Common use of Notice of Special Event, Special Event Redemption and Termination Event Clause in Contracts

Notice of Special Event, Special Event Redemption and Termination Event. EXHIBITS Exhibit A – Form of Corporate Units Certificate Exhibit B – Form of Treasury Units Certificate Exhibit C – Instruction to Purchase Contract Agent From Holder to Create Treasury Units or Corporate Units Exhibit D – Notice from Purchase Contract Agent to Holders Upon Termination Event Exhibit E – Notice to Settle by Separate Cash Exhibit F – Reserved Exhibit G – Instruction from Purchase Contract Agent to Collateral Agent (Creation of Treasury Units) Exhibit H – Instruction from the Collateral Agent to the Securities Intermediary (Creation of Treasury Units) Exhibit I – Instruction from Purchase Contract Agent to Collateral Agent (Recreation of Corporate Units) Exhibit J – Instruction from Collateral Agent to Securities Intermediary (Recreation of Corporate Units) Exhibit K – Notice of Cash Settlement from Collateral Agent to Purchase Contract Agent Exhibit L – Instruction to Custodial Agent Regarding Remarketing Exhibit M – Instruction to Custodial Agent Regarding Withdrawal from Remarketing PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of May [•], 2004, among Genworth Financial, Inc., a Delaware corporation (the “Company”), The Bank of New York, a New York banking corporation, acting as purchase contract agent for, and as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), and The Bank of New York, as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).

Notice of Special Event, Special Event Redemption and Termination Event. EXHIBITS Exhibit A – Form of Corporate Units Certificate Exhibit B – Form of Treasury Units Certificate Exhibit C – Instruction to Purchase Contract Agent From Holder to Create Treasury Units or Corporate Units Exhibit D – Notice from Purchase Contract Agent to Holders Upon Termination Event Exhibit E – Notice to Settle by Separate Cash Exhibit F – Reserved Exhibit G – Instruction from Purchase Contract Agent to Collateral Agent (Creation of Treasury Units) Exhibit H – Instruction from the Collateral Agent to the Securities Intermediary (Creation of Treasury Units) Exhibit I – Instruction from Purchase Contract Agent to Collateral Agent (Recreation of Corporate Units) Exhibit J – Instruction from Collateral Agent to Securities Intermediary (Recreation of Corporate Units) Exhibit K – Notice of Cash Settlement from Collateral Agent to Purchase Contract Agent Exhibit L – Instruction to Custodial Agent Regarding Remarketing Exhibit M – Instruction to Custodial Agent Regarding Withdrawal from Remarketing PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of May [•]24, 2004, among Genworth Financial, Inc., a Delaware corporation (the “Company”), The Bank of New York, a New York banking corporation, acting as purchase contract agent for, and as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), and The Bank of New York, as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).