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 • April 19th, 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”).
TRUST AGREEMENTTrust 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).
REINSURANCE AGREEMENT between FINANCIAL INSURANCE COMPANY LIMITED and VIKING INSURANCE COMPANY, LIMITED Dated as of [ ] 2004Reinsurance Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance • England
This Agreement, dated as of , 2004 (this “Agreement”) is made and entered into by and between Financial Insurance 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.
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 • April 19th, 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.
COINSURANCE AGREEMENT between GE LIFE AND ANNUITY ASSURANCE COMPANY and UNION FIDELITY LIFE INSURANCE COMPANY Dated as of April 15, 2004Coinsurance 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.
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is executed effective as of , 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”).
AMENDED AND RESTATED INVESTMENT MANAGEMENT AND SERVICES AGREEMENT BETWEEN GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY AND GE ASSET MANAGEMENT INCORPORATED DATED AS OF 2004Investment Management and Services Agreement • April 19th, 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 day of , 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”).
GENWORTH FINANCIAL, INC. and The Bank of New York, as Purchase Contract Agent, and The Bank of New York, as Collateral Agent, Custodial Agent and Securities Intermediary PURCHASE CONTRACT AND PLEDGE AGREEMENTPurchase Contract and Pledge Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance • New York
PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of May [•], 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”).
INVESTMENT MANAGEMENT AGREEMENT Between FINANCIAL ASSURANCE COMPANY LIMITED -and- GE ASSET MANAGEMENT LIMITEDInvestment Management Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance • England
INTELLECTUAL PROPERTY CROSS LICENSEIntellectual Property Cross License • April 19th, 2004 • Genworth Financial Inc • Life insurance • New York
This INTELLECTUAL PROPERTY CROSS LICENSE (“Agreement”) dated as of , 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”.
REINSURANCE AGREEMENT between VIE PLUS and Dated as of [ ] 2004Reinsurance Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance
This Agreement, dated as of 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”).
BUSINESS SERVICES AGREEMENT dated , 2004 between GNA CORPORATION and UNION FIDELITY LIFE INSURANCE COMPANYBusiness Services Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance • Illinois
This Business Services Agreement, dated , 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”).
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • April 19th, 2004 • Genworth Financial Inc • Life insurance • New York
THIS SUPPLEMENTAL INDENTURE No. 1 (this “Supplemental Indenture No. 1”), dated as of May [•], 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”).
This LIABILITY AND PORTFOLIO MANAGEMENT AGREEMENT, dated as of January 1, 2004 (this “Agreement”), among FGIC CAPITAL MARKET SERVICES, INC., a Delaware corporation (the “Company”), GENWORTH FINANCIAL ASSET MANAGEMENT, LLC, a Virginia limited liability...Liability and Portfolio Management Agreement • April 19th, 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.
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 2004 GEFA...Confidential Treatment Requested • April 19th, 2004 • Genworth Financial Inc • Life insurance
COINSURANCE AGREEMENT between GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY and UNION FIDELITY LIFE INSURANCE COMPANY Dated as of April 15, 2004Administrative Services Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance • Delaware
This Coinsurance Agreement, dated as of April 15, 2004 (this “Agreement”), is made and entered into by and between General Electric Capital Assurance Company, an insurance company organized under the laws of the State of Delaware (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.
REINSURANCE AGREEMENT between GE LIFE AND ANNUITY ASSURANCE COMPANY and UNION FIDELITY LIFE INSURANCE COMPANY Dated as of April 15, 2004Reinsurance Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance • Virginia
This Reinsurance 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.
ADMINISTRATIVE SERVICES AGREEMENT by and between UNION FIDELITY LIFE INSURANCE COMPANY and GE GROUP LIFE ASSURANCE COMPANY Effective as of [ ], 2004Administrative Services Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance • Illinois
TRANSITIONAL TRADEMARK LICENSE AGREEMENTTransitional Trademark License Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance • New York
This Transitional Trademark License Agreement (this “Agreement”), dated as of , 2004, is made and entered into by and between GE Capital Registry, Inc., a New York corporation (“LICENSOR”), and Genworth Financial, Inc., a Delaware corporation (“LICENSEE”).
RETROCESSION AGREEMENT between GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY and UNION FIDELITY LIFE INSURANCE COMPANY Dated as of April 15, 2004Retrocession Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance • Delaware
This Retrocession Agreement, dated as of April 15, 2004 (this “Agreement”), is made and entered into by and between General Electric Capital Assurance Company, an insurance company organized under the laws of the State of Delaware (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.
TRANSITIONAL SERVICES AGREEMENT between FINANCIAL INSURANCE GROUP SERVICES LIMITED and GE LIFE SERVICES LIMITEDTransitional Services Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance • England and Wales
MORTGAGE SERVICES AGREEMENT dated as of , 2004 by and among GE MORTGAGE SERVICES, LLC, GENERAL ELECTRIC MORTGAGE HOLDINGS LLC, GE MORTGAGE CONTRACT SERVICES INC. andMortgage Services Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance • New York
THIS MORTGAGE SERVICES AGREEMENT, dated as of , 2004, is made by and among GE MORTGAGE SERVICES, LLC, a North Carolina limited liability company (“Mortgage Services”), GENERAL ELECTRIC 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”).
ASSET MANAGEMENT SERVICES AGREEMENTAsset Management Services Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance • New York
THIS ASSET MANAGEMENT SERVICES AGREEMENT, made this day of January, 2004, effective the 1st day of January, 2004 (this “Agreement”) by and among Genworth Financial, Inc. (“Genworth”), a Delaware corporation, General Electric Financial Assurance Holdings, Inc. (“GEFAHI”), a Delaware corporation, and GE Asset Management Incorporated (“GEAM”), a Delaware corporation.
CANADIAN TAX MATTERS AGREEMENT AMONG GENERAL ELECTRIC COMPANY GENERAL ELECTRIC CAPITAL CORPORATION GECMIC HOLDINGS INC. GE CAPITAL MORTGAGE INSURANCE COMPANY (CANADA) AND GENWORTH FINANCIAL, INC. MADE AS OFCanadian Tax Matters Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance • Ontario
AGREEMENT for the sale and purchase of shares in FINANCIAL ASSURANCE COMPANY LIMITED between GE INSURANCE HOLDINGS LIMITED as Seller and GEFA UK HOLDINGS LIMITED as BuyerAgreement • April 19th, 2004 • Genworth Financial Inc • Life insurance
AGREEMENT ON TRANSFER OF A PORTFOLIO OFAgreement • April 19th, 2004 • Genworth Financial Inc • Life insurance
- Vie Plus, having its registered office at Tour Franklin – Terrasse Boieldieu – 92800 Puteaux represented by Mr. [ ], acting in the capacity of [ ].
MASTER AGREEMENT AMONG GENERAL ELECTRIC COMPANY, GENERAL ELECTRIC CAPITAL CORPORATION, GEI, INC., GE FINANCIAL ASSURANCE HOLDINGS, INC. AND GENWORTH FINANCIAL, INC. Dated May , 2004Master Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance • New York
MASTER AGREEMENT, dated May , 2004 (this “Agreement”), 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, GEI and GECC, the “GE Parties”), and Genworth Financial, Inc., a Delaware corporation (“Genworth”). Certain terms used in this Agreement are defined in Section 1.1.
BUSINESS TRANSFER AGREEMENT between VIE PLUS S.A. and FINANCIAL NEW LIFE COMPANY LIMITED datedBusiness Transfer Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance
VIE PLUS S.A., a French société anonyme with a capital of 11,500,000 Euros, with its registered office at Tour Franklin, Terrasse Boieldieu, Puteaux (92800), registered under no. 334 502 788 with the Nanterre Registry of Commerce and Companies, represented by [ ], duly authorized for the purposes of this agreement,
CAPITAL MAINTENANCE AGREEMENTCapital Maintenance Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance • Virginia
Capital Maintenance Agreement (this “AGREEMENT”) dated as of January 1, 2004 (the “Effective Date”) between General Electric Capital Corporation, a Delaware corporation (“GECC”), and Union Fidelity Life Insurance Company, an Illinois-domiciled stock life insurance company (“UFLIC”).
DERIVATIVES MANAGEMENT SERVICES AGREEMENT AMONG UNION FIDELITY LIFE INSURANCE COMPANY AND GE ASSET MANAGEMENT INCORPORATED AND GENERAL ELECTRIC CAPITAL CORPORATION DATED AS OF APRIL 15, 2004Derivatives Management Services Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance • Illinois
THIS DERIVATIVES MANAGEMENT SERVICES AGREEMENT (the “Agreement”) is made and entered into as of the 15th day of April, 2004 (the “Effective Date”), by and among UNION FIDELITY LIFE INSURANCE COMPANY, an insurance company domiciled in the State of Illinois (“UFLIC”), GE ASSET MANAGEMENT INCORPORATED, a Delaware corporation (“GEAM”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”).
TAX MATTERS AGREEMENT by and among GENERAL ELECTRIC COMPANY, GENERAL ELECTRIC CAPITAL CORPORATION, GE FINANCIAL ASSURANCE HOLDINGS, INC., GEI, INC., and GENWORTH FINANCIAL, INC. Dated as of , , 2004Tax Matters Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance • Florida
income or franchise tax returns (the “GE Combined Returns”), and each group filing such a return that includes any Genworth Company and at least one of GE or a non-Genworth Affiliate of GE is designated a “Combined Group.”
COINSURANCE AGREEMENT between UNION FIDELITY LIFE INSURANCE COMPANY and FEDERAL HOME LIFE INSURANCE COMPANY Dated as of April 15, 2004Trust Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance • Illinois
This Coinsurance Agreement, dated as of April 15, 2004 (this “Agreement”), is made and entered into by and between Union Fidelity Life Insurance Company, an insurance company organized under the laws of the State of Illinois (the “Company”), and Federal Home Life Insurance Company, an insurance company organized under the laws of the Commonwealth of Virginia (the “Reinsurer”). Defined terms used herein are defined below.
