0001193125-04-181254 Sample Contracts

AMENDMENT NO. 1 TO THE SUBORDINATED CONTINGENT PROMISSORY NOTE DATED MAY 24, 2004
Subordinated Contingent Promissory Note • October 29th, 2004 • Genworth Financial Inc • Life insurance • New York

THIS AMENDMENT NO. 1 TO THE SUBORDINATED CONTINGENT PROMISSORY NOTE, DATED MAY 24,2004 (this “Amendment”) is dated as of July 15, 2004, by and between GENWORTH FINANCIAL, INC., a Delaware corporation (the “Company”) and GE FINANCIAL ASSURANCE HOLDINGS, INC., a Delaware corporation (“GEFAHI”) or any other permitted holders of the Note (GEFAHI or such other holders being the “Holders”).

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Briggs Tobin Transactions & Finance Counsel GE
Transition Services Agreement • October 29th, 2004 • Genworth Financial Inc • Life insurance

Re: Transition Services Agreement, dated May 24, 2004, among General Electric Company, General Electric Capital Corporation, GEI, Inc., GE Financial Assurance Holdings, Inc., GNA Corporation, GE Asset Management Incorporated, General Electric Mortgage Holdings LLC and Genworth Financial, lnc. (the “TSA”)

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