Contract Settlement Date (but no earlier than the Interest Payment Date
immediately preceding the Initial Remarketing Date).  Any such notice and delivery may not be conditioned upon the
level at which the Reset Rate is established in the Remarketing.  Any such notice and delivery may be
withdrawn prior to 5:00 p.m., New York City time, on the seventh Business Day
immediately preceding the Purchase Contract Settlement Date in accordance with
the provisions set forth in the Purchase Contract and Pledge Agreement.  Any such notice and delivery not withdrawn
by such time will be irrevocable with respect to each Remarketing.  Pursuant to Section 5.02 of the Purchase
Contract and Pledge Agreement, promptly after 11:00 a.m., New York City time, on the Business Day
immediately preceding the Initial Remarketing Date, the Custodial Agent, based
on the notices and deliveries received by it prior to such time, shall notify
the Remarketing Agent of the principal amount of Separate Senior Notes tendered
for remarketing and shall cause such Separate Senior Notes to be presented to the
Remarketing Agent. Under Section 5.02 of the Purchase Contract and Pledge
Agreement, Senior Notes that underlie Applicable Ownership Interests in Senior
Notes included in Corporate Units will be deemed tendered for Remarketing and
will be remarketed in accordance with the terms of the Remarketing Agreement.


 


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


 


(d)           Neither
the Trustee, the Company nor the Remarketing Agent shall be obligated in any
case to provide funds to make payment upon tender of Senior Notes for
remarketing.


 


Section 8.02.  Remarketing.  (a)
Unless a Special Event Redemption or a Termination Event has occurred
prior to the Initial Remarketing Date, on the Initial Remarketing Date, the
Remarketing Agent shall, pursuant and subject to


 


13

















 


the terms of
the Remarketing Agreement, use its reasonable efforts to remarket the
Remarketed Senior Notes at the Remarketing Price.


 


(b)           In
the case of a Failed Initial Remarketing, on the Second Remarketing Date, the
Remarketing Agent shall use its reasonable efforts to remarket the Remarketed
Senior Notes at the Remarketing Price. 
In the case of a Failed Second Remarketing, on the Final Remarketing
Date, the Remarketing Agent shall use its reasonable efforts to remarket the
Remarketed Senior Notes at the Remarketing Price.  It is understood and agreed that Remarketing on any Remarketing
Date will be considered successful and no further attempts will be made if the
resulting proceeds are at least equal to the Remarketing Price.


 


Section 8.03.  Reset Rate.  (a)
In connection with each Remarketing, the Remarketing Agent shall
determine the Reset Rate (rounded to the nearest one-thousandth (0.001) of one
percent per annum).


 


(b)           Anything
herein to the contrary notwithstanding, the Reset Rate shall in no event exceed
the maximum rate permitted by applicable law.


 


(c)           In the event of a Failed Remarketing
or if no Applicable Ownership Interests in Senior Notes are included in
Corporate Units and none of the holders of the Separate Senior Notes elect to
have their Senior Notes remarketed in any Remarketing, the applicable interest
rate on the Senior Notes will not be reset and will continue to be the Coupon
Rate.


 


(d)           In the event of a Successful
Remarketing, the Coupon Rate shall be reset on the Purchase Contract Settlement
Date to the Reset Rate as determined by the Remarketing Agent under the
Remarketing Agreement, and the Company shall issue a press release containing
such Reset Rate and publish such information on its website.


 


Section 8.04.  Failed
Remarketing.  If, by 4:00
p.m., New York City time, on any Remarketing Date, the Remarketing Agent is
unable to remarket all of the Remarketed Senior Notes at the Remarketing Price
pursuant to the terms and conditions hereof and of the Remarketing Agreement, a
Failed Remarketing shall be deemed to have occurred.


 


Section 8.05.  Put Right.


 


(a)           Subject to paragraph (b) hereof, if
there has not been a Successful Remarketing on or prior to the Final
Remarketing Date, holders of Senior Notes will, subject to this Section 8.05,
have the right (the “Put Right”) to require the Company to
purchase such Senior Notes on the Purchase Contract Settlement Date, at a price
per Senior Note to be purchased equal to the principal amount of


 


14

















 


the applicable Senior Note, plus accrued and
unpaid interest to, but excluding, the Purchase Contract Settlement Date (the “Put Price”).


 


(b)           The Put Right of holders of
Applicable Ownership Interests in Senior Notes that are part of Corporate Units
will be deemed to be automatically exercised unless such holders (1) prior to
5:00 p.m., New York City time, on the second Business Day immediately preceding
the Purchase Contract Settlement Date, provide written notice to the Purchase
Contract Agent of their intention to settle the related Purchase Contract with
separate cash, and (2) on or prior to 5:00 p.m., New York City time, on the
Business Day immediately preceding the Purchase Contract Settlement Date,
deliver to the Collateral Agent $25 in cash per Purchase Contract, in each case
pursuant to the Purchase Contract Agreement, and such holders shall be deemed
to have elected to pay the Purchase Price for the shares of Common Stock to be
issued under the related Purchase Contract from a portion of the proceeds of
the Put Right of the Senior Notes underlying such Applicable Ownership
Interests in Senior Notes equal to the Purchase Price in full satisfaction of
such holders’ obligations under the Purchase Contracts, and any remaining
amount of the Put Price following satisfaction of the related Purchase
Contracts will be paid to such holder.


 


(c)           The Put Right of a holder of a
Separate Senior Note shall only be exercisable upon delivery of a notice to the
Trustee by such holder on or prior to the second Business Day immediately
preceding the Purchase Contract Settlement Date.  On or prior to the Purchase Contract Settlement Date, the Company
shall deposit with the Trustee immediately available funds in an amount
sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put
Price of all Separate Senior Notes with respect to which a holder has exercised
a Put Right.  In exchange for any
Separate Senior Notes surrendered pursuant to the Put Right, the Trustee shall
then distribute such amount to the holders of such Separate Senior Notes.


 


Section 8.06.          Additional
Event of Default.   In addition
to the events listed as Events of Default in Section 6.01 of the Base
Indenture, it shall be an additional Event of Default with respect to the
Senior Notes, if the Company defaults in the payment of the Put Price with
respect to any Senior Note following the exercise of the Put Right by any
holder in accordance with Section 8.05.


 


ARTICLE 9

Tax Treatment


 


Section 9.01.  Tax
Treatment.  The Company
agrees, and by acceptance of a Corporate Unit or a Separate Senior Note, each
holder will be deemed to have


 


15

















 


agreed (1) for
United States federal, state and local income and franchise tax purposes to
treat the acquisition of a Corporate Unit as the acquisition of an Applicable
Ownership Interest in Senior Notes and the Purchase Contract constituting the
Corporate Unit and (2) to treat the Applicable Ownership Interest in Senior
Notes or Separate Senior Note, as the case may be, as indebtedness for United
States federal, state and local income and franchise tax purposes.


 


16

















 


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


 


	
   

  	
   

  	
  GENWORTH FINANCIAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gary T. Prizzia

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Gary T. Prizzia

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph J. Pehota

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Joseph J. Pehota

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Ward E. Bobitz

  	
   

  	
   

  	
   

  
	
  Name: Ward E. Bobitz

  	
   

  	
   

  
	
  Title: Vice President and Assistant
  Secretary

  	
   

  	
   

  
	
   

  	
   

  	
  THE BANK OF NEW YORK, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Geovanni Barris

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Geovanni Barris

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Patricia Gallagher

  	
   

  	
   

  	
   

  
	
  Name: Patricia Gallagher

  	
   

  	
   

  
	
  Title: Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Dorothy Miller

  	
   

  	
   

  	
   

  
	
  Name: Dorothy Miller

  	
   

  	
   

  
	
  Title: Vice President

  	
   

  	
   

  



 

















 


EXHIBIT A


 


[IF THIS SENIOR NOTE IS TO BE A
GLOBAL SECURITY, INSERT:]


THIS SENIOR 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 SENIOR 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.


 


3.84% Senior Notes due May 16, 2009


 


	
   

  	
  CUSIP:

  	
  37247D AA 4

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  No.

  	
   

  	
   

  	
   

  	
  $

  	
   

  
						



 


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


 


17

















 


the principal sum as set forth
in the Schedule of Increases or Decreases In Senior Note attached hereto, which
amount shall not exceed $600,000,000, on May 16, 2009 (such date is hereinafter
referred to as the “Maturity Date”), and to pay interest
thereon from the Special Interest Payment Date or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, quarterly in
arrears on February 16, May 16, August 16 and November 16 of each year (each, a
“Quarterly
Interest Payment Date”), commencing August 16, 2004 at the rate of
3.84% per annum through and including the day immediately preceding the
Purchase Contract Settlement Date, and thereafter semi-annually in arrears on
May 16 and November 16 of each year (each, a “Semiannual Interest Payment Date”),
commencing November 16, 2007, at the Reset Rate, or if there has not been a
Successful Remarketing prior to the Purchase Contract Settlement Date, at the
Coupon Rate, 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 Senior Notes shall bear interest, to the extent permitted by law,
on any overdue principal and interest at the Coupon Rate, unless a Successful
Remarketing shall have occurred, in which case interest on such amounts shall
accrue at the Reset Rate from and after the Purchase Contract Settlement Date,
in each case, compounded quarterly through the Purchase Contract Settlement
Date and compounded semi-annually thereafter. 
The Reset Rate, if any, shall be established pursuant to the terms of
the Indenture and the Remarketing Agreement. 
The
amount of interest payable for any period shorter than a full 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 the Indenture, be paid to the Person in whose name this Senior
Note (or one or more
predecessor Senior Notes) is
registered at the close of business on the Record Date for such Interest
Payment Date.


 


The Company promises to pay on May 28, 2004 (the "Special Interest Payment Date''), the
interest accrued from and including May 24, 2004, to, but excluding, the
Special Interest Payment Date to the Person in whose name the Senior Notes are
registered at the close of business on the Business Day immediately preceding
the Special Interest Payment Date. The interest payable on the Special Interest
Payment Date shall be calculated based on the actual number of days elapsed
divided by 360 and shall be paid by wire transfer to the account designated by
the Person entitled to receive such payment by prior notice to the Company and
the Trustee.


 


Except as set
forth above, payment of the principal of and interest on this Senior Note will
be made at the office or agency of the Company maintained for that purpose in
The Borough of Manhattan, The City of New York, which shall initially be the
corporate 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 holder 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. Payments with respect to any Global Senior Note will be
made by wire transfer to the Depositary.


 


A-2

















 


Reference is
hereby made to the further provisions of this Senior 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 Senior Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.


 


A-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:

  
	
   

  	
   

  	
   

  
	
  [CORPORATE
  SEAL]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  



 


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Senior Notes
referred to in the within mentioned Indenture.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  THE BANK OF
  NEW YORK,

  	
   

  
	
  as Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  
						



 

















 


REVERSE OF SENIOR NOTE


 


This Senior
Note is one of a duly authorized issue of securities of the Company (herein
called the “Senior Notes”), issued and to be issued in one or more series
under an Indenture (the “Base Indenture”), dated as of May
[•], 2004, between the Company and The Bank of New York, as Trustee
(herein called the “Trustee”, which term includes any successor
trustee), as amended and supplemented by Supplemental Indenture No. 1, dated as
of May [•], 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 Senior Notes and of the terms upon which the
Senior Notes are, and are to be, authenticated and delivered.  This Senior Note is one of the series
designated on the face hereof, limited in aggregate principal amount to
$600,000,000.


 


All terms used
in this Senior Note that are defined in the Indenture shall have the meaning
assigned to them in the Indenture.


 


If a Special
Event shall occur and be continuing, the Company may, at its option, redeem the
Senior Notes of this series in whole, but not in part, on any Interest Payment
Date prior to the earlier of the date of a Successful Remarketing or the
Purchase Contract Settlement Date, at a price per Senior Note equal to the
Redemption Price as set forth in the Indenture.  Except as set forth in the preceding sentence and in Article 3 of
the Supplemental Indenture No. 1, the Company may not redeem the Senior Notes
at its option prior to the Maturity Date.


 


Pursuant to
Section 8.05 of the Supplemental Indenture No. 1, if there has not been a
Successful Remarketing on or prior to the Final Remarketing Date, holders of
Senior Notes will have the right (the “Put Right”) to require the Company to
purchase such Senior Notes on the Purchase Contract Settlement Date, in the
case of Separate Senior Notes upon a notice to the Trustee on or prior to the
second Business Day prior to the Purchase Contract Settlement Date, at a price
per Senior Note to be purchased equal to the principal amount of the applicable
Senior Note, plus accrued and unpaid interest to, but excluding, the Purchase
Contract Settlement Date (the “Put Price”).


 


The Senior
Notes are not entitled to the benefit of any sinking fund and will not be
subject to defeasance or covenant defeasance.


 


If an Event of
Default with respect to Senior Notes of this series shall occur and be
continuing, the principal of the Senior Notes of this series may be


 


R-1

















 


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 Senior Notes at any time by the Company and the Trustee with
the consent of the holders of a majority in principal amount of the Senior
Notes at the time outstanding. The Indenture also contains provisions
permitting the holders of specified percentages in principal amount of the Senior
Notes at the time outstanding, on behalf of the holders of all Senior Notes, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the holder of this Senior Note shall be conclusive and
binding upon such holder and upon all future holders of this Senior Note and of
any Senior 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 Senior Note.


 


As provided in
the Indenture and subject to certain limitations therein set forth, the
transfer of this Senior Note is registrable in the security register, upon
surrender of this Senior Note for registration of transfer at the office or
agency of the Company in any place where the principal of and interest on this
Senior 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 Senior Notes of this series, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.


 


The Senior
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 2.03 of Supplemental Indenture No. 1. As provided in the
Indenture and subject to certain limitations therein set forth, Senior Notes of
this series are exchangeable for a like aggregate principal amount of Senior
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 Senior Note is registered as the owner hereof for all


 


R-2

















 


purposes, whether or not this
Senior Note is overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.


 


The Company
agrees, and by acceptance of a Corporate Unit or a Separate Senior Note, each
holder will be deemed to have agreed (1) for United States federal, state and
local income and franchise tax purposes to treat the acquisition of a Corporate
Unit as the acquisition of an Applicable Ownership Interest in Senior Notes and
the Purchase Contract constituting the Corporate Unit and (2) to treat the Applicable
Ownership Interest in Senior Notes or Separate Senior Note, as the case may be,
as indebtedness for United States federal, state and local income and franchise
tax purposes.


 


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


 


R-3

















 


ASSIGNMENT


 


	
  FOR VALUE RECEIVED, the undersigned assigns
  and transfers this Senior 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 Senior 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 Senior Note)


 

















 


SIGNATURE GUARANTEE


 


Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of
the 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
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.


 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 

















 


SCHEDULE OF INCREASES OR DECREASES IN SENIOR
NOTE


 


The initial principal amount of
this Senior Note is $600,000,000.  The
following increases or decreases in a part of this Senior Note have been made:


 


	
  Date

  	
   

  	
  Amount of 

  decrease in 

  principal 

  amount of this 

  Senior Note

  	
   

  	
  Amount of 

  increase in 

  principal 

  amount of this 

  Senior Note

  	
   

  	
  Principal 

  amount of this 

  Senior Note 

  following such 

  decrease (or 

  increase)

  	
   

  	
  Signature of 

  authorized 

  officer of 

  Trustee