EX-10.2



 Exhibit 10.2 
 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 








  
 2. 

 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”). 
 RECITALS 
 WHEREAS Old Genworth is the indirect beneficial owner of approximately 57.5% of the issued and outstanding common shares of Genworth Canada and the sole issued and outstanding special share of
Genworth Canada; 
 AND WHEREAS Genworth Canada, Brookfield, Old Genworth and GFMICC entered into a Master Agreement dated July 7,
2009 (the “Master Agreement”); 
 AND WHEREAS Old Genworth will undertake an internal reorganization (the
“Reorganization”), whereby New Genworth, a Delaware corporation, will become the publicly-traded parent holding company of Old Genworth, Genworth Mortgage Holdings, Inc. and Genworth Mortgage Holdings, LLC, and each of their
respective direct and indirect subsidiaries and which will change its name to Genworth Financial, Inc. upon the effectiveness of the Reorganization; 
 AND WHEREAS New Genworth desires to obtain the benefit of certain of the rights, interests and benefits held by Old Genworth pursuant to the Master Agreement, as amended hereby, without diminishing
or expanding the rights of Old Genworth thereunder; 
 AND WHEREAS Genworth Canada, Brookfield, Old Genworth and GFMICC (the
“Existing Master Agreement Parties”) have agreed to amend the Master Agreement; 
 AND WHEREAS New Genworth will become
a party to this Agreement upon signing the Counterpart Page; 
 NOW THEREFORE, as of the date hereof, in consideration of the mutual
covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto severally covenant and agree as follows: 

 

	1.	Definitions 

 Where used
in this Agreement, all capitalized terms not otherwise defined shall have the respective meaning ascribed thereto in the Master Agreement. 
  

	2.	Effect 

 Provided that New
Genworth has signed the Counterpart Page, this Agreement, and the amendments to the Master Agreement set forth herein, shall become effective simultaneously with the effectiveness of the Reorganization, without the requirement of any further act by
the parties hereto. Upon the effectiveness of this Agreement, the parties to the Master Agreement shall be the Existing Master Agreement Parties and New Genworth. 








  
 3. 


	3.	Amendments to the Master Agreement 

 3.1
The Master Agreement is hereby amended, effective in accordance with Section 2 of this Agreement, by: 
  

	 	(a)	deleting the words “Genworth Financial, Inc.” in the ninth and tenth lines of the definition of “Affiliate” in Section 1.01 of the Master
Agreement and replacing them with the words “New Genworth”; 

  

	 	(b)	adding the following definition of “New Genworth” to Section 1.01 of the Master Agreement: 


““New Genworth” means Sub XLVI, Inc., a Delaware corporation that will become the publicly-traded parent holding
company of Genworth Financial, Genworth Mortgage Holdings, Inc. and Genworth Mortgage Holdings, LLC, and each of their respective direct and indirect subsidiaries and which will change its name to Genworth Financial, Inc. upon the effectiveness of
the reorganization involving Genworth Financial.”; 
  

	 	(c)	providing that all references to “Genworth Financial” contained in the Master Agreement shall hereafter continue to refer to Genworth Financial, Inc. (Old
Genworth) and its Affiliates, including, for so long as Old Genworth is a Subsidiary of New Genworth, New Genworth; 

  

	 	(d)	deleting Brookfield’s address for notices, requests, claims, demands and other communications in Section 8.06 of the Master Agreement and replacing such
address with the following: 

 “if to Brookfield: 

Brookfield Life Assurance Company Limited 
 c/o Aon Insurance Managers (Bermuda) Ltd. 
 Aon House 

30 Woodbourne Avenue 
 Pembroke, HM JX Bermuda 
 Attention: President 

Phone: 441-295-2220 
 Fax: 441-292-4910”; 
  

	 	(e)	adding the address for notices, requests, claims, demands and other communications to New Genworth in Section 8.06 of the Master Agreement as follows:


 “if to New Genworth: 
 Genworth Financial, Inc. 
 6620 West Broad Street 

Richmond, VA 23230 








  
 4. 

 Attention: General Counsel 

Phone: 804-662-2574 
 Fax: 804-662-2414”; and 
  

	 	(f)	deleting Section 8.10 of the Master Agreement and replacing such section with the following: 


“Entire Agreement. Except as otherwise expressly provided in this Agreement, this Agreement (including the Exhibits and
Schedules hereto), and any amendments thereto, constitutes the entire agreement of the parties hereto with respect to the subject matter of this Agreement and supersedes all prior agreements and undertakings, both written and oral, between or on
behalf of the parties hereto with respect to the subject matter of this Agreement”. 
 3.2 The Existing Master Agreement Parties agree and
acknowledge that, for the purposes of Section 8.11(b) of the Master Agreement, each Affiliate directly or indirectly transferred to New Genworth pursuant to the Reorganization shall remain an “Affiliate” of Old Genworth and shall
continue to be bound by the restrictions set forth in Sections 2.01(a) and 2.02(b) of the Master Agreement from and after the time of completion of the Reorganization for so long as such entity is an “Affiliate” of Old Genworth under the
Master Agreement. 
  

	4.	General 

 4.1 The Master Agreement as
amended or supplemented by this Agreement shall continue in full force and effect. 
 4.2 The Master Agreement shall be read in conjunction with
this Agreement, and the Master Agreement and this Agreement shall henceforth have effect so far as practicable as if all of the provisions of the Master Agreement and of this Agreement were contained in one instrument. 

4.3 New Genworth hereby unconditionally and irrevocably guarantees, covenants and agrees to be jointly and severally liable with Old Genworth, and each
of Genworth Canada and GFMICC shall have full recourse against Old Genworth and New Genworth both jointly and severally, for the due and punctual performance of all of Old Genworth’s obligations arising under or relating to the Master
Agreement, and New Genworth shall cause Old Genworth to comply with all of Old Genworth’s respective obligations under or relating to the Master Agreement. The obligations of New Genworth pursuant to this Section 4.3 shall only apply if,
at the relevant time, Old Genworth is a Subsidiary of New Genworth. 
 4.4 This Agreement shall be governed by and construed and interpreted in
accordance with the Laws of the Province of Ontario irrespective of the choice of Laws principles. 
 4.5 The parties hereto acknowledge and
agree that this Agreement may be executed by the parties hereto in counterparts, and transmitted by facsimile, each of which when so executed shall be deemed to be an original and each counterpart, together with all counterparts, shall constitute
one and the same document. 
 [Remainder of page intentionally left blank; signature page follows.]








 IN WITNESS WHEREOF each of the parties hereto has caused this Agreement to be executed on the date
first written above by their respective duly authorized officers. 
  

			
	GENWORTH MI CANADA INC.
		
	Per:	 	 /s/ Brian Hurley

	Name:	 	Brian Hurley
	Title:	 	Chairman & CEO
	
	BROOKFIELD LIFE ASSURANCE COMPANY LIMITED
		
	Per:	 	 /s/ Ward E. Bobitz

	Name:	 	Ward E. Bobitz
	Title:	 	President
	
	GENWORTH FINANCIAL, INC.
		
	Per:	 	 /s/ Ward E. Bobitz

	Name:	 	Ward E. Bobitz
	Title:	 	Vice President
	
	GENWORTH FINANCIAL MORTGAGE INSURANCE COMPANY CANADA
		
	Per:	 	 /s/ Brian Hurley

	Name:	 	Brian Hurley
	Title:	 	Chairman & CEO









 SCHEDULE A 
 COUNTERPART TO AMENDMENT NO. 1 TO MASTER AGREEMENT DATED APRIL 1, 2013 

(the “Amendment No. 1”) 
 The undersigned, Sub XLVI, Inc., hereby agrees to be bound by the terms of the Amendment No. 1 as a party to the Amendment No. 1 and shall be entitled to the benefits and be subject to the
obligations of the Amendment No. 1 as though the undersigned had executed the Amendment No. 1 together with the other parties to the Amendment No. 1. 
 DATED April 1, 2013. 
  

			
	SUB XLVI, INC.
		
	Per:	 	 /s/ Ward E. Bobitz

	Name:	 	Ward E. Bobitz
	Title:	 	Vice President