Genworth Financial Inc Sample Contracts

CREDIT AGREEMENT dated as of September 26, 2013 among GENWORTH HOLDINGS, INC., as Borrower GENWORTH FINANCIAL, INC., as Parent and Guarantor The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent BARCLAYS BANK PLC and BANK OF...
Credit Agreement • September 27th, 2013 • Genworth Financial Inc • Life insurance • New York

CREDIT AGREEMENT (this “Agreement”) dated as of September 26, 2013 among GENWORTH HOLDINGS, INC., as Borrower, GENWORTH FINANCIAL, INC., as Parent and Guarantor, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BARCLAYS BANK PLC and BANK OF AMERICA, N.A., as Co-Syndication Agents and DEUTSCHE BANK SECURITIES INC., FIFTH THIRD BANK, GOLDMAN SACHS BANK USA and UBS SECURITIES LLC, as Co-Documentation Agents.

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CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WTH “**”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. AMENDED AND...
Master Outsourcing Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • Delaware

AMENDED AND RESTATED MASTER OUTSOURCING AGREEMENT (“Agreement”) entered into as of the Execution Date, by and between General Electric Capital Assurance Company, a Delaware insurance company, with offices at 6604 West Broad Street, Richmond, Virginia 23230 (“CUSTOMER”) and GE Capital International Services, a corporation duly formed and existing under the laws of India with a place of business at AIFGECIS Building, 1 Rafi Marg, Delhi-110001 and Corporate office at 90A Sector 18, Gurgaon, Haryana (“PROVIDER”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 24, 2004, is entered into by and between Genworth Financial, Inc., a Delaware corporation (including its successors, the “Company”), and GE Financial Assurance Holdings, Inc., a Delaware corporation (“GEFAHI”).

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Stock Appreciation Rights with a Maximum Share Value Award Agreement Dear [Participant Name]:
Award Agreement • August 5th, 2015 • Genworth Financial Inc • Life insurance • Delaware

This Award Agreement and the 2012 Genworth Financial, Inc. Omnibus Incentive Plan (the “Plan”) together govern your rights under this Award and set forth all of the conditions and limitations affecting such rights. Unless the context otherwise requires, capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement.

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TRUST AGREEMENT
Trust Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance • New York

This TRUST AGREEMENT, dated as of April 15, 2004 (this “Trust Agreement”), among Union Fidelity Life Insurance Company, an insurance company organized under the Laws of the State of Illinois (the “Grantor”), Federal Home Life Insurance Company, an insurance company organized under the laws of the Commonwealth of Virginia (the “Beneficiary”), and The Bank of New York, a New York corporation (the “Trustee”) (the Grantor, the Beneficiary and the Trustee are hereinafter each sometimes referred to individually as a “Party” and collectively as the “Parties”). All terms not defined herein shall have the same meanings as set forth in the Coinsurance Agreement (as hereinafter defined).

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GENWORTH FINANCIAL, INC. 7.625% Senior Notes due 2021 UNDERWRITING AGREEMENT
Underwriting Agreement • March 13th, 2012 • Genworth Financial Inc • Life insurance • New York
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REINSURANCE AGREEMENT between FINANCIAL ASSURANCE COMPANY LIMITED and VIKING INSURANCE COMPANY, LIMITED Dated as of 21 April 2004
Reinsurance Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • England

This Agreement, dated as of 21 April, 2004 (this “Agreement”) is made and entered into by and between Financial Assurance Company Limited, an insurance company organised under the laws of England (the “Company”), and Viking Insurance Company, Limited, an insurance company organised under the laws of Bermuda (the “Reinsurer”). Defined terms used herein are defined below.

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48,000,000 Shares GENWORTH FINANCIAL, INC. CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • September 21st, 2009 • Genworth Financial Inc • Life insurance • New York
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SECOND AMENDMENT TO COINSURANCE AGREEMENT
Coinsurance Agreement • March 2nd, 2009 • Genworth Financial Inc • Life insurance • Illinois

THIS SECOND AMENDMENT TO COINSURANCE AGREEMENT, dated as of December 17, 2008 (this “Amendment”) is made by and between GENWORTH LIFE INSURANCE COMPANY (formerly GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY), an insurance company organized under the laws of the State of Delaware (“Company”), and UNION FIDELITY LIFE INSURANCE COMPANY, an insurance company organized under the laws of the State of Illinois (“Reinsurer”).

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This LIABILITY AND PORTFOLIO MANAGEMENT AGREEMENT, dated as of January 1, 2004 (this “Agreement”), between TRINITY FUNDING COMPANY, LLC, a New York limited liability company (the “Company”) and GENWORTH FINANCIAL ASSET MANAGEMENT, LLC, a Virginia...
Liability and Portfolio Management Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • New York

Manager shall comply with Section 2.04 hereof and the Listed Obligations and shall prepare all reports relating to the Company as are necessary or desirable for compliance with the Sarbanes-Oxley Act of 2002 and any other financial reporting requirements of the Company under applicable law and external regulation. Thirty (30) days or such shorter or longer period as is specified by the applicable accounting firm or regulatory body to allow for compliance with the applicable regulatory or disclosure requirement.

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COINSURANCE AGREEMENT between GE LIFE AND ANNUITY ASSURANCE COMPANY and UNION FIDELITY LIFE INSURANCE COMPANY Dated as of April 15, 2004
Coinsurance Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance • Virginia

This Coinsurance Agreement, dated as of April 15, 2004 (this “Agreement”), is made and entered into by and between GE Life and Annuity Assurance Company, an insurance company organized under the laws of the Commonwealth of Virginia (the “Company”), and Union Fidelity Life Insurance Company, an insurance company organized under the laws of the State of Illinois (the “Reinsurer”). Defined terms used herein are defined below.

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Dear #ParticipantName#:
Award Agreement • May 5th, 2023 • Genworth Financial Inc • Life insurance

This Award Agreement and the 2021 Genworth Financial, Inc. Omnibus Incentive Plan (the “Plan”) together govern your rights under this Award Agreement and set forth all of the conditions and limitations affecting such rights. Unless the context otherwise requires, capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement.

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Omnibus Incentive Plan Restricted Stock Unit Award Agreement Replacement Grants for other than September 2003 Award
Genworth Financial Inc • December 5th, 2005 • Life insurance • Delaware

Congratulations on your selection as a Participant in the 2004 Genworth Financial, Inc. Omnibus Incentive Plan (the “Plan”). This Award Agreement and the Plan together govern your rights under this Award and set forth all of the conditions and limitations affecting such rights. Unless the context otherwise requires, capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement.

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EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance

THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is executed effective as of May 24, 2004, 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 GENWORTH FINANCIAL, INC., a Delaware corporation (“Genworth”).

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AMENDED AND RESTATED INVESTMENT MANAGEMENT AND SERVICES AGREEMENT BETWEEN GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY AND GE ASSET MANAGEMENT INCORPORATED DATED AS OF MARCH 24, 2004
Investment Management and Services Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • Delaware

THIS AMENDED AND RESTATED INVESTMENT MANAGEMENT AND SERVICES AGREEMENT (the “Agreement”) is made and entered into as of the 24th day of March, 2004 (the “Effective Date”), by and between GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY, an insurance company domiciled in the State of Delaware (“Client”), and GE ASSET MANAGEMENT INCORPORATED, a Delaware corporation (“Manager”).

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GENWORTH FINANCIAL, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SUPPLEMENTAL INDENTURE NO. 7 Dated as of November 22, 2010
Genworth Financial Inc • November 22nd, 2010 • Life insurance

THIS SUPPLEMENTAL INDENTURE No. 7 (this “Supplemental Indenture No. 7”), dated as of November 22, 2010, is between GENWORTH FINANCIAL, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor to JPMorgan Chase Bank, N.A.), a national banking association, as Trustee (the “Trustee”).

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PURCHASE CONTRACT AND PLEDGE AGREEMENT
Purchase Contract and Pledge Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • New York

PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of May 24, 2004, among Genworth Financial, Inc., a Delaware corporation (the “Company”), The Bank of New York, a New York banking corporation, acting as purchase contract agent for, and as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), and The Bank of New York, as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).

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THIRD AMENDMENT TO RETROCESSION AGREEMENT New York Credit for Reinsurance
Trust Agreement • February 26th, 2010 • Genworth Financial Inc • Life insurance • New York

THIS THIRD AMENDMENT TO RETROCESSION AGREEMENT (this “Amendment”) dated as of December 4, 2009, is made by and between Genworth Life Insurance Company of New York, an insurance company organized under the laws of the State of New York (hereinafter, “Company”), and Union Fidelity Life Insurance Company, an insurance company organized under the laws of the state of Illinois (hereinafter, “Reinsurer”).

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INVESTMENT MANAGEMENT AGREEMENT Between FINANCIAL ASSURANCE COMPANY LIMITED -and- GE ASSET MANAGEMENT LIMITED
Investment Management Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • England
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INTELLECTUAL PROPERTY CROSS LICENSE
Intellectual Property Cross License • June 7th, 2004 • Genworth Financial Inc • Life insurance • New York

This INTELLECTUAL PROPERTY CROSS LICENSE (“Agreement”) dated as of May 24, 2004, is entered into by GENERAL ELECTRIC COMPANY, a New York corporation (“GE”) and GENWORTH FINANCIAL, INC., a Delaware corporation (“Genworth”). GE and Genworth are sometimes referred to herein as a “party” or collectively as the “parties”.

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REINSURANCE AGREEMENT between VIE PLUS and Dated as of 19 May 2004
Reinsurance Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance

This Agreement, dated as of 19 May 2004 (the “Agreement”) is made and entered into by and between VIE PLUS, an insurance company organised under French law (the “Company”), and R.D PLUS, an insurance company organised under French law (the “Reinsurer”).

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BUSINESS SERVICES AGREEMENT dated January 1, 2004 between GNA CORPORATION and UNION FIDELITY LIFE INSURANCE COMPANY
Business Services Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • Illinois

This Business Services Agreement, dated January 1, 2004 (this “Agreement”), is made by and between GNA CORPORATION, a Washington corporation (“GNA”) and UNION FIDELITY LIFE INSURANCE COMPANY, an insurance company organized under the laws of the State of Illinois (the “Company”).

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Dear [Participant Name]:
Genworth Financial Inc • August 5th, 2020 • Life insurance

You have been selected to receive a Performance Stock Unit Award (“Award”) under the 2018 Genworth Financial, Inc. Omnibus Incentive Plan (the “Plan”), on the terms and conditions set forth below. This Award Agreement and the Plan together govern your rights under this Award and set forth all of the conditions and limitations affecting such rights. Unless the context otherwise requires, capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement.

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GENWORTH FINANCIAL, INC. AND THE BANK OF NEW YORK, as Trustee
Supplemental Indenture • June 7th, 2004 • Genworth Financial Inc • Life insurance • New York

THIS SUPPLEMENTAL INDENTURE No. 1 (this “Supplemental Indenture No. 1”), dated as of May 24, 2004, is between GENWORTH FINANCIAL, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the “Trustee”).

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FIVE-YEAR CREDIT AGREEMENT dated as of April 21, 2005 Among GENWORTH FINANCIAL, INC. as Borrower, the Lenders Party Hereto and BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as Co-Administrative Agents $1,000,000,000 REVOLVING CREDIT FACILITY
Five-Year Credit Agreement • April 26th, 2005 • Genworth Financial Inc • Life insurance • New York

CREDIT AGREEMENT (this “Agreement”), dated as of April 21, 2005 among GENWORTH FINANCIAL, INC. (“Genworth”), a Delaware corporation, as borrower (the “Borrower”), the several banks and other financial institutions from time to time parties hereto (the “Lenders”), BANK OF AMERICA, N.A. (“Bank of America”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan Chase Bank”), as co-administrative agents (in such capacity, the “Co-Administrative Agents”) and JPMORGAN CHASE BANK, N.A., as paying agent (in such capacity, the “Paying Agent”).

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FIRST AMENDMENT TO REINSURANCE AGREEMENT
Reinsurance Agreement • March 2nd, 2009 • Genworth Financial Inc • Life insurance

THIS FIRST AMENDMENT TO REINSURANCE AGREEMENT dated as of December 17, 2008 (this “Amendment”), is made by and between GENWORTH LIFE INSURANCE COMPANY OF NEW YORK (formerly GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK), an insurance company organized under the laws of the State of New York (“Company”) and UNION FIDELITY LIFE INSURANCE COMPANY, an insurance company organized under the laws of the State of Illinois (“Reinsurer”).

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This LIABILITY AND PORTFOLIO MANAGEMENT AGREEMENT, dated as of January 1, 2004 (this “Agreement”), among GE FUNDING CAPITAL MARKET SERVICES, INC. (f/k/a FGIC CAPITAL MARKET SERVICES, INC.), a Delaware corporation (the “Company”), GENWORTH FINANCIAL...
Liability and Portfolio Management Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • New York

Manager shall comply with the requirements of contracts to which it is a party, and all applicable laws and regulations. Thirty (30) days or such other period as is specified in the applicable agreement or regulation or as is directed by the applicable regulatory body.

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THIRD AMENDMENT TO REINSURANCEAGREEMENT
Reinsurance Agreement • February 28th, 2013 • Genworth Financial Inc • Life insurance

THIS THIRD AMENDMENT TO REINSURANCE AGREEMENT (this “Amendment”) dated as of December 17, 2012, is made by and between Genworth Life Insurance Company of New York, an insurance company organized under the laws of the State of New York (hereinafter, “Company”), and Union Fidelity Life Insurance Company, an insurance company domiciled in the state of Kansas (hereinafter, “Reinsurer”).

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GENWORTH HOLDINGS, INC., as Issuer GENWORTH FINANCIAL, INC., as Guarantor AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SUPPLEMENTAL INDENTURE NO. 9 Dated as of April 1, 2013
Genworth Financial Inc • April 1st, 2013 • Life insurance • New York

THIS SUPPLEMENTAL INDENTURE No. 9 (this “Supplemental Indenture No. 9”), dated as of April 1, 2013, is by and among GENWORTH HOLDINGS, INC., a Delaware corporation (formerly known as Genworth Financial, Inc., the “Company”), GENWORTH FINANCIAL, INC., a Delaware corporation (formerly known as Sub XLVI, Inc., the “Guarantor”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor to JPMorgan Chase Bank, N.A.), a national banking association, as Trustee (the “Trustee”).

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MORTGAGE SERVICES AGREEMENT dated as of May 24, 2004 by and among GE MORTGAGE SERVICES, LLC, GE MORTGAGE HOLDINGS LLC, GE MORTGAGE CONTRACT SERVICES INC. and
Mortgage Services Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • New York

THIS MORTGAGE SERVICES AGREEMENT, dated as of May 24, 2004, is made by and among GE MORTGAGE SERVICES, LLC, a North Carolina limited liability company (“Mortgage Services”), GE MORTGAGE HOLDINGS LLC, a North Carolina limited liability company (“GEMH”), GE MORTGAGE CONTRACT SERVICES INC., a Delaware corporation (“Contract Services”) and GENWORTH FINANCIAL, INC., a Delaware corporation (“Genworth”, and together with Mortgage Services, GEMH and Contract Services, the “Parties”).

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Form of RSU Award Agreement
Rsu Award Agreement • February 28th, 2008 • Genworth Financial Inc • Life insurance • Delaware

Congratulations on your selection as a Participant in the 2004 Genworth Financial, Inc. Omnibus Incentive Plan (the “Plan”). This Award Agreement and the Plan together govern your rights under this Award and set forth all of the conditions and limitations affecting such rights. Unless the context otherwise requires, capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement.

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CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WTH “**”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. Dated 28 April...
Confidential Treatment Requested • June 7th, 2004 • Genworth Financial Inc • Life insurance
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145,000,000 Shares GENWORTH FINANCIAL, INC. CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE FORM OF UNDERWRITING AGREEMENT
Genworth Financial Inc • May 17th, 2004 • Life insurance • New York

Order dated February 26, 2004 from Texas Commissioner of Insurance granting to Genworth an exemption from the change of control filing and approval requirements relating to PIC.

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ASSIGNMENT AND AMENDING AGREEMENT FOR MASTER AGREEMENT
Assignment and Amending 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”).

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364-DAY CREDIT AGREEMENT dated as of April 30, 2004 Among GENWORTH FINANCIAL, INC. as Borrower, the Lenders Party Hereto and JPMorgan Chase Bank and Bank of America, N.A., as Co-Administrative Agents $1,000,000,000 REVOLVING CREDIT FACILITY Banc of...
364-Day Credit Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • New York

CREDIT AGREEMENT (this “Agreement”), dated as of April 30, 2004, among GENWORTH FINANCIAL, INC. (“Genworth”), a Delaware corporation, as borrower (the “Borrower”), the several banks and other financial institutions from time to time parties hereto (the “Lenders”), JPMORGAN CHASE BANK (“JPMorgan Chase Bank”) and BANK OF AMERICA, N.A. (“Bank of America”), as co-administrative agents (in such capacity, the “Co-Administrative Agents”) and JPMORGAN CHASE BANK, as paying agent (in such capacity, the “Paying Agent”).

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