Genworth Holdings, Inc. Sample Contracts

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 Holdings, Inc. • April 5th, 2013 • New York

• Company
  Genworth Holdings, Inc.
• Filed
  April 5th, 2013
• Jurisdiction
  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”).

AMENDMENT NO. 1 TO MASTER AGREEMENT dated April 1, 2013 among GENWORTH MI CANADA INC. and BROOKFIELD LIFE ASSURANCE COMPANY LIMITED and GENWORTH FINANCIAL, INC. and GENWORTH FINANCIAL MORTGAGE INSURANCE COMPANY CANADA

Master Agreement • April 5th, 2013 • Genworth Holdings, Inc. • Ontario

• Contract Type
  Master Agreement
• Filed
  April 5th, 2013
• Company
  Genworth Holdings, Inc.
• Jurisdiction
  Ontario

This Amendment No. 1 to Master Agreement, dated April 1, 2013 (this “Agreement”), is made by and among Genworth MI Canada Inc. (“Genworth Canada”), Brookfield Life Assurance Company Limited (“Brookfield”), Genworth Financial, Inc. (“Old Genworth”), Genworth Financial Mortgage Insurance Company Canada (“GFMICC”) and, upon signing the counterpart page attached hereto as Schedule A (the Counterpart Page”) and agreeing to be bound by this Agreement, Sub XLVI, Inc. (“New Genworth”).

ASSIGNMENT AND ASSUMPTION AGREEMENT

Assignment and Assumption Agreement • April 5th, 2013 • Genworth Holdings, Inc. • Delaware

• Contract Type
  Assignment and Assumption Agreement
• Filed
  April 5th, 2013
• Company
  Genworth Holdings, Inc.
• Jurisdiction
  Delaware

This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made as of April 1, 2013, by and between Genworth Holdings, Inc. (formerly Genworth Financial, Inc.), a Delaware corporation (“Assignor”), and Genworth Financial, Inc. (formerly Sub XLVI, Inc.), a Delaware corporation and newly-formed parent company of Assignor (“Assignee”).

AGREEMENT AND PLAN OF MERGER AMONG GENWORTH FINANCIAL, INC. SUB XLVI, INC. AND SUB XLII, INC. DATED AS OF APRIL 1, 2013

Agreement and Plan of Merger • April 5th, 2013 • Genworth Holdings, Inc. • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  April 5th, 2013
• Company
  Genworth Holdings, Inc.
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER (the “Agreement”), entered into as of April 1, 2013, by and among Genworth Financial, Inc., a Delaware corporation (the “Company”), Sub XLVI, Inc., a Delaware corporation (“New Parent”) and a direct, wholly owned subsidiary of the Company, and Sub XLII, Inc., a Delaware corporation (“Merger Sub”) and a direct, wholly owned subsidiary of New Parent.