0001193125-05-039516 Sample Contracts

OUTSOURCING SERVICES AMENDMENT AGREEMENT
Master Outsourcing Agreement • March 1st, 2005 • Genworth Financial Inc • Life insurance • New York

SECOND AMENDED MASTER OUTSOURCING AGREEMENT (“Agreement”) entered into as of the (the “Execution Date”), by and between [NAME], a [JURISDICTION][TYPE OF ENTITY], with offices at [ADDRESS] (“CUSTOMER”) and GECIS INTERNATIONAL HOLDINGS, LUXEMBOURG, SWISS BRANCH ZUG, an entity duly formed and existing under the laws of the Grand-Duchy of Luxembourg, with offices at Baarerstrasse 21, 6304 Zug, Switzerland (“PROVIDER”).

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AGREEMENT by and between GE CAPITAL INTERNATIONAL (MAURITIUS), a Mauritius corporation, and GENWORTH FINANCIAL, INC., a Delaware corporation. Dated December 27, 2004
Consideration Agreement • March 1st, 2005 • Genworth Financial Inc • Life insurance • New York

THIS CONSIDERATION AGREEMENT (this “Agreement”), dated as of December 27, 2004, is by and between GE Capital International (Mauritius), a Mauritius corporation (“GECIM”), and Genworth Financial, Inc., a Delaware corporation (“Genworth”).

GUARANTY
Guaranty • March 1st, 2005 • Genworth Financial Inc • Life insurance • New York

GUARANTY (as the same may be further amended, supplemented or otherwise modified from time to time, this “Guaranty”), dated as of December 30, 2004, made by GECIS GLOBAL HOLDINGS, a Société à Responsabilité Limtée under the laws of the Grand Duchy of Luxembourg (the “Guarantor”) to GENWORTH FINANCIAL, INC., a Delaware corporation (“Genworth”) and each of the Affiliates of Genworth that becomes a party to an agreement that gives rise to an Obligation, as defined below.

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