Exhibit 10.8


 


EMPLOYEE MATTERS AGREEMENT


 


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”).


 


Statement
of Background Information


 


WHEREAS, GE, GECC, GEI, GEFAHI
and Genworth have entered into a Master Agreement, dated
        , 2004 (the “Master
Agreement”); and


 


WHEREAS, it is contemplated by
the parties that, for a period of time described herein, commencing on the
Closing Date and ending on the Trigger Date, GE will continue to cover or cause
to be covered as set forth herein the applicable employees of the Genworth
Group in the benefit plans and programs and payroll procedures maintained by
the GE Group; and


 


WHEREAS, it is contemplated by
the parties that, for a period of time described herein, Genworth shall, or
shall cause one of its Affiliates to, provide compensation and employee
benefits to the employees of the Genworth Group as set forth herein; and


 


WHEREAS, the parties desire to
set forth in writing the terms and conditions pursuant to which this Agreement
will operate and thereby supplement the provisions of the Master Agreement.


 


Agreement


 


NOW, THEREFORE, in
consideration of the promises and mutual covenants set forth in the Master
Agreement and herein, and other good and valuable consideration, and contingent
upon the Closing, the parties hereby agree as follows:


 


ARTICLE I



DEFINITIONS


 


For the purposes of this
Agreement, unless otherwise noted, capitalized terms shall have the respective
meanings specified below:


 


“Affiliate” shall have
the meaning ascribed to such term in the Master Agreement.


 


“Agreement” shall have
the meaning ascribed to such term in the preamble hereto, as amended or
supplemented from time to time in accordance with the terms hereof.


 


“Closing” shall have the
meaning ascribed to such term in the Master Agreement.


 


“Closing Date” shall
have the meaning ascribed to such term in the Master Agreement.


 

















 


“COBRA” shall mean the
continuation coverage requirements under Section 4980B of the Code and Part 6
of Subtitle B of Title I of ERISA.


 


“Code” shall mean the
Internal Revenue Code of 1986, as amended from time to time, any successor
statute thereto and all applicable regulations promulgated thereunder.


 


“Company” shall mean (i)
prior to and on the Closing, each Subsidiary of GE listed on Schedule
2.2(a)(ii)(B) of the Master Agreement and each entity held by GE listed on
Schedule 2.2(a)(ii)(C) of the Master Agreement and (ii) immediately after the
Closing, each member of the Genworth Group.


 


“Company Employees”
shall have the meaning ascribed to such term in Article III hereof.


 


“Company Plan Services”
shall have the meaning ascribed to such term in Section 6.02 hereof.


 


“Company Plans” shall
mean all “employee benefit plans” as defined in Section 3(3) of ERISA and all
other benefit or compensation plans, programs, policies, and arrangements
sponsored by the Company and covering the Employees, and shall include, on and
following the Closing Date, the Genworth Equity and Long-Term Performance Award
Plans described in Section 5.01 hereof.


 


“Conversion Ratio” shall
have the meaning ascribed to such term in Section 5.02(b) hereof.


 


“Employees” shall have
the meaning ascribed to such term in Article III hereof.


 


“ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as amended from time to time,
any successor statute thereto and all applicable regulations thereunder.


 


“Excluded Employee
Liabilities” shall have the meaning ascribed to such term in Article II
hereof.


 


“GE” shall have the
meaning ascribed to such term in the preamble hereto.


 


“GE Group” shall have
the meaning ascribed to such term in the Master Agreement.


 


“GE Payroll and Plan
Services” shall have the meaning ascribed to such term in Section 6.01
hereof.


 


“GE Plans” shall mean
all “employee benefit plans” as defined in Section 3(3) of ERISA and all other
benefit or compensation plans, programs, policies, and arrangements, including
workers’ compensation, sponsored by GE or its Affiliate (other than a Company)
and of which the Company is a participating employer, but shall not include any
Company Plan.


 


“GE Retirement Plans”
shall mean the GE Pension Plan, GES&SP,
GE Excess Benefits Plan and GE Supplementary Pension Plan.


 


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“GECC” shall have the
meaning ascribed to such term in the preamble hereto.


 


“GEFAHI” shall have the
meaning ascribed to such term in the preamble hereto.


 


“GEI” shall have the
meaning ascribed to such term in the preamble hereto.


 


“Genworth” shall have
the meaning ascribed to such term in the preamble hereto.


 


“Genworth Business”
shall have the meaning ascribed to such term in the Master Agreement.


 


“Genworth Equity and
Long-Term Performance Award Plans” shall have the meaning ascribed to such
term in Section 5.01 hereof.


 


“Genworth 401(k) Plan”
shall have the meaning ascribed to such term in Section 7.03(e) hereof.


 


“Genworth Group” shall
have the meaning ascribed to such term in the Master Agreement.


 


“Genworth Plan” shall
have the meaning ascribed to such term in Section 7.03(a) hereof.


 


“Genworth Plan Services”
shall have the meaning ascribed to such term in Section 7.04(c)(ii) hereof.


 


“GES&SP”
shall mean the GE Savings and Security Program.


 


“International Benefit
Transition Date” shall mean, with respect to the International Employees,
the Trigger Date, unless another date has been mutually agreed to in writing by
GE and Genworth, but shall in no event be later than the date that is six (6)
months after the Trigger Date.


 


“International Employees”
shall mean Employees who are assigned to operations outside of the United
States.


 


“International Plan”
shall have the meaning ascribed to such term in Section 7.04(b) hereof.


 


“Law” shall have the
meaning ascribed to such term in the Master Agreement.


 


“Liabilities” shall have
the meaning ascribed to such term in the Master Agreement.


 


“Master Agreement” shall
have the meaning set forth in the preamble hereto.


 


“Person” shall have the
meaning ascribed to such term in the Master Agreement.


 


“Restricted Employees”
shall have the meaning ascribed to such term in Section 9.04 hereof.


 


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“Subsidiary” shall have
the meaning ascribed to such term in the Master Agreement.


 


“Term” shall mean the
period commencing on the Closing Date and ending on (i) the Trigger Date or
(ii) in the case of the International Employees, the International Benefit
Transition Date.


 


“Transferred Employees”
shall have the meaning ascribed to such term in Article III hereof.


 


“Transition Services
Agreement” shall have the meaning ascribed to such term in the Master
Agreement.


 


“Trigger
Date” shall have the meaning ascribed to such term in the Master Agreement.


 


“U.S. Employees” shall
mean Employees assigned to operations in the United States.


 


ARTICLE II



ASSUMPTION
OF CERTAIN OBLIGATIONS AND LIABILITIES


 


Effective as of the Closing
Date, Genworth shall, or shall cause one of its Affiliates to, assume or
retain, as the case may be, any and all Liabilities (contingent or otherwise)
relating to, arising out of or resulting from the employment or services, or
termination of employment or services, of any Person with respect to the
Genworth Business, whenever arising, including, but not limited to, any
Liabilities relating to, arising out of or resulting from (i) the Company Plans
and (ii) each of the individual employment, termination, retention, severance
or other similar contracts or agreements that relates to an Employee (whether
or not such Employee is located in the United States); except that, Genworth
or, if applicable, its Affiliate (1) shall not assume or retain the Liabilities
related to the GE Plans, except to the extent such assumptions, retentions or
the obligation to make periodic payments under such plans is described
elsewhere in this Agreement, and (2) shall not assume or retain the Liabilities
solely attributable to the acts or omissions of the GE Group pertaining to
payroll administration and/or payroll systems services provided by or on behalf
of the GE Group prior to the Trigger Date (excluding attorney fees and costs
respecting pending litigation, unless such fees and costs are attributable
solely to payroll administration and/or payroll systems services
provided by or on behalf of the GE Group prior to the Trigger Date).  Such exceptions in (1) and (2) are
collectively referred to as “Excluded Employee Liabilities”.  For purposes of this Article II, any legal
entity whose assets and liabilities are to be transferred to the Genworth Group
on the Closing Date shall be deemed excluded from the GE Group.


 


ARTICLE III


 


EMPLOYMENT


 


As of the
Closing Date, (i) Genworth shall, or shall cause its applicable Affiliates
to, continue to employ as a successor employer all of the employees
(including statutory employees) of the Companies (whether or not such employees
are located in the United States), including all such employees who have rights
of employment on return from any leave or other


 


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absence (all such
employees hereinafter referred to as “Company Employees”), and
(ii) GE shall, or shall cause its applicable Affiliates (other than the
Companies) to, transfer all employees not employed by the Companies but
assigned to the Genworth Business, including all such employees who have rights
of employment on return from any leave or other absence (all such employees
hereinafter referred to as “Transferred Employees”) and Genworth shall,
or shall cause its applicable Affiliates to, employ as a successor employer the
Transferred Employees.  For purposes of
this Agreement, (i) all Company Employees, (ii) all Transferred Employees, and
(iii) those individuals hired after the Closing Date by the Genworth Business
shall collectively be referred to as “Employees.”  As of the Closing Date, Genworth also
agrees, or shall cause its applicable Affiliates, to assume the obligations of
any works council agreement covering the Employees employed by the Companies
outside of the United States. 
Notwithstanding the foregoing, any employee who is employed by GEI and
assigned to the Genworth Business on or after the Closing Date shall become an
Employee on the Trigger Date.


 


ARTICLE IV



PAYROLL;
BENEFITS


 


Section
4.01.        Payroll.  During the Term, for those Employees who are
paid through GE’s or one of its Affiliate’s payroll system immediately prior to
the Closing Date, such Employees shall continue to be paid through GE’s or one
of its Affiliate’s payroll system. 
Those applicable Employees who are hired after the Closing Date by the
Genworth Business shall also be paid through GE’s or one of its Affiliate’s
payroll system during the Term.  For
those Employees with payroll withholding elections (such as those related to
income taxes, qualified retirement plans, group health and welfare plans, etc.)
in effect immediately prior to the Closing Date, such Employees’ elections
shall remain the same during the Term as such elections were as of the Closing
Date, except to the extent an Employee elects (in a manner permitted to
employees and plan participants generally) to change any such election.


 


Section
4.02.        GE
Plans.  During the Term, for those
Employees who are eligible to participate in the GE Plans immediately prior to
the Closing Date (or who would become eligible upon meeting certain eligibility
requirements or upon satisfaction of any waiting periods under such plans),
such Employees shall continue to be eligible to participate in such GE Plans
(but excluding any GE Plans providing for cash or other bonus awards, stock
options, stock awards, restricted stock, other equity-related awards or
long-term performance awards other than the GE Incentive Compensation Plan as
described in Article V hereof).  Those
applicable Employees who are hired after the Closing Date by the Genworth Business
shall also be eligible to participate in the applicable GE Plans during the
Term upon meeting certain eligibility requirements or upon satisfaction of any
waiting periods under such plans.  GE or
its Affiliate, as the case may be, shall continue to be responsible for
operating and administering the provisions of the GE Plans.


 


Section
4.03.        Company
Plans.  During the Term, for those
Employees who are eligible to participate in the Company Plans immediately
prior to the Closing Date (or who would become eligible upon meeting certain
eligibility requirements or upon satisfaction of any waiting periods under such
plans), such Employees shall continue to be eligible to participate in such
Company Plans.  Those applicable
Employees who are hired after the Closing Date by the


 


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Genworth Business shall also be eligible to participate in the
applicable Company Plans during the Term upon meeting certain eligibility
requirements or upon satisfaction of any waiting periods under such plans.  The applicable Company shall continue to be
responsible for operating and administering the provisions of the applicable
Company Plans with support from GE consistent with past practice.


 


ARTICLE V



INCENTIVE
COMPENSATION


 


Section
5.01.        Establishment
of Genworth Equity and Long-Term Performance Award Plans.  Effective as of the Closing Date, Genworth
shall, or shall cause one of its Affiliates to, establish, adopt and maintain a
plan or plans for the benefit of selected Employees providing for cash or other
bonus awards, stock options, stock awards, restricted stock, other
equity-related awards and long-term performance awards (collectively, the “Genworth
Equity and Long-Term Performance Award Plans”); provided, however,
that such Employees shall continue to participate in the GE Incentive
Compensation Plan, and Genworth’s plan providing for annual cash or other bonus
awards shall not be effective, until the Trigger Date.  During the Term, GE will cooperate with
Genworth to support its operation and administration of the Genworth Equity and
Long-Term Performance Award Plans.


 


Section
5.02.        Existing
Arrangements.


 


(a)           Annual Incentive
Compensation.  GE will pay a pro
rata bonus attributable to the portion of the calendar year occurring prior to
the Trigger Date to eligible Employees who immediately prior to the Trigger
Date have participated in the GE Incentive Compensation Plan subject to the
terms and practices of such plan.  Genworth shall reimburse GE promptly for any
payments of such foregoing amounts upon the receipt of billing(s) for such
amounts.


 


(b)           GE Stock Options,
Stock Appreciation Rights and Restricted Stock Units.  Except as provided in Schedule I hereof, all
GE stock options that are vested and held by Employees as of the Closing Date
will be exercisable in accordance with their terms and the GE 1990 Long-Term
Incentive Plan.  All GE stock options
that are unvested and held by Employees as of the Closing Date and all GE stock
appreciation rights (whether or not vested) held by Employees as of the Closing
Date will be cancelled and converted on the Closing Date to a like award of (or
denominated in) Genworth common stock based on a ratio equal to the initial
offering price of Genworth common stock divided by the weighted-average stock
price of GE common stock for the trading day immediately prior to the Closing
Date (the “Conversion Ratio”).  All GE
restricted stock units held by Employees as of the Closing Date will be
cancelled and converted on the Closing Date to Genworth restricted stock units
based on the Conversion Ratio.  In all
other respects, the converted awards held by Employees will be subject to the
same terms and conditions as set forth respectively in the original award
grants and, if applicable, the GE 1990 Long-Term Incentive Plan; provided,
however, that no such awards shall vest solely as a result of the
Trigger Date.


 


(c)           Long-Term
Contingent Performance Incentive Awards. 
For purposes of determining eligibility for long-term contingent
performance incentive awards granted to


 


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Employees in March 2003 under the GE Long-Term Incentive Plan for the
2003 through 2005 period, employment with the Company shall be treated as
employment with GE (or an applicable GE Affiliate).  GE will pay a prorated award, for the 2003 through 2005 period,
equal to one-third (1/3)
of the payment that otherwise would be paid in the absence of such proration,
in 2006, provided the terms and conditions for the payment of such award as set
forth in the original grant and the GE 1990 Long-Term Incentive Plan are
satisfied.


 


ARTICLE VI



PAYMENTS


 


Section
6.01.        GE
Payroll and Plan Services.  During
the Term, in consideration for the payment of the Employees through GE’s or one
of its Affiliate’s payroll system, the participation of the Employees in the GE
Plans, and the operation and administration of the GE Plans by GE and its
Affiliates for the benefit of current and former Employees pursuant to this
Agreement (the “GE Payroll and Plan Services”), Genworth shall pay GE,
and reimburse it for, the costs incurred by the GE Group, plus reasonable
expenses, associated with such GE Payroll and Plan Services.  All such foregoing amounts under this
Section 6.01 will be calculated, billed and paid consistent with the practices
and procedures established and uniformly applied to GE businesses; provided,
however, (i) GE shall not bill Genworth to the extent any such costs or
expenses were previously paid by Genworth (as an Affiliate of GE) prior to the
Closing Date and (ii) in no event will Genworth be billed more for the services
relating to (A) the participation of the U.S. Employees in the GE Plans and (B)
the operation and administration of the GE Plans by GE and its Affiliates for
the benefit of current and former U.S. Employees pursuant to this Agreement,
than the cost it would have incurred if it had established mirror plans for the
U.S. Employees during the Term.


 


Section
6.02.        Company
Plan Services.  During the Term, in
consideration for GE’s cooperation in the operation and administration of any
Company Plan, including the Genworth Equity and Long-Term Performance Award
Plans established pursuant to Section 5.01 hereof, by Genworth and its
Affiliates for the benefit of current and former Employees pursuant to this
Agreement (the “Company Plan Services”), Genworth shall pay GE, and
reimburse it for, the reasonable costs incurred by the GE Group that are
associated with such Company Plan Services. 
All such foregoing amounts under this Section 6.02 will be calculated,
billed and paid consistent with the practices and procedures established for
such Company Plans in effect immediately prior to the Closing Date or, in the
event of a new service, on a cost liquidation basis; provided, however,
GE shall not bill Genworth to the extent any such costs or expenses were
previously paid by Genworth (as an Affiliate of GE) prior to the Closing Date.


 


Section
6.03.        Other
Genworth Obligations.  The amounts
described in Sections 6.01 and 6.02 above shall be in addition to Genworth’s
reimbursement and other obligations under this Agreement, including but not
limited to Article VII hereof.


 


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ARTICLE VII



ADDITIONAL
GENWORTH COVENANTS


 


Section
7.01.        Termination
of Participation in GE Plans.


 


(a)           In
General.  (i) Except as otherwise
specifically provided in this Agreement, effective as of the Trigger Date, all
Employees and their dependents will cease any participation in, and any benefit
accrual under, each of the GE Plans; provided, that any Employee who as
of the Trigger Date has rights of employment on return from any leave or other
absence will terminate participation in the GE Plans effective as of the close
of business on the day before such Employee returns to active employment with
the Company and no further benefits shall accrue under such GE Plans with
respect to such Employee or any beneficiary thereof effective as of such return
date.


 


(ii)           Except as otherwise
specifically provided in this Agreement, neither Genworth nor any other member
of the Genworth Group shall assume any obligations under or Liabilities with
respect to, and shall not receive any right or interest in, any of the GE
Plans.


 


(b)           U.S. Retirement Plans.  As of
the Trigger Date, Employees shall cease to accrue benefits, if any, under the GE
Retirement Plans.  Effective as of the Trigger Date, GE shall take
all necessary action, if any, to (i) effect such cessation of participation,
and (ii) cause the Employees to be fully vested in any GE Retirement Plan (to
the extent not then fully vested), except that with respect to the GE
Supplementary Pension Plan, GE shall only be required to vest such Employee if
the Employee has had ten (10) years of pension qualified service.  No assets or liabilities with respect to the
GE Retirement Plans shall be transferred to Genworth as a result of this
Agreement.  GE shall pay, or cause to be
paid, directly to the Employees (including their surviving spouses and beneficiaries)
any vested retirement benefits to which they are entitled under the GE
Retirement Plans when eligible to receive such payments under the terms of such
plans.


 


(c)           U.S.
Post-Retirement Welfare Benefits. 
GE and its applicable Affiliates
shall retain any obligations they may have to provide post-retirement welfare
benefits in accordance with the terms of the GE Life, Disability and Medical
Plan, as in effect from time to time, to all former Employees of the Genworth
Business and their eligible dependents who are currently receiving such benefits
as of the Trigger Date.  In addition, GE
and its applicable Affiliates shall remain obligated to provide such coverage,
consistent with the terms of such plan as in effect from time to time, to all
Employees and their eligible dependents who, as of the Trigger Date, are
participants in the plan and either (i) have completed twenty-five (25) years
of continuous service or pension qualified service with the Company, its
Affiliates and their respective predecessors or (ii) have attained at least
sixty (60) years of age and have completed at least ten (10) years of
continuous service, in either case upon such Employees’ election to participate
in the GE Life, Disability and Medical Plan. 
Such participation shall be under circumstances and at the applicable contribution
levels entitling them to receive such benefits pursuant to the terms of the GE
Life, Disability and Medical Plan as in effect from time to time.  Genworth shall reimburse GE promptly for any
payments of post-retirement welfare benefits


 


8

















 


made by GE or its applicable Affiliates to
the eligible Employees and their eligible dependents pursuant to such coverage
upon the receipt of periodic billings for such amounts.


 


(d)           U.S. Other Welfare Benefits.  Except
as otherwise expressly provided in this Agreement, GE or one of its Affiliates
shall retain responsibility under the GE Plans that are welfare benefit plans
in which the Employees participate with respect to all amounts that are payable
by reason of, or in connection with, any and all welfare benefit claims made by
the Employees and their eligible dependents but only to the extent such claims
were incurred prior to the Trigger Date. 
However, Genworth shall reimburse GE promptly for (i) (A) any payments
of welfare benefits made by GE or one of its Affiliates on or after the Trigger
Date to eligible Employees and their eligible dependents pursuant to any
self-insured GE Plans with respect to claims incurred prior to the Trigger Date
or (B) any payments of welfare benefits made by GE or one of its Affiliates on
or after the Trigger Date to eligible Employees who are inactive as of the
Trigger Date and their eligible dependents pursuant to any self-insured GE
Plans with respect to claims incurred the day before such Employees’ return to
active employment with the Company, and (ii) any payments of premiums made by
GE or one of its Affiliates on behalf of eligible Employees who are inactive as
of the Trigger Date and their eligible dependents pursuant to any insured GE
Plans with respect to coverage ending the day before such Employees’ return to
active employment with the Company, in each case upon the receipt of periodic
billings for such amounts.  Genworth
and its Affiliates shall be otherwise responsible for welfare benefit claims
made by the Employees and their eligible dependents to the extent such claims
were incurred on or after the Trigger Date.


 


Section
7.02.        Compensation.  For a period from the Closing Date until at
least one year following the Trigger Date (or for such longer period as
required by the Laws of any country other than the United States), each
Employee shall be entitled to receive while in the employ of the Company at
least the same (on an aggregate basis) salary, wages, bonus opportunities and,
in the case of an International Employee, other compensation as were provided
by the Company, or were otherwise applicable, to such Employee immediately
prior to the Closing Date.


 


Section
7.03.        U.S.
Benefits.


 


(a)           Genworth Plans.  Effective as of the Trigger Date, Genworth
shall, or shall cause one of its Affiliates to, establish, adopt and maintain
for a period of at least one year following the Trigger Date such employee
benefits pursuant to plans, programs, policies and arrangements for the U.S.
Employees that provide benefits to such U.S. Employees that are at least
substantially comparable in the aggregate to the value of those benefits
provided to them pursuant to the GE Plans in effect immediately prior to the
Trigger Date (each such plan, program, policy and arrangement, a “Genworth
Plan”).  For avoidance of any doubt,
no plan of the types described in Section 5.01 hereof shall be taken into
account in determining whether the Genworth Plans are substantially comparable
in the aggregate.  Notwithstanding any
of the foregoing to the contrary, Genworth shall, or shall cause one of its
Affiliates to, provide severance benefits to any U.S. Employee who is laid off
during the one-year period following the Trigger Date in an amount that is at least
equal to the severance benefits that would have been paid to such employee
pursuant to the terms of the applicable GE or GECC severance plan as in


 


9

















 


effect immediately prior to the Trigger Date, to be calculated,
however, on the basis of the U.S. Employee’s compensation and continuous
service at the time of the layoff.


 


(b)           Past Service
Credit.  All U.S. Employees shall be
credited for service with the Company, GE, their respective Affiliates and
their respective predecessors on and prior to the Trigger Date under all
Genworth Plans and practices in which they become participants for all
purposes, but excluding benefits accrual under any defined benefit plan, to the
extent such service was credited under the corresponding GE Plan and practices.


 


(c)           Group Health
Plans.  Genworth shall, or shall
cause one of its Affiliates to, cause the Genworth Plans to waive any
pre-existing conditions limitation and recognize expenses incurred by a U.S.
Employee prior to the Trigger Date for purposes of out-of-pocket maximums and
deductibles with respect to the calendar year in which the Trigger Date occurs.


 


(d)           Vacation.  Genworth shall, or shall cause one of its
Affiliates to, recognize any unused vacation entitlement of the U.S. Employees
as of the Trigger Date, and provide all U.S. Employees such unused vacation
entitlement.


 


(e)           401(k) Plan.  Effective as of the Trigger Date, Genworth
shall have in effect a qualified defined contribution plan (the “Genworth
401(k) Plan”) that includes a qualified cash or deferred arrangement within
the meaning of section 401(k) of the Code designed to provide benefits as of
the Trigger Date to the U.S. Employees participating in the GES&SP immediately prior to the
Trigger Date.  Effective as of the
Trigger Date, each U.S. Employee who was a participant in the GES&SP shall be entitled to a
distribution of his or her respective account balance in accordance with the
terms of the GES&SP.  The Genworth 401(k) Plan shall provide for
the receipt of such individual rollovers of benefits so distributed from the
GES&SP.


 


(f)            COBRA.  Following the Trigger Date, Genworth shall,
or shall cause one of its Affiliates to, provide continuation health care coverage to all U.S. Employees
and their qualified beneficiaries who incur or incurred a qualifying event in
accordance with COBRA at any time with respect to claims incurred on or after
the Trigger Date.


 


Section
7.04.        International
Benefits.


 


(a)           International
Employees.  In the case of the
International Employees, Genworth shall, and shall cause its Affiliates to,
comply with any applicable foreign Law or practices governing the terms and
conditions of their employment or severance of employment.


 


(b)           Continuation of
International Plans.  If an employee
benefit plan, program, policy or arrangement is subject to the Laws of a
country other than the United States (an “International Plan”) and
covers only International Employees, Genworth shall, or shall cause one of its
Affiliates to, assume or continue, as the case may be, sponsorship over and
assumption of all obligations with respect to such International Plan.  Such International Plan shall be continued
on the same terms for such International Employees for a period of at least one
year following the Trigger Date or such longer period as may be required under
applicable foreign Law or practice.


 


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(c)           Establishment of
Mirror International Plans.  (i) If
an International Plan sponsored by GE or its Affiliate (other than a Company)
covers employees of the GE Group in addition to International Employees,
effective as of the International Benefit Transition Date, Genworth shall, or
shall cause one of its Affiliates to, establish or maintain for the benefit of
such International Employees (and not former International Employees) mirror
benefit plans for a period from the International Benefit Transition Date until
at least one year following the Trigger Date or such longer period as may be
required under applicable foreign Law or practice with provisions that are
identical to the highest degree possible to the provisions that are in effect
immediately prior to the International Benefit Transition Date under the
corresponding International Plan.  All
obligations attributable to such International Employees under such
International Plans shall be assumed by Genworth and its Affiliates under such
mirror plans as of the International Benefit Transition Date.


 


(ii)           If an International
Plan sponsored by Genworth or its Affiliate (other than a member of the GE
Group) covers employees of the GE Group in addition to International Employees,
effective as of the International Benefit Transition Date, GE shall, or shall
cause one of its Affiliates to, establish or maintain benefit plans for the
benefit of such current (and not former) employees of the GE Group.  All obligations attributable to such current
employees of the GE Group under such International Plans shall be assumed by GE
and its Affiliates under such GE benefit plans as of the International Benefit
Transition Date.  During the Term, in
consideration for participation of the employees of the GE Group in any
International Plan sponsored by Genworth or its Affiliate and the operation and
administration of such International Plans by Genworth and its Affiliates for
the benefit of current and former employees of the GE Group pursuant to this
Agreement (the “Genworth Plan Services”), GE shall pay Genworth, and
reimburse it for, the costs incurred by the Genworth Group, plus reasonable
expenses, associated with such Genworth Plan Services.  All such foregoing amounts under this
Section 7.04(c)(ii) will be calculated, billed and paid consistent with the
practices and procedures established for such International Plans in effect
immediately prior to the Closing Date; provided, however,
Genworth shall not bill GE to the extent any such costs or expenses were
previously paid by GE (or an Affiliate of GE) prior to the Closing Date.


 


(d)           Funded
International Plan.  To the extent
that any International Plan described in Section 7.04(c) above is a funded
defined benefit or defined contribution pension plan with assets residing in a
trust, GE and Genworth, respectively, shall determine a proportionate amount of
the trust assets corresponding to, and not to exceed the liabilities under,
such plan that is attributable to the International Employees and current
employees of the GE Group, respectively. 
Such amount shall be transferred from such trust to the corresponding
trust for the pension plan referred to in Section 7.04(c) above as soon as
practicable after the International Benefit Transition Date.  The amount to be transferred shall be
determined by the plan sponsor subject to mutual agreement by GE and Genworth
and, in the case of defined benefit pension plans, shall be based upon
generally accepted country- and plan-specific actuarial assumptions and the
accrued (but not projected) benefit obligation method.  Notwithstanding the foregoing provisions of
this Section 7.04(d), no part of the trust assets of the Canadian General
Electric Pension Plan shall be transferred from such plan’s trust fund to the
corresponding trust for the mirror pension plan referred to in Section 7.04(c)
above, and GE shall retain all obligations attributable to the International
Employees under the Canadian General


 


11

















 


Electric Pension Plan accrued as of the International Benefit
Transition Date applicable to such employees.


 


(e)           Past Service
Credit.  In addition to the other
requirements of this Section 7.04, the International Employees shall be
credited with service consistent with the principles set forth in Section
7.03(b) above and applicable Law.


 


Section
7.05.        No
Guarantee of Continued Employment.  Neither
Genworth nor any of its Affiliates shall be obligated to continue to employ any
Employee for any specific period of time, subject to applicable Law.


 


Section
7.06.        Claims
Assistance.  Genworth shall, and
shall cause each other Company to, permit Employees to provide such assistance
to GE as may be required in respect of claims arising from the employment
relationship against GE or its Affiliates, whether asserted or threatened, to
the extent that, in GE’s opinion, (a) an Employee has knowledge of relevant
facts or issues, or (b) an Employee’s assistance is reasonably necessary in
respect of any such claim.


 


ARTICLE VIII



PERFORMANCE
AND COOPERATION


 


Section
8.01.        Level
of Performance.  In performing its
obligations under this Agreement, each of GE and Genworth agrees that it and
its respective Affiliates, as applicable, shall in good faith exercise the same
standard of care as each has used to perform such services for its own account
and for its other employees, except as mutually agreed to in writing by GE and
Genworth.


 


Section
8.02.        Delivery
of Information; Cooperation Between the Parties.  GE and Genworth shall, and shall cause their respective
Affiliates to, provide each other with all such information and materials
reasonably necessary to effect GE’s and Genworth’s prompt and complete
performance of their duties and obligations under this Agreement and the GE
Plans.  The parties agree that they
shall cooperate with each other and shall act in such a manner as to promote
the prompt and efficient completion of the obligations hereunder.


 


ARTICLE IX


 


NON-HIRE;
NON-SOLICITATION


 


Section
9.01.        Non-Hire.


 


(a)           From the date of
this Agreement until the Trigger Date, no member of the Genworth Group will,
without the prior written consent of GE, either directly or indirectly, on its
own behalf or in the service of or on behalf of others, hire, or attempt to
hire, any person employed by any member of the GE Group.


 


(b)           From the date of
this Agreement until the Trigger Date, no member of the GE Group will, without
the prior written consent of Genworth, either directly or indirectly, on its


 


12

















 


own behalf or in the service of or on behalf of others, hire, or
attempt to hire, any person employed by the Genworth Group.


 


Section
9.02.        Non-Solicitation
by Genworth Group.


 


(a)           For
a period of one year following the Trigger Date, no member of the Genworth
Group will, directly or indirectly, induce or attempt to induce to leave the
employ of any member of the GE Group any person who at the time occupies a
position:  (i) assigned to the Senior
Executive Band, (ii) assigned to the Executive Band and employed in the GE
businesses known as Asset Management, GE Capital International Services, Inc.,
Consumer Finance, or Employers Reinsurance Corporation, or (iii) involved in
risk modeling at GE’s Global Research and Development Center, whether or not
such employee is a full-time or a temporary employee of the GE Group, and
whether or not such employment is pursuant to written agreement.


 


(b)           For a period of two
years following the Trigger Date, no member of the Genworth Group will,
directly or indirectly, induce or attempt to induce to leave the employ of any
member of the GE Group any person who at the time is serving as an Officer of
GE.


 


Section 9.03.        Non-Solicitation
by GE Group.


 


(a)           For a period of one
year following the Trigger Date, no member of the GE Group will, directly or
indirectly, induce or attempt to induce to leave the employ of any member of
the Genworth Group any person who occupies a position: (i) assigned to the
Senior Executive Band, (ii) assigned to the Executive Band, (iii) assigned to
the Senior Professional Band and working in the functional areas of sales and
marketing, risk management, actuarial services, finance, capital markets —
management, product development – management, information technology or the
Genworth Leadership Development Program, or (iv) involved in risk modeling,
whether or not such employee is a full-time or a temporary employee of the Genworth
Group, and whether or not such employment is pursuant to written agreement.


 


(b)           For two years
following the Trigger Date, no member of the GE Group will, directly or
indirectly, induce or attempt to induce to leave the employ of any member of
the Genworth Group any person who, on the day before the Trigger Date, occupied
a GE Officer position.


 


Section
9.04.        Exceptions.  Notwithstanding the limitations in Sections
9.02 and 9.03 hereof applicable to particular categories of GE and Genworth
employees (collectively, the “Restricted Employees”), such limitations
will not: (i) prohibit members of the GE Group or the Genworth Group from
attempting to hire or hiring any Restricted Employee after the termination of
such employee’s employment by a member of the GE Group or the Genworth Group or
(ii) prohibit members of the GE Group or Genworth Group from placing
public advertisements or conducting any other form of general solicitation that
is not specifically targeted towards the Restricted Employees, including, but
not limited to, the use of an independent employment agency or search firm
whose efforts are not specifically directed at Restricted Employees.


 


13

















 


ARTICLE X


 


MISCELLANEOUS


 


Section 10.01.      Headings.  The headings contained herein are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.


 


Section
10.02.      Counterparts.  This Agreement may be executed in one or
more counterparts, and by the different parties to each such agreement in
separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same
agreement.  Delivery of an executed
counterpart of a signature page to this Agreement by facsimile shall be as
effective as delivery of a manually executed counterpart of any such Agreement.


 


Section
10.03.      Assignment;
No Third-Party Beneficiaries.  This
Agreement shall not be assigned by any party hereto without the prior written
consent of the other parties hereto. 
This Agreement is for the sole benefit of the parties to this Agreement
and their permitted successors and assigns and nothing in this Agreement,
express or implied, is intended to or shall confer upon any other Person or
entity any legal or equitable right, benefit or remedy of any nature whatsoever
under or by reason of this Agreement.


 


Section
10.04.      Amendment.  No provision of this Agreement may be
amended or modified except by a written instrument signed by all the parties to
such agreement.  No waiver by any party
of any provision hereof shall be effective unless explicitly set forth in
writing and executed by the party so waiving. 
The waiver by either party hereto of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any other subsequent
breach.


 


Section
10.05.      Severability.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced under any Law or
as a matter of public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect.  Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties
to this Agreement shall negotiate in good faith to modify this Agreement so as
to effect the original intent of the parties as closely as possible in a
mutually acceptable manner in order that the transactions contemplated by this
Agreement be consummated as originally contemplated to the greatest extent
possible.


 


Section
10.06.      Entire
Agreement.  Except as otherwise
expressly provided in this Agreement, this Agreement 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.


 


Section
10.07.      Coordination
with Master Agreement.  The
following articles and sections from the Master Agreement are hereby
incorporated by reference as if fully set forth herein:  Section 6.2 (Confidentiality); Section 6.5
(Allocation of Costs and Expenses); Article IX (Dispute Resolution); 10.2
(Governing Law); Section 10.4 (Force Majeure); and Section 10.6 (Notices).


 


14

















 


IN WITNESS WHEREOF, each of the
parties hereto has caused this Agreement to be signed as of the date first
above written.


 


	
   

  	
  GENERAL
  ELECTRIC COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL
  ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GEI, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GE FINANCIAL
  ASSURANCE HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENWORTH
  FINANCIAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


15

















Schedule I


 


SPECIAL EQUITY COMPENSATION ARRANGEMENTS


 


1.                                       Michael
Fraizer’s vested GE stock options will be cancelled and converted on the same
basis as unvested GE stock options are cancelled and converted under this
Agreement.