0001193125-09-249338 Sample Contracts

GENWORTH FINANCIAL, INC. 8.625% Senior Notes due 2016 UNDERWRITING AGREEMENT
Underwriting Agreement • December 8th, 2009 • Genworth Financial Inc • Life insurance • New York
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GENWORTH FINANCIAL, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SUPPLEMENTAL INDENTURE NO. 5 Dated as of December 8, 2009
Supplemental Indenture • December 8th, 2009 • Genworth Financial Inc • Life insurance

THIS SUPPLEMENTAL INDENTURE No. 5 (this “Supplemental Indenture No. 5”), dated as of December 8, 2009, is between GENWORTH FINANCIAL, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor to JPMorgan Chase Bank, N.A.), a national banking association, as Trustee (the “Trustee”).

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