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.
