GE Financial Assurance Holdings, Inc.Irrevocable Consent and Irrevocable Proxy • April 4th, 2005 • Genworth Financial Inc • Life insurance • Delaware
Reference is made to (1) the Stock Purchase Agreement, dated as of March 14, 2005 (the “Stock Purchase Agreement”), among GE Financial Assurance Holdings, Inc. (“GEFAHI”), General Electric Company, General Electric Capital Corporation, GEI, Inc. and Genworth Financial Inc. (“Genworth”), and (2) Genworth’s Amended and Restated Certificate of Incorporation (the “Certificate”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Certificate. This Irrevocable Consent and Irrevocable Proxy is delivered pursuant to and in accordance with Section 6.12 of the Stock Purchase Agreement.
AMENDMENT NO. 1 TO MASTER AGREEMENTMaster Agreement • April 4th, 2005 • Genworth Financial Inc • Life insurance • New York
This Amendment No. 1, dated as of March 30, 2005 (this “Amendment”), to the Master Agreement dated as of May 24, 2004 (the “Master Agreement”), is 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 collectively with GE, GECC and GEI, the “GE Parties”), and Genworth Financial, Inc., a Delaware corporation (“Genworth”).
