Briggs Tobin Transactions & Finance Counsel GE

Exhibit 10.46.1

		Xxxxxx Xxxxx
		Transactions & Finance Counsel
		GE
			0000 Xxxxxx Xxxxxxxx
		T 000-000-0000
		F 000-000-0000
		xxxxxx.xxxxx@xx.xxx

August 18, 2004

Xxxx Xxxxxx, Esq.

Vice President and Assistant Secretary

Genworth Financial, Inc.

0000 Xxxx Xxxxx Xxxxxx

Richmond, Virginia 23230

Re: Transition Services Agreement, dated May 24, 2004, among General Electric Company, General Electric Capital Corporation, GEI, Inc., GE Financial Assurance Holdings, Inc., GNA Corporation, GE Asset Management Incorporated, General Electric Mortgage Holdings LLC and Genworth Financial, lnc. (the “TSA”)

Dear Xxxx:

I am writing to confirm, on behalf of General Electric Company. General Electric Capital Corporation, GEL Inc., GE Financial Assurance Holdings, Inc., and GE Asset Management incorporated, that the second sentence of Section 5.01(a) of the TSA should read and hereby is confirmed to read as follows:

“During the 24-month period following the date of this Agreement, notwithstanding the Service Charges set forth on Schedule B, the aggregate Service Charges payable by GE to the Company shall, subject to reduction following termination of any Company Service pursuant to Section 9.0l(a)(ii) or Section 9.0ll(a)(iii), be equal to $40 million in each 12-month period therein, which shall be paid by GE to the Company in eight equal quarterly installments payable on each March 31, June 30, September 30 and December 31 during such 24-month period.”

Please confirm, on behalf of GNA Corporation, General Electric Mortgage Holdings LLC and Genworth Financial, Inc., your agreement with the foregoing in the space indicated below.

Very truly yours, GENERAL ELECTRIC COMPANY
By:		/S/    XXXXXX XXXXX
		Name:    Xxxxxx Xxxxx
		Title:    Transactions & Finance Counsel

Confirmed and Agreed:

GENWORTH FINANCIAL, INC.
By:		/S/    XXXX XXXXXX
		Name:    Xxxx Xxxxxx
		Title:    Vice President