0001193125-15-360386 Sample Contracts

Execution version
Accession and Retirement Deed • October 30th, 2015 • Genworth Financial Inc • Life insurance • New South Wales
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ASSIGNMENT AND AMENDING AGREEMENT FOR MASTER AGREEMENT
Assignment and Amending Agreement for Master Agreement • October 30th, 2015 • Genworth Financial Inc • Life insurance • Ontario

This Assignment and Amending Agreement dated October 1, 2015 (this “Agreement”) is made by and among Genworth MI Canada Inc., a corporation existing under the laws of Canada (“Genworth Canada”), Brookfield Life Assurance Company Limited, a company existing under the laws of Bermuda (“Brookfield”), Genworth Holdings, Inc., a corporation existing under the laws of the State of Delaware (“Genworth Holdings”), Genworth Financial, Inc., a corporation existing under the laws of the State of Delaware (“Genworth Financial”), Genworth Financial Mortgage Insurance Company Canada, a corporation existing under the laws of Canada (“GFMICC”) and Genworth Financial International Holdings, LLC, a limited liability company existing under the laws of the State of Delaware (“GFIH”).

ASSIGNMENT AND AMENDING AGREEMENT FOR SHAREHOLDER AGREEMENT
Shareholder Agreement • October 30th, 2015 • Genworth Financial Inc • Life insurance • Ontario

This Assignment and Amending Agreement dated October 1, 2015 (this “Agreement”) is made by and among Genworth MI Canada Inc., a corporation existing under the laws of Canada (“Genworth Canada”), Brookfield Life Assurance Company Limited, a company existing under the laws of Bermuda (“Brookfield”), Genworth Holdings, Inc., a corporation existing under the laws of the State of Delaware (“Genworth Holdings”), Genworth Financial, Inc., a corporation existing under the laws of the State of Delaware (“Genworth Financial”), Genworth Mortgage Insurance Corporation, a corporation existing under the laws of the State of North Carolina (“GMICO”), Genworth Mortgage Insurance Corporation of North Carolina, a corporation existing under the laws of the State of North Carolina (“GMIC NC”) and Genworth Financial International Holdings, LLC, a limited liability company existing under the laws of the State of Delaware (“GFIH”).

Execution version
Accession and Retirement Deed • October 30th, 2015 • Genworth Financial Inc • Life insurance • New South Wales
MASTER AGREEMENT BY AND BETWEEN GENWORTH LIFE AND ANNUITY INSURANCE COMPANY AND PROTECTIVE LIFE INSURANCE COMPANY DATED AS OF SEPTEMBER 30, 2015
Master Agreement • October 30th, 2015 • Genworth Financial Inc • Life insurance • New York

This MASTER AGREEMENT, dated as of September 30, 2015 (this “Agreement”), is made by and between Genworth Life and Annuity Insurance Company, a Virginia-domiciled life insurance company (“Cedent”), and Protective Life Insurance Company, a Tennessee-domiciled life insurance company (“Reinsurer”).

THIS IRREVOCABLE OFFER IS MADE AS A DEED on 22 July, 2015 BY:
Irrevocable Offer • October 30th, 2015 • Genworth Financial Inc • Life insurance
AXA S.A. 75008 Paris France For the attention of: Denis Duverne
Irrevocable Offer Deed • October 30th, 2015 • Genworth Financial Inc • Life insurance
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