Exhibit
10.3


 


TRANSITION
SERVICES AGREEMENT


 


dated
            , 2004


 


among


 


GENERAL
ELECTRIC COMPANY,


 


GENERAL
ELECTRIC CAPITAL CORPORATION,


 


GEI,
INC.,


 


GE
FINANCIAL ASSURANCE HOLDINGS, INC.,


 


GNA
CORPORATION,


 


GE
ASSET MANAGEMENT INCORPORATED,


 


GE
MORTGAGE HOLDINGS LLC


 


and


 


GENWORTH
FINANCIAL, INC.


 

















 


TABLE OF
CONTENTS


 


	
  Article I

  	
  DEFINITIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.01.

  	
  Certain Defined
  Terms

  	
   

  
	
  SECTION 1.02.

  	
  Other Terms

  	
   

  
	
   

  	
   

  	
   

  
	
  Article II

  	
  SERVICES AND TERMS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01.

  	
  Services; Scope

  	
   

  
	
  SECTION 2.02.

  	
  Conversion Services

  	
   

  
	
  SECTION 2.03.

  	
  GE Services Manager

  	
   

  
	
  SECTION 2.04.

  	
  Company Services
  Manager

  	
   

  
	
  SECTION 2.05.

  	
  Performance and
  Receipt of Services

  	
   

  
	
   

  	
   

  	
   

  
	
  Article III

  	
  OTHER ARRANGEMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01.

  	
  Vendor Agreements

  	
   

  
	
  SECTION 3.02.

  	
  Six Sigma Programs.

  	
   

  
	
   

  	
   

  	
   

  
	
  Article IV

  	
  ADDITIONAL AGREEMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01.

  	
  Leases

  	
   

  
	
  SECTION 4.02.

  	
  Computer-Based
  Resources

  	
   

  
	
  SECTION 4.03.

  	
  GRC Matters

  	
   

  
	
  SECTION 4.04.

  	
  Consents

  	
   

  
	
  SECTION 4.05.

  	
  Access

  	
   

  
	
  SECTION 4.06.

  	
  Management
  Consulting Services

  	
   

  
	
   

  	
   

  	
   

  
	
  Article V

  	
  COSTS AND
  DISBURSEMENTS; PAYMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01.

  	
  Costs
  and Disbursements; Payments

  	
   

  
	
   

  	
   

  	
   

  
	
  Article VI

  	
  STANDARD
  FOR SERVICE; COMPLIANCE WITH LAWS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01.

  	
  Standard for Service

  	
   

  
	
  SECTION 6.02.

  	
  Compliance with Laws

  	
   

  
	
   

  	
   

  	
   

  
	
  Article VII

  	
  INDEMNIFICATION;
  LIMITATION ON LIABILITY

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01.

  	
  Limited Liability of
  a Provider

  	
   

  
	
  SECTION 7.02.

  	
  Indemnification by
  Each Provider

  	
   

  
	
  SECTION 7.03.

  	
  Indemnification by
  Each Recipient

  	
   

  
	
  SECTION 7.04.

  	
  Indemnification
  Procedures

  	
   

  
	
  SECTION 7.05.

  	
  Limitation on
  Liability

  	
   

  
	
  SECTION 7.06.

  	
  Liability for
  Payment Obligations

  	
   

  
	
  SECTION 7.07.

  	
  Exclusions

  	
   

  
	
   

  	
   

  	
   

  
	
  Article VIII

  	
  DISPUTE RESOLUTION

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01.

  	
  Applicable Law

  	
   

  
	
  SECTION 8.02.

  	
  Dispute Resolution

  	
   

  
	
   

  	
   

  	
   

  
	
  Article IX

  	
  TERMINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01.

  	
  Termination

  	
   

  
					



 


i

















 


	
  SECTION 9.02.

  	
  Effect of
  Termination

  	
   

  
	
  SECTION 9.03.

  	
  Survival

  	
   

  
	
  SECTION 9.04.

  	
  Business Continuity;
  Force Majeure

  	
   

  
	
   

  	
   

  	
   

  
	
  Article X

  	
  GENERAL PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01.

  	
  Independent
  Contractors

  	
   

  
	
  SECTION 10.02.

  	
  Subcontractors

  	
   

  
	
  SECTION 10.03.

  	
  Additional Services;
  Books and Records

  	
   

  
	
  SECTION 10.04.

  	
  Confidential
  Information

  	
   

  
	
  SECTION 10.05.

  	
  Notices

  	
   

  
	
  SECTION 10.06.

  	
  Taxes

  	
   

  
	
  SECTION 10.07.

  	
  Regulatory
  Approval and Compliance

  	
   

  
	
  SECTION 10.08.

  	
  Severability

  	
   

  
	
  SECTION 10.09.

  	
  Entire Agreement

  	
   

  
	
  SECTION 10.10.

  	
  Assignment; No
  Third-Party Beneficiaries

  	
   

  
	
  SECTION 10.11.

  	
  Amendment

  	
   

  
	
  SECTION 10.12.

  	
  Rules of
  Construction

  	
   

  
	
  SECTION 10.13.

  	
  Counterparts

  	
   

  
	
  SECTION 10.14.

  	
  No Right to Set-Off

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE A

  	
  GE Services

  	
   

  
	
  SCHEDULE A-1

  	
  Investment IT Services

  	
   

  
	
  SCHEDULE B

  	
  Company Services

  	
   

  
	
  SCHEDULE C-1

  	
  Leased Facilities
  (GE to Company)

  	
   

  
	
  SCHEDULE C-2

  	
  Leased Facilities
  (Company to GE)

  	
   

  
	
  SCHEDULE D

  	
  GRC Projects

  	
   

  
	
  SCHEDULE E

  	
  Management Consulting
  Services

  	
   

  
	
  SCHEDULE F

  	
  Business Associate
  Addendum

  	
   

  
				



 


ii

















 


This Transition Services
Agreement, dated           ,
2004 (this “Agreement”), is made by and among GENERAL ELECTRIC COMPANY,
a New York corporation (“General Electric”), GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation (“GE Capital”), GEI, INC., a
Delaware corporation (“GEI”), GE FINANCIAL ASSURANCE HOLDINGS, INC., a
Delaware corporation (“GEFAHI”), GNA CORPORATION, a Washington
corporation (“GNA”), GE ASSET MANAGEMENT INCORPORATED, a Delaware
corporation (“GEAM”), GE MORTGAGE HOLDINGS LLC, a North Carolina limited
liability company (“GEMH”), and GENWORTH FINANCIAL, INC., a Delaware
corporation (“Genworth”).


 


RECITALS


 


A.                                   General
Electric, GE Capital, GEI, GEFAHI and Genworth entered into a Master Agreement,
dated as of the date hereof  (the “Master
Agreement”).


 


B.                                     It
is contemplated by the Master Agreement that after the date hereof (i) General
Electric will continue to provide, or cause to continue to be provided, certain
administrative and support services and other assistance to Genworth (together
with its Subsidiaries, including GNA and GEMH, collectively hereinafter
referred to as the “Company”) on a transitional basis and in accordance
with the terms and subject to the conditions set forth herein, and (ii) the
Company will continue to provide, or cause to continue be provided, certain
administrative and support services and other assistance to General Electric
(together with its Subsidiaries, including GE Capital, GEFAHI, and GEAM (but
excluding Genworth and its Subsidiaries), collectively hereinafter referred to
as “GE”) on a transitional basis and in accordance with the terms and
subject to the conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual agreements contained herein and
for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto hereby agree as follows:


 


ARTICLE I



DEFINITIONS


 


SECTION 1.01.                 Certain
Defined Terms.  Unless otherwise
defined herein, all capitalized terms used herein shall have the same meaning
as in the Master Agreement.


 


The following capitalized
terms used in this Agreement shall have the meanings set forth below:


 


“Cross License”
means the Intellectual Property Cross License, dated as of the date hereof, by
and between General Electric and Genworth.


 


“European Transition
Services Agreement” means the Transitional Services Agreement, dated as of
the date hereof, between Financial Insurance Group Services Limited and GE Life
Services Limited.


 

















 


“GEFAHI Divested
Companies” means the following companies and their associated business
divested by GEFAHI on or about August 29, 2003:  (i) GE Property and Casualty Insurance Company; (ii) GE Casualty
Insurance Company; (iii) GE Indemnity Insurance Company; (iv) GE Auto &
Home Insurance Company, (v) Bayside Casualty Insurance Company; (vi) GE
Financial Assurance Japan Ltd.; (vii) GE Edison Life Insurance Company; (viii)
Toho Shinyo Hosho Company; and (ix) GE Edison Services Company.


 


“Information Systems”
means computing, telecommunications or other digital operating or processing
systems or environments, including, without limitation, computer programs,
data, databases, computers, computer libraries, communications equipment,
networks and systems.  When referenced
in connection with Services, Information Systems shall mean the Information
Systems accessed and/or used in connection with the Services.


 


“Intellectual Property”
means all of the following, whether protected, created or arising under the
laws of the United States or any other foreign jurisdiction: (i) patents,
patent applications (along with all patents issuing thereon), statutory
invention registrations, divisions, continuations, continuations-in-part,
substitute application of the foregoing and any extensions, reissues,
restorations and reexaminations thereof, and all rights therein provided by
international treaties or conventions, (ii) copyrights, mask work rights,
database rights and design rights, whether or not registered, published or
unpublished, and registrations and applications for registration thereof, and
all rights therein whether provided by international treaties or conventions or
otherwise, (iii) trademarks, service marks, trade dress, logos and other
identifiers of source, including all goodwill associated therewith and all
common law rights, registrations and applications for registration thereof, and
all rights therein provided by international treaties or conventions, and all
reissues, extensions and renewals of any of the foregoing, (iv) intellectual property
rights arising from or in respect of domain names, domain name registrations
and reservations, (v) trade secrets, (vi) intellectual property rights arising
from or in respect of Technology, and (vii) all other applications and
registrations related to any of the intellectual property rights set forth in
the foregoing clauses (i) – (vi) above.


 


“Investment Management
Agreements” means each of the Amended and Restated Investment Management
and Services Agreements dated as of the date hereof between GEAM and one or
more Subsidiaries of Genworth.


 


“Provider” means
the party providing a Service under this Agreement.


 


“Recipient” means
the party to whom a Service under this Agreement is being provided.


 


“Representative(s)”
of a Person means any director, officer, employee, agent, consultant,
accountant, auditor, financing source, attorney, investment banker or other
representative of such Person.


 


“Retained Businesses”
means the insurance businesses owned or managed, directly or indirectly, by
General Electric or one of its Subsidiaries immediately prior to the Closing
and any other businesses owned or managed, directly or indirectly, by General
Electric or one of its Subsidiaries immediately prior to the Closing that
received any service or support


 


2

















 


substantially the same as
the Company Services described in Schedule B hereto from GEFAHI or
the Company at any time prior to the Closing, in each case to the extent such
businesses are not transferred or contributed to the Company at the Closing.


 


“Software” means
the object and source code versions of computer programs and any associated
documentation therefore.


 


“Service(s)”
means, individually and collectively, the GE Services, Company Services and
Undertakings (but specifically excludes the Management Consulting Services).


 


“Service Termination
Date” shall have the meaning specified in Schedule A, Schedule A-1
or Schedule B, as applicable, in respect of any Service, or such
earlier date as provided hereunder.


 


“Technology”
means, collectively, all designs, formulas, algorithms, procedures, techniques,
ideas, know-how, software, programs, models, routines, confidential and
proprietary information, databases, tools, inventions, invention disclosures,
creations, improvements, works of authorship, and all recordings, graphs,
drawings, reports, analyses, other writings, and any other embodiment of the
above, in any form, whether or not specifically listed herein.


 


“Total Consent Cost
Amount” means $11 million, which amount represents the parties’ agreed-upon
good faith estimate of the anticipated out-of-pocket costs with respect to
obtaining, performing or otherwise satisfying (i) the Consents  pursuant to the terms of this Agreement
and (ii) the Consents (as such term is defined in the European Transition
Services Agreement) pursuant to the terms of the European Transition Services
Agreement.


 


“Total Conversion Cost
Amount” means $29.6 million, which amount represents the parties’
agreed-upon good faith estimate of the anticipated nonrecurring, out-of-pocket
conversion costs with respect to the transition of (i) the GE Services pursuant
to the terms of this Agreement and (ii) the GEIH Services (as such term is
defined in the European Transition Services Agreement) pursuant to the terms of
the European Transition Services Agreement.


 


“Undertakings”
means, collectively, the obligations of General Electric and its Subsidiaries
and Genworth and its Subsidiaries set forth in Article III.


 


“Virus” shall mean
any computer instructions (i) that adversely affect the operation, security or
integrity of a computing, telecommunications or other digital operating or
processing system or environment, including without limitation, other programs,
data, databases, computer libraries and computer and communications equipment,
by altering, destroying, disrupting or inhibiting such operation, security or
integrity; (ii) that without functional purpose, self-replicate without manual
intervention; and/or (iii) that purport to perform a useful function but which
actually perform either a destructive or harmful function, or perform no useful
function and utilize substantial computer, telecommunications or memory
resources.


 


SECTION 1.02.                 Other Terms.  For purposes of this Agreement, the following
terms have the meanings set forth in the sections or agreements indicated.


 


3

















 




	
  Term

  	
   

  	
  Section

  
	
  Affiliate

  	
   

  	
  Master Agreement

  
	
  After-Tax Basis

  	
   

  	
  Master Agreement

  
	
  Agreement

  	
   

  	
  Preamble

  
	
  Breaching Party

  	
   

  	
  Section 9.01(a)

  
	
  Business Day

  	
   

  	
  Master Agreement

  
	
  Business Services
  Agreement

  	
   

  	
  Master Agreement

  
	
  Closing

  	
   

  	
  Master Agreement

  
	
  Closing Date

  	
   

  	
  Master Agreement

  
	
  Company

  	
   

  	
  Recitals

  
	
  Company Indemnified
  Party

  	
   

  	
  Section 3.02(b)

  
	
  Company Services

  	
   

  	
  Section 2.01(b)

  
	
  Company Services
  Manager

  	
   

  	
  Section 2.04

  
	
  Company Substitute
  Service

  	
   

  	
  Section 2.01(b)

  
	
  Company Vendor
  Agreements

  	
   

  	
  Section 3.01(b)

  
	
  Consents

  	
   

  	
  Section 4.04(a)

  
	
  Controlled

  	
   

  	
  Cross License

  
	
  Electronic Materials

  	
   

  	
  Section 2.02(a)(iii)

  
	
  Force Majeure

  	
   

  	
  Master Agreement

  
	
  General Electric

  	
   

  	
  Preamble

  
	
  GE

  	
   

  	
  Recitals

  
	
  GE Acquired Unit

  	
   

  	
  Section 10.10

  
	
  GEAM

  	
   

  	
  Preamble

  
	
  GE Basic Substitute
  Service

  	
   

  	
  Section 2.01(a)

  
	
  GE Confidential
  Information

  	
   

  	
  Master Agreement

  
	
  GE Capital

  	
   

  	
  Preamble

  
	
  GE Divested Unit

  	
   

  	
  Section 10.10

  
	
  GEFAHI

  	
   

  	
  Preamble

  
	
  GEI

  	
   

  	
  Preamble

  
	
  GE Indemnified Parties

  	
   

  	
  Section 3.01(c)

  
	
  GE Intellectual
  Property

  	
   

  	
  Cross License

  
	
  GEMH

  	
   

  	
  Preamble

  
	
  Genworth

  	
   

  	
  Preamble

  
	
  Genworth Acquired Unit

  	
   

  	
  Section 10.10

  
	
  Genworth Business

  	
   

  	
  Master Agreement

  
	
  Genworth Confidential
  Information

  	
   

  	
  Master Agreement

  
	
  Genworth Divested Unit

  	
   

  	
  Section 10.10

  
	
  Genworth Indemnified
  Parties

  	
   

  	
  Section 3.01(d)

  
	
  Genworth Intellectual
  Property

  	
   

  	
  Cross License

  
	
  GE-Owned GRC
  Intellectual Property

  	
   

  	
  Section 4.03(b)

  
	
  GE Services

  	
   

  	
  Section 2.01(a)

  
	
  GE Services Manager

  	
   

  	
  Section 2.03

  
	
  GE Substitute
  Investment IT Service

  	
   

  	
  Section 2.01(a)

  
	
  GE Substitute Service

  	
   

  	
  Section 2.01(a)

  
	
  GE Vendor Agreements

  	
   

  	
  Section 3.01(a)

  
	
  GNA

  	
   

  	
  Preamble

  






 


4

















 




	
  Term

  	
   

  	
  Section

  
	
  HIPAA

  	
   

  	
  Schedule F

  
	
  HIPAA Privacy Rule

  	
   

  	
  Schedule F

  
	
  IBS

  	
   

  	
  Section 5.01(c)(i)

  
	
  Improvement

  	
   

  	
  Cross License

  
	
  Investment IT Services

  	
   

  	
  Section 2.01(a)

  
	
  Laws

  	
   

  	
  Master Agreement

  
	
  Liabilities

  	
   

  	
  Master Agreement

  
	
  Management Consulting
  Services

  	
   

  	
  Section 4.06(a)

  
	
  Master Agreement

  	
   

  	
  Recitals

  
	
  Non-Breaching Party

  	
   

  	
  Section 9.01(a)

  
	
  Other Costs

  	
   

  	
  Section 5.01(a)

  
	
  Permitted Use

  	
   

  	
  Section 3.02(a)

  
	
  Provider Indemnified
  Party

  	
   

  	
  Section 7.01

  
	
  Recipient Indemnified
  Party

  	
   

  	
  Section 7.02

  
	
  Reinsurance
  Agreement(s)

  	
   

  	
  Master Agreement

  
	
  Service Charges

  	
   

  	
  Section 5.01(a)

  
	
  Six Sigma Programs

  	
   

  	
  Section 3.02(a)

  
	
  Standard for Services

  	
   

  	
  Section 6.01

  
	
  Subsidiary

  	
   

  	
  Master Agreement

  
	
  Taxes

  	
   

  	
  Section 10.06(b)

  
	
  Transactions

  	
   

  	
  Master Agreement

  
	
  Trigger Date

  	
   

  	
  Master Agreement

  






 


ARTICLE II



SERVICES AND TERMS


 


SECTION 2.01.                 Services; Scope


 


(a)                                  During
the period commencing on the date hereof and ending on the relevant Service
Termination Date, subject to the terms and conditions set forth in this
Agreement, General Electric shall provide or cause to be provided to the
Company the services listed in Schedule A (the “GE Service(s)”).  The “GE Services” also shall include (1) any
Services to be provided by GE to the Company as agreed pursuant to
Section 10.03(a), (2) the investment-related information technology
services set forth on Schedule A-1 (the “Investment IT Services”),
and (3) any GE Substitute Service; provided, however, that (i)
the scope of each GE Service shall be substantially the same as the scope of
such service provided by GE to the Company or the Company’s predecessor, as
applicable, on the last day prior to the date hereof that such service was
provided by GE to the Company or the Company’s predecessor, as applicable, in
the ordinary course, (ii) the use of each GE Service by the Company shall
include use by the Company’s contractors in substantially the same manner as
used by the contractors of the Company or the Company’s predecessor, as
applicable, prior to the Closing and (iii) except as provided in
Section 10.10, nothing in this Agreement shall require that any GE Service
be provided other than for use in, or in connection with the Genworth
Business.  Nothing in the preceding
sentence or elsewhere in this Agreement shall be deemed to restrict or
otherwise limit


 


5

















 


the volume or
quantity of any GE Service, provided that certain volume or quantity changes
with respect to a GE Service may require the parties to negotiate in good faith
and use their commercially reasonable efforts to agree upon a price change with
respect to such GE Service pursuant to Section 10.10.  If, for any reason, GE is unable to provide
any GE Service (other than an Investment IT Service) to the Company pursuant to
the terms of this Agreement, GE shall provide to the Company a substantially
equivalent service (a “GE Basic Substitute Service”) at or below the
cost for the substituted GE Service as set forth in Schedule A and
otherwise in accordance with the terms of this Agreement, including the
Standard for Services.  If, for any
reason, GE is unable to provide any Investment IT Service to the Company
pursuant to the terms of this Agreement or GE elects to provide a substitute
service in lieu of such Investment IT Service, GE shall provide to the Company
a substantially equivalent service (a “GE Substitute Investment IT Service”)
at or below the cost for the substituted Investment IT Service as set forth in Schedule A-1
(subject to any increase in such costs provided for in the Investment
Management Agreements) and otherwise in accordance with the terms of this
Agreement, including the Standard for Services; provided, however,
(i) GE shall provide the Recipient of such GE Substitute Investment IT Service
with reasonable advance notice of the proposed commencement date of such GE
Substitute Investment IT Service and (ii) upon such Recipient’s request, GE
shall provide such Recipient with information regarding GE’s plans to
substitute the existing Investment IT Service with the GE Substitute Investment
IT Service and permit such Recipient to (A) consult with applicable GE personnel
regarding the proposed GE Substitute Investment IT Service and the third party
provider thereof and (B) participate in negotiations with any third party
provider of such GE Substitute Investment IT Service, provided that GE shall
have the exclusive right, subject to the terms of this Agreement, to ultimately
select the GE Substitute Investment IT Service and the provider thereof.  Together, the GE Basic Substitute Services
and the GE Substitute Investment IT Services shall be the “GE Substitute
Services.”


 


(b)                                 During
the period commencing on the date hereof and ending on the relevant Service
Termination Date, subject to the terms and conditions set forth in this
Agreement, Genworth shall provide or cause to be provided to GE the services
listed in Schedule B (the “Company Service(s)”).  The “Company Services” also shall include
(1) any Services to be provided by the Company to GE as agreed pursuant to
Section 10.03(a) and (2) any Company Substitute Service; provided, however,
that (i) the scope of each Company Service shall be substantially the same as
the scope of such service provided by the Company or the Company’s predecessor,
as applicable, to GE on the last day prior to the date hereof that such service
was provided by the Company or the Company’s predecessor, as applicable, to GE
in the ordinary course, (ii) the use of each Company Service by GE shall
include use by GE’s contractors in substantially the same manner as used by the
contractors of GE prior to the Closing and (iii) except as provided in Section 10.10,
nothing in this Agreement shall require that any Company Service be provided
other than for use in, or in connection with (A) the Retained Businesses or (B)
the GEFAHI Divested Companies.  Nothing
in the preceding sentence or elsewhere in this Agreement shall be deemed to
restrict or otherwise limit the volume or quantity of any Company Service,
provided that certain volume or quantity changes with respect to a Company
Service may require the parties to negotiate in good faith and use their commercially
reasonable efforts to agree upon a price change with respect to such Company
Service pursuant to Section 10.10 hereof. 
The Company Services shall not include any services the Company provides
or causes to be provided pursuant to the Business Services Agreement.  If, for any reason, the Company is unable to
provide any Company Service to GE pursuant to the terms of this Agreement, the


 


6

















 


Company shall
provide to GE a substantially equivalent service (a “Company Substitute
Service”) at or below the cost for the substituted Company Service as set
forth in Schedule B and otherwise in accordance with the terms of
this Agreement, including the Standard for Services.


 


(c)                                  The
GE Services shall include, and the Service Charges reflect charges for, such
maintenance, support, error correction, training, updates and enhancements
normally and customarily provided by GE to its Subsidiaries that receive such
services.  If the Company requests that
GE provide a custom modification in connection with any GE Service, the Company
shall be responsible for the cost of such custom modification, and to the
extent such custom modification constitutes Software and such Software and all
Intellectual Property therein is owned by GE, GE hereby assigns such Software
and all Intellectual Property therein to the Company and the Company hereby
grants GE a perpetual, worldwide, fully paid up, irrevocable, transferable,
royalty-free, non-exclusive license, with the right to sublicense, to use and
modify such Software.  The GE Services
shall include all functions, responsibilities, activities and tasks, and the
materials, documentation, resources, rights and licenses to be used, granted or
provided by GE that are not specifically described in this Agreement as a part
of the GE Services, but are incidental to, and would normally be considered an
inherent part of, or necessary subpart included within, the GE Services or are
otherwise necessary for GE to provide, or the Company to receive, the GE
Services.


 


(d)                                 The
Company Services shall include, and the Service Charges reflect charges for,
such maintenance, support, error correction, training, updates and enhancements
normally and customarily provided by the Company to its Subsidiaries that
receive such services.  If GE requests
that the Company provide a custom modification in connection with any Company
Service, GE shall be responsible for the cost of such custom modification, and
to the extent such custom modification constitutes Software and such Software
and all Intellectual Property therein is owned by the Company, the Company
hereby assigns such Software and all Intellectual Property therein to GE and GE
hereby grants the Company a perpetual, worldwide, fully paid up, irrevocable, transferable,
royalty-free, non-exclusive license, with the right to sublicense, to use and
modify such Software.  The Company
Services shall include all functions, responsibilities, activities and tasks,
and the materials, documentation, resources, rights and licenses to be used,
granted or provided by the Company that are not specifically described in this
Agreement as a part of the Company Services, but are incidental to, and would
normally be considered an inherent part of, or necessary subpart included within,
the Company Services or are otherwise necessary for the Company to provide, or
GE to receive, the Company Services.


 


(e)                                  This Agreement
(including Section 4.03 hereof) shall not assign any rights to Technology
or Intellectual Property between the parties other than as specifically set
forth herein.


 


(f)                                    The
parties acknowledge and agree that in connection with the implementation,
provision, receipt and transition of the Services, there will be certain
nonrecurring, out-of-pocket conversion costs incurred by GE or the
Company.  With respect to each GE
Service, GE shall either reimburse the Company after the Service Termination
Date for all actual, out-of-pocket conversion costs incurred by the Company and
related to such GE Service or, after consultation with the Company, pay such
conversion costs directly on an as incurred basis, in either case regardless of
whether the Company replaces the GE Service with


 


7

















 


the same
application, system, vendor or other means of effecting the GE Service; provided,
however, that GE’s payment and reimbursement obligations under this
Section 2.01(f) and Section 3.3.1 of the European Transition Services
Agreement shall not exceed, in the aggregate, the Total Conversion Cost
Amount.  GE shall be solely responsible
for paying any one-time conversion and related costs with respect to the
Company Services, and any such one-time conversion or related costs shall not
be included in the Total Conversion Cost Amount.


 


(g)                                 Prior
to GE’s payment of or reimbursement for actual out-of-pocket conversion costs
pursuant to Section 2.01(f) above, the Company shall provide GE with an
invoice accompanied by reasonably detailed data and documentation sufficient to
evidence the out-of-pocket expenses for which the Company is seeking payment or
reimbursement.  Upon receipt of such
invoice and data and documentation, GE shall, except as otherwise provided in
Section 2.01(f), either pay the amount of such invoice directly in
accordance with GE’s general payment terms with vendors or reimburse the
Company for its payment of the invoice within 30 days of the date of GE’s
receipt of such invoice and request for reimbursement from the Company.  If GE in good faith disputes the invoiced
amount, then the parties shall work together to resolve such dispute.  If the parties are unable to resolve such
dispute within 30 days, the dispute shall be resolved pursuant to
Section 8.02.  The parties
acknowledge and agree that no prior approval shall be required from GE for the
Company to seek any reimbursement pursuant to Section 2.01(f) and this
Section 2.01(g).


 


(h)                                 Throughout
the term of this Agreement, the Provider and the Recipient of any Service shall
cooperate with one another and use their good faith, commercially reasonable
efforts to effect the efficient, timely and seamless provision and receipt of
such Service.


 


(i)                                     Any
Software delivered by a Provider hereunder shall be delivered, at the election
of the Provider, either (i) with the assistance of the Provider, through
electronic transmission or downloaded by the Recipient from the GE intranet, or
(ii) by installation by Provider on the relevant equipment with retention by
Provider of all tangible media on which such Software resides.  Provider and Recipient acknowledge and agree
that no tangible medium containing such Software (including any enhancements,
upgrades or updates) will be transferred to Recipient at any time for any
reason under the terms of this Agreement, and that Provider will, at all times,
retain possession and control of any such tangible medium used or consumed by
Provider in the performance of this Agreement. 
Each party shall comply with all reasonable security measures
implemented by the other party in connection with the delivery of Software.


 


SECTION 2.02.                 Conversion Services.


 


(a)                                  During
the term of this Agreement, GE shall provide, or cause to be provided, the
following support, which support shall be in addition to the GE Services
described in Schedule A and Schedule A-1, at no cost
except for actual out-of-pocket costs and expenses approved in advance in
writing by the Company Services Manager:


 


(i)                                     GE
shall provide, or cause to be provided, current and reasonably available
historical data related to the GE Services and predecessor services thereto as
reasonably required by the Company in a manner and within a time period as
mutually agreed by the parties.


 


8

















 


(ii)                                  GE
shall make reasonably available to the Company employees and contractors of GE
whose assistance, expertise or presence is necessary to assist the Company’s
transition team in establishing a fully functioning stand-alone environment and
the timely assumption by the Company, or by a supplier to the Company, of the
GE Services.


 


(iii)                               With
respect to any Software or other electronic content (“Electronic Materials”)
licensed to Genworth and its Affiliates under the Cross License and used to
provide a GE Service, GE shall make available or deliver to the Company a copy
of such Software or Electronic Materials that are in existence and current as
of the Service Termination Date for such GE Service, including any upgrades,
updates and other modifications made to such Software and Electronic Materials
since the Closing Date.  Any upgrades,
updates or other modifications to Software and Electronic Materials made
available or delivered to the Company pursuant to this
Section 2.02(a)(iii) shall be deemed to be GE Intellectual Property under
the Cross License and licensed to Genworth and its Affiliates pursuant to the
terms of the Cross License, notwithstanding that such upgrades, updates or
other modifications (x) were not used, held for use or contemplated to be used
by the Genworth Group as of the Closing Date, (y) were not Controlled by the GE
Group as of the Closing Date or (z) may constitute Improvements made after the
Closing Date.


 


(b)                                 During
the term of this Agreement, the Company shall provide, or cause to be provided,
the following support, which support shall be in addition to the Company
Services described in Schedule B, at no cost except for actual
out-of-pocket costs and expenses approved in advance in writing by the GE
Services Manager:


 


(i)                                     The
Company shall provide, or cause to be provided, current and reasonably
available historical data related to the Company Services and predecessor
services thereto as reasonably required by GE in a manner and within a time
period as mutually agreed by the parties.


 


(ii)                                  The
Company shall make reasonably available to GE employees and contractors of the
Company whose assistance, expertise or presence is necessary to assist GE’s
transition team in establishing a fully functioning stand-alone environment in
respect of the Retained Businesses and the timely assumption by GE, or by a
supplier of GE, of the Company Services.


 


(iii)                               With
respect to any Software or other Electronic Materials licensed to General
Electric and its Affiliates under the Cross License and used to provide a
Company Service, Company shall make available or deliver to GE a copy of such
Software or Electronic Materials that are in existence and current as of the
Service Termination Date for such Company Service, including any upgrades,
updates and other modifications made to such Software and Electronic Materials
since the Closing Date.  Any upgrades,
updates or other modifications to Software and Electronic Materials made
available or delivered to GE pursuant to this Section 2.02(b)(iii) shall
be deemed to be Genworth Intellectual Property under the Cross License and
licensed to General Electric and its Affiliates pursuant to the terms of the
Cross License, notwithstanding that such upgrades, updates or other
modifications (x) were not used, held for use or contemplated to be used by GE
Group as of the Closing Date, (y) were not Controlled by


 


9

















 


the Genworth Group
as of the Closing Date or (z) may constitute Improvements made after the
Closing Date.


 


SECTION 2.03.                 GE Services Manager.  GE will designate a dedicated services account
manager (the “GE Services Manager”) who will be directly responsible for
coordinating and managing the delivery of the GE Services and will have
authority to act on GE’s behalf with respect to the Services.  The GE Services Manager will work with the Company
Services Manager to address the Company’s issues and the parties’ relationship
under this Agreement.


 


SECTION 2.04.                 Company Services Manager.  The Company will designate a dedicated
services account manager (the “Company Services Manager”) who will be
directly responsible for coordinating and managing the delivery of the Services
by the Company and will have authority to act on the Company’s behalf with
respect to the Services.  The Company
Services Manager will work with the GE Services Manager to address GE’s issues
and the parties’ relationship under this Agreement.


 


SECTION 2.05.                 Performance
and Receipt of Services.  The
following provisions shall apply to the Services:


 


(a)                                  Security.  Each Provider and Recipient shall at all
times comply with its own then in-force security guidelines and policies
applicable to the performance, access and/or use of the Services and
Information Systems.


 


(b)                                 No
Viruses.  Each of the Company and GE
shall take commercially reasonable measures to ensure that no Viruses or
similar items are coded or introduced into the Services or Information
Systems.  If a Virus is found to have
been introduced into the Services or Information Systems, the parties hereto
shall use their commercially reasonable efforts to cooperate and to diligently
work together to eliminate the effects of such Virus.


 


(c)                                  Reasonable
Care.  Each Provider and Recipient
shall exercise reasonable care in providing and receiving the Services to (i)
prevent access to the Services or Information Systems by unauthorized Persons
and (ii) not damage, disrupt or interrupt the Services or Information Systems.


 


ARTICLE III



OTHER ARRANGEMENTS


 


SECTION 3.01.                 Vendor Agreements.


 


(a)                                  During
the period beginning on the date hereof and ending on the Trigger Date, GE is or
may become a party to certain corporate purchasing contracts, master services
agreements, vendor contracts, software and other Intellectual Property licenses
or similar agreements unrelated to the GE Services (the “GE Vendor
Agreements”) under which (or under open work orders thereunder) the Company
purchases goods or services, licenses rights to use Intellectual Property and
realizes certain other benefits and rights. 
The parties hereby agree that the Company shall continue to retain the
right to purchase goods or services and continue to


 


10

















 


realize such other
benefits and rights under each GE Vendor Agreement to the extent allowed by
such GE Vendor Agreement until the expiration or termination date of such
rights or benefits pursuant to the terms of such GE Vendor Agreement
(including, without limitation, any voluntary termination of such GE Vendor
Agreement by GE).  Additionally, for so
long as the purchasing or other rights remain in full force and effect under a
GE Vendor Agreement and the Company continues to exercise its purchasing or
other rights and benefits under such GE Vendor Agreement and for a period of
six months thereafter, GE shall use its commercially reasonable efforts, upon
the written request of the Company, to assist the Company in obtaining a
purchasing contract, master services agreement, vendor contract or similar
agreement directly with the third party provider that is a party to the GE
Vendor Agreement.


 


(b)                                 During
the period beginning on the date hereof and ending on the Trigger Date, the
Company is or may become a party to certain corporate purchasing contracts,
master services agreements, vendor contracts, software and other Intellectual
Property licenses or similar agreements unrelated to the Company Services (the
“Company Vendor Agreements”) under which (or under open work orders
thereunder) GE purchases goods or services, licenses rights to use Intellectual
Property and realizes certain other benefits and rights.  The parties hereby agree that GE shall
continue to retain the right to purchase goods or services and continue to
realize such other benefits and rights under each Company Vendor Agreement to
the extent allowed by such Company Vendor Agreement until the expiration or termination
date of such rights or benefits pursuant to the terms of such Company Vendor
Agreement (including, without limitation, any voluntary termination of such
Company Vendor Agreement by the Company). 
Additionally, for so long as the purchasing or other rights remain in
full force and effect under a Company Vendor Agreement and GE continues to
exercise its purchasing or other rights and benefits under such Company Vendor
Agreement and for a period of six months thereafter, the Company shall use its commercially
reasonable efforts, upon the written request of GE, to assist GE in obtaining a
purchasing contract, master services agreement, vendor contract or similar
agreement directly with the third party provider that is a party to the Company
Vendor Agreement.


 


(c)                                  The
Company shall, and shall cause its Affiliates to, indemnify defend and hold
harmless on an After-Tax Basis GE and each of its respective directors,
officers and employees, and each of the heirs, executors, successors and
assigns of any of the foregoing (collectively, the “GE Indemnified Parties”),
from and against any and all Liabilities of the GE Indemnified Parties relating
to, arising out of or resulting from the Company or any of its Affiliates
purchasing goods or services, licensing rights to use Intellectual Property or
otherwise realizing benefits and rights under any GE Vendor Agreements.


 


(d)                                 GE
shall, and shall cause its Affiliates to, indemnify, defend and hold harmless
on an After-Tax Basis the Company and each of its respective directors,
officers and employees, and each of the heirs, executors, successors and
assigns of any of the foregoing (collectively, the “Genworth Indemnified
Parties”), from and against any and all Liabilities of the Genworth
Indemnified Parties relating to, arising out of or resulting from GE or any of
its Affiliates purchasing goods or services, licensing rights to use
Intellectual Property or otherwise realizing benefits and rights under any
Company Vendor Agreements.


 


11

















 


SECTION 3.02.                 Six Sigma Programs.


 


(a)                                  With
regard to the materials, concepts, and methodology comprising the Six Sigma
programs used by the Company and its predecessors prior to the date hereof (the
“Six Sigma Programs”), GE, at no cost to Company, shall ensure that on
and after the date hereof, Company may continue to use the Six Sigma Programs
in the same manner as used by the Company and its predecessors prior to the
date hereof (“Permitted Use”).


 


(b)                                 GE
shall indemnify, defend and hold harmless the Company and its directors,
officers, employees and each of the heirs, executors, successors and assigns of
any of the foregoing (each a “Company Indemnified Party”), from and
against any and all Liabilities of the Company Indemnified Parties relating to,
arising out of, or resulting from, the Permitted Use, which Liabilities relate
to, arise out of, or result from, claims or allegations relating to the
Company’s right to use the Six Sigma Programs pursuant to Section 3.02(a)
hereof, and which claims or allegations are asserted by consultants,
contractors, former employees, or other Persons who contributed to or provided
such materials, concepts or methodologies to the Six Sigma Programs.


 


ARTICLE IV



ADDITIONAL AGREEMENTS


 


SECTION 4.01.                 Leases.


 


(a)                                  Each
lease or sublease listed on Schedule C-1, pursuant to which the
Company leases or subleases real property from GE, shall remain in full force
and effect pursuant to its terms unless otherwise agreed to in writing by the
parties.


 


(b)                                 Each
lease or sublease listed on Schedule C-2, pursuant to which GE
leases or subleases real property from the Company, shall remain in full force
and effect pursuant to its terms unless otherwise agreed to in writing by the
parties.


 


SECTION 4.02.                 Computer-Based Resources.


 


(a)                                  Prior
to the Trigger Date, the Company shall continue to have access to the
Information Systems of GE.  On and after
the Trigger Date, the Company shall not have access to all or any part of the
Information Systems of GE, except to the extent necessary for the Company to
perform the Company Services or receive the GE Services (subject to the Company
complying with all reasonable security measures implemented by GE as deemed
necessary by GE to protect its Information Systems, provided that the Company
has had a commercially reasonable period of time in which to comply with such
security measures).


 


(b)                                 Prior
to the Trigger Date, GE shall continue to have access to the Information
Systems of the Company.  On and after
the Trigger Date, GE shall not have access to all or any part of the
Information Systems of the Company, except to the extent necessary for GE to
perform the GE Services or receive the Company Services (subject to GE
complying with all reasonable security measures implemented by the


 


12

















 


Company as deemed
necessary by the Company to protect its Information Systems, provided that GE
has had a commercially reasonable period of time in which to comply with such
security measures).


 


SECTION 4.03.                 GRC Matters.


 


(a)                                  GE’s
Global Research Center shall continue to provide research and development
services and related consultation to the Company for the projects set forth in Schedule D
in accordance with the terms of any existing written agreements between the
Company and GE relating thereto, which shall continue after the date hereof in
accordance with the terms of such written agreements.


 


(b)                                 Unless
the parties specifically agree otherwise in any such existing agreement for the
projects set forth in Schedule D, as between the parties, all
deliverables pursuant to such projects and the Intellectual Property therein
created by or on behalf of GE or jointly by or on behalf of GE and the Company
(other than any such Intellectual Property or Technology provided to GE by the
Company) shall be owned by GE.  All such
deliverables and Intellectual Property therein (other than any such
Intellectual Property or Technology owned by a third party) shall be referred
to herein as the “GE-Owned GRC Intellectual Property”.  The GE-Owned GRC Intellectual Property shall
be deemed to be GE Intellectual Property under the Cross License and licensed
to Genworth and its Affiliates pursuant to the terms of the Cross License,
notwithstanding that the GE-Owned GRC Intellectual Property (x) was not used,
held for use or contemplated to be used by the Genworth Group as of the Closing
Date, (y) was not Controlled by the GE Group as of the Closing Date or (z) may
constitute Improvements made after the Closing Date.


 


(c)                                  For each project
listed on Schedule D, each of the Company and GE shall be solely
responsible for the costs assigned to it on Schedule D during
2004.  If, following the date hereof,
the Company desires to enter into arrangements with GE’s Global Research Center
to provide research and development services or related consultation to the
Company for any additional projects, GE and the Company shall use commercially
reasonable efforts to negotiate in good faith a contract for such services.


 


SECTION 4.04.                 Consents.


 


(a)                                  The
parties acknowledge and agree that certain software and other licenses,
consents, approvals, notices, registrations, recordings, filings and other
actions (collectively, “Consents”) need to be obtained in connection
with the Transactions.  GE shall, after
consultation with the Company, either directly pay the out-of-pocket costs
incurred to obtain, perform or otherwise satisfy each Consent or after any such
Consent is obtained, performed or otherwise satisfied, reimburse the Company
for all actual, out-of-pocket costs incurred by the Company and related to such
Consent; provided, however, that GE’s payment and reimbursement
obligations under this Section 4.04(a) and Section 4.5 of the
European Transition Services Agreement shall not exceed, in the aggregate, the
Total Consent Cost Amount.  GE shall be solely responsible for paying any
costs or fees in connection with any Consents with respect to the Company
Services or with respect to any agreements to be assigned to GE pursuant to the
Master Agreement, and any such costs or fees shall not be included in
the Total Consent Cost Amount.


 


13

















 


(b)                                 Prior
to receiving any reimbursement for its actual, out-of-pocket costs pursuant to
Section 4.04(a) above, the Company shall provide GE with an invoice
accompanied by reasonably detailed data and documentation sufficient to
evidence the out-of-pocket expenses for which the Company is seeking
reimbursement.  Upon receipt of such
invoice and data and documentation, GE shall, except as otherwise provided in
Section 4.04(a), pay the amount of such invoice to the Company within 30
days of the date of receipt of such invoice. 
If GE in good faith disputes the invoiced amount, then the parties shall
work together to resolve such dispute. 
If the parties are unable to resolve such dispute, the dispute shall be
resolved pursuant to Section 8.02. 
The parties acknowledge and agree that no prior approval from GE shall
be required for the Company to seek any reimbursement pursuant to
Section 4.04(a) and this Section 4.04(b).


 


SECTION 4.05.                 Access.


 


(a)                                  The
Company will allow GE and its Representatives reasonable access to the
facilities of the Company necessary for the performance of the GE Services
listed on Schedule A and Schedule A-1 for GE to fulfill
its obligations under this Agreement.


 


(b)                                 GE
will allow the Company and its Representatives reasonable access to the
facilities of GE necessary for the performance of the Company Services listed
on Schedule B for the Company to fulfill its obligations under this
Agreement.


 


SECTION 4.06.                 Management Consulting Services.


 


(a)                                  For
a period of sixty (60) months from the date hereof, subject to the payment by
GE of the amount specified in Section 4.06(e) below and upon the
reasonable, prior written request of GE, the Company will make such appropriate
members of its senior management team reasonably available to provide the
services described on Schedule E (the “Management Consulting
Services”).


 


(b)                                 GE
and the Company will mutually agree on the schedule for delivery of the
Management Consulting Services.  The
schedule will be based on (i) the GE and Company corporate calendars, (ii)
the GE and Company functional calendars, (iii) GE’s requests, and (iv) GE’s and
the Company’s shared customer requests. 
The parties will reasonably work together to accommodate each other’s
specific needs regarding meeting logistics, including method, travel, time, and
notice.  For avoidance of doubt,
schedule conflicts shall not constitute a breach of this Agreement.


 


(c)                                  The
Company will make reasonable efforts to accommodate GE’s requests; provided
however, each participating Company employee shall not be required to
spend any more time than the time spent in similar activities in the calendar
year immediately preceding the date hereof. 
Meeting and other service requests may be submitted by GE and will be
considered complete and proper if (i) presented at least one week in advance of
any required meeting or such shorter time period as agreed to by the parties,
(ii) accompanied by an agenda or a detailed listing of services requested
and/or any materials requiring preparation by the Company.  If prepared materials by the Company are
requested, then the Company, at its sole discretion, may request additional lead
time adequate to prepare the materials.


 


14

















 


(d)                                 The
Management Consulting Services shall be in addition to the Company’s
obligations pursuant to Section 2.01(h) and 2.02(b) of this
Agreement.  In connection with providing
the Management Consulting Services and unless otherwise agreed to by the
Company, the Company shall not be required to provide any service that would
(i) require the disclosure to GE of Company trade secret information or other
information that provides the Company a significant competitive advantage, or
(ii) require the Company to violate any attorney-client privilege or otherwise
lose the protection of other privileged information.  In addition, the Company shall not be required to provide any
Management Consulting Services whenever the Company’s and GE’s interests
related to such Management Consulting Services are in conflict.


 


(e)                                  In
consideration of the availability and/or receipt of the Management Consulting
Services, GE shall pay the Company the following amounts:  (i) $1 million per month during the
forty-eight (48) month period beginning on the date hereof; and (ii) $500,000
per month thereafter until the termination of the Company’s obligation to
provide the Management Consulting Services. 
Each such monthly payment shall be payable in arrears within thirty (30)
days following the last day of the month to which such payment relates.  GE shall also reimburse the Company’s
reasonable out-of-pocket costs and expenses incurred in connection with the
provision of the Management Consulting Services, including, but not limited to,
travel and lodging expenses.


 


(f)                                    Notwithstanding
anything herein to the contrary, GE acknowledges and agrees that the Management
Consulting Services are provided as-is, that GE assumes all risks and liability
arising from or relating to its use of and reliance upon the Management
Consulting Services and the Company makes no warranty with respect
thereto.  THE COMPANY HEREBY EXPRESSLY
DISCLAIMS ALL WARRANTIES REGARDING THE MANAGEMENT CONSULTING SERVICES, WHETHER
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY IN REGARD TO
QUALITY, PERFORMANCE, NONINFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY OR
FITNESS OF THE MANAGEMENT CONSULTING SERVICES FOR A PARTICULAR PURPOSE.


 


(g)                                 Notwithstanding
the provisions of Articles VI and VII, neither the Company nor any of its
directors, officers, employees, or any of the heirs, executors, successors or
assigns of any of the foregoing shall have any liability in contract, tort or
otherwise to GE, its Affiliates or Representatives for or in connection with
the Management Consulting Services.


 


(h)                                 GE
and the Company acknowledge and agree that (i) Articles VI and VII of this
Agreement shall not apply to this Section 4.06 or the Management
Consulting Services and (ii) notwithstanding Section 10.10 of this
Agreement, under no circumstances shall the Company be obligated to provide the
Management Consulting Services to a GE Divested Unit.


 


15

















 


ARTICLE V



COSTS AND DISBURSEMENTS; PAYMENTS


 


SECTION 5.01.                 Costs and Disbursements; Payments.


 


(a)                                  Schedules
A, A-1 and B hereto set forth with respect to each Service to
be provided a description of the charges (the “Service Charges”) for
such Service or the basis for the determination thereof.  During the 24-month period following the
date of this Agreement, notwithstanding the Service Charges set forth on Schedule B,
the aggregate Service Charges payable by GE to the Company shall,  subject
to reduction following termination of any Company Service pursuant to
Section 9.01(a)(ii) or Section 9.01(a)(iii), be equal to $40
million, and such aggregate amount shall be paid by GE to the Company in eight
equal quarterly installments payable on each March 31, June 30,
September 30 and December 31 during such 24-month period.  At
the time of each quarterly payment, GE also shall pay the Service Charges for
the Company Services provided with respect to the GEFAHI Divested Companies as
identified on Schedule B in the three months ending on the date the
quarterly payment is due for so long as such Company Services are rendered.  Further, in connection with performance of
the Services and in connection with the Undertakings, the Provider may incur certain
out-of-pocket costs (the “Other Costs”), which shall, without
duplication, either be paid directly by the Recipient or reimbursed to the
Provider by the Recipient; provided that any Other Costs shall only be
payable by the Company or GE, as the case may be, in accordance with this
Section 5.01(a) if (i) such Other Costs have been authorized in writing by
the Company Services Manager (if the Company is the Recipient) or the GE
Services Manager (if GE is the Recipient) prior to having been incurred by the
Provider and (ii) the Recipient receives from the Provider reasonably detailed
data and other documentation sufficient to support the calculation of amounts
due to the Provider as a result of such Other Costs.


 


(b)                                 Notwithstanding the Service Charges set forth
in Schedule A with respect to the Company’s use of GE’s U.S. shared
data center services supporting GE’s U.S. businesses, GE shall reduce the
Service Charges with respect to such services by $2 million per quarter for a
period of two years from the date hereof.


 


(c)                                  Except
with respect to Service Charges for the provision of the Company Services
during the 24-month period referenced in Section 5.01(a):


 


(i)                                     Prior
to the Trigger Date, the Provider and Recipient shall arrange for the payment
of all Service Charges and Other Costs through the GE Internal Billing System
(“IBS”).  The Recipient shall
have the right to dispute any Service Charges and Other Costs settled through
the IBS during any calendar quarter by delivering written notice of such dispute,
setting forth in reasonable detail the basis therefor, to the Provider within,
and no later than, 60 days after the end of such quarter.  As soon as practicable after receipt of any
such notice, the Provider shall provide the Recipient with reasonably detailed
data and documentation sufficient to support the calculation of any Service
Charges and Other Costs that are the subject of the dispute.  If the Provider’s furnishing of such
information does not promptly resolve such dispute, the dispute shall be resolved
pursuant to Section 8.02.


 


16

















 


(ii)                                  From
and after the Trigger Date, the Provider shall deliver an invoice to the
Recipient on a monthly basis (or at such other frequency as is consistent with
the basis on which the Service Charges are determined and, if applicable,
charged to Affiliates of the Provider) in arrears for the Service Charges and
any Other Costs due to the Provider under this Agreement.  The Recipient shall pay the amount of such
invoice to the Provider in U.S. dollars within seventy-five (75) days of the
date of such invoice, provided that, to the extent consistent with past
practice with respect to Services rendered outside the United States, payments
may be made in local currency.  If the
Recipient fails to pay such amount (excluding any amount contested in good
faith) by such date, the Recipient shall be obligated to pay to the Provider,
in addition to the amount due, interest on such amount at the lesser of (i) the
three (3) month London Interbank Offered Rate (LIBOR) plus 100 basis points or
(ii) the maximum rate of interest allowed by applicable law, from the date the
payment was due through the date of payment. 
As soon as practicable after receipt by the Provider of any reasonable written
request by the Recipient, the Provider shall provide the Recipient with
reasonably detailed data and documentation sufficient to support the
calculation of any amount due to the Provider under this Agreement for the
purpose of verifying the accuracy of such calculation.  If, after reviewing such data and
documentation, the Recipient disputes the Provider’s calculation of any amount
due to the Provider, then the dispute shall be resolved pursuant to Section 8.02.


 


ARTICLE VI



STANDARD FOR SERVICE; COMPLIANCE WITH LAWS


 


SECTION 6.01.                 Standard for Service.  Except as otherwise provided in this
Agreement (including in Schedules A, A-1 and B
hereto), the Provider agrees to perform the Services such that the nature,
quality, standard of care and the service levels at which such Services are
performed are no less than the nature, quality, standard of care and service
levels at which the substantially same services were performed by or on behalf
of the Provider during the most recent service period prior to the date hereof
in which such services were performed by or on behalf of the Provider in the
ordinary course (the “Standard for Services”).


 


SECTION 6.02.                 Compliance
with Laws.  Each of GE and the
Company shall comply with all applicable Laws when providing or receiving the
Services or when performing obligations under this Agreement.


 


ARTICLE VII



INDEMNIFICATION; LIMITATION ON LIABILITY


 


SECTION 7.01.                 Limited
Liability of a Provider. 
Notwithstanding the provisions of Section 6.01, no Provider or its
Affiliates or any of their respective directors, officers or employees, or any
of the heirs, executors, successors or assigns of any of the foregoing (each, a
“Provider Indemnified Party”), shall have any liability in contract,
tort or otherwise to the Recipient or its Affiliates or Representatives for or
in connection with (i) any Services rendered or to be rendered by any Provider
Indemnified Party pursuant to this Agreement, (ii) the transactions
contemplated by this Agreement or (iii) any Provider Indemnified Party’s
actions or inactions in connection with any such Services or transactions;


 


17

















 


provided,
however, that such limitation on liability shall not extend to or
otherwise limit any Liabilities that have resulted directly from such Provider
Indemnified Party’s (A) gross negligence or willful misconduct, (B) improper
use or disclosure of information of, or regarding, a customer or potential
customer of a Recipient Indemnified Party (defined below) or (C) violation of
applicable Law.


 


SECTION 7.02.                 Indemnification
by Each Provider.  Each Provider
shall indemnify, defend and hold harmless each relevant Recipient and each of
its Subsidiaries and each of their respective directors, officers and
employees, and each of the heirs, executors, successors and assigns of any of
the foregoing (each a “Recipient Indemnified Party”), from and against
any and all Liabilities of the Recipient Indemnified Parties relating to,
arising out of, or resulting from (i) the gross negligence or willful
misconduct of a Provider Indemnified Party in connection with the transactions
contemplated by this Agreement or such Provider Indemnified Party’s provision
of the Services, (ii) the improper use or disclosure of information of, or regarding,
a customer or potential customer of a Recipient Indemnified Party in connection
with the transactions contemplated by this Agreement or such Provider
Indemnified Party’s provision of the Services, or (iii) any violation of
applicable Law by a Provider Indemnified Party in connection with the
transactions contemplated by this Agreement or such Provider Indemnified
Party’s provision of the Services; provided, that (1) the aggregate
liability of GE as a Provider pursuant to this Article VII shall in no
event exceed $15 million and (2) the aggregate liability of the Company as a
Provider pursuant to this Article VII shall in no event exceed $10
million.


 


SECTION 7.03.                 Indemnification
by Each Recipient.  Each Recipient
shall indemnify, defend and hold harmless each relevant Provider Indemnified
Party from and against any and all Liabilities of the Provider Indemnified
Parties relating to, arising out of, or resulting from the provision of the
Services by any Provider or any of its Subsidiaries, except for (A) any
Liabilities that result from a Provider Indemnified Party’s negligence in
connection with the provision of the Services, (B) any Liabilities that result
from a Provider Indemnified Party’s breach of this Agreement or (C) any
Liabilities for which the Provider is required to indemnify a Recipient
Indemnified Party pursuant to Section 7.02.


 


SECTION 7.04.                 Indemnification
Procedures.  The matters set forth
in Sections 5.6 through 5.9 of the Master Agreement shall be deemed
incorporated into, and made a part of, this Article VII, Sections 3.01(c)
and (d) and as otherwise applicable to this Agreement.


 


SECTION 7.05.                 Limitation
on Liability.  Notwithstanding any
other provision contained in this Agreement, neither GE on the one hand, nor
the Company, on the other hand, shall be liable to the other for any special,
indirect, punitive, incidental or consequential losses, damages or expenses of
the other, including, without limitation, loss of profits, arising from any
claim relating to breach of this Agreement or otherwise relating to any of the
Services or Undertakings provided hereunder. 
For clarification purposes only, the parties hereto agree that the
limitation on liability contained in this Section 7.05 shall not apply to
(a) damages awarded to a third party pursuant to a third party claim for which
a Provider is required to indemnify, defend and hold harmless any Recipient
Indemnified Party under Section 7.02, (b) damages awarded to a third party
pursuant to a third party claim for which a Recipient is required to indemnify,
defend and hold harmless any Provider Indemnified Party under
Section 7.03, (c) damages awarded to a third party pursuant to a third
party claim for which the


 


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Company or any of
its Affiliates is required to indemnify, defend and hold harmless any GE
Indemnified Party under Section 3.01(c) and (d) damages awarded to a third
party pursuant to a third party claim for which GE or any of its Affiliates is
required to indemnify, defend and hold harmless any Genworth Indemnified Party
under Section 3.01(d).


 


SECTION 7.06.                 Liability
for Payment Obligations.  Nothing in
this Article VII shall be deemed to eliminate or limit, in any respect, GE
or the Company’s express obligation in this Agreement to pay or reimburse, as
applicable, for (i) Service Charges for Services rendered in accordance with
this Agreement, (ii) Other Costs, (iii) the Total Consent Cost Amount, (iv) the
Total Conversion Cost Amount, (v) amounts in respect of the Management
Consulting Services, (vi) amounts with respect to any custom modification
provided pursuant to Sections 2.01(c) and (d) (Services; Scope), (vii) amounts
in respect of conversion services provided pursuant to Section 2.02
(Conversion Services), (viii) amounts payable or reimbursable pursuant to the
terms of the leases referred to in Section 4.01 (Leases), (ix) amounts
payable or reimbursable pursuant to Section 4.03 (GRC Matters) and the
terms of the existing written agreements referenced therein, (x) amounts
payable or reimbursable pursuant to Section 10.03(b) (Books and Records),
(xi) amounts payable or reimbursable pursuant to Section 10.06 (Taxes),
(xii) amounts payable or reimbursable pursuant to Section 10.07
(Regulatory Approval and Compliance), and (xiii) amounts payable or
reimbursable pursuant to Section 10.10 (Assignment; No Third Party
Beneficiaries).


 


SECTION 7.07.                 Exclusions.  This Article VII shall not apply to or
limit any liability or obligation of GE under Sections 3.02(a) and (b).


 


ARTICLE VIII



DISPUTE RESOLUTION


 


SECTION 8.01.                 Applicable
Law.  This Agreement shall be
governed by and construed and interpreted in accordance with the Laws of the
State of New York irrespective of the choice of Laws principles of the State of
New York other than Section 5-1401 of the General Obligations Law of the
State of New York.


 


SECTION 8.02.                 Dispute
Resolution.  To the extent not
resolved through discussions between the GE Services Manager and the Company
Services Manager, any dispute, controversy or claim arising out of, or relating
to this Agreement shall be resolved in accordance with Article VII of the
Master Agreement.


 


ARTICLE IX



TERMINATION


 


SECTION 9.01.                 Termination.


 


(a)                                  The
term of this Agreement shall commence on the date hereof and expire on the
first date on which neither GE nor the Company has any further obligations to
provide a Service, perform an Undertaking (excluding the obligations set forth
in Section 3.02) or perform or pay for the Management Consulting
Services.  This Agreement shall
terminate with respect to


 


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each Service and
Undertaking on the applicable Service Termination Date or other termination
date specified in this Agreement or the Schedules hereto.  In addition: (i) a Recipient may from time
to time terminate any Service, in whole and not in part, upon giving at least
sixty (60) days’ (or such shorter period of time as is mutually agreed upon in
writing by the parties) prior written notice to the Provider specifying which Service
is being so terminated (such termination will not in any way affect the
obligations of the party terminating this Agreement with respect to such
Service to continue to receive all other Services not so terminated and to
continue to provide Services as required by this Agreement); provided,  however,
that GE may not exercise this termination right during the 24-month period
commencing on the date hereof; (ii) either party (the “Non-Breaching Party”)
may terminate this Agreement with respect to any Service, in whole but not in
part, at any time upon prior written notice by the Non-Breaching Party to the
other party (the “Breaching Party”) if the Breaching Party has failed to
perform any of its material obligations under this Agreement relating to such
Service, and such failure shall have continued without cure for a period of
sixty (60) days after receipt by the Breaching Party of a written notice of
such failure from the Non-Breaching Party seeking to terminate such Service; provided,
however, that no Service may be terminated pursuant to this clause (ii)
until the parties have completed the dispute resolution process set forth in
Section 7.2 of the Master Agreement with respect to such Service; and
(iii) the parties may from time to time mutually agree to terminate any
Service, in whole but not in part, provided that any such agreement to
terminate a Service shall comply with Section 10.11 and include all terms
and conditions applicable to termination of the Service to be terminated.


 


(b)                                 In
addition to and not in limitation of the rights and obligations set forth in
Section 2.01(h), upon the request of the Recipient of a Service, (i) the
Provider of such Service will, during the term of this Agreement during which
such Provider is providing such Service to the Recipient, cooperate with the
Recipient and use its good faith, commercially reasonable efforts to assist the
transition of such Service to the Recipient (or Affiliate of the Recipient or
such third-party vendor designated by the Recipient) by the Service Termination
Date for such Service and (ii) the Provider of such Service will, for a
reasonable period of time after the effective date of any termination (which
shall not exceed the earlier of (1) the applicable Service Termination Date set
forth on Schedule A, Schedule A-1, or Schedule B
and (2) six months after the effective date of termination) of any such Service
pursuant to clause (ii) of Section 9.01(a), (A) at the written request of
the Recipient, continue to provide the terminated Service (subject to the
timely payment, when due and payable, by the Recipient of all Service Charges
related to such terminated Service) and (B) cooperate with the Recipient and
use its good faith, commercially reasonable efforts to assist the transition of
such Service to the Recipient (or Affiliate of the Recipient or such
third-party vendor designated by the Recipient) as soon as reasonably
practicable.  The Service Charges for a
terminated Service that is continuing to be provided pursuant to clause (ii)(A)
of the preceding sentence shall be the same as were in effect prior to the
termination of such Service.


 


SECTION 9.02.                 Effect
of Termination.  Except with respect
to any Service that is continuing to be provided pursuant to clause (ii)(A) of
Section 9.01(b) after the termination of such Service, upon termination or
expiration of any Service or Undertaking pursuant to this Agreement, the
relevant Provider will have no further obligation to provide the terminated
Service or expired Undertaking, and the relevant Recipient will have no
obligation to pay any future Service Charges or Other Costs relating to any
such Service or Undertaking (other


 


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than for or in
respect of Services or Undertakings provided in accordance with the terms of
this Agreement and received by such Recipient prior to such termination).  Upon termination of this Agreement in
accordance with its terms, no Provider will have any further obligation to
provide any Service or Undertaking, and no Recipient will have any obligation
to pay any Service Charges or Other Costs relating to any Service or
Undertaking or make any other payments under this Agreement (other than for or
in respect of Services or Undertakings received by such Recipient prior to such
termination).


 


SECTION 9.03.                 Survival.  Sections 3.02(a) and (b) (Six Sigma
Programs), Section 4.01 (Leases), Section 4.02 (Computer-Based
Resources), Sections 4.06(c) and (d) (Management Consulting Services),
Article V (Costs and Disbursements), Article VII (Indemnification;
Limitation on Liability), Article VIII (Dispute Resolution),
Section 9.02 (Effect of Termination), Section 9.03 (Survival), and
Article X (General Provisions) shall survive the expiration or other
termination of this Agreement and remain in full force and effect.


 


SECTION 9.04.                 Business
Continuity; Force Majeure.


 


(a)                                  Each
of GE and the Company shall maintain and comply with reasonable disaster
recovery, crisis management and business continuity plans and procedures
designed to help ensure that it can continue to provide the Services in
accordance with this Agreement in the event of a disaster or other significant
event that might otherwise impact its operations.  Upon the written request of a Recipient, a Provider shall (i)
disclose to the Recipient the Provider’s disaster recovery, crisis management
and business continuity plans and procedures applicable to a Service and (ii)
permit the Recipient to participate in testing of such disaster recovery,
crisis management and business continuity plans and procedures, in each case so
that the Recipient may assess such plans and procedures and develop or modify
its own such plans and procedures in connection with the Service as Recipient
reasonably deems necessary.


 


(b)                                 No
party hereto (or any Person acting on its behalf) shall have any liability or
responsibility for failure to fulfill any obligation (other than a payment
obligation) under this Agreement so long as and to the extent to which the
fulfillment of such obligation is prevented, frustrated, hindered or delayed as
a consequence of circumstances of Force Majeure; provided that such
party shall have exhausted the procedures described in its disaster recovery,
crisis management, and business continuity plan.  A party claiming the benefit of this provision shall, as soon as
reasonably practicable after the occurrence of any such event:  (i) notify the other party of the nature and
extent of any such Force Majeure condition and (ii) use commercially reasonable
efforts to remove any such causes and resume performance under this Agreement
as soon as feasible.


 


ARTICLE X



GENERAL PROVISIONS


 


SECTION 10.01.           Independent
Contractors.  In providing Services
hereunder, the Provider shall act solely as independent contractor and nothing
in this Agreement shall constitute or be construed to be or create a
partnership, joint venture, or principal/agent relationship between the
Provider, on the one hand, and the Recipient, on the other.  All Persons


 


21

















 


employed by the
Provider in the performance of its obligations under this Agreement shall be
the sole responsibility of the Provider.


 


SECTION 10.02.           Subcontractors.  Any Provider may hire or engage one or more
subcontractors to perform any or all of its obligations under this Agreement; provided
that such Provider shall in all cases remain responsible for all its
obligations under this Agreement, including, without limitation, with respect
to the scope of the Services, the Standard for Services and the content of the
Services provided to the Recipient. 
Under no circumstances shall any Recipient be responsible for making any
payments directly to any subcontractor engaged by a Provider.


 


SECTION 10.03.           Additional Services; Books and Records.


 


(a)                                  If,
during the term of this Agreement, any party hereto identifies a need for
additional or other transition services to be provided by or on behalf of the
Company or GE, the parties hereto agree to negotiate in good faith to provide
such requested services (provided that such services are of a type generally
provided by the relevant Provider at such time) and the applicable service
fees, payment procedures, and other rights and obligations with respect
thereto.  To the extent practicable,
such additional or other services shall be provided on terms substantially
similar to those applicable to Services of similar types and otherwise on terms
consistent with those contained in this Agreement.  If, during the 24-month period commencing on the date hereof, GE
identifies a need for an additional transition service to be provided by or on
behalf of the Company and such service has, in the ordinary course, been
provided by the Company to GE prior to the date hereof, then GE shall not be
required to pay any additional consideration to the Company to receive such
service, and the Company shall be deemed to be compensated for such service by
means of the payment by GE to the Company of the amount set forth in the second
sentence of Section 5.01(a).


 


(b)                                 All
books, records and data maintained by a Provider for a Recipient with respect
to the provision of a Service to such Recipient shall be the exclusive property
of such Recipient.  The Recipient, at
its sole cost and expense, shall have the right to inspect, and make copies of,
any such books, records and data during regular business hours upon reasonable
advance notice to the Provider.  At the
sole cost and expense of the Provider, upon termination of the provision of any
Service, the relevant books, records and data relating to such terminated
Service shall be delivered by the Provider to the Recipient in a mutually
agreed upon format to the address of the Recipient set forth in
Section 10.05 or any other mutually agreed upon location; provided,
however, that the Provider shall be entitled to retain one copy of all
such books, records and data relating to such terminated Service for archival
purposes and for purposes of responding to any dispute that may arise with
respect thereto.


 


SECTION 10.04.           Confidential Information.  Genworth agrees to maintain and safeguard
all GE Confidential Information pursuant to Section 6.2 of the Master
Agreement and GE agrees to maintain and safeguard all Genworth Confidential
Information pursuant to Section 6.2 of the Master Agreement, and each
party hereto agrees that Section 6.2 of the Master Agreement is hereby
incorporated by reference into, and a made a part of, this Agreement.  If any Provider in connection with the
provision of a Service, or the Company in connection with the provision of any
Management Consulting Service, constitutes a Business Associate (as defined


 


22

















 


in HIPAA and/or
the HIPAA Privacy Rule) and uses Recipient’s, or in the case of the Management
Consulting Services, GE’s, Protected Health Information (as defined in HIPAA
and/or the HIPAA Privacy Rule), then the terms of Schedule F shall
apply with respect to such Service or Management Consulting Service.


 


SECTION 10.05.           Notices.  All notices, requests, claims, demands and other communications
under this Agreement shall be in writing and shall be given or made (and shall
be deemed to have been duly given or made upon receipt) by delivery in person,
by overnight courier service, by facsimile with receipt confirmed (followed by
delivery of an original via overnight courier service) or by registered or
certified mail (postage prepaid, return receipt requested) to the respective
parties at the following addresses (or at such other address for a party as
shall be specified in a notice given in accordance with this
Section 10.05):


 


(a)                                  if
to GE:


 


General Electric Capital Corporation

260 Long Ridge Road

Stamford, CT  06927

Attention:  General Counsel


 


with a copy to:


 


Weil, Gotshal &
Manges LLP

767 Fifth Avenue

New York, NY  10153

Attention:  Howard Chatzinoff, Esq.


 


if to the Company:


 


Genworth Financial, Inc.

6620 West Broad Street

Richmond, VA 23230

Attention:  General Counsel


 


with a copy to:


 


Hunton & Williams LLP

Riverfront Plaza, East Tower

951 E. Byrd Street

Richmond, VA 23219-4074

Attention:  Allen C. Goolsby, Esq.


 


SECTION 10.06.           Taxes.


 


(a)                                  Each
party shall be responsible for any personal property taxes on property it owns
or leases, for franchise and privilege taxes on its business, and for taxes
based on its net income or gross receipts.


 


23

















 


(b)                                 Each
Recipient may report and (as appropriate) pay any sales, use, excise,
value-added, services, consumption, and other taxes and duties (“Taxes”)
directly if the Recipient provides the applicable Provider with a direct pay or
exemption certificate.


 


(c)                                  A
Provider shall promptly notify the applicable Recipient of, and coordinate with
the Recipient the response to and settlement of, any claim for Taxes asserted
by applicable taxing authorities for which the Recipient is alleged to be
financially responsible hereunder. 
Notwithstanding the above, the Recipient’s liability for such Taxes is
conditioned upon the Provider providing the Recipient notification within ten
(10) business days of receiving any proposed assessment of any additional
Taxes, interest or penalty due by the Provider.


 


(d)                                 Each
Recipient shall be entitled to receive and to retain any refund of Taxes paid
to a Provider pursuant to this Agreement. 
In the event a Provider shall be entitled to receive a refund of any
Taxes paid by a Recipient to the Provider, the Provider shall promptly pay, or
cause the payment of, such refund to the Recipient.


 


(e)                                  Each
of the parties agrees that if reasonably requested by the other party, it will
cooperate with such other party to enable the accurate determination of such
other party’s tax liability and assist such other party in minimizing its tax
liability to the extent legally permissible. 
The Provider’s invoices shall separately state the amounts of any Taxes
the Provider is proposing to collect from the Recipient.


 


SECTION 10.07.           Regulatory
Approval and Compliance.  Each of GE
and the Company shall be responsible for its own compliance with any and all
Laws applicable to its performance under this Agreement; provided, however,
that each of GE and the Company shall, subject to reimbursement of
out-of-pocket expenses by the requesting party, cooperate and provide one
another with all reasonably requested assistance (including, without limitation,
the execution of documents and the provision of relevant information) required
by the requesting party to ensure compliance with all applicable Laws in
connection with any regulatory action, requirement, inquiry or examination
related to this Agreement or the Services.


 


SECTION 10.08.           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 10.09.           Entire
Agreement.  Except as otherwise
expressly provided in this Agreement, this Agreement (including the Schedules
hereto) 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.


 


24

















 


SECTION 10.10.           Assignment;
No Third-Party Beneficiaries.  This
Agreement shall not be assigned by any party hereto without the prior written
consent of the other party; provided, however, that (i) in the
event the Company sells all or part of the Genworth Business (a “Genworth
Divested Unit”) to a third party, GE shall remain obligated to continue to
provide GE Services to such Genworth Divested Unit (but not otherwise to such
third party acquirer) to the extent it was providing such GE Services
immediately prior to such divestiture, pursuant to the terms of this Agreement,
unless otherwise agreed upon by the parties hereto, (ii) in the event GE sells
all or part of the Retained Businesses (a “GE Divested Unit”) to a third
party, the Company shall remain obligated to continue to provide Company
Services to such GE Divested Unit (but not otherwise to such third party
acquirer) to the extent it was providing such Company Services immediately
prior to such divestiture, pursuant to the terms of this Agreement, unless
otherwise agreed upon by the parties hereto, (iii) in the event the Company
acquires a business or portion thereof by merger, stock purchase, asset
purchase, reinsurance or other means (a “Genworth Acquired Unit”), then
GE shall be obligated to provide the GE Services to such Genworth Acquired
Unit, to the extent applicable, pursuant to the terms of this Agreement, unless
otherwise agreed upon by the parties hereto; provided, however,
that in the event that the acquisition of a Genworth Acquired Unit results in a
change in the volume or quantity of any GE Service which thereby causes a
material increase in GE’s cost to provide such GE Service, then the parties
hereto shall negotiate in good faith and use their commercially reasonable
efforts to agree upon a mutually agreeable price adjustment for such GE Service
to compensate GE for such increased costs, and (iv) in the event GE acquires a
business that engages in a business of the type engaged in by the Retained
Businesses (a “GE Acquired Unit”), then the Company shall be obligated
to provide the Company Services to such GE Acquired Unit, to the extent
applicable, pursuant to the terms of this Agreement, unless otherwise agreed
upon by the parties hereto; provided, however, that in the event
that the acquisition of a GE Acquired Unit results in a change in the volume or
quantity of any Company Service which thereby causes a material increase in the
Company’s cost to provide such Company Service, then the parties hereto shall
negotiate in good faith and use their commercially reasonable efforts to agree
upon a mutually agreeable price adjustment for such Company Service to
compensate the Company for such increased costs.  Nothing in clause (iv) of the preceding sentence shall be deemed
to waive any party’s rights or relieve or otherwise satisfy any party’s
obligations under Section 6.12 of the Master Agreement.  Notwithstanding the foregoing, GE’s
obligation to provide Services to a Genworth Divested Unit and the Company’s
obligation to provide Services to a GE Divested Unit shall be subject to (A) at
the sole discretion of the Provider of the Services, the implementation of new
Service Charges (solely with respect to Services to be provided to such
Divested Unit) proposed by the Provider of such Services that are consistent
with applicable market rates for such Services; (B) the seller of such Divested
Unit or the third party purchaser of such Divested Unit agreeing to pay, or
cause to be paid, any incremental fees or expenses incurred by the Provider in
connection with establishing or transitioning the provision of such Services to
the third party; (C) obtaining any consents that are necessary to enable the
Provider to provide the Services to the third party; provided, that GE
and the Company shall each use commercially reasonable efforts to obtain any
such consents; (D) the third party purchaser of such Divested Unit agreeing to
any reasonable security measures implemented by the Provider in providing the
Services as deemed necessary by the Provider to protect its Information
Systems; and (E) the third party purchaser of such Divested Unit agreeing in
writing to be bound by all applicable provisions of this Agreement.  Except as provided in


 


25

















 


Article VII
with respect to Provider Indemnified Parties and Recipient Indemnified Parties,
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 any legal or
equitable right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement.


 


SECTION 10.11.           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 10.12.           Rules
of Construction.  Interpretation of
this Agreement shall be governed by the following rules of construction:  (a) words in the singular shall be held to
include the plural and vice versa and words of one gender shall be held to
include the other gender as the context requires, (b) references to the terms
Article, Section, paragraph, and Schedule are references to the Articles,
Sections, paragraphs, and Schedules to this Agreement unless otherwise
specified, (c) the word “including” and words of similar import shall mean
“including, without limitation,” (d) provisions shall apply, when appropriate,
to successive events and transactions, (e) the headings contained herein are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement and (f) this Agreement shall be construed
without regard to any presumption or rule requiring construction or
interpretation against the party drafting or causing any instrument to be
drafted.  Unless specifically stated in
the Master Agreement that a particular provision of the Master Agreement should
be given effect in lieu of a conflicting provision in this Agreement, to the
extent that any provision contained in this Agreement conflicts with, or cannot
logically be read in accordance with, any provision of the Master Agreement,
the provision contained in this Agreement shall prevail.


 


SECTION 10.13.           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 10.14.           No Right to Set-Off.  The Recipient shall pay the full amount of
costs and disbursements including Other Costs incurred under this Agreement,
and shall not set-off, counterclaim or otherwise withhold any other amount owed
to the Provider on account of any obligation owed by the Provider to the
Recipient.


 


[SIGNATURE PAGE
FOLLOWS]


 


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IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed on the date first written
above by their respective duly authorized officers.


 


	
   

  	
  GENERAL ELECTRIC
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC
  CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GE FINANCIAL ASSURANCE
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GEI, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GNA CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


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  GE ASSET MANAGEMENT
  INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GE MORTGAGE HOLDINGS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENWORTH FINANCIAL,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
					



 


28

















 


SCHEDULE A


 


GE
SERVICES


 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
  Finance
  and Related Services

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
   

  	
  Web Cash Banking

  The Company will continue to have access to and use of GE’s Web Cash Banking
  Application for data feeds, including General Ledger interface.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.  Unit costs will not exceed the 2003 rates.

  	
   

  	
  The earlier of the date
  on which GE’s ownership interest in the Company drops below 30% or the
  completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
   

  	
  Cash Banking (Europe,
  Canada and Australia)

  The Company will continue to have access to and use of GE’s
  Gateway Cash Banking Application

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.  Unit costs will not exceed the 2003 rates.

  	
   

  	
  The earlier of the date
  on which GE’s ownership interest in the Company drops below 30% or the
  completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
   

  	
  Bank Account
  Administration (Global)

  The Company will continue have access to and use of GE’s BAAS system for the
  establishment of bank accounts. 
  Country specific bank accounts established through GE arrangements
  will be maintained (e.g., various European countries)

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.  Unit costs will not exceed the 2003 rates.

  	
   

  	
  The earlier of the date
  on which GE’s ownership interest in the Company drops below 30% or the
  completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.

  	
   

  	
  Treasury BRM (Global)

  The Company will continue to have access to and use of GE’s BRM (Weiland)
  system, which is managed by GE’s Treasury Department.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.  Unit costs will not exceed the 2003 rates.

  	
   

  	
  The earlier of the date
  on which GE’s ownership interest in the Company drops below 30% or the
  completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.

  	
   

  	
  Tax Systems (Global)

  The Company will continue to have access to, and receive data and technical
  support from, all of GE’s Tax Systems, including, but not limited to, DCS,
  VantageTax(tm), GHOST, FIR, GTAS, STARS (and STARS Package), VFR, GOLD, DST
  (disclosure statement tool), PTS (partnership tracking system), 

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components allocated to all items
  that are related to tax services in this Schedule A of this Agreement (item
  #’s 5-11). Unit costs will not exceed the 2004 rates.

  	
   

  	
  The earlier of the
  Trigger Date +6 months or the completion of the Company’s transition.

  



 


29

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
   

  	
   

  	
  OSCAR (state tax calendar)
  and other systems.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.

  	
   

  	
  State Tax Compliance
  (US)

  GE will continue to provide state and local income and
  franchise tax services including the preparation and the filing of all of the
  state local income and franchise tax returns consistent with past practice by
  GE.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components allocated to all items
  that are related to tax services in this Schedule A of this Agreement (item
  #’s 5-11).  Unit costs will not exceed
  the 2004 rates.

  	
   

  	
  The earlier of the
  Trigger Date or the completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.

  	
   

  	
  State Tax Planning (US)

  GE will continue to provide state and local tax consulting services
  consistent with past practice by GE.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components allocated to all items
  that are related to tax services in this Schedule A of this Agreement (item
  #’s 5-11).  Unit costs will not exceed
  the 2004 rates.

  	
   

  	
  The earlier of the
  Trigger Date or completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.

  	
   

  	
  U.S. Tax Compliance
  (US)

  GE will continue to provide federal tax services including the access to the
  tax return software which includes the functionality for the preparation and
  the filing of all U.S. federal tax returns consistent with past practice by
  GE.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components allocated to all items
  that are related to tax services in this Schedule A of this Agreement (item
  #’s 5-11). Unit costs will not exceed the 2004 rates.

  	
   

  	
  The earlier of the
  Trigger Date or the completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.

  	
   

  	
  U.S. Tax Planning (US)

  GE will continue to provide federal tax consulting services consistent with
  past practice by GE.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components allocated to all items
  that are related to tax services in this Schedule A of this Agreement (item
  #’s 5-11).  Unit costs will not exceed
  the 2004 rates.

  	
   

  	
  The earlier of the
  Trigger Date or the completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.

  	
   

  	
  Non-U.S. Tax Compliance
  (Global)

  GE will continue to provide global tax services including the preparation and
  the filing of non-U.S. tax returns consistent with past practice by GE.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components allocated to all items
  that are related to tax services in this Schedule A of this Agreement (item
  #’s 5-11).  Unit costs will not exceed
  the 2004 rates.

  	
   

  	
  The earlier of the
  Trigger Date or the completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.

  	
   

  	
  Non-U.S. Tax Planning
  (Global)

  GE will continue to provide global tax consulting services consistent with
  past practice by GE.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components allocated to all items
  that are related to tax services in this Schedule 

  	
   

  	
  The earlier of the
  Trigger Date or the completion of the Company’s transition.

  



 


30

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  A of this Agreement
  (item #’s 5-11).  Unit costs will not
  exceed the 2004 rates.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.

  	
   

  	
  Credit Card
  Administration (Global)

  The Company’s employees will continue to be able use GE Corporate Credit
  Cards for business-related purchases (including Amex contract in Europe).

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.  Unit costs will not exceed the 2003 rates.

  	
   

  	
  The earlier of the
  Trigger Date or completion of the Company’s transition to a new benefit and
  payroll system.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.

  	
   

  	
  GAAP Reference (Global)

  The Company will continue to have access to and use of GE’s GAAP Reference
  materials and personnel.

  	
   

  	
  No Charge.

  	
   

  	
  The earlier of the
  Trigger Date + six months or completion of the Company’s transition

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  14.

  	
   

  	
  Corporate Freight
  Processing (Global)

  The Company will continue to utilize the Corporate Freight Payment Center for
  Freight Processing and Administration

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of the
  Trigger Date or completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.

  	
   

  	
  Corporate Audit Staff
  (Global)

  The Company will continue to have access to and use of the GE Corporate Audit
  Staff (including for business integration purposes).

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  The later of (i) the
  Trigger Date, (ii) the end of the Company’s second fiscal quarter of 2005 or
  (iii) completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.

  	
   

  	
  IBS (Global)

  Access to and use of GE’s Intercompany Billing System

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of the
  Trigger Date plus 6 months or completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  17.

  	
   

  	
  Treasury Services (Global)

  Operational and Consulting Process Changes for bank accounts and cash pooling
  transition

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of the
  Trigger Date or completion of the Company’s development of in-house
  capability.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  18.

  	
   

  	
  Treasury Services
  (Europe &Australia)

  GE will continue to provide all required treasury support functions which are
  performed today

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of the
  Trigger Date or completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.

  	
   

  	
  Financial Reporting
  Tools (Global)

  The Company will continue to have access to and use of 

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  For as long as the
  Company is required to provide financial information to GE 

  



 


31

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
   

  	
   

  	
  GE Financial Reporting
  Applications including Data Parking Lot/CDR, STAR and WRI.

  	
   

  	
   

  	
   

  	
  pursuant to the Master
  Agreement

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20.

  	
   

  	
  Financial Systems
  (Australia)

  GE will provide access to and use of applications and support on all shared
  financial systems provided by GE such as Oracle Financials, Oracle
  Discoverer, Oracle Financial Analyzer to the Company’s Mortgage Division in
  Australia.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of one year
  from Trigger Date or the completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  21.

  	
   

  	
  Financial Systems
  Support (Europe)

  GE will provide existing finance systems service support and administration
  as per the remit of the current Finance Systems group center of excellence.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of one year
  from Trigger Date or the completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  22.

  	
   

  	
  Shared Services
  (Europe).

  The GE Shared Services Centers in Europe will continue to provide shared
  services support as currently provided including accounting, tax, supplier
  payments).

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date + one year

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  23.

  	
   

  	
  Shared Services (Japan)

  GE will continue to provide through its offices at Kowas 35 Building, Tokyo,
  Japan HR, finance (Billing), IT, Administration, and Facility support to the
  Company’s Mortgage Insurance division.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of Trigger
  Date plus twelve months or completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  24.

  	
   

  	
  Account Reconciliation
  (Europe & Australia)

  GE will continue to provide Account Reconciliation Tools and Support

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of the
  Trigger Date plus six months or completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  25.

  	
   

  	
  Account Reconciliation
  (US, Australia & Canada)

  GE will continue to provide the Company with access to and use of the Account
  Reconciliation system developed and hosted by GE’s ERC division.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of the
  Trigger Date plus six months of the completion of the Company’s transition.

  



 


32

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
  26.

  	
   

  	
  Portfolio Analyzer –
  Derivatives (US)

  GE will provide the Company with access to and use of its Derivative
  Portfolio Analyzer Systems.

  	
   

  	
  No charge as long as
  Investment Management Agreements (IMAs) are in effect (included in fees
  payable by the Company under IMA); Post IMA termination – actual costs via
  the allocation methodology developed for all GE components.

  	
   

  	
  The earliest of the
  Trigger Date +12 Months or Termination of the IMA + 6 months or completion of
  the Company’s transition

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  27.

  	
   

  	
  CATS (US)

  GE will provide the Company with access to and use of its CATS Research
  Tracking & Reporting System

  	
   

  	
  No Charge as long as
  Investment Management Agreements (IMA) are in effect (included in fees
  payable by the Company under IMA); Post IMA termination – Actual costs via
  the allocation methodology developed for all GE components.

  	
   

  	
  The earliest of the
  Trigger Date + 12 months or termination of IMA + 6 months or completion of
  the Company’s transition

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  28.

  	
   

  	
  Controllership (Europe)

  GE to provide continued access to and participation in the European
  Controllership Council

  	
   

  	
  No charge

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  29.

  	
   

  	
  T&L Administration
  (US)

  GE will continue to provide the Company with access to and use of its Travel
  Management systems, services, and administration.

  	
   

  	
  Combination of actual
  travel costs plus administrative allocation.

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  30.

  	
   

  	
  Derivatives Accounting
  (Global)

  GE will provide the Company with access to and use of its MONSTER derivatives
  accounting application

  	
   

  	
  No charge as long as
  Investment Management Agreements (IMAs) are in effect (included in fees
  payable by the Company under IMA); Post IMA termination – actual costs via
  the allocation methodology developed for all GE components

  	
   

  	
  The earliest of the
  Trigger Date + 12 months or Termination of the IMA + 6 months or completion
  of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  31.

  	
   

  	
  Treasury Services
  (Europe)

  GE will continue to provide the Company with access to and use of GE’s TRS
  system while it is managed by GE’s treasury department.

  	
   

  	
  Actual payroll costs
  and the expense allocation methodology developed for all GE components.

  	
   

  	
  The earlier of the date
  on which GE’s ownership interest in the Company drops below 30% or the
  completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Human
  Resources and Related Services

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  32.

  	
   

  	
  GEII/GMS
  (Global)

  The Company will continue to have access to and use of 

  	
   

  	
  Actual costs
  via the allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date
  (or up to six months later by mutual consent)

  



 


33

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
   

  	
   

  	
  GE’s
  expatriate, ISOS emergency medical treatment and evacuation services.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  33.

  	
   

  	
  Payroll
  Administration (Global)

  The Company’s payroll will continue to be processed and administered by GE
  through its facilities at CBSI, Leeds and other locations covering countries
  in which the Company has any employees.

  	
   

  	
  Actual
  payroll costs and the expense allocation methodology developed for all GE
  components.

  	
   

  	
  Trigger Date
  (US); Trigger Date (or up to six months later by mutual consent) (non-US)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  34.

  	
   

  	
  U.S. Benefit
  Plan Design & Administration

  GE will administer all US benefit plans that the Company’s employees were
  eligible to participate in immediately prior to this Agreement and which they
  will continue to participate in pursuant to the Employee Matters Agreement.

  	
   

  	
  Actual costs
  and the expense allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  35.

  	
   

  	
  Non U.S.
  Employee Benefits Services

  GE will administer all non-US benefit plans that the Company’s employees were
  eligible to participate in immediately prior to this Agreement and which they
  will continue to participate in pursuant to the Employee Matters Agreement
  wherever the Company has any employees.

  	
   

  	
  Actual costs
  and the expense allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date
  (or up to six months later by mutual consent)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  36.

  	
   

  	
  Workers
  Compensation (Global)

  The Company’s employees will continue to participate in, and GE will continue
  to administer the Workers Compensation insurance program.

  	
   

  	
  Actual costs
  and the expense allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date
  (or up to six months later by mutual consent)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  37.

  	
   

  	
  Leadership
  Courses (Global)

  The Company’s employees will continue to be able to attend courses hosted at
  the Jack Welch Leadership Center in Crotonville, New York.  GE will permit the Company to send the
  same number of students to Crotonville classes in 2004 as it permitted in
  2003.

  	
   

  	
  Actual costs
  via the allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date

  



 


34

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
  38.

  	
   

  	
  Executive
  Comp Administration (Global)

  The Company’s employees may continue to participate in a combination of GE
  Executive and Company Executive Compensation and other programs pursuant to
  the Employee Matters Agreement, including executive medical examinations,
  automobile leasing and financial counseling.

  	
   

  	
  Actual costs
  and the expense allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  39.

  	
   

  	
  Other HR
  Related Applications

  	
   

  	
  No Charge

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
  •

  	
  Mergers and Acquisitions (Global)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  HR Practices (Global)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  GE Opinion Survey (Global)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  GE Survey Suite (Global)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  eHR (Global)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  HR Privacy (Global)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  Employee Services Portal (Global)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  Resolve (US)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  Benefits Integration (US)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  Benefits Access (US)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  Oracle HR Data Mart (US)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  Join GE (US)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  eEMS (Global)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  Compensation
  Planning (US)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  Career
  Opportunity System (Global)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  eSession C
  (Global)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  eExit (Global)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  eStart (Global)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  Government HR
  Reporting System (EEOC, etc.) (US)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  360 Degree Peer
  Evaluation System (Global)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  Union Awareness
  (Global)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  ELearning

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  My Development

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  Employee Verification

  	
   

  	
   

  	
   

  	
   

  



 


35

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
  40.

  	
   

  	
  Oracle HR
  (Global)

  Access to and use of Oracle HR application.

  	
   

  	
  Actual costs
  and the expense allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  41.

  	
   

  	
  Hire Systems
  (Global)

  Access to and use of GE’s vendor-operated hiring management system.

  	
   

  	
  Actual costs
  and the expense allocation developed for all GE components

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  42.

  	
   

  	
  RMLP, HRLP,
  FMP & IMLP Administration (Global)

  Education for GE’s Management Leadership Programs.

  	
   

  	
  Actual costs
  via the allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  43.

  	
   

  	
  EIMP
  Administration (Global)

  Administrative, recruiting, education, and off-program support for GE’s
  Experienced Information Management Program.

  	
   

  	
  Actual costs
  via the allocation methodology developed for all GE components.

  	
   

  	
  Second
  anniversary of the Trigger Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  44.

  	
   

  	
  Corporate
  Sourced External HR Services (Global)

  Use of services purchased in bulk by GE Corporate HR on behalf of GE
  businesses, e.g., background checks, job postings, etc.

  	
   

  	
  Actual cost
  and the expense allocation developed for all GE components.

  	
   

  	
  Trigger
  Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Legal
  and Related Services

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  45.

  	
   

  	
  Legal
  Practice Groups, Legal & Compliance Meetings, and Legal & Compliance
  Distribution Lists (Global)

  The Company will continue to have access to and the opportunity to
  participate in GE’s Legal Practice Groups and Legal and Compliance meetings
  at regional, national, and pole levels. 
  GE shall include the Company’s legal and compliance staff on all GE
  legal and compliance distribution lists.

  	
   

  	
  No Charge
  other than meeting fees charged to all participants

  	
   

  	
  Trigger
  Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  46.

  	
   

  	
  eInvoicing
  (US)

  The Company will continue to have access to and use of the electronic law
  firm billing, routing, review, and 

  	
   

  	
  Actual costs
  via the allocation methodology developed for all GE components.

  	
   

  	
  Trigger
  Date.

  



 


36

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
   

  	
   

  	
  approval
  system.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  47.

  	
   

  	
  GOLDnet (Global)

  The Company will continue to have access to and use of GE’s legal entity
  database

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  When the Company is no
  longer included in GOLDnet

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  48.

  	
   

  	
  GE Legal Intranet
  (Global)

  The Company will have continue to have access to and use of GE’s intranet set
  for the legal community.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  49.

  	
   

  	
  Westlaw Database
  (Global)

  The Company will have access to and use of the Westlaw database.

  	
   

  	
  Actual costs billed via
  the allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  50.

  	
   

  	
  Pay and
  Benefit Legal Support (Global)

  GE will provide legal counsel related to the Company’s historic and
  continuing participation in GE’s payroll systems and benefit plans.

  	
   

  	
  No Charge

  	
   

  	
  Legal
  counsel terminates when the Company no longer participates in the applicable
  benefit plan.  Legal representation is
  provided for any claim for benefits under a GE benefit plan regardless of
  when the claim arises, as provided in the Master Agreement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  51.

  	
   

  	
  eCommerce
  Related Legal Support (US)

  The Retained Businesses will provide legal support of the Company’s websites.

  	
   

  	
  No Charge

  	
   

  	
  90 days from
  the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  52.

  	
   

  	
  Government Relations
  (Global)

  GE will assist and provide the Company with:

  	
   

  	
  No Charge

  	
   

  	
  Trigger Date except
  access to K. Fulton for the Mortgage business (1/1/05) and coordination
  regarding tax and financial services issues (Trigger Date plus six months)

  
	
   

  	
  •

  	
   

  	
  Global lobbying efforts
  and cooperation in accessing Government Officials to facilitate the Company’s
  transition  

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
   

  	
  Access to GE Washington
  office (K. Fulton, N. Dorn, P. Prowitt) to facilitate the Company’s
  transition and introductions

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
   

  	
  Access to B. Mattox as
  a resource regarding the Company’s tax matters

  	
   

  	
   

  	
   

  



 


37

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
  •

  	
   

  	
  Coordination to ensure
  harmonization of tax issues and financial services issues involving GE and
  the Company

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
   

  	
  Access to K. Fulton to
  assist in the transitioning of the mortgage business to the Company including
  without limitation assistance with issues related to Fannie Mae and Freddie
  Mac

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
   

  	
  Continued equivalent
  access to GE State Level Resources

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
   

  	
  Consultation by K.
  Riordan and state-based GE liaison on matters relating to the Company’s
  development of state retainers, networks and national political organizations

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
   

  	
  Maintaining state tax
  support for the Company

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
   

  	
  Access to state
  retained lobbyists for consultation and engagement by the Company

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
   

  	
  Access to GE Country
  Managers and use of GE resources during transition, specifically Corporate
  IL&P and consultation by GE Country Managers for introduction of the
  Company’s new international leaders including without limitation introduction
  of the Company’s Mortgage Insurance leaders for Asia

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
   

  	
  GE Country Managers to
  provide assurances to the Canadian Government that GE’s interests are aligned
  with maintaining the current strength and viability of the Company’s Canadian
  Mortgage operations and  meet with
  Canadian Government to facilitate the Company’s introduction to the Canadian
  Government

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  53.

  	
   

  	
  Legal Preferred
  Provider Arrangements (Global)

  The Company will be entitled to the law firm rates GE negotiates with
  preferred providers.

  	
   

  	
  No Charge.

  	
   

  	
  Until GE ownership in
  the Company drops below 10%.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  54.

  	
   

  	
  Public Relations –
  Media Activity System (MAS) (Global)

  The Company will continue to have access to and use of 

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date plus 6
  months

  



 


38

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
   

  	
   

  	
  MAS.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  55.

  	
   

  	
  GE Ombudsman (Global)

  GE shall route all Company-related inquiries to the GE ombudsman to the
  Company’s ombudsman.

  	
   

  	
  No Charge

  	
   

  	
  Until GE ownership in
  the Company drops below 10%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  56.

  	
   

  	
  Practical Law (Europe)

  The Company will continue to have access to and use of this European monthly
  magazine and database.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.  Unit costs will not exceed 2003 rates.

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  57.

  	
   

  	
  Transaction Control
  Authority (Global)

  The Company will continue to have access to and use of GE’s Transaction
  Control Authority and related software.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  58.

  	
   

  	
  Do Not Call List (US)

  The Company will continue to have access to and use of GE’s and/or the
  Retained Businesses’ Do Not Call List and related software.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  59.

  	
   

  	
  Watch List (Global)

  The Company will continue to have access to and use of GE’s
  Watch List (OFAC, etc.) and Watch List Database Search, used for security
  screening

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  60.

  	
   

  	
  Trademark Searches,
  Registrations and Maintenance (Global)

  GE will continue its maintenance services for all trademarks existing as of
  the date hereof and used or owned by the Company and will perform trademark
  searches and new registrations upon the Company’s request.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date

  



 


39

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
  61.

  	
   

  	
  Non-U.S.
  Patent Filing and Prosecution (Global)

  Upon the Company’s request, GE will file, prosecute, and pay maintenance fees
  for the Company’s non-U.S. patent applications.

  	
   

  	
  Actual costs
  via the allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  62.

  	
   

  	
  Domain Name
  Services (DNS) Registration and Maintenance (Global)

  GE will continue its maintenance services for all URLs existing as of the
  date hereof and used or owned by the Company and will perform new
  registrations upon the Company’s request.

  	
   

  	
  Actual costs
  via the allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  63.

  	
   

  	
  GE PAGE System (Global)

  The Company will continue to have use of and access to GE’s PAGE system, a
  software tool and database for patent matters on the same basis as it is made
  available to the other GE components.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  64.

  	
   

  	
  Holocaust Reporting
  (US)

  GE’s ERC division shall prepare and make all US regulatory filings related to
  the Holocaust on behalf of itself, the Company and any other affiliate
  insurance companies owned in whole or in part by GE.  The Company shall provide ERC on a timely
  basis with all required information.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components

  	
   

  	
  The earlier of the
  first date upon which consolidated filings are no longer required by
  insurance regulators and the date upon which GE’s ownership in the Company
  falls below 10%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IT –
  Misc Application, Infrastructure & Related Services

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  65.

  	
   

  	
  Infrastructure Support
  (US)

  GE will continue to provide Web Hosting, Local Area Network, Desktop, and
  Server Support to the Company’s Capital Management Services team (CMS) based
  in New York, New York.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  First Anniversary of
  the Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  66.

  	
   

  	
  e-Mail Processing
  (Global)

  GE will continue to provide SMTP relay, spam filtering, and e-Mail support,
  including Blackberry Wireless service, to the Company.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date

  



 


40

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
  67.

  	
   

  	
  eDealRoom (US)

  Access to and use of Deal Room Work Flow 
  application.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  68.

  	
   

  	
  Support Central
  (Global)

  GE will continue to provide support, access to and use of Support Central.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  69.

  	
   

  	
  IP re Address Routing
  (Global)

  GE will route the Company’s GE-assigned 3.0.0.0 network and 205.173.90.0
  subnets within GE.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  70.

  	
   

  	
  IP Address Use (Global)

  GE will allow use of the Company’s GE-assigned 3.0.0.0 subnet within the
  Company

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of the
  first anniversary of the Trigger Date or completion of the Company’s
  transition

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  71.

  	
   

  	
  SSO (Global)

  Access to and use of Single Sign On (“SSO”) and administration support for
  users of the Company’s external web sites.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of the
  Trigger Date or the completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  72.

  	
   

  	
  Remote Office
  Application (US)

  Access to and use of the remoteoffice.ge.com application.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of the
  Trigger Date or the completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  73.

  	
   

  	
  Document Repository
  (Global)

  Access to and use of the Internet based Quickplace application for sharing
  documents with employees outside of GE and the Company.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of the
  Trigger Date or the completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  74.

  	
   

  	
  Messaging System
  (Global)

  Support of the Sametime Environment.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  75.

  	
   

  	
  Integrity Website
  (Global)

  GE will continue to provide access to its internal Integrity Website.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date

  



 


41

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
  76.

  	
   

  	
  e-Mail address change
  (Global)

  Access to and use of <employee>@ge.com.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  77.

  	
   

  	
  Space on the GE Website
  (Global)

  GE will continue to contain information about the Company’s products on the
  GE website, from which potential customers of the Company may be transferred
  to the Company’s Website.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  78.

  	
   

  	
  InsideGE System
  (Global)

  GE will continue to provide the Company’s employees with access to and use of
  GE’s InsideGE intranet application and all associated web sites with the same
  access as provided immediately prior to the hate hereof.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  79.

  	
   

  	
  Credit Checks (Global)

  GE will continue to provide credit research services from its Alpharetta
  services.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of the
  Trigger Date or the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  80.

  	
   

  	
  MySixSigma
  (Global)

  GE will continue to provide access to and use of the MySixSigma system.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of the
  first anniversary of the Trigger Date or the completion the Company’s
  transition to its own system.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  81.

  	
   

  	
  Six Sigma Tracking
  (Global)

  GE will continue to provide access to and use of the Six Sigma tracking
  system.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of the
  first anniversary of the Trigger Date or the completion the Company’s
  transition to its own system.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  82.

  	
   

  	
  International Contractor Metrics (Global)

  GE will provide the Company with access to and use of the eMeasure system for
  International contractor reporting and tracking.

  	
   

  	
  Actual costs via the allocation methodology
  developed for all GE components.

  	
   

  	
  The earlier of the Trigger Date or the completion of
  the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  83.

  	
   

  	
  Database Marketing & Analysis Support (US)

  GE will provide the Company with access to and use of 

  	
   

  	
  Actual costs via the allocation methodology
  developed for all GE components.

  	
   

  	
  Trigger Date.

  



 


42

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
   

  	
   

  	
  the GEFA Customer Database

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  84.

  	
   

  	
  Database Marketing & Analysis Support (US)

  GE will provide the Company with access to and use of the Consumer Analytics
  Platform

  	
   

  	
  Actual costs via the allocation methodology
  developed for all GE components.

  	
   

  	
  Trigger Date + twelve months

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  85.

  	
   

  	
  Database Marketing & Analysis Support (US)

  GE will provide the Company with access to and use of the Prospect Database
  and Infrastructure

  	
   

  	
  Actual costs via the allocation methodology
  developed for all GE components.

  	
   

  	
  Trigger Date + twelve months

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  86.

  	
   

  	
  Infrastructure Support (US)

  GE will continue to provide Local Area Network, Voice, Desktop, and Server
  Support to the Company’s Independent Accountants Network (IAN).

  	
   

  	
  Actual costs via the allocation methodology
  developed for all GE components.

  	
   

  	
  First anniversary of the Trigger Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  87.

  	
   

  	
  Infrastructure Support (Europe)

  GE will continue to provide Local Area Network, Telecommunications equipment
  support, Voice, Desktop, and Server Support for the Company’s locations in
  Dublin, Germany, Copenhagen and Stockholm

  	
   

  	
  Actual costs via the allocation methodology
  developed for all GE components.

  	
   

  	
  First anniversary of the Trigger Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  88.

  	
   

  	
  Voice Support (Europe)

  GE will continue to provide Voice Support for the Company’s locations in
  Helsinki, Oslo and the Netherlands

  	
   

  	
  Actual costs via the allocation methodology
  developed for all GE components.

  	
   

  	
  First anniversary of the Trigger Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  89.

  	
   

  	
  Deskside Support (US)

  GE will continue to provide Local Area Network, Voice, Desktop, and Server
  Support to the Company’s employees in Stamford, and the Company’s real estate
  employees in Chicago, Atlanta & Los Angeles

  	
   

  	
  Actual costs via the allocation methodology
  developed for all GE components.

  	
   

  	
  The earlier of the Trigger Date or completion of the
  Company’s transition

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  90.

  	
   

  	
  Infrastructure Support (Canada)

  GE will continue to provide access to and use of the GE Canada LAN system for
  Company components based in Canada.

  	
   

  	
  Actual costs via the allocation methodology
  developed for all GE components.

  	
   

  	
  First anniversary of the Trigger Date.

  



 


43

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
  91.

  	
   

  	
  Telecommunications Services:
  (Global)

  Domestic Outbound, 800 Inbound, Domestic and International
  Dial Comm, Dial Comm Cards, Domestic Credit Card, International Direct Dial,
  International Credit Card, GE Global Telecommunications Network,
  Videoconferencing, Worldcom conference call facilities.

  	
   

  	
  Actual costs via the
  allocation methodology in effect during the billing period for all GE
  components.  Unit costs, where
  applicable, are not to exceed 2004 rates until December 31, 2005.  The Company will be notified 90 days in
  advance, as practicable, of any change to the annual unit cost to take effect
  after December 31, 2005.

  	
   

  	
  First anniversary of
  the Trigger Date. Use of GE’s telecommunication services (either in totality
  or individual components) can be extended in one-year increments based upon
  mutual agreement of both the Company and GE.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  92.

  	
   

  	
  Network Services:
  (Global)

  VPN Services; Proxy Server Management, Internet Routers, DNS Management,
  installation and configuration management; hardware, software, and carrier
  service provisioning, contract maintenance; Project Management; problem and
  change control management, E-mail gateway, Spam filters, Nortel remote access
  and GNO facilitation and coordination of services for WAN, ISP, and MAN
  Connectivity.

  	
   

  	
  Actual costs via the
  allocation methodology in effect during the billing period for all GE
  components.  Unit costs, where
  applicable, are not to exceed 2004 rates until December 31, 2005.  The Company will be notified 90 days in
  advance, as practicable, of any change to the annual unit cost to take effect
  after December 31, 2005.

  	
   

  	
  First anniversary of
  the Trigger Date. Use of GE’s network services (either in totality or
  individual components) can be extended in one-year increments based upon
  mutual agreement of both the Company and GE.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  93.

  	
   

  	
  Remote Access Services
  (Global)

  The Company will continue to have access to the Fibrelink infrastructure for
  remote access.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  94.

  	
   

  	
  Alpharetta Data Center
  (US & Canada)

  Mainframe, Midrange, Storage, Backup, and Network services currently provided
  by the Alpharetta Data Center.

  	
   

  	
  Actual costs, based on
  usage, via the allocation methodology developed for all GE components. Units’
  costs are not to exceed 2003 rates through December 31, 2005. Unit costs for
  subsequent years will be established on an annual basis. The Company will be
  notified 90 days in advance, as practicable, of any change to the annual unit
  cost to take effect after December 31, 2005.

  	
   

  	
  First anniversary of
  the Trigger Date. The Service can be extended in one-year increments based
  upon the mutual agreement of both the Company and GE.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  95.

  	
   

  	
  Cincinnati Data Center
  (Global)

  Mainframe, Midrange, Storage, Backup, e-Mail, Intranet, and Network services
  currently provided by the Cincinnati Data Center managed by GE’s Global
  Communications Operation.

  	
   

  	
  Actual costs, based on
  usage, via the allocation methodology developed for all GE components. Unit
  costs are not to exceed 2003 rates through December 31, 2005. Unit costs for
  subsequent years will be established on an annual basis.  The Company will be 

  	
   

  	
  First Anniversary of
  the Trigger Date. The Service can be extended in one-year increments based
  upon the mutual agreement of both the Company and GE.

  



 


44

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  notified 90 days in
  advance, as practicable, of any change to the annual unit cost to take effect
  after December 31, 2005.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  96.

  	
   

  	
  Kingswood Data Center (Europe)

  Mainframe Midrange, Storage, Backup, Security, Asset Management, and Network
  services currently provided by the Kingswood Data Center.

  	
   

  	
  Actual costs, based on usage, via the allocation
  methodology developed for all GE components. Units costs are not to exceed
  2003 rates through December 31, 2005. Unit costs for subsequent years will be
  established on an annual basis. The Company will be notified 90 days in
  advance, as practicable, of any change to the annual unit cost to take effect
  after December 31, 2005.

  	
   

  	
  The earlier of the Trigger Date plus 24 months or
  completion of the Company’s transition. 
  The Service can be extended in one-year increments based upon the
  mutual agreement of both the Company and GE.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  97.

  	
   

  	
  Communications Network
  (Global)

  The Company will continue to have access to GE’s intranet-based Global
  Communications Network applications (GECN).

  	
   

  	
  Actual costs, based on
  usage, via the allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  98.

  	
   

  	
  IT Technical Councils
  (Global)

  The Company will continue to be able to participate in IT technical councils,
  including, but not limited to the PMO Council, CTO Council and Security Forum
  & Council.

  	
   

  	
  No Charge

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  99.

  	
   

  	
  Metadata Directory
  Services (Global)

  GE will continue to provide the Company with access to its
  CDI application for Identify, Directory and Discovery Services.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  100.

  	
   

  	
  Helpdesk Management
  (US)

  GE shall manage the day-to-day activities of the Company or its contractors
  providing the Helpdesk, Desktop and Server support services to the retained
  businesses in Lakewood, CO and Ft. Washington, PA.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  October 22, 2004

  



 


45

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
  Investments

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  101.

  	
   

  	
  Fixed Income Analytics
  (Global)

  GEAM will provide the Company with access to and use of the Fixed Income
  Analytics Application (Yield Book Desktop Application).

  	
   

  	
  No Charge as long as
  Investment Management Agreements (IMA) are in effect (included in fees
  payable by the Company under IMA); Post IMA termination – Actual costs via
  the allocation methodology developed for all GE components

  	
   

  	
  The earliest of the
  Trigger Date + 12 months or termination of the IMA + 6 months or signing of a
  vendor agreement by the Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  102.

  	
   

  	
  Fixed Income Analytics
  and Cash Flows (Global)

  GEAM will provide the Company with access to and use of the Fixed Income
  Analytics and Cash Flows Application (BondEdge).

  	
   

  	
  No Charge as long as
  Investment Management Agreements (IMA) are in effect (included in fees
  payable by the Company under IMA); Post IMA termination – Actual costs via
  the allocation methodology developed for all GE components

  	
   

  	
  The earliest of the
  Trigger Date + 12 months or termination of the IMA + 6 months or signing of a
  vendor agreement by the Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  103.

  	
   

  	
  Bloomberg Desk Top
  Application (Global)

  GEAM will provide the Company with access to and use of Bloomberg Desktop
  Application.

  	
   

  	
  No Charge as long as
  Investment Management Agreements 
  (IMA) are in effect (included in fees payable by the Company under
  IMA); Post IMA termination – Actual costs via the allocation methodology
  developed for all GE components

  	
   

  	
  The earlier of the
  Trigger Date or termination of the IMA + 6 months or signing of a vendor
  agreement by the Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  104.

  	
   

  	
  Credit Analysis
  (Global)

  GEAM will provide the Company with access to and use of the Credit Analysis
  application (KMV Credit Tool).

  	
   

  	
  No Charge as long as
  Investment Management Agreements (IMA) are in effect (included in fees
  payable by the Company under IMA); Post IMA termination – Actual costs via
  the allocation methodology developed for all GE components

  	
   

  	
  The earlier of the
  Trigger Date or termination of the IMA + 6 months or signing of a vendor
  agreement by the Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  105.

  	
   

  	
  Risk Monitoring/Cash
  Hedging (US)

  GEAM will provide the Company access to and use of the PV01 application.

  	
   

  	
  No Charge as long as
  Investment Management Agreements (IMA) are in effect (included in fees payable
  by the Company under IMA); Post IMA termination – Actual costs via the
  allocation methodology developed for all GE components

  	
   

  	
  The earliest of the
  Trigger Date + 12 months or termination of the IMA + 6 months or completion
  of the Company’s transition

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  106.

  	
   

  	
  Portfolio Optimizer
  (US)

  GEAM will provide the Company with access to and use of the GRC Optimizer
  application.

  	
   

  	
  No Charge as long as
  Investment Management Agreements (IMA) are in effect (included in fees
  payable by the Company under IMA); Post IMA termination – Actual costs via
  the allocation methodology developed for all GE components

  	
   

  	
  The earliest of the
  Trigger Date + 12 months or termination of the IMA + 6 months or completion
  of the Company’s transition

  



 


46

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
  107.

  	
   

  	
  Cash Forecasting (US)

  GEAM will provide the Company with access to and use of the Cash Forecasting
  system, A2P2.

  	
   

  	
  No Charge as long as
  Investment Management Agreements (IMA) are in effect (included in fees
  payable by the Company under IMA); Post IMA termination – Actual costs via
  the allocation methodology developed for all GE components

  	
   

  	
  The earliest of the
  Trigger Date + 12 months or termination of the IMA + 6 months or completion
  of the Company’s transition

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  108.

  	
   

  	
  Risk Monitoring Tool
  (US)

  GEAM will provide the Company with access to and use of the Risk Monitoring
  Tools, and REM.

  	
   

  	
  No Charge as long as
  Investment Management Agreements (IMA) are in effect (included in fees
  payable by the Company under IMA); Post IMA termination – Actual costs via
  the allocation methodology developed for all GE components

  	
   

  	
  The earliest of the
  Trigger Date + 12 months or termination of the IMA + 6 months or completion
  of the Company’s transition

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  109.

  	
   

  	
  Market Data, Trends,
  and Information (Global)

  GEAM will provide the Company with access to and use of the market
  information provided by Reuters.

  	
   

  	
  No Charge as long as
  Investment Management Agreements (IMA) are in effect (included in fees
  payable by the Company under IMA); Post IMA termination – Actual costs via
  the allocation methodology developed for all GE components

  	
   

  	
  The earliest of the
  Trigger Date or termination of the IMA + 6 months or signing of a vendor
  agreement by the Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  110.

  	
   

  	
  GEAM Bloomberg Data
  Feed (Global)

  	
   

  	
  No Charge as long as
  Investment Management Agreements (IMA) are in effect (included in fees
  payable by the Company under IMA); Post IMA termination – Actual costs via
  the allocation methodology developed for all GE components

  	
   

  	
  The earlier of the
  Termination of the IMA + 6 months or signing of a vendor agreement by the
  Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  111.

  	
   

  	
  GEAM KMV Data Feed
  (Global)

  	
   

  	
  No Charge as long as
  Investment Management Agreements (IMA) are in effect (included in fees
  payable by the Company under IMA); Post IMA termination – Actual costs via
  the allocation methodology developed for all GE components

  	
   

  	
  The earlier of the
  Termination of the IMA + 6 months or signing of a vendor agreement by the
  Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  112.

  	
   

  	
  GEAM FTID Data Feed
  (Global)

  	
   

  	
  No Charge as long as
  Investment Management Agreements (IMA) are in effect (included in fees
  payable by the Company under IMA); Post IMA termination – Actual costs via
  the allocation methodology developed for all GE components

  	
   

  	
  The earlier of the
  Termination of the IMA + 6 months or signing of a vendor agreement by the
  Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  113.

  	
   

  	
  GEAM Moody’s and
  S&P Data Feeds (Global)

  	
   

  	
  No Charge as long as
  Investment Management

  	
   

  	
  The earlier of the
  Termination of the IMA

  



 


47

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Agreements (IMA) are in
  effect (included in fees payable by the Company under IMA); Post IMA
  termination – Actual costs via the allocation methodology developed for all
  GE components

  	
   

  	
  + 6 months or signing
  of a vendor agreement by the Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  114.

  	
   

  	
  GEAM Factset Data Feeds
  (Global)

  	
   

  	
  No Charge as long as
  Investment Management Agreements (IMA) are in effect (included in fees
  payable by the Company under IMA); Post IMA termination – Actual costs via
  the allocation methodology developed for all GE components

  	
   

  	
  The earlier of the
  Termination of the IMA + 6 months or signing of a vendor agreement by the
  Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  115.

  	
   

  	
  GEAM Intex Data Feeds
  (Global)

  	
   

  	
  No Charge as long as
  Investment Management Agreements (IMA) are in effect (included in fees
  payable by the Company under IMA); Post IMA termination – Actual costs via
  the allocation methodology developed for all GE components

  	
   

  	
  The earlier of the
  Termination of the IMA + 6 months or signing of a vendor agreement by the
  Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  116.

  	
   

  	
  GEAM Trepp Data Feeds
  (Global)

  	
   

  	
  No Charge as long as
  Investment Management Agreements (IMA) are in effect (included in fees
  payable by the Company under IMA); Post IMA termination – Actual costs via
  the allocation methodology developed for all GE components

  	
   

  	
  The earlier of the
  Termination of the IMA + 6 months or signing of a vendor agreement by the Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  117.

  	
   

  	
  GEAM Argus (US)

  	
   

  	
  No Charge as long as
  Investment Management Agreements (IMA) are in effect (included in fees
  payable by the Company under IMA); Post IMA termination – Actual costs via
  the allocation methodology developed for all GE components

  	
   

  	
  The earliest of the
  Trigger Date + 12 months or termination of the IMA + 6 months or signing of a
  vendor agreement by the Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  118.

  	
   

  	
  GEAM Cirrus (US)

  	
   

  	
  No Charge as long as
  Investment Management Agreements (IMA) are in effect (included in fees
  payable by the Company under IMA); Post IMA termination – Actual costs via
  the allocation methodology developed for all GE components

  	
   

  	
  The earliest of the
  Trigger Date + 12 months or termination of the IMA + 6 months or signing of a
  vendor agreement by the Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  119.

  	
   

  	
  Investments New Hire
  Application (US)

  	
   

  	
  No charge as long as
  Investment Management 

  	
   

  	
  The earlier of the
  Trigger Date +12

  



 


 


48

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
   

  	
   

  	
  The Company will
  continue to have access to and use of GE’s Investments New Hire Application.

  	
   

  	
  Agreements (IMA) are in
  effect (included in fees payable by the Company under IMA); post IMA
  termination – actual cost via the allocation methodology developed for all GE
  components.

  	
   

  	
  months or completion of
  the Company’s transition

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  120.

  	
   

  	
  Investments Domino
  Infrastructure (US)

  The Company will continue to have access to and use of
  Investments Domino Infrastructure.

  	
   

  	
  No charge as long as
  Investment Management Agreements (IMA) are in effect (included in fees
  payable by the Company under IMA); post IMA termination – actual cost via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of the
  Trigger Date +12 months or completion of the Company’s transition

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  121.

  	
   

  	
  GEAM Compliance (US)

  The Company will continue to have access to and use of GEAM’s Compliance
  application.

  	
   

  	
  No charge as long as
  Investment Management Agreements (IMA) are in effect (included in fees
  payable by the Company under IMA); post IMA termination – actual cost via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of the
  Trigger Date +12 months or completion of the Company’s transition

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  122.

  	
   

  	
  Beast (US)

  The Company will continue to have access to and use of Beast.

  	
   

  	
  No charge as long as
  Investment Management Agreements (IMA) are in effect (included in fees
  payable by the Company under IMA); post IMA termination – actual cost via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of the
  Trigger Date +12 months or completion of the Company’s transition

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  123.

  	
   

  	
  Ref Internet &
  Intranet

  The Company will continue to have access to and use of GEAM’s Ref Internet
  and Intranet

  	
   

  	
  No charge as long as
  Investment Management Agreements (IMA) are in effect (included in fees
  payable by the Company under IMA); post IMA termination – actual cost via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of the
  Trigger Date or completion of the Company’s transition

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  124.

  	
   

  	
  Disaster Recovery

  GEAM will provide the Company with disaster recovery services for the
  investments-related software provided pursuant to this Agreement.

  	
   

  	
  No charge as long as
  Investment Management Agreements (IMA) are in effect (included in fees
  payable by the Company under IMA); post IMA termination – actual cost via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of the Trigger
  Date + 12 months or completion of the Company’s transition

  



 


49

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
  VI

  	
  Corporate
  Services

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  125.

  	
   

  	
  Corporate Jet Services
  (Global) Includes scheduling and use of GE Corporate Jet
  and services.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  6 months after Trigger
  Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  126.

  	
   

  	
  Crotonville (Global)

  The Company shall have the ability to host seminars, Workout sessions, and other
  meetings with customers at Crotonville facilities and may utilize Crotonville
  staff to do so.

  	
   

  	
  Facilities and meeting
  fees normally charged to other GE components for similar programs.

  	
   

  	
  Two years after Trigger
  Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VII

  	
   

  	
  Med
  Supp Policies

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  127.

  	
   

  	
  Med Supp Policies (US)

  Policyholder Services and Claim Servicing Of Approximately 1300Med Supp
  Policies (VFW CICA, VFW UFLIC and UFLIC at Cambridge)

  	
   

  	
  $5.0K / month

  	
   

  	
  December 31, 2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VIII

  	
   

  	
  Functions
  Other Than Above

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  128.

  	
   

  	
  Real Estate (Global)

  GE will provide assistance and consultations on all real estate services
  including legal, insurance, transactional, environmental, security,
  facilities, rentals, and purchasing

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  129.

  	
   

  	
  M&A (Europe and
  Australia)

  The Company shall have access to GE Corporate M&A teams for M&A and
  new market entry opportunities.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  130.

  	
   

  	
  Country NX (Europe)

  Access to GE Country NX’s across Europe to facilitate introductions to
  potential customers of the Company’s Europe Mortgage unit.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date

  



 


50

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
  131.

  	
   

  	
  Marketing (Europe)

  Access to GE’s European Marketing team to support the Company’s Europe Mortgage
  unit’s marketing initiatives, including those linked to the ‘GE Days’.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  132.

  	
   

  	
  Capital Markets
  (Europe)

  Access to the GE Capital Markets team in London for support on product
  development, new business sales etc. Support to include monitoring of market
  developments and preparation and presentation of pitches to current and
  future customers.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  133.

  	
   

  	
  Sourcing Applications
  (Global)

  Access to and use of GE’s Sourcing Systems, including Oracle SSS, eRFP,
  E-Sourcing, Oracle Purchasing, eAuction and integrated applications.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of one year
  from the Trigger Date or the completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  134.

  	
   

  	
  Purchasing Card
  Processing (Global)

  The Company will continue to have access to and use of GE’s Paris system for
  Purchasing Card Administration and Reconciliation, including Program
  Administration Services.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of the
  Trigger Date or completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  135.

  	
   

  	
  Sourcing (Australia)

  GE will continue to provide Sourcing related services

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of the
  Trigger Date or completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  136.

  	
   

  	
  Sourcing Data Warehouse
  (Global)

  The Company will continue to have access to and use of GE’s sourcing data
  warehouses, which are GSTAR and Proclarity.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  The earlier of one year
  from the Trigger Date or the completion of the Company’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  137.

  	
   

  	
  Customer Balance of
  Trade

  GE will continue to supply information regarding GE’s buy and sell activities
  with top Company customers including, but not limited to GE Asset Management,
  GE Corporate Treasury, GE Sourcing, GE Investor 

  	
   

  	
  No charge

  	
   

  	
  Trigger Date

  



 


51

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
   

  	
   

  	
  Relations, GE
  Commercial Real Estate

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  138.

  	
   

  	
  Services for Real
  Estate Data Warehouse and Applications (Global) GE will
  provide the Company with access to and use of its Real Estate Database
  (GERED) and integrated applications.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  139.

  	
   

  	
  Business Development
  (Europe)

  The Company will continue to have access to Business Development resources
  pursuant to activities in respect of the Genworth transaction.

  	
   

  	
  Actual costs via the allocation
  methodology developed for all GE components.

  	
   

  	
  Completion of the UK
  Section 105 transfer process

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  140.

  	
   

  	
  Geoffice.com (Europe)

  GE shall make available to the Company hotdesk and conference room facilities
  at 25 Green Street, London

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date

  



 


52

















 


SCHEDULE A1


 


GEAM
SERVICES


 


	
  Items/Service

  	
   

  	
  Billing
  Rate or

  Payment Methodology

  	
   

  	
  Service
  Termination Date

  
	
   

  	
  1.

  	
   

  	
  PCAT (US)

  GE will provide the Company with access to and use of its PCAT Credit
  Deterioration System

  	
   

  	
  No Charge as long as Investment Management
  Agreements  (IMA) are in effect
  (included in fees payable by the Company under IMA); Post IMA termination –
  actual costs via the allocation methodology developed for all GE components

  	
   

  	
  The earlier of termination of IMA + 6 months or
  completion of the Company’s transition

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
   

  	
  Trading Compliance
  (5.0/6.0) (US)

  GE will provide the Company with access to and use of its
  Limit 5.0 and Trigger 6.0 Trading Compliance Systems

  	
   

  	
  No Charge as long as Investment Management
  Agreements (IMA) are in effect (included in fees payable by the Company under
  IMA); Post IMA termination – Actual costs via the allocation methodology developed
  for all GE components

  	
   

  	
  The earlier of termination of IMA + 6 months or
  completion of the Company’s transition

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
   

  	
  Investment Data
  Warehouse (US)

  GE will provide the Company with access to and use of its Investment Data
  Warehouse

  	
   

  	
  No Charge as long as Investment Management
  Agreements (IMA) are in effect (included in fees payable by the Company under
  IMA); Post IMA termination – Actual costs via the allocation methodology
  developed for all GE components

  	
   

  	
  The earlier of
  termination of IMA + 6 months or completion of the Company’s transition

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.

  	
   

  	
  Trade Order Management
  (US)

  GE will provide the Company with access to and use of its Trade Order
  Management System (TIPS and 3rd party solution when implemented)

  	
   

  	
  No Charge as long as Investment Management
  Agreements (IMA) are in effect (included in fees payable by the Company under
  IMA); Post IMA termination – Actual costs via the allocation methodology
  developed for all GE components

  	
   

  	
  The earlier of termination of IMA + 6 months or
  completion of the Company’s transition

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.

  	
   

  	
  Portfolio Analyzer –
  Insurance (US)

  GE will provide the Company with access to and use of its Portfolio Analyzer
  – Insurance System

  	
   

  	
  No Charge as long as Investment Management
  Agreements (IMA) are in effect (included in fees payable by the Company under
  IMA); Post IMA termination – Actual costs via the allocation methodology
  developed for all GE components

  	
   

  	
  The earlier of
  termination of IMA + 6 months or completion of the Company’s transition

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.

  	
   

  	
  Derivatives Management
  (US)

  GE will provide the Company with access to and use of its Derivatives System
  (Infinity and Principia as replacement for Infinity when implemented).

  	
   

  	
  No Charge as long as Investment Management
  Agreements (IMA) are in effect (included in fees payable by the Company under
  IMA); Post IMA termination – Actual costs via the allocation methodology
  developed for all GE components

  	
   

  	
  The earlier of termination of IMA + 6 months or
  completion of the Company’s transition, including, assignment of license

  



 


53

















 


	
  Items/Service

  	
   

  	
  Billing
  Rate or

  Payment Methodology

  	
   

  	
  Service
  Termination Date

  
	
   

  	
  7.

  	
   

  	
  Derivatives Reporting
  (US)

  GE will provide the Company with access to and use of its DREAMS Derivative
  Reporting System

  	
   

  	
  No Charge as long as Investment Management
  Agreements (IMA) are in effect (included in fees payable by the Company under
  IMA); Post IMA termination – Actual costs via the allocation methodology
  developed for all GE components

  	
   

  	
  The earlier of termination of IMA + 6 months or
  completion of the Company’s transition.

  
								



 


54

















 


 


SCHEDULE B


 


SERVICES
PROVIDED TO GE


 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
  Finance
  and Related Services

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  Treasury Services
  (Europe)

  The Company will provide access to and use of Operational and Consulting
  Process Changes for bank accounts and cash pooling transactions.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The earlier of the
  Trigger Date or completion of the Retained Businesses transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Tax Services (Global)

  The Company will continue to provide global tax related services to the
  Retained Business and to GE in a manner that is consistent with past practice
  and as required by such Retained Business and/or GE to satisfy its global
  income and other tax compliance and reporting responsibilities, including
  (without limitation) the provision of tax data and information to support US
  federal and state as well as non-US tax returns and the tax aspects or
  components of any financial and/or statutory statements or other similar
  reports or filings.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Financial Systems
  Support (US)

  Access to and use of applications provided by the Company such as Oracle
  Financials, Oracle Discoverer, Oracle Financial Analyzer, Oracle AP/PO,
  Suspense Control, and Safari Expense.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Check Creation (US)

  The Company will continue to support and provide access to and use of the EWD
  system for Check Creation and Payments.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Escheatment Services
  (US)

  The Company will continue to provide escheatment services to the Retained
  Businesses

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  



 


55

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
  6.

  	
  AP Processing &
  Administration (US)

  The Company will continue to provide AP Processing and Administration to the
  Retained Businesses

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Fixed Assets Processing
  & Administration (US)

  The Company will continue to provide Fixed Assets Accounting and
  Administration to the Retained Businesses

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  IBS Support and
  Processing (Global)

  The Company will continue to provide inter-company billing system (IBS)
  accounting and reconciliation to the Retained Businesses

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  STAT/GAAP Accounting
  & Reporting (US)

  The Company will continue to provide STAT and GAAP accounting services &
  reporting to the Retained Businesses

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  Technical Accounting
  Support (Global)

  The Company will continue to provide technical accounting guidance and
  support to the Retained Businesses on all accounting related issues.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  Account Reconciliations
  (US)

  The Company will continue to provide Account Reconciliation Tools and Support
  to the Retained Businesses

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  Financial System
  Support (US)

  The Company will continue to provide support on all shared financial systems
  to the Retained Businesses

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  Sales & Use and
  Personal Property Tax (US)

  	
   

  	
  Actual costs billed via
  the allocation 

  	
   

  	
  The later of two years
  from the date hereof 

  



 


56

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
  The Company will
  continue to prepare and file certain tax returns for the Retained Businesses
  consistent with past practice by the Company

  	
   

  	
  methodology applicable
  to the Retained Businesses immediately prior to the date hereof.

  	
   

  	
  or completion of the
  Retained Businesses transition but in no event later than three years from
  the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  Financial Reporting
  & Analysis (US)

  The Company will continue to provide financial reporting and analysis to the
  Retained Businesses for all GAAP, SEC and management reporting requirements

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  Financial Planning
  & Analysis (Global)

  The Company will continue to provide the retained businesses with FP&A
  support similar to the level and scope of the activities currently provided.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  Financial Accounting
  (US)

  The Company will continue to provide the retained businesses with financial
  accounting support similar to the level and scope of the activities currently
  provided

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  Travel and Living (US)

  The Company will continue to provide travel & living processing and
  accounting to the Retained Businesses

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
  Benefit Cost Accounting
  and Analysis (US)

  The Company will continue to provide benefit cost tracking and analysis for
  the Retained Businesses

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date here

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
  Facilities and Lease
  Accounting and Billing for 500 Virginia Ave (US)

  The Company will continue to provide accounting and billing services for 500
  Virginia Drive in Fort Washington, PA

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
  Xerox and Postage Meter
  Replenishment and Accounting (US)

  The Company will continue to fund DPC postage meters and 

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the 

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses 

  



 


57

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
  perform all necessary
  accounting for the Retained Businesses

  	
   

  	
  Retained Businesses
  immediately prior to the date hereof

  	
   

  	
  transition but in no
  event later than three years from the date hereof

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
  Expense Reporting and
  Analysis (US)

  The Company will continue to provide expense analysis and support to the
  Retained Businesses

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
  Training (US)

  The Company will continue to provide training to the Retained Businesses for
  all transaction processes

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
  1099 Reporting and
  Processing (US)

  The Company’s Accounts Payable group will provide 1099 reporting and
  processing to the Retained Businesses

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
  Facilities Billing and
  Accounting (US)

  The Company will continue to provide management oversight and perform billing
  and accounting for the Richmond facilities, including space used by
  associates servicing the Retained Businesses and product lines.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
  Payroll Reporting (US)

  The Company will perform payroll-related financial reporting for the Retained
  Businesses

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Human
  Resources and Related Services

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
  GMS Expat Services
  (Europe)

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  Completion of GE’s move
  to its own European Expat Service

  



 


58

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
  27.

  	
  HR Support and Related
  Services (Global)

  The Company will continue to provide advice and support to the Retained
  Businesses, including but not limited to; compensation planning, benefits,
  payroll processing, organizational development and staffing, communications
  and other employee relations activities.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28.

  	
  MyGoals (US)

  The Company will provide Retained Businesses access to and use of the MyGoals
  system for mid-term performance reviews.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  29.

  	
  Sales Manager
  Acceleration Center (US)

  Company will continue to allow GE employees access to (e.g. observation,
  participation, train-the-trainer) to Company’s Sales Manager Acceleration
  Center program.

  	
   

  	
  Actual costs billed via
  the method used for all GE components

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30.

  	
  Payroll Processing and
  Administration (Global)

  The Company shall provide input of data to the system (time & attendance,
  etc.), file uploads, cutting checks, regulatory filings (W-2s, etc.), and
  answering payroll-related questions.

  	
   

  	
  Actual costs billed via
  the method used for all GE components

  	
   

  	
  Trigger Date (US);
  Trigger Date (Global) (up to six months later by mutual consent)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31.

  	
  GEFA Facilitation
  Network (US)

  The Company will continue to train/certify employees of the Retained
  Businesses as members of the GEFA Facilitation Network.  The Company will continue to provide
  access to and use of the online GFN Request service (process to request a
  facilitator)

  	
   

  	
  Actual costs billed via
  the method used for all GE components

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  32.

  	
  Facilitation and
  Training Delivery (US)

  The Company will continue to provide facilitation and organizational
  effectiveness support to GE and Retained Businesses.   The Company will continue to deliver
  training sessions to GE and Retained Businesses as capacity permits.

  	
   

  	
  $1,000 per day per
  diem.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  



 


59

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
  IT
  – Misc Application, Infrastructure & Related Services

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  33.

  	
  HIPAA Infrastructure Services
  (US)

  The Company will provide access to and use of the GXS Application Integrator
  application and servers used for HIPAA Transaction Compliance to the Retained
  Businesses.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  34.

  	
  Web Hosting (US)

  The Company will provide access to and use of infrastructure, Servicing,
  Deployment of New Content, Project Management, Security, and Vendor
  Management support of applications resident in the Genuity Shared Services
  environment to the Retained Businesses.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  September 17, 2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  35.

  	
  e-Learning (Global)

  The Company will provide the Retained Businesses with access to and use of
  electronic courses available on the Company’s Lotus Learning Space
  environment

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  36.

  	
  GEFA University Website
  (Global)

  The Company will provide the Retained Businesses with access to and use of
  the GEFA U website for training registration and administration
  purposes.  Tracking reports also will
  be made available upon request.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  37.

  	
  SSO (US)

  The Company will provide the Retained Businesses with access to and use of
  applications developed by the Company, such as SSO, GE Worker, authentication
  services, and user data stores.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  38.

  	
  Image Services (US)

  The Company will provide access to and use of its FileNet image repository to
  the Retained Businesses.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  39.

  	
  Fax Services (US)



  	
   

  	
  Actual costs billed via
  the allocation 

  	
   

  	
  The later of two years
  from the date hereof 

  



 


60

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
  The Company will
  provide access to and use of Biscom’s Fax Servers to the Retained Businesses.

  	
   

  	
  methodology applicable
  to the Retained Businesses immediately prior to the date hereof.

  	
   

  	
  or completion of the
  Retained Businesses transition but in no event later than three years from
  the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  40.

  	
  Death Claims System
  (US)

  The Company will continue to provide access to and use of its Death Claims
  cross-checking system to the Retained Businesses.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  41.

  	
  Alpharetta Server
  Processing

  The Company will continue to support and provide access to and use of
  applications running on the shared UNIX server infrastructure to the Retained
  Businesses.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  42.

  	
  Password Reset Services
  (US)

  The Company will provide support of the Courion Password reset and management
  system to the Retained Businesses.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43.

  	
  Contract and Vendor
  Management (US)

  The Company will continue to provide IT contract and vendor management
  support for the Retained Businesses.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44.

  	
  IT Security Services
  (US)

  The Company will continue to provide security services, including policy and
  firewall management, to the Retained Businesses.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  45.

  	
  Disaster Recovery
  Services (US)

  The Company will continue to provide IT-related disaster services, including
  policy, contract, and testing management, to the Retained Businesses

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  46.

  	
  VPN Hosting (US)

  The Company will continue to provide VPN Hosting services to the 

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the 

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses 

  



 


61

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
  Retained Businesses.

  	
   

  	
  Retained Businesses
  immediately prior to the date hereof.

  	
   

  	
  transition but in no
  event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  47.

  	
  Automated e-Mail
  Management (US)

  The Company will provide access to and use of its instance of Cisco e-Mail
  Manager to the Retained Businesses

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  48.

  	
  1099-Tax Statement
  Processing (US)

  The Company will provide access to and use of the CheckFree system to create
  and view policyholder-related 1099- statements on behalf of the Retained
  Businesses.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  49.

  	
  Wide Area Network
  Management (US)

  The Company will continue to provide access into, and support, of the
  Company’s existing network backbone between GE locations and the data centers
  in Alpharetta, Georgia; Lynchburg, Virginia; Richmond, Virginia; and
  Cincinnati, Ohio.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  50.

  	
  Leasing Vendor Management
  (US)

  The Company will continue to provide management of leasing vendors.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  51.

  	
  Helpdesk, Desktop and
  Server Support Services (US)

  The Company will provide helpdesk, desktop and server support services to the
  Retained Business’s employees located in Lakewood, Colorado and Ft.
  Washington, Pennsylvania.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  October 22, 2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  52.

  	
  Licensing (Global)

  The Company will continue to provide business-related licensing and related
  support for the Retained Businesses.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  53.

  	
  Data Warehouse Support
  (US)

  The Company will continue to provide to the Retained Businesses access and
  support of its Finance-related data warehouse.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior 

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three 

  



 


62

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
   

  	
   

  	
  to the date hereof

  	
   

  	
  years from the date
  hereof

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  54.

  	
  Project Management Office
  (Global)

  The Company will continue to provide PMO guidance, support and project
  management services to the Retained Businesses on existing and closed
  projects.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  55.

  	
  Helpdesk (US)

  The Company will act as paying agent and provide surge resources for the IT
  helpdesk for GEAM employees located at 3003 Summer Street, Stamford, CT.

  	
   

  	
  Actual costs billed via
  the allocation methodology used immediately prior to the date hereof.

  	
   

  	
  The earlier of the
  first anniversary of the Trigger Date and the Company’s termination of GE’s
  network services.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  56.

  	
  SAFE (US)

  The Company shall provide the Retained Businesses access to and use of the
  SAFE document storage environment but only with respect to the Retained
  Businesses’ documents.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  57.

  	
  Servicers for Real
  Estate (US)

  The Company will provide GEAM with access to and use of its RE Servicers
  application.

  	
   

  	
  Actual costs via the
  allocation methodology developed for all GE components.

  	
   

  	
  Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  58.

  	
  Domino Infrastructure
  (US)

  Support and maintenance of the Domino.Docs and Domino.Work Flow applications.

  	
   

  	
  Actual costs via the
  allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the retained businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  59.

  	
  Domino Infrastructure
  (Global).

  Support and maintenance of the Domino.Docs and Lotus notes as used for the Virtual
  File Room (part of the Lotus Collaborative Tools).

  	
   

  	
  Actual costs via the
  allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the retained businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  60.

  	
  Contracts Management
  Database (US)

  The Company shall provide the Retained Businesses with access to and use of
  the Contracts Management Database.

  	
   

  	
  Actual costs via the
  allocation methodology applicable to the Retained businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  



 


63

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
  IV

  	
  Legal,
  Compliance, Government Relations, and Public Relations Services

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  61.

  	
  General Internal
  Support (Global).

  The Company will provide legal support and coordination of litigation, human
  resource, intellectual property, insurance regulatory (unless otherwise
  specifically described below), consumer privacy, contract, and marketing and
  advertising matters, and provide compliance, government relations and public
  relations support for Retained Businesses as performed immediately prior to
  the Date hereof.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  Six months from the
  Date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  62.

  	
  Legal Information
  Management Systems (LIMS) (US)

  The Company will provide access to and use of LIMS but only with respect to
  data related to the Retained Businesses.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  63.

  	
  Ombudsperson Services
  (US)

  The Company will continue to perform ombudsperson activities for the Retained
  Businesses, including: receipt of reports related to Retained Businesses;
  assignment of issues to Retained Businesses for resolution; and monitoring
  status of assigned issues.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  64.

  	
  Compliance Management
  System (CMS).

  The Company will continue to provide the Retained Businesses access to and
  use of its Compliance Management System.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  65.

  	
  Holding Company Act
  Filings (US)

  The Company will provide Consolidated Form B for the Company and the Retained
  Businesses.  The Retained Businesses
  shall provide the Company with their relevant information.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  



 


64

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
  66.

  	
  Consolidated Insurance
  Regulatory Filings (US)

  Any time state insurance regulators mandate that certain filings be made on a
  consolidated basis among affiliated insurance companies (except holocaust
  reporting), the Company shall prepare and make the filing on behalf of itself
  and the Retained Businesses (and any other affiliated insurance companies
  owned in whole or in part by GE consistent with practices immediately prior
  to the date hereof).  The Retained
  Businesses and any other affiliated insurance companies shall provide the
  Company with their relevant information.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the Date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  67.

  	
  Annual Statement
  Assistance (US)

  Assistance from the Company’s Legal Department with the preparation of the
  Retained Businesses’ Annual Statements filed with state insurance regulators
  (a/k/a “blue books”).

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the Date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  68.

  	
  Insurance Industry
  Trade Associations (US)

  Where there was one membership that entitled participation by the Company and
  the Retained Businesses immediately prior to the Date hereof, the Company
  will maintain that membership to enable continued participation by the Retained
  Businesses.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the Date hereof.

  	
   

  	
  With respect to each
  association, the earlier of (a) the close of the membership year immediately
  following the Trigger Date and (b) the date upon which the association’s own
  rules require separate membership.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  69.

  	
  Privacy/Opt-Out (US)

  The Company will continue to give the Retained Businesses access to and use
  of its Privacy/Opt-Out application and services.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  70.

  	
  Complaints System (US)

  The Company will continue to provide the Retained Businesses access to and
  use of its Complaint Log system in order receive and document customer
  complaints.

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  



 


65

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
  VI

  	
  Services
  With Respect to GEFAHI Divested Companies

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  71.

  	
  Broadwing (US)

  Broadwing Xerox Circuit

  	
   

  	
  Cost of services as
  billed to purchaser of GEFAHI Divested Companies pursuant to U.S. Computer
  Services Agreement dated on or about August 29, 2003 as amended.

  	
   

  	
  August 29, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  72.

  	
  Billing with Respect to
  services provided to GEFAHI Divested Companies by GE and the Company (US)

  	
   

  	
  No Charge

  	
   

  	
  Sixty (60) days from
  the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  73.

  	
  Management of services
  provided to GEFAHI Divested Companies by GE and the Company (US and Japan)

  	
   

  	
  No Charge

  	
   

  	
  Sixty (60) days from
  the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  74.

  	
  Hewlett Packard / Blue
  Ash (US)

  HP Blue Ash Circuit

  	
   

  	
  No Charge

  	
   

  	
  October 20, 2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VII.

  	
  Functions
  Other Than Above

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  75.

  	
  Sourcing (US)

  The Company will continue to provide Sourcing business services and
  administrative support to the Retained Businesses

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  76.

  	
  Facilities (US)

  The Company will continue to provide Facilities and Real Estate business
  services and administrative support to the Retained Businesses

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  77.

  	
  Quality Training
  (Global)

  The Company will continue to provide quality training to the Retained
  Businesses

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  78.

  	
  Vendor Management,
  Strategy and Negotiations (US)

  The Company will continue to provide the Retained Businesses with
  business-related assistance and guidance regarding vendor management,
  strategy and negotiations for business process 

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof.

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  



 


66

















 


	
  Items/Service

  	
   

  	
  Billing Rate or

  Payment Methodology

  	
   

  	
  Service Termination Date

  
	
   

  	
  outsourcing

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  79.

  	
  Document Print Center
  (US)

  The Company will continue to make available to the Retained Businesses use of
  the document print center for Xerox and production services

  	
   

  	
  Actual costs billed via
  the allocation methodology applicable to the Retained Businesses immediately
  prior to the date hereof

  	
   

  	
  The later of two years
  from the date hereof or completion of the Retained Businesses transition but
  in no event later than three years from the date hereof.

  



 


67

















 


Schedule C-1


 


LEASED
FACILITIES (GE to Company)


 


	
  Line

  Number

  	
   

  	
  Lessor

  	
   

  	
  Lessee

  	
   

  	
  Location

  	
   

  	
  Expiration Date

  
	
  1

  	
   

  	
  General Electric
  Company

  	
   

  	
  GE Group Life Assurance
  Company

  	
   

  	
  3200 N. Central Avenue,
  Phoenix, AZ

  	
   

  	
  9/30/2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  General Electric
  Commercial Equipment Company

  	
   

  	
  GE Group Life Assurance
  Company

  	
   

  	
  5335 S.W. Meadows Road,
  Lake Oswego, OR

  	
   

  	
  8/31/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  Union Fidelity Life
  Insurance Company

  	
   

  	
  General Electric
  Capital Assurance Company

  	
   

  	
  200 N. Martingale
  Drive, Schaumburg, IL

  	
   

  	
  2/28/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  Union Fidelity Life
  Insurance Company

  	
   

  	
  The Terra Financial
  Companies, Ltd.

  	
   

  	
  200 N. Martingale
  Drive, Schaumburg, IL

  	
   

  	
  2/28/2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  Heller Financial, Inc.

  	
   

  	
  GE Capital Life
  Assurance Company of New York & American Mayflower Life Insurance Company
  of New York

  	
   

  	
  622 Third Avenue, New
  York, NY

  	
   

  	
  8/31/2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  General Electric
  Company

  	
   

  	
  GE Mortgage Insurance
  Corporation

  	
   

  	
  320 Great Oaks
  Boulevard, Albany, NY

  	
   

  	
  8/31/2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  GE Capital Real Estate

  	
   

  	
  GE Mortgage Insurance
  Corporation

  	
   

  	
  301 Yamoto Road, Boca
  Raton, FL

  	
   

  	
  12/31/2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  GE Corporate

  	
   

  	
  GE Mortgage Insurance
  Corporation

  	
   

  	
  25925 Telegraph Road,
  Southfield, MI

  	
   

  	
  Earlier of
  2/28/2007 or Trigger Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  GE Corporate

  	
   

  	
  GE Mortgage Insurance
  Corporation

  	
   

  	
  640 Freedom Business
  Park, King of Prussia, PA

  	
   

  	
  9/14/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10

  	
   

  	
  General Electric
  Company

  	
   

  	
  GE Mortgage Insurance
  Corporation

  	
   

  	
  3200 N. Central Avenue,
  Phoenix, AZ

  	
   

  	
  9/30/2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11

  	
   

  	
  GE Capital Bank

  	
   

  	
  GE Mortgage Insurance Limited

  	
   

  	
  6 Agar Street, London,
  UK

  	
   

  	
  6/30/2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12

  	
   

  	
  GE Fleet

  	
   

  	
  GE Mortgage Insurance
  Limited

  	
   

  	
  Europalaan 6, 5232
  BC’s-Hertogenbosch, Neth

  	
   

  	
  11/30/2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13

  	
   

  	
  GE Leadership
  Development Europe N.V.

  	
   

  	
  GE Mortgage Insurance
  Limited

  	
   

  	
  2-4 Rond Point Schuman,
  Brussels, Blgm

  	
   

  	
  12/31/2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14

  	
   

  	
  GE Capital mietfinanz

  	
   

  	
  GE Mortgage Insurance
  Limited

  	
   

  	
  Sachsenring 83,
  Cologne, GDR

  	
   

  	
  12/31/2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15

  	
   

  	
  International GE AB

  	
   

  	
  GE Mortgage Insurance
  Limited

  	
   

  	
  Solna Strandvag 98,
  Stockholm, SWE 17175 (Office Space)

  	
   

  	
  1/31/2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16

  	
   

  	
  International GE AB

  	
   

  	
  GE Mortgage Insurance
  Limited

  	
   

  	
  Solna Strandvag 98,
  Stockholm, SWE 17175 (Parking Space)

  	
   

  	
  10/1/2006

  



 


68

















 


	
  17

  	
   

  	
  GE ERC

  	
   

  	
  GE Mortgage Insurance
  Limited

  	
   

  	
  107 Rue Saint Lazare,
  75009, Paris, France

  	
   

  	
  12/31/2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18

  	
   

  	
  GE Canada

  	
   

  	
  GE Capital Mortgage
  Insurance Company (Canada)

  	
   

  	
  2300 Meadowvale Blvd,
  Mississauga, ONT

  	
   

  	
  12/31/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19

  	
   

  	
  GE Canada

  	
   

  	
  GE Capital Mortgage
  Insurance Company (Canada)

  	
   

  	
  555 Dr. Frederick
  Philips Drive, St. Laurent, QBC

  	
   

  	
  3/31/2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20

  	
   

  	
  GE Capital Finance
  Australasia Pty Ltd

  	
   

  	
  GE Mortgage Insurance
  Co. Pty. Ltd.

  	
   

  	
  143 Coronation Drive,
  Brisbane, Aust

  	
   

  	
  Earlier of
  Trigger Date or 4/30/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21

  	
   

  	
  GE Capital Finance
  Australasia Pty Ltd

  	
   

  	
  GE Mortgage Insurance
  Co. Pty. Ltd.

  	
   

  	
  10 Pulteney Street,
  Adelaide, SA, Aust

  	
   

  	
  Earlier of
  Trigger Date or 4/30/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22

  	
   

  	
  GE Capital Finance
  Australasia Pty Ltd

  	
   

  	
  GE Mortgage Insurance
  Co. Pty. Ltd.

  	
   

  	
  Levels 9&10 Lumley
  House, 7 City Road, Auckland,  NZ

  	
   

  	
  5/31/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23

  	
   

  	
  GE Commercial
  Corporation (Australia) Pty Ltd

  	
   

  	
  GE Mortgage Insurance
  Co. Pty. Ltd.

  	
   

  	
  1/110 Erindale Road,
  Balcatta, Perth, WA, Aust

  	
   

  	
  Earlier of
  Trigger Date or 4/30/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24

  	
   

  	
  General Electric Company

  	
   

  	
  GE Financial Trust
  Company

  	
   

  	
  3200 N. Central Avenue,
  Phoenix, AZ

  	
   

  	
  9/30/2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25

  	
   

  	
  General Electric
  Capital Company

  	
   

  	
  GNA Corporation

  	
   

  	
  335 Madison Avenue, New
  York, NY

  	
   

  	
  12/31/2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26

  	
   

  	
  GE Company

  	
   

  	
  GNA Corporation

  	
   

  	
  601 S. Figouroa Street,
  Los Angeles, CA

  	
   

  	
  1/31/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27

  	
   

  	
  GE - CF

  	
   

  	
  GNA Corporation

  	
   

  	
  500 West Monroe Street,
  Chicago, IL

  	
   

  	
  12/31/2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28

  	
   

  	
  GECC/GEC

  	
   

  	
  GNA Corporation

  	
   

  	
  500 Virginia Drive,
  Fort Washington, PA

  	
   

  	
  8/31/2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  29

  	
   

  	
  GE Vie Plus

  	
   

  	
  RD Plus S.A.

  	
   

  	
  Floor 29, Tour
  Franklin, Terrasse Boieldieu, La Defense 8, Paris, France

  	
   

  	
  2/28/2007 or
  earlier termination by Vie Plus only if it is obliged to do so by its
  Landlord

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30

  	
   

  	
  GE Capital Bank

  	
   

  	
  Financial Insurance
  Company Limited

  	
   

  	
  Park Alle 295, 2605
  Brondby, Denmark

  	
   

  	
  5/1/2007

  
	
  31

  	
   

  	
  GE Finland OY

  	
   

  	
  Financial Assurance
  Company Limited

  	
   

  	
  Malmin Kauppatie 18,
  Helsinki, FIN

  	
   

  	
  Either party can
  terminate after 12/31/2004 with 6 months notice

  



 


69

















 


	
  32

  	
   

  	
  GE General Electric
  Finance Holding GmbH

  	
   

  	
  GE Financial Insurance
  Deutschland

  	
   

  	
  Martin-Behaim Str 8-10,
  Neu-Isenberg, GDR

  	
   

  	
  12/31/2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  33

  	
   

  	
  GECW

  	
   

  	
  Financial Insurance
  Group Services Ltd.

  	
   

  	
  Golden Lane, Dublin,
  IRE

  	
   

  	
  6/26/2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  34

  	
   

  	
  Access Graphics BV, trade
  name GE Access

  	
   

  	
  Financial Insurance
  Group Services Ltd.

  	
   

  	
  Dr Willem Dreeesweg 6-8
  1185 VB, Amstelveen, Netherlands

  	
   

  	
  12/31/2004 with
  annual renewals or 60 days notice

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  35

  	
   

  	
  GECFS

  	
   

  	
  GE Financial Insurance

  	
   

  	
  Karenslyst alle 2,
  Oslo, NOR

  	
   

  	
  12/30/2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  36

  	
   

  	
  International GE AB

  	
   

  	
  GE Financial Insurance
  Sweden

  	
   

  	
  Noten 3 Solna Strandvag
  98, Stockholm, SWE (Office Lease)

  	
   

  	
  12/31/2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  37

  	
   

  	
  International GE AB

  	
   

  	
  GE Financial Insurance
  Sweden

  	
   

  	
  Noten 3 Solna Strandvag
  98, Stockholm, SWE (Parking Lease)

  	
   

  	
  12/31/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  38

  	
   

  	
  GESF

  	
   

  	
  GE Financial Insurance

  	
   

  	
  Thurgaueerstrasse 40,
  Zurich, Switzerland

  	
   

  	
  9/30/2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  39

  	
   

  	
  GE Life Services

  	
   

  	
  Financial Insurance
  Group Services Ltd.

  	
   

  	
  Floor space totalling
  40,000 square feet comprised of those floors in Vantage West, Great West
  Road, Brentford identified by FIGSL and reasonably agreed by GELS.  If GELS do not agree to the floors
  identified by FIGSL, the parties will agree (each acting reasonably) within
  six months, the floors to be occupied by FIGSL.  During such six month period, FIGSL will be entitled to remain
  in occupation of the floors it occupies at the commencement of the six month
  period.

  	
   

  	
  6/20/2010 or
  earlier termination by GE only (a) if it is obliged to do so by its Landlord
  or  (b) upon the termination of the
  lease following the exercise of a tenant break.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  40

  	
   

  	
  General Electric
  Capital Corporation

  	
   

  	
  General Electric
  Capital Assurance Company

  	
   

  	
  501 Corporate Center
  Drive, Franklin, TN

  	
   

  	
  4/30/2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  41

  	
   

  	
  GE International Mexico, S. de R. L. de C.V.

  	
   

  	
  GE Seguros del Centro, S.A. de C.V.

  	
   

  	
  Ave. Calzada del Valle No. 205, Monterrey, Nuevo Leon, Mexico

  	
   

  	
  9/1/2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  42

  	
   

  	
  General Electric
  Company

  	
   

  	
  GE Group Life Assurance
  Company

  	
   

  	
  12101 Woodcrest
  Executive Drive, St. Louis, MO

  	
   

  	
  1/31/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43

  	
   

  	
  GE Supply

  	
   

  	
  GE Mortgage Insurance
  Company

  	
   

  	
  5605 Granger Road,
  Independence, OH

  	
   

  	
  12/31/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44

  	
   

  	
  GE Corporate

  	
   

  	
  General Electric
  Capital Assurance Company

  	
   

  	
  1299 Pennsylvania
  Avenue, Washington, DC

  	
   

  	
  06/30/2004

  



 


70

















 


Schedule C-2


 


LEASED
FACILITIES (Company to GE)


 


	
  Line Number

  	
   

  	
  Lessor

  	
   

  	
  Lessee

  	
   

  	
  Location

  	
   

  	
  Expiration
  Date

  
	
  1

  	
   

  	
  GE Group Life Assurance
  Company

  	
   

  	
  GE Healthcare Financial
  Services, a division of General Electric Capital Corporation

  	
   

  	
  100 Bright Meadow
  Boulevard, Enfield, CT

  	
   

  	
  4/30/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  General Electric
  Mortgage Insurance Corp.

  	
   

  	
  Industrial Risk
  Insurers – Division of GE-ERC

  	
   

  	
  2600 Michelson Drive,
  Irvine, CA

  	
   

  	
  10/31/2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  General Electric
  Mortgage Insurance Corporation

  	
   

  	
  GE Commercial Finance

  	
   

  	
  Two Northpoint Drive,
  Houston, Texas

  	
   

  	
  11/30/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  GE Seguros del Centro, S.A. de C.V.

  	
   

  	
  GE Equipo de Control y Distribucion S. de RL de CV

  	
   

  	
  Av. Tecnológico Sur No. 100, Queretero, QRO, Mexico

  	
   

  	
  9/2/2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  GE Seguros del Centro, S.A. de C.V.

  	
   

  	
  GE Capital Fleet Services de Mexico SA de CV

  	
   

  	
  Rubén Dario 1109 5° piso, Guadalajaro, JAL, Mexico

  	
   

  	
  9/1/2004

  



 


71

















 


SCHEDULE D


 


GRC PROJECTS


 


	
  Project

  	
   

  	
  Description

  	
   

  	
  2004
  Funding

  
	
  1.PROFITS

  	
   

  	
  Tools & Methods To
  Analyze Credit, Equity, and Interest Rate Risk Then Create Optimized
  Investment Strategies

  	
   

  	
  $1.7 Million –
  Company  $1.4 Million - GE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.LEO

  	
   

  	
  Decision Engine For LTC
  Claims

  	
   

  	
  $600,000 - GE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.Decision
  Engine Closed Loop Processes

  	
   

  	
  Completion Of Decision
  Engine Work Related To GENIUS and RUBICON Including Monitoring, QA, &
  Updating & RUBICON Tier 3

  	
   

  	
  $1.25 Million - GE

  



 


72

















 


Schedule E


 


MANAGEMENT CONSULTING SERVICES


 


The Management Consulting
Services are broadly defined as activities performed by Company associates that
benefit other GE businesses but that do not directly benefit Company.  The Management Consulting Services typically
include activities such as (i) attending meetings, (ii) delivering training,
(iii) providing historical and industry perspectives, (iv) participating in
meetings with rating agencies and regulators, (v) participating in government
relations activities, (vi) sharing Company best practices, and (vii) making
joint sales calls.


 


The Management Consulting
Services are more fully defined below in the Services By Function section.


 


Services By Function


 


Executive Office:

Provide to the CEO of GE and the CEO of GE Insurance general support, advice,
and strategy with respect to GE’s Retained Businesses and GE’s reinsurance
business.  Consult on various GE
initiatives, including strategic implementations, operational reviews, capital
planning and other regulatory matters. 
The parties acknowledge such support will be limited by any Company
obligations deemed necessary by the Company’s CEO.


 


Finance:

Meet with the Retained Businesses’ or GE associates to provide reasonable
assistance with issue resolution directly related to historical management
participation or emerging issues, meet with the Retained Businesses’ management
to plan for and provide assistance with rating agency relations, accompany
management to ratings agency meetings, meet with the Retained Businesses’
management, auditors, regulators to provide historical perspectives.  Attend councils at GE including Finance,
Tax, Controllers and others as appropriate including presentations of best
practices as applicable.


 


Legal/Compliance:

Accompany the Retained Businesses’ management to meet with regulators, meet
with Retained Businesses’ and GE associates to provide reasonable assistance
with issue resolution directly related to historical management participation,
participate in GE Legal Councils, share applicable legal and compliance best
practices and emerging issues as applicable.


 


Government
Relations/Public Relations:


Consult and provide
support and advice with regard to Government Relations planning and practice
with respect to Retained Businesses, and GE’s reinsurance businesses.  Accompany the Retained Businesses’
management to meet with regulators, work with the Retained Businesses’
management on government relations activities including without limitation
incorporating the Retained Businesses’ government relations agendas into the
Company’s agendas and jointly participating in events, meet with the Retained
Businesses’ management, auditors, regulators to provide historical
perspectives, meet with the Retained Businesses’ management to plan for and
provide assistance with rating agency relations, accompany Retained Businesses’
management to


 

















 


ratings agency
meetings.  Participate in GE Government
Relations planning and present best practices as applicable.


 


Risk:

Provide general risk support, advice, and strategy with respect to the Retained
Businesses and GE’s reinsurance business. Meet with the Retained Businesses’
and GE associates to provide reasonable assistance with issue resolution
directly related to historical management participation, participate in GE risk
forums, share applicable risk best practices.


 


Information Technology:

Meet with the Retained Businesses’ management and GE, auditors, regulators to
provide historical perspectives and strategy or consultation on emerging
issues, participate in GE information technology councils, share applicable
emerging technology practices related to strategy, standards selection and cost
reduction initiatives.


 


Marketing & Product
Management:

Participate in joint sales calls for mutual GE/Company customers, meet with the
Retained Businesses’ management and other GE management to provide perspectives
with respect to the insurance industry, and share applicable marketing best
practices.


 


Operations & Six
Sigma:

Meet with the Retained Businesses’ or GE associates to provide reasonable
assistance with issue resolution directly related to historical management
participation and emerging issues, make available training in insurance
specific classes developed and delivered by Company subject to availability,
providing training classes and materials on LEAN and Company- created LEAN
tools for financial services operations subject to availability (GE to pay its
own travel and living expenses), participate in the Engineering Leadership
Council, meet with the Retained Businesses’ management to provide perspectives
with respect to the insurance industry, share applicable operations best
practices.


 


Actuarial:

Provide general support, advice, and strategy with respect to GE’s Retained
Businesses and reinsurance business. 
Meet with the Retained Businesses’ management to plan for and provide
assistance with rating agency relations, accompany the Retained Businesses’
management to ratings agency meetings, assist the actuarial department of GE’s
reinsurance business, meet with the Retained Businesses’ associates to provide
reasonable assistance with issue resolution directly related to historical
management participation, meet with the Retained Businesses’ management,
auditors, regulators to provide historical perspectives, share applicable actuarial
best practices.


 


Human Resources:

Participate in GE HR councils and share applicable HR best practices, and make
available to GE the Company leadership training classes subject to availability
(GE to pay its own travel and living expenses).  In addition the Company
will make such appropriate subject matter experts reasonably available to
provide consultation and assistance to GE with respect any employment-related
lawsuit(s) related to Financial Guaranty Insurance Company for which GE is
financially


 


2

















 


responsible
and that are pending as of January 1, 2004, until such lawsuit(s) are
settled or otherwise finally adjudicated with no further right of appeal.


 


3

















 


Schedule F


 


BUSINESS
ASSOCIATE ADDENDUM


 


I.                                         Purpose.


 


In
order to disclose certain information to Provider under this Addendum, some of
which may constitute Protected Health Information (“PHI”) (defined below),
Recipient and Provider mutually agree to comply with the terms of this Addendum
for the purpose of satisfying the requirements of the Health Insurance
Portability and Accountability Act of 1996 (“HIPAA”) and its implementing
privacy regulations at 45 C.F.R. Parts 160-164 (“HIPAA Privacy Rule”).  These provisions shall apply to Provider to
the extent that Provider is considered a “Business Associate” under the HIPAA
Privacy Rule and all references in this section to Business Associates
shall refer to Provider.  Capitalized
terms not otherwise defined herein shall have the meaning assigned in the
Agreement.  Notwithstanding anything
else to the contrary in the Agreement, in the event of a conflict between this
Addendum and the Agreement, the terms of this Addendum shall prevail.


 


II.                                     Permitted
Uses and Disclosures.


 


A.           Business
Associate agrees to use or disclose Protected Health Information (“PHI”) that
it creates for or receives from Recipient or its Subsidiaries only as
follows.  The capitalized term
“Protected Health Information or PHI” has the meaning set forth in 45 Code of
Federal Regulations Section 164.501, as amended from time to time.  Generally, this term means individually
identifiable health information including, without limitation, all information,
data and materials, including without limitation, demographic, medical and
financial information, that relates to the past, present, or future physical or
mental health or condition of an individual; the provision of health care to an
individual; or the past present, or future payment for the provision of health
care to an individual; and that identifies the individual or with respect to
which there is a reasonable basis to believe the information can be used to
identify the individual.  This
definition shall include any demographic information concerning members and
participants in, and applicants for, Recipient’s or its Subsidiaries’ health
benefit plans.  All other terms used in
this Addendum shall have the meanings set forth in the applicable definitions
under the HIPAA Privacy Rule.


 


B.             Functions
and Activities on Company’s Behalf. 
Business Associate is permitted to use and disclose PHI it creates for
or receives from Recipient or its Subsidiaries only for the purposes described
in this Addendum or the Agreement that are not inconsistent with the provisions
of this Addendum, or as required by law, or following receipt of prior written
approval from whichever of the Recipient or its Subsidiary for which the
relevant PHI was created or from which the relevant PHI was received.  In addition to these specific requirements
below, Business Associate may use or disclose PHI only in a manner that would
not violate the HIPAA Privacy Rule if done by the Recipient or its
Subsidiaries.


 


C.             Business
Associate’s Operations.  Business
Associate is permitted by this Agreement to use PHI it creates for or receives
from Recipient or its Subsidiaries: (i) if such


 

















 


use is reasonably necessary for Business Associate’s
proper management and administration; and (ii) as reasonably necessary to carry
out Business Associate’s legal responsibilities. Business Associate is
permitted to disclose PHI it creates for or receives from Recipient or its
Subsidiaries for the purposes identified in this Section only if the
following conditions are met:


 


(1)  The
disclosure is required by law; or


 


(2)  The
disclosure is reasonably necessary to Business Associate’s proper management
and administration, and Business Associate obtains reasonable assurances in
writing from any person or organization to which Business Associate will
disclose such PHI that the person or organization will:


 


a. Hold such PHI as confidential and use or further
disclose it only for the purpose for which Business Associate disclosed it to
the person or organization or as required by law; and


 


b. Notify Business
Associate (who will in turn promptly notify whichever of the Recipient or its
Subsidiary for which the relevant PHI was created or from which the relevant
PHI was received) of any instance of which the person or organization becomes
aware in which the confidentiality of such PHI was breached.


 


D.            Minimum
Necessary Standard.  In performing
the functions and activities on Recipient’s or its Subsidiaries’ behalf
pursuant to the Agreement, Business Associate agrees to use, disclose or
request only the minimum necessary PHI to accomplish the purpose of the use,
disclosure or request.  Business
Associate must have in place policies and procedures that limit the PHI
disclosed to meet this minimum necessary standard.


 


E.              Prohibition on Unauthorized Use or Disclosure. 
Business Associate will neither use nor disclose PHI it creates or
receives for or from Recipient, its Subsidiaries, or from another business
associate of Recipient or its Subsidiaries, except as permitted or required by
this Addendum or the Agreement that are not inconsistent with the provisions of
this Addendum, or as required by law, or following receipt of prior written
approval from whichever of the Recipient or its Subsidiary for which the
relevant PHI was created or from which the relevant PHI was received.


 


F.              De-identification of Information.  Business Associate agrees neither to de-identify PHI it creates
for or receives from Recipient or its Subsidiaries or from another business
associate of Recipient or its Subsidiaries, nor use or disclose such
de-identified PHI, unless such de-identification is expressly permitted under
the terms and conditions of this Addendum or the Agreement and related to
Recipient’s or its Subsidiaries’ activities for purposes of “treatment”,
“payment” or “health care operations”, as those terms are defined under the
HIPAA Privacy Rule.  De-identification
of PHI, other than as expressly permitted under the terms and conditions of the
Addendum for Business Associate to perform services for Recipient or its
Subsidiaries, is not a permitted use of PHI under this Addendum.  Business Associate further agrees that it
will not create a “Limited Data Set” as defined by the HIPAA Privacy Rule using
PHI it creates or receives, or receives from another business


 


2

















 


associate of Recipient or its Subsidiaries, nor use or
disclose such Limited Data Set unless: (i) such creation, use or disclosure is
expressly permitted under the terms and conditions of this Addendum or the
Agreement that are not inconsistent with the provisions of this Addendum; and
such creation, use or disclosure is for services provided by Business Associate
that relate to Recipient’s or its Subsidiaries’ activities for purposes of
“treatment”, “payment” or “health care operations”, as those terms are defined
under the HIPAA Privacy Rule.


 


G.             Information Safeguards.  Business
Associate will develop, document, implement, maintain and use appropriate
administrative, technical and physical safeguards to preserve the integrity and
confidentiality of and to prevent non-permitted use or disclosure of PHI
created for or received from Recipient or its Subsidiaries.  These safeguards must be appropriate to the
size and complexity of Business Associate’s operations and the nature and scope
of its activities.  Business Associate
agrees that these safeguards will meet any applicable requirements set forth by
the U.S. Department of Health and Human Services, including (as of the effective
date or as of the compliance date, whichever is applicable) any requirements
set forth in the final HIPAA security regulations.  Business Associate agrees to mitigate, to the extent practicable,
any harmful effect that is known to Business Associate resulting from a use or
disclosure of PHI by Business Associate in violation of the requirements of
this Addendum.


 


III.                                 Conducting
Standard Transactions.  In the
course of performing services for Recipient or its Subsidiaries, to the extent
that Business Associate will conduct Standard Transactions for or on behalf of
Recipient or its Subsidiaries, Business Associate will comply, and will require
any subcontractor or agent involved with the conduct of such Standard
Transactions to comply, with each applicable requirement of 45 C.F.R. Part 162.  “Standard Transaction(s)” shall mean a
transaction that complies with the standards set forth at 45 C.F.R. parts 160
and 162.  Further, Business Associate
will not enter into, or permit its subcontractors or agents to enter into, any
trading partner agreement in connection with the conduct of Standard
Transactions for or on behalf of the Recipient or its Subsidiaries that:


 


a.               Changes the
definition, data condition, or use of a data element or segment in a Standard
Transaction;


 


b.              Adds any data
element or segment to the maximum defined data set;


 


c.               Uses any code or
data element that is marked “not used” in the Standard Transaction’s
implementation specification or is not in the Standard Transaction’s
implementation specification; or


 


d.              Changes the meaning
or intent of the Standard Transaction’s implementation specification.


 


IV.                                 Sub-Contractors, Agents or Other
Representatives.   Business Associate will require any of its
subcontractors, agents or other representatives to which Business Associate is
permitted by this Addendum or the Agreement (or is otherwise given Recipient’s
or the relevant Subsidiary’s prior written approval) to disclose any of the PHI
Business Associate creates or receives for or


 


3

















 


from Recipient or
its Subsidiaries, to provide reasonable assurances in writing that
subcontractor or agent will comply with the same restrictions and conditions
that apply to the Business Associate under the terms and conditions of this
Addendum with respect to such PHI.


 


V.                                     Protected
Health Information Access, Amendment and Disclosure Accounting.


 


A.           Access.  Business Associate
will promptly upon Recipient’s or its Subsidiary’s request make available to
Recipient, its Subsidiary, or, at Recipient’s or such Subsidiary’s direction,
to the individual (or the individual’s personal representative) for inspection
and obtaining copies any PHI about the individual which Business Associate
created for or received from Recipient or its Subsidiary and that is in
Business Associate’s custody or control, so that Recipient or its Subsidiary
may meet its access obligations under 45 Code of Federal Regulations
§ 164.524.


 


B.             Amendment.  Upon Recipient’s or its
Subsidiary’s request Business Associate will promptly amend or permit Recipient
or its Subsidiary access to amend any portion of the PHI which Business
Associate created for or received from Recipient or its Subsidiary, and
incorporate any amendments to such PHI, so that Recipient or its Subsidiary may
meet its amendment obligations under 45 Code of Federal Regulations
§ 164.526.


 


C.             Disclosure Accounting.  So that Recipient or its Subsidiaries may meet their disclosure
accounting obligations under 45 Code of Federal Regulations § 164.528:


 


1.               Disclosure
Tracking.  Business Associate will
record for each disclosure, not excepted from disclosure accounting under
Section V.C.2 below, that Business Associate makes to Recipient or its
Subsidiaries of PHI that Business Associate creates for or receives from
Recipient or its Subsidiaries, (i) the disclosure date, (ii) the name and
member or other policy identification number of the person about whom the
disclosure is made, (iii) the name and (if known) address of the person or
entity to whom Business Associate made the disclosure, (iv) a brief description
of the PHI disclosed, and (v) a brief statement of the purpose of the
disclosure (items i-v, collectively, the “disclosure information”).  For repetitive disclosures Business
Associate makes to the same person or entity (including Recipient or its
Subsidiaries) for a single purpose, Business Associate may provide a) the
disclosure information for the first of these repetitive disclosures, (b) the
frequency, periodicity or number of these repetitive disclosures and (c) the
date of the last of these repetitive disclosures.  Business Associate will make this disclosure information
available to Recipient or its Subsidiaries promptly upon Recipient’s or its
Subsidiaries’ request.


 


2.               Exceptions
from Disclosure Tracking.  Business
Associate need not record disclosure information or otherwise account for
disclosures of PHI that this Addendum or Recipient or the relevant Subsidiary
in writing permits or requires (i) for the purpose of Recipient’s or its
Subsidiaries’ treatment activities, payment activities, or health care
operations, (ii) to the individual who is the subject of the PHI disclosed or
to that individual’s personal representative; (iii) to persons involved in that
individual’s health care or payment for health care; (iv) for notification for
disaster relief purposes, (v) for national security or intelligence purposes,
(vi) to law enforcement officials or correctional


 


4

















 


institutions regarding inmates; or  (vii)
pursuant to an authorization; (viii) for disclosures of certain PHI made as
part of a Limited Data Set; (ix) for certain incidental disclosures that may
occur where reasonable safeguards have been implemented; and (x) for
disclosures prior to April 14, 2003.


 


3.               Disclosure
Tracking Time Periods.  Business
Associate must have available for Recipient and its Subsidiaries the disclosure
information required by this section for the 6 years preceding Recipient’s
or its Subsidiaries’ request for the disclosure information (except Business
Associate need have no disclosure information for disclosures occurring before
April 14, 2003).


 


VI.                                 Additional
Business Associate Provisions.


 


A.           Reporting
of Breach of Privacy Obligations. 
Business Associate will provide written notice to whichever of the
Recipient or its Subsidiary for which the relevant PHI was created or from
which the relevant PHI was received of any use or disclosure of PHI that is
neither permitted by this Addendum nor given prior written approval by
Recipient or the relevant Subsidiary promptly after Business Associate learns
of such non-permitted
use or disclosure.  Business Associate’s
report will at least:


 


(i)                                     Identify
the nature of the non-permitted use or disclosure;


 


(ii)                                  Identify
the PHI used or disclosed;


 


(iii)                               Identify
who made the non-permitted use or received the non-permitted disclosure;


 


(iv)                              Identify
what corrective action Business Associate took or will take to prevent further
non-permitted uses or disclosures;


 


(v)                                 Identify
what Business Associate did or will do to mitigate any deleterious effect of
the non-permitted use or disclosure; and


 


(vi)                              Provide
such other information, including a written report, as Recipient or the
relevant Subsidiary may reasonably request.


 


B.             Amendment.  Upon the effective date
of any final regulation or amendment to final regulations promulgated by the
U.S. Department of Health and Human Services with respect to PHI, including,
but not limited to the HIPAA privacy and security regulations, this Addendum
and the Agreement will automatically be amended so that the obligations they
impose on Business Associate remain in compliance with these regulations.


 


In addition, to the
extent that new state or federal law requires changes to Business Associate’s
obligations under this Addendum, this Addendum shall automatically be amended
to include such additional obligations, upon notice by Recipient or its
Subsidiaries to Business Associate of such obligations.  Business Associate’s continued performance
of services under the Agreement shall be deemed acceptance of these additional
obligations.


 


5

















 


C.             Audit and Review of Policies and Procedures.  Business
Associate agrees to provide, upon Recipient request, access to and copies of
any policies and procedures developed or utilized by Business Associate
regarding the protection of PHI. 
Business Associate agrees to provide, upon Recipient’s request, access
to Business Associate’s internal practices, books, and records, as they relate
to Business Associate’s services, duties and obligations set forth in this
Addendum and the Agreement(s) under which Business Associate provides services
and / or products to or on behalf of Recipient or its Subsidiaries, for
purposes of Recipient’s or its Subsidiaries’ review of such internal practices,
books, and records.


 


6