Common use of Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws Clause in Contracts

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. At or prior to the Closing, GE and Genworth shall each take all necessary action that may be required to provide for the adoption by Genworth of the Amended and Restated Certificate of Incorporation of Genworth in substantially the form attached hereto as Exhibit LL, and the Amended and Restated Bylaws of Genworth in substantially the form attached hereto as Exhibit MM.

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. At or prior to the Closing, GE and Genworth shall each take all necessary action that may be required to provide for the adoption by Genworth of the Amended and Restated Certificate of Incorporation of Genworth in substantially the form attached hereto as Exhibit LLLL (the “Charter”), and the Amended and Restated Bylaws of Genworth in substantially the form attached hereto as Exhibit MM.