EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • May 17th, 2004 • Genworth Financial Inc • Life insurance
THIS EMPLOYEE MATTERS AGREEMENT (this "Agreement") is executed effective as of , 2004, by and among GENERAL ELECTRIC COMPANY, a New York corporation ("GE"), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation ("GECC"), GEI, Inc., a Delaware corporation ("GEI"), GE FINANCIAL ASSURANCE HOLDINGS, INC., a Delaware corporation ("GEFAHI"), and GENWORTH FINANCIAL, INC., a Delaware corporation ("Genworth").
AMENDED AND RESTATED INVESTMENT MANAGEMENT AND SERVICES AGREEMENT BETWEEN GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY AND GE ASSET MANAGEMENT INCORPORATED DATED AS OF 2004Investment Management and Services Agreement • May 17th, 2004 • Genworth Financial Inc • Life insurance • Delaware
THIS AMENDED AND RESTATED INVESTMENT MANAGEMENT AND SERVICES AGREEMENT (the “Agreement”) is made and entered into as of the day of , 2004 (the “Effective Date”), by and between GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY, an insurance company domiciled in the State of Delaware (“Client”), and GE ASSET MANAGEMENT INCORPORATED, a Delaware corporation (“Manager”).
The Bank of New York, as Purchase Contract Agent,Purchase Contract and Pledge Agreement • May 17th, 2004 • Genworth Financial Inc • Life insurance • New York
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”).
INVESTMENT MANAGEMENT AGREEMENT Between FINANCIAL ASSURANCE COMPANY LIMITED -and- GE ASSET MANAGEMENT LIMITEDInvestment Management Agreement • May 17th, 2004 • Genworth Financial Inc • Life insurance • England
INTELLECTUAL PROPERTY CROSS LICENSEIntellectual Property Cross License • May 17th, 2004 • Genworth Financial Inc • Life insurance • New York
This INTELLECTUAL PROPERTY CROSS LICENSE (“Agreement”) dated as of , 2004, is entered into by GENERAL ELECTRIC COMPANY, a New York corporation (“GE”) and GENWORTH FINANCIAL, INC., a Delaware corporation (“Genworth”). GE and Genworth are sometimes referred to herein as a “party” or collectively as the “parties”.
TRANSITIONAL SERVICES AGREEMENT between FINANCIAL INSURANCE GROUP SERVICES LIMITEDTransitional Services Agreement • May 17th, 2004 • Genworth Financial Inc • Life insurance • England and Wales
OUTSOURCING SERVICES SEPARATION AGREEMENTOutsourcing Services Separation Agreement • May 17th, 2004 • Genworth Financial Inc • Life insurance • New York
PROVIDER shall (i) assist and cooperate with CUSTOMER with respect to any regulatory examination or investigation of CUSTOMER or legal proceeding involving CUSTOMER, (ii) make available personnel with detailed knowledge of the Services to meet with CUSTOMER or any regulatory agency with jurisdiction over CUSTOMER at such place as may be requested by CUSTOMER or such regulatory agency, and (iii) employ a compliance officer to monitor the performance of the Services.
145,000,000 Shares GENWORTH FINANCIAL, INC. CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • May 17th, 2004 • Genworth Financial Inc • Life insurance • New York
Order dated February 26, 2004 from Texas Commissioner of Insurance granting to Genworth an exemption from the change of control filing and approval requirements relating to PIC.
MASTER AGREEMENT AMONG GENERAL ELECTRIC COMPANY, GENERAL ELECTRIC CAPITAL CORPORATION, GEI, INC., GE FINANCIAL ASSURANCE HOLDINGS, INC. AND GENWORTH FINANCIAL, INC. Dated May , 2004Master Agreement • May 17th, 2004 • Genworth Financial Inc • Life insurance • New York
MASTER AGREEMENT, dated May , 2004 (this “Agreement”), among General Electric Company, a New York corporation (“GE”), General Electric Capital Corporation, a Delaware corporation (“GECC”), GEI, Inc., a Delaware corporation (“GEI”), GE Financial Assurance Holdings, Inc., a Delaware corporation (“GEFAHI”, and collectively with GE, GEI and GECC, the “GE Parties”), and Genworth Financial, Inc., a Delaware corporation (“Genworth”). Certain terms used in this Agreement are defined in Section 1.1.
SUPPLEMENTAL INDENTURE NO. 1 Dated as of May [ • ], 2004Supplemental Indenture • May 17th, 2004 • Genworth Financial Inc • Life insurance • New York
THIS SUPPLEMENTAL INDENTURE No. 1 (this "Supplemental Indenture No. 1"), dated as of May [ • ], 2004, is between GENWORTH FINANCIAL, INC., a Delaware corporation (the "Company"), and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the "Trustee").
TAX MATTERS AGREEMENT by and among GENERAL ELECTRIC COMPANY, GENERAL ELECTRIC CAPITAL CORPORATION, GE FINANCIAL ASSURANCE HOLDINGS, INC., GEI, INC., and GENWORTH FINANCIAL, INC. Dated as ofTax Matters Agreement • May 17th, 2004 • Genworth Financial Inc • Life insurance • Florida
This Agreement is made this day of , 2004 among the General Electric Company, a New York corporation (“GE”), General Electric Capital Corporation, a Delaware corporation (“GECC”), GEI, Inc., a Delaware corporation (“GEI”), GE Financial Assurance Holdings, Inc., a Delaware corporation (“GEFAHI”, and collectively with GE, GEI, and GECC, the “GE Parties”), and Genworth Financial, Inc., a Delaware corporation (“Genworth”).
DEED for the sale and purchase of shares in FINANCIAL ASSURANCE COMPANY LIMITED between GE INSURANCE HOLDINGS LIMITED and GEFA UK HOLDINGS LIMITED andDeed of Sale and Purchase of Shares • May 17th, 2004 • Genworth Financial Inc • Life insurance
ASSET MANAGEMENT SERVICES AGREEMENTAsset Management Services Agreement • May 17th, 2004 • Genworth Financial Inc • Life insurance • New York
THIS ASSET MANAGEMENT SERVICES AGREEMENT, made this day of May, 2004, effective the 1st day of January, 2004 (this “Agreement”) by and among GNA Corporation (“GNA”), a Washington corporation, GE Financial Assurance Holdings, Inc. (“GEFAHI”), a Delaware corporation, and GE Asset Management Incorporated (“GEAM”), a Delaware corporation.
