0001193125-03-048448 Sample Contracts

STOCK PURCHASE AGREEMENT dated as of June 26, 2003 among BROOKFIELD LIFE ASSURANCE CO., LTD. GENERAL ELECTRIC CAPITAL CORPORATION GE CAPITAL ASIA INVESTMENTS GE FINANCIAL ASSURANCE HOLDINGS, INC. and AMERICAN INTERNATIONAL REINSURANCE COMPANY, LTD.
Stock Purchase Agreement • September 11th, 2003 • Ge Financial Assurances Holdings Inc • Life insurance

This STOCK PURCHASE AGREEMENT, dated as of June 26, 2003, is made among BROOKFIELD LIFE ASSURANCE CO., LTD., a Bermuda corporation (“Brookfield”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”), GE CAPITAL ASIA INVESTMENTS, a Delaware corporation (“GE Capital Asia”), GE FINANCIAL ASSURANCE HOLDINGS, INC., a Delaware corporation (“GEFAHI”; together with Brookfield, GECC and GE Capital Asia, the “Sellers”) and AMERICAN INTERNATIONAL REINSURANCE COMPANY, LTD., a Bermuda corporation (the “Acquiror”).

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AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 11th, 2003 • Ge Financial Assurances Holdings Inc • Life insurance • New York

AMENDMENT NO. 1 (this “Amendment”) dated as of August 29, 2003 to the Stock Purchase Agreement (as defined below) by and among BROOKFIELD LIFE ASSURANCE CO., LTD., a Bermuda corporation (“Brookfield”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”), GE CAPITAL ASIA INVESTMENTS, a Delaware corporation (“GE Capital Asia”), GE FINANCIAL ASSURANCE HOLDINGS, INC., a Delaware corporation (“GEFAHI”; together with Brookfield, GECC and GE Capital Asia, the “Sellers”) and AMERICAN INTERNATIONAL REINSURANCE COMPANY, LTD., a Bermuda corporation (the “Acquiror”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Stock Purchase Agreement (as defined below).

STOCK PURCHASE AGREEMENT dated as of June 26, 2003 between GE FINANCIAL ASSURANCE HOLDINGS, INC. and LEXINGTON INSURANCE COMPANY
Stock Purchase Agreement • September 11th, 2003 • Ge Financial Assurances Holdings Inc • Life insurance • New York

This STOCK PURCHASE AGREEMENT, dated as of June 26, 2003, is made between GE FINANCIAL ASSURANCE HOLDINGS, INC., a Delaware corporation (the “Seller”), and LEXINGTON INSURANCE COMPANY, a Delaware domiciled insurance company (the “Acquiror”).

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 11th, 2003 • Ge Financial Assurances Holdings Inc • Life insurance • New York

AMENDMENT NO. 1 (this “Amendment”) dated as of August 29, 2003 to the Stock Purchase Agreement (as defined below) between GE FINANCIAL ASSURANCE HOLDINGS, INC., a Delaware corporation (the “Seller”), and LEXINGTON INSURANCE COMPANY, a Delaware domiciled insurance company (the “Acquiror”).

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