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Exhibit 25.1



SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE


  
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)            


   
JPMORGAN CHASE BANK
(Exact name of trustee as specified in its charter)

New York
(State of incorporation
if not a national bank)
  13-4994650
(I.R.S. employer
identification No.)

 

 

 
270 Park Avenue
New York, New York

(Address of principal executive offices)
 
10017

(Zip Code)

 

 

 
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)

Genworth Financial, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  33-1073076
(I.R.S. employer
identification No.)

 

 

 
6620 West Broad Street
Richmond, Virginia

(Address of principal executive offices)
 
23230

(Zip Code)

LIBOR Floating Rate Notes due 2007, Notes due 2009, Notes due 2014, Notes due 2034
(Title of the indenture securities)





GENERAL

Item 1.    General Information.

        Furnish the following information as to the trustee:

        (a)   Name and address of each examining or supervising authority to which it is subject.

        (b)   Whether it is authorized to exercise corporate trust powers.

Item 2.    Affiliations with the Obligor and Guarantors.

        If the obligor or any Guarantor is an affiliate of the trustee, describe each such affiliation.

        None.

2


Item 16.    List of Exhibits

        List below all exhibits filed as a part of this Statement of Eligibility.

        1.     A copy of the Restated Organization Certificate of the Trustee dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference.)

        2.     A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

        3.     None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2.

        4.     A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement 333-76894, which is incorporated by reference.)

        5.     Not applicable.

        6.     The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

        7.     A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority (see Exhibit 7 to Form T-1 filed in connection with Registration Statement 333-76894, which is incorporated by reference.)

        8.     Not applicable.

        9.     Not applicable.

3



SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 28th day of May, 2004.


 

 

JPMORGAN CHASE BANK

 

 

By:

/s/  
JAMES P. FREEMAN      
James P. Freeman
Authorized Officer

4


EXHIBIT 7


Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

JPMorgan Chase Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business December 31, 2003, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

 
   
  Dollar Amounts
in Millions

 
ASSETS            
Cash and balances due from depository institutions:            
  Noninterest-bearing balances and currency and coin       $ 19,429  
  Interest-bearing balances         9,602  
Securities:            
Held to maturity securities         176  
Available for sale securities         53,625  
Federal funds sold and securities purchased under agreements to resell Federal funds sold in domestic offices         26,067  
Securities purchased under agreements to resell         80,099  
Loans and lease financing receivables:            
  Loans and leases held for sale         20,359  
  Loans and leases, net of unearned income       $ 163,864  
  Less: Allowance for loan and lease losses         3,151  
  Loans and leases, net of unearned income and allowance         160,713  
Trading Assets         197,197  
Premises and fixed assets (including capitalized leases)         6,010  
Other real estate owned         128  
Investments in unconsolidated subsidiaries and associated companies         828  
Customers' liability to this bank on acceptances outstanding         225  
Intangible assets            
  Goodwill         2,315  
  Other Intangible assets         4,997  
Other assets         46,892  
TOTAL ASSETS       $ 628,662  
       
 
LIABILITIES            
Deposits            
    In domestic offices       $ 190,249  
    Noninterest-bearing       $ 74,112  
    Interest-bearing         116,137  
    In foreign offices, Edge and Agreement subsidiaries and IBF's         136,496  
  Noninterest-bearing       $ 6,355  
    Interest-bearing         130,141  
Federal funds purchased and securities sold under agreements to repurchase:            
    Federal funds purchased in domestic offices         4,639  
    Securities sold under agreements to repurchase         71,995  
Trading liabilities         128,738  
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)         23,496  
Bank's liability on acceptances executed and outstanding         225  
Subordinated notes and debentures         8,028  
Other liabilities         26,985  
TOTAL LIABILITIES         590,851  
Minority Interest in consolidated subsidiaries         320  
EQUITY CAPITAL            
Perpetual preferred stock and related surplus         0  
Common stock         1,785  
Surplus (exclude all surplus related to preferred stock)         16,318  
Retained earnings         19,590  
Accumulated other comprehensive income         (202 )
Other equity capital components         0  
TOTAL EQUITY CAPITAL         37,491  
       
 
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL       $ 628,662  
       
 

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

    WILLIAM B. HARRISON JR. )  
    WILLIAM H. GRAY, III ) DIRECTORS
    HELENE L. KAPLAN )  



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GENERAL
SIGNATURE
Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF JPMorgan Chase Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 2003, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.