“Shareholder agreement” means the shareholder agreement among Genworth Canada, Brookfield Life Assurance Company Limited (“Brookfield”), Genworth Financial, Genworth Mortgage Holdings, LLC, Genworth Mortgage Insurance Corporation, Genworth Mortgage Insurance Corporation of North Carolina, Genworth Financial International Holdings, Inc., Genworth Residential Mortgage Assurance Corporation and Sub XLVI, Inc. dated July 7, 2009, as amended.