Exhibit
10.9


 


TRANSITIONAL
TRADEMARK LICENSE AGREEMENT


 


This
Transitional Trademark License Agreement (this “Agreement”), dated as of
              ,
2004, is made and entered into by and between GE Capital Registry, Inc., a New
York corporation (“LICENSOR”), and Genworth Financial, Inc., a Delaware
corporation (“LICENSEE”).


 


WHEREAS, LICENSOR has the
right to license the GE MARKS (as hereinafter defined) and registrations
thereof in certain countries throughout the world for various goods and
services;


 


WHEREAS, General Electric
Company, General Electric Capital Corporation, GE Financial Assurance Holdings,
Inc., GEI, Inc., and LICENSEE entered into a Master Agreement, dated
                ,
2004 (the “Master Agreement”);


 


WHEREAS, the Master
Agreement requires the execution and delivery of this Agreement by LICENSOR and
LICENSEE at the CLOSING; and


 


WHEREAS, in connection
with the transactions contemplated by the Master Agreement, LICENSOR desires to
grant to LICENSEE and the PERMITTED SUBLICENSEES a license to use the GE MARKS
in accordance with the terms, and subject to the conditions, set forth herein.


 


NOW THEREFORE, in consideration of the mutual
covenants contained herein and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, LICENSOR and LICENSEE
agree as follows:


 


I.       DEFINITIONS


 


Unless otherwise defined
herein, all capitalized terms used herein have the meanings ascribed to such
terms in the Master Agreement.  The
following terms as used in this Agreement have the meanings set forth in this
Article I:


 


A.            “AUTHORIZED
DISTRIBUTORS” means third parties that LICENSEE or a PERMITTED SUBLICENSEE
authorizes to sell PRODUCTS (as hereinafter defined) and SERVICES (as
hereinafter defined) during the term of this Agreement.


 


B.            “EFFECTIVE
DATE” means the date of this Agreement.


 


C.            “LICENSED
MARKS” means and is limited to the Marks shown in Exhibit A attached hereto
alone and in combination with other words and phrases.


 


D.            “MARKS”
means trademarks, service marks, trade names, service names, taglines, slogans,
industrial designs, brand names, brand marks, trade dress rights,


 

















 


Internet domain names, identifying symbols, logos,
emblems, signs or insignia, meta tags, Website search terms and key words,
including, without limitation, all goodwill associated with the foregoing.


 


E.             “PERMITTED
SUBLICENSEES” means LICENSEE’S direct and indirect SUBSIDIARIES.


 


F.             “PRODUCTS”
and “SERVICES” means,
respectively, and is limited to (i) products sold and services rendered as
of the EFFECTIVE DATE by LICENSEE and the PERMITTED SUBLICENSEES in the conduct
of the GENWORTH BUSINESS as conducted as of the EFFECTIVE DATE and (ii)
products sold and services rendered after the EFFECTIVE DATE by LICENSEE and
the PERMITTED SUBLICENSEES that are the same as or similar to the products and
services set forth under clause (i) above.


 


G.            “STANDARDS OF
QUALITY” means:


 


1.             at least (i) the same standards of quality, appearance,
service and other standards that are observed as of the EFFECTIVE DATE by
LICENSOR and its AFFILIATES (including, without limitation, LICENSEE and its
SUBSIDIARIES) in the development, marketing and sale of any PRODUCTS sold and
SERVICES rendered prior to or as of the EFFECTIVE DATE and (ii) substantially
the same standards of quality, appearance, service and other standards that are
observed as of the EFFECTIVE DATE by LICENSOR and its AFFILIATES (including,
without limitation, LICENSEE and its SUBSIDIARIES) in the development,
marketing, sale or performance of any products and services similar to the
PRODUCTS sold or SERVICES rendered after the EFFECTIVE DATE, provided that the
standards set forth in the foregoing (i) and (ii) shall be at least
substantially the same as the standards that LICENSEE and the PERMITTED SUBLICENSEES
observe in their development, marketing and sale of any products and
performance of any services similar to the PRODUCTS and SERVICES; and


 


2.             additional standards, if any, which LICENSOR may
otherwise reasonably specify or approve in writing from time to time; and such
additional standards shall supersede the standards referred to in Paragraph
I.G.1 to the extent of any conflict therewith.


 


II.      LICENSE GRANT


 


A.            Subject to the
terms and conditions of this Agreement, LICENSOR hereby grants to LICENSEE a
limited, non-exclusive (except as specified in Exhibit A), non-transferable,
royalty-free license, with no right to sublicense (other than to PERMITTED
SUBLICENSEES as expressly provided herein), to use the LICENSED MARKS
throughout the world and in any current or later-developed medium or form of
communication (including, without limitation, in PRODUCT and SERVICE names and
domain names) only (i) in connection with PRODUCTS designed, distributed, sold
or otherwise commercialized, and SERVICES performed, offered, distributed, sold
or otherwise commercialized by LICENSEE and the PERMITTED SUBLICENSEES, and


 


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(ii) in the general promotion of LICENSEE’S or any PERMITTED SUBLICENSEE’S business
unrelated to any particular product or service, in each case in strict
accordance with the STANDARDS OF QUALITY.


 


B.            Notwithstanding anything in this Agreement to
the contrary, LICENSEE, the PERMITTED SUBLICENSEES and AUTHORIZED DISTRIBUTORS
shall not use any of the LICENSED MARKS (i) in connection with the underwriting
or marketing on a primary basis of life insurance in the United Kingdom, provided,
however, that LICENSEE, the PERMITTED SUBLICENSEES and AUTHORIZED
DISTRIBUTORS are permitted to use LICENSED MARKS in legal names, trade names,
and otherwise in connection with credit life insurance businesses, products, or
services in the United Kingdom, or (ii) in the name of any asset management
service or product (other than any such service or product sold on behalf of
LICENSOR or its AFFILIATES), provided, however, that LICENSEE,
the PERMITTED SUBLICENSEES and AUTHORIZED DISTRIBUTORS are permitted to use
LICENSED MARKS in legal names, trade names, and otherwise in connection with
asset management services or products that are being marketed or offered by
LICENSEE, the PERMITTED SUBLICENSEES and AUTHORIZED DISTRIBUTORS as of the
EFFECTIVE DATE.


 


C.            Any rights not granted to LICENSEE and the
PERMITTED SUBLICENSEES in this Agreement are specifically reserved by and for
LICENSOR.  LICENSEE and the PERMITTED
SUBLICENSEES hereby accept this grant of license, subject to the terms and
conditions set forth in this Agreement. 
The license granted in this Article is subject to, and limited by, any
and all licenses, rights, limitations and restrictions with respect to such
LICENSED MARKS previously granted to, or otherwise agreed to with, any third
party that are in effect as of the EFFECTIVE DATE.


 


D.            Notwithstanding
anything in this Agreement to the contrary, if LICENSEE or any PERMITTED
SUBLICENSEE desires to use the LICENSED MARKS with any product or service not
constituting a PRODUCT or SERVICE, LICENSEE or such PERMITTED SUBLICENSEE shall
make a request for permission to make such use in writing to LICENSOR.  LICENSOR, at its sole discretion, shall
determine whether it will allow such use, and shall notify LICENSEE of such
decision in writing within a reasonable time. 
If LICENSOR decides to allow such use, the parties shall negotiate a
separate, royalty-bearing license which shall require that LICENSEE or such
PERMITTED SUBLICENSEE, as applicable, pay reasonable expenses for any
additional trademark or service mark registrations required if the LICENSED MARKS are not registered for
use in the appropriate class of goods or services relating to such product or
service in any country in which LICENSEE or such PERMITTED SUBLICENSEE intends
to use such LICENSED MARKS.


 


E.             AUTHORIZED DISTRIBUTORS.


 


1.             LICENSOR agrees that, during the term of this Agreement,
AUTHORIZED DISTRIBUTORS may use the LICENSED MARKS in accordance with the terms
and conditions set forth herein (including, without limitation, the standards
and 


 


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guidelines set forth in Paragraph IV.B) in order to
identify themselves as authorized representatives of LICENSEE or a PERMITTED
SUBLICENSEE or otherwise in connection with the promotion, distribution and
sale of PRODUCTS and SERVICES.


 


2.             LICENSEE and the PERMITTED SUBLICENSEES will provide the
AUTHORIZED DISTRIBUTORS a copy of the standards and guidelines set forth in
Paragraph IV.B (which copy may be provided by placing such standards and
guidelines on a Website accessible by the AUTHORIZED DISTRIBUTORS and providing
the AUTHORIZED DISTRIBUTORS notice that they must comply with such standards
and guidelines).  LICENSEE and the
PERMITTED SUBLICENSEES will instruct the AUTHORIZED DISTRIBUTORS that they must
furnish samples of all proposed forms and uses of the LICENSED MARKS to LICENSEE
and the PERMITTED SUBLICENSEES for written approval prior to any use thereof.


 


3.             LICENSEE shall reasonably monitor AUTHORIZED
DISTRIBUTORS’ use of the LICENSED MARKS. 
To the extent that LICENSEE has any reason to believe that an AUTHORIZED
DISTRIBUTOR may be using the LICENSED MARKS in a manner that violates or
conflicts with the terms and conditions of this Agreement, LICENSEE shall
promptly investigate such potential non-compliance.  If LICENSEE determines that such violation or conflict has occurred
or is occurring or if LICENSOR otherwise notifies LICENSEE that such violation
or conflict has occurred or is occurring, LICENSEE shall promptly notify such
AUTHORIZED DISTRIBUTOR and LICENSOR (unless LICENSOR notified LICENSEE thereof
in accordance with the foregoing) of such non-compliance, and use reasonable
efforts to cause such AUTHORIZED DISTRIBUTOR to comply with the terms and
conditions of this Agreement.  If such
AUTHORIZED DISTRIBUTOR fails to comply with such terms and conditions within
twenty (20) days of such notice, LICENSEE shall immediately terminate such
AUTHORIZED DISTRIBUTOR’S rights to use the LICENSED MARKS, and instruct such
AUTHORIZED DISTRIBUTOR that it has no further right to use any LICENSED
MARK.  LICENSEE and the PERMITTED SUBLICENSEES
agree to take any and all further actions reasonably requested by LICENSOR to
prevent and stop such non-compliance and any other unauthorized uses of the
LICENSED MARKS by the AUTHORIZED DISTRIBUTORS.


 


F.             PERMITTED SUBLICENSEES.


 


1.             LICENSEE may sublicense its rights under Paragraph II.A
to PERMITTED SUBLICENSEES.  In the event
that LICENSEE creates or acquires any direct or indirect SUBSIDIARIES after the
EFFECTIVE DATE, LICENSEE may sublicense its rights under Paragraph II.A to such
direct or indirect SUBSIDIARIES and such SUBSIDIARIES shall become and shall be
PERMITTED SUBLICENSEES.  Up to two (2)
times per calendar year during the TERM of this Agreement, LICENSOR shall have
the right to request that LICENSEE provide an organization chart or other
document that identifies LICENSEE’S then-current direct and indirect
SUBSIDIARIES.  In the event that
LICENSOR sends LICENSEE such a written request, LICENSEE shall provide LICENSOR
with an organization chart or other document that identifies


 


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LICENSEE’S then-current direct and indirect
SUBSIDIARIES within a commercially reasonable time after receipt of the written
request.  Additionally, in the event
that LICENSOR sends LICENSEE a written request as to whether a particular
entity is a direct or indirect SUBSIDIARY of LICENSEE, LICENSEE shall provide
LICENSOR with a written response as to as to whether such entity is a direct or
indirect SUBSIDIARY of LICENSEE within a commercially reasonable time after
receipt of the written request.


 


2.             LICENSEE shall cause the PERMITTED SUBLICENSEES to
comply with the terms and conditions of this Agreement, and hereby grants
LICENSOR the right to enforce this Agreement directly against a PERMITTED
SUBLICENSEE to the extent that that PERMITTED SUBLICENSEE breaches the terms
and conditions of this Agreement.  Any
such enforcement by LICENSOR against a PERMITTED SUBLICENSEE shall be upon the
same terms and conditions as are applicable to enforcement by LICENSOR against LICENSEE.


 


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III.     EXAMINATION
OF PRODUCTS AND SERVICES


 


A.            In
order to promote adherence to the STANDARDS OF QUALITY and for the purpose of
protecting and maintaining the goodwill associated with the LICENSED MARKS and
the reputation of LICENSOR, LICENSOR shall have the right to obtain from
LICENSEE reasonable information as to the nature and quality of the PRODUCTS
and SERVICES and the manner in which the LICENSED MARKS are used in connection
with the PRODUCTS and SERVICES.


 


B.            The
PRODUCTS and SERVICES shall comply with all applicable Laws.  For the purpose of protecting and
maintaining the goodwill associated with the LICENSED MARKS and the reputation
of LICENSOR, LICENSOR or its authorized representative shall have the right at
any reasonable time or times during regular business hours on reasonable
notice, and up to two (2) times per calendar year (and otherwise if LICENSOR
notifies LICENSEE in writing that it believes the PRODUCTS and SERVICES are not
conforming to the STANDARDS of QUALITY or other requirements of this Agreement,
which notice shall provide a description of the nonconformity that is
reasonable under the circumstances and, if appropriate and available to
LICENSOR, include samples of any nonconforming PRODUCTS and copies of any documentation
relating to such nonconformity), to visit the offices and facilities of
LICENSEE and the PERMITTED SUBLICENSEES where PRODUCTS are developed, designed,
packaged, marketed, promoted, sold or serviced and SERVICES are developed,
marketed, promoted or rendered. 
LICENSOR may conduct a reasonable inspection and examination of such
offices and facilities, PRODUCTS, and SERVICES.  LICENSEE agrees to furnish LICENSOR, from time to time as
reasonably requested by LICENSOR, representative samples of representative
PRODUCTS (and any other particular PRODUCTS requested by LICENSOR) to which the
LICENSED MARKS are affixed and representative samples showing representative
other uses of the LICENSED MARKS by LICENSEE, the PERMITTED SUBLICENSEES and
AUTHORIZED DISTRIBUTORS selected by LICENSOR (and any other particular uses
requested by LICENSOR).  Upon LICENSOR’S
reasonable request, LICENSEE and the PERMITTED SUBLICENSEES shall permit
LICENSOR to promptly examine and audit documents, books and records pertaining
specifically to the development, design, packaging, marketing, promoting, sale,
servicing, quality, performance, and other characteristics of PRODUCTS and
SERVICES as LICENSOR may reasonably require to verify that PRODUCTS sold and
SERVICES rendered by LICENSEE and the PERMITTED SUBLICENSEES meet the STANDARDS
OF QUALITY and that LICENSEE’S and the PERMITTED SUBLICENSEES’ use of the
LICENSED MARKS complies with LICENSEE’S obligations under this Agreement.  In conducting any such inspection or audit,
LICENSOR shall take all steps reasonably required by LICENSEE to minimize
disruption to LICENSEE’S business and to avoid disclosure of LICENSEE’S
confidential and propriety information and materials, including, but not
limited to, executing nondisclosure agreements, provided that such steps and
agreements shall not prevent LICENSOR from pursuing any claims that it may have
in connection with this Agreement.


 


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C.            If,
at any time, the PRODUCTS sold or SERVICES rendered fail, in the reasonable
judgment of LICENSOR, to conform to the STANDARDS OF QUALITY,  LICENSOR shall notify LICENSEE of such
failure in writing (which notice shall provide a description of the
nonconformity that is reasonable under the circumstances and, if appropriate
and available to LICENSOR, include samples of any nonconforming PRODUCTS and
copies of any documentation relating to such nonconformity).  LICENSEE and the applicable PERMITTED
SUBLICENSEES shall take all necessary steps to bring such PRODUCTS or SERVICES
into conformity with the STANDARDS OF QUALITY. 
If LICENSEE or any PERMITTED SUBLICENSEE fails to bring such PRODUCTS or
SERVICES into conformity within twenty (20) days (or such other time period
mutually agreed upon by the parties) after LICENSEE’S receipt of written notice
of nonconformity, then LICENSEE, such PERMITTED SUBLICENSEE and their
AUTHORIZED DISTRIBUTORS shall immediately cease the development, marketing,
promotion and sale of such PRODUCTS or SERVICES under the LICENSED MARKS until
such nonconformity is cured. 
Notwithstanding the foregoing, in the event that LICENSOR and LICENSEE
or a PERMITTED SUBLICENSEE do not agree as to (i) whether a nonconformity
exists, (ii) a remedy for a nonconformity, or (iii) the date by which a
nonconformity will be corrected, LICENSOR and LICENSEE or the PERMITTED
SUBLICENSEE shall resolve their disagreements in accordance with the dispute
resolution process set forth in Article VII of the Master Agreement.  LICENSEE or the PERMITTED SUBLICENSEE shall
then implement the remedy, if any, that results from the dispute resolution
process according to the requirements specified, or agreements reached, during
the dispute resolution process.  During
the pendency of the dispute resolution process, LICENSEE or the PERMITTED
SUBLICENSEE may take whatever action with respect to the PRODUCTS or SERVICES
at issue as it deems reasonable to address the purported nonconformity
(provided that LICENSEE and the PERMITTED SUBLICENSEE have the right pursuant
to this Agreement to use the LICENSED MARKS in connection with such PRODUCTS
and SERVICES as modified by such action), which may include, if applicable,
implementing some or all of its proposed remedy.  In the event that the nonconforming PRODUCTS or SERVICES cannot
be brought into conformity during the time frame that is agreed to or that
results from the dispute resolution process due to delays not within the
reasonable control of LICENSEE or the PERMITTED SUBLICENSEES in obtaining any
necessary approvals from GOVERNMENTAL AUTHORITIES, LICENSEE, the PERMITTED
SUBLICENSEES, and the AUTHORIZED DISTRIBUTORS shall not be required to cease
the development, marketing or sale of such PRODUCTS or SERVICES under the
LICENSED MARKS, provided that LICENSEE or the applicable PERMITTED SUBLICENSEE
is working diligently to obtain such approvals and keeps LICENSOR reasonably
informed of its efforts to do so.


 


D.            If,
at any time, a GOVERNMENTAL AUTHORITY raises an issue with LICENSEE or a
PERMITTED SUBLICENSEE as to whether PRODUCTS sold or SERVICES rendered comply
with applicable Laws, LICENSEE or the PERMITTED SUBLICENSEE shall respond to
the GOVERNMENTAL AUTHORITY
adequately, including by modifying or discontinuing particular PRODUCTS or
SERVICES if so


 


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directed by the GOVERNMENTAL AUTHORITY according to
the time frames, if any, set forth by the GOVERNMENTAL AUTHORITY.  Notwithstanding the foregoing, if, at any
time, the PRODUCTS sold or SERVICES rendered fail, in the reasonable judgment
of LICENSOR, to comply with all applicable Laws, LICENSOR shall notify LICENSEE
of such failure in writing (which notice shall provide a description of the
noncompliance that is reasonable under the circumstances and, if appropriate
and available to LICENSOR, include samples of any noncompliant PRODUCTS and
copies of any documentation relating to such noncompliance).  LICENSEE and the applicable PERMITTED
SUBLICENSEES shall take all necessary steps to bring such PRODUCTS or SERVICES
into compliance with all applicable Laws. 
If LICENSEE or any PERMITTED SUBLICENSEE fails to bring such PRODUCTS or
SERVICES into compliance within twenty (20) days (or such other time period
mutually agreed upon by the parties) after LICENSEE’S receipt of written notice
of noncompliance, then LICENSEE, such PERMITTED SUBLICENSEE and their
AUTHORIZED DISTRIBUTORS shall immediately cease the development, marketing,
promotion and sale of such PRODUCTS or SERVICES under the LICENSED MARKS until
such noncompliance is cured.  Notwithstanding the foregoing but subject to any and all
requirements of GOVERNMENTAL AUTHORITIES, in the event that LICENSOR and
LICENSEE or a PERMITTED SUBLICENSEE do not agree as to (i) whether a
noncompliance with applicable Laws exists, (ii) an appropriate remedy for such
purported noncompliance, or (iii) the date by which such purported
noncompliance will be corrected, LICENSOR and LICENSEE or the PERMITTED
SUBLICENSEE shall resolve their disagreements in accordance with the dispute
resolution process set forth in Article VII of the Master Agreement.  Subject to any requirements of GOVERNMENTAL
AUTHORITIES, LICENSEE or the PERMITTED SUBLICENSEE shall then implement the
remedy, if any, that results from the dispute resolution process according to
the requirements specified, or agreements reached, during the dispute
resolution process.  During the pendency
of any such dispute resolution process and subject to any and all requirements
of GOVERNMENTAL AUTHORITIES, LICENSEE, the PERMITTED SUBLICENSEES, and the
AUTHORIZED DISTRIBUTORS may continue to promote, offer, and sell the PRODUCTS
and SERVICES at issue, and LICENSEE or the PERMITTED SUBLICENSEE may take
whatever action with respect to such PRODUCTS and SERVICES as it deems
reasonable to address the purported noncompliance (provided that LICENSEE and
the PERMITTED SUBLICENSEE have the right pursuant to this Agreement to use the
LICENSED MARKS in connection with such PRODUCTS and SERVICES as modified by
such action), which may include, if applicable, implementing some or all of its
proposed remedy.


 


E.             Rights
granted to LICENSOR under this Article III to inspect, examine, request
samples, and audit; to request that PRODUCTS and SERVICES be brought into
conformity and compliance; and to direct cessation of certain activities with
respect to PRODUCTS and SERVICES shall extend to the AUTHORIZED DISTRIBUTORS
and PRODUCTS and SERVICES offered by the AUTHORIZED DISTRIBUTORS; provided
however, that in the event LICENSOR desires to engage in any inspection,
examination or audit with respect to, or to request changes to or cessation of,
any PRODUCTS or


 


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SERVICES offered by an AUTHORIZED DISTRIBUTOR,
LICENSOR shall do so solely through LICENSEE. 
LICENSOR shall not itself contact any AUTHORIZED DISTRIBUTOR with
respect to the foregoing, except with the prior written consent of
LICENSEE.  Notwithstanding anything in
this Agreement to the contrary, if LICENSEE fails to comply with its
obligations with respect to any AUTHORIZED DISTRIBUTOR in accordance with this
Agreement (including, without limitation, (i) failing to address any use of the
LICENSED MARKS by any AUTHORIZED DISTRIBUTOR in a manner that conflicts with
the terms and conditions of this Agreement applicable to the AUTHORIZED
DISTRIBUTORS and (ii) instructing the AUTHORIZED DISTRIBUTORS to use the
LICENSED MARKS in a manner consistent with the terms and conditions of this
Agreement applicable to the AUTHORIZED DISTRIBUTORS) within twenty (20) days of
notice from LICENSOR of such failure, LICENSOR shall have the right to contact
such AUTHORIZED DISTRIBUTOR.


 


IV.    USE
OF GE MARKS


 


A.            Under
the license and rights granted herein, LICENSEE, the PERMITTED SUBLICENSEES and
the AUTHORIZED DISTRIBUTORS are authorized to use the GE MARKS only as provided
in Articles II and VI in any current or later-developed medium or form of
communication, including, without limitation, use in packaging, labeling,
brochures, press releases, websites, domain names, signage, point-of-purchase
materials, general publicity, advertising, instruction books and other
literature relating to the PRODUCTS and SERVICES.  LICENSEE, the PERMITTED SUBLICENSEES and the AUTHORIZED
DISTRIBUTORS shall not use the GE MARKS in a manner that could reasonably be
expected to damage the reputation or goodwill associated with LICENSOR, its
AFFILIATES or the GE MARKS.


 


B.            LICENSEE
and the PERMITTED SUBLICENSEES shall comply with the standards and guidelines
with respect to the appearance and manner of use of the GE MARKS set forth on
Exhibit B, which LICENSOR may revise from time to time at LICENSOR’S sole
discretion, provided that any potential revisions to the standards and
guidelines shall be subject to the process set forth in Paragraph IV.C.  LICENSEE, the PERMITTED SUBLICENSEES and
AUTHORIZED DISTRIBUTORS shall not use their MARKS in a manner that causes
confusion as to the ownership of the GE MARKS. 
Subject to Paragraph II.D, any appearance or manner of use of the GE MARKS
not provided for by such standards and guidelines (including, without
limitation, any uses not contemplated by such standards and guidelines, any
uses in contravention of such standards and guidelines and any clarifications
of such standards and guidelines) shall be adopted by LICENSEE, the PERMITTED
SUBLICENSEES and AUTHORIZED DISTRIBUTORS only upon prior written approval by
LICENSOR of each first instance of such appearance or manner of use, which
shall not unreasonably be withheld. 
LICENSEE shall make a written request referencing this Paragraph IV.B to
LICENSOR for such appearance or manner of use, and LICENSOR shall provide a
written response to LICENSEE within fifteen (15) days after its receipt of
LICENSEE’S request, provided that such response may state that a written response cannot be
provided within fifteen (15) days but will be provided within thirty (30) days
after LICENSOR’S receipt of the


 


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request.  In the event that LICENSOR has not provided
a final written response to LICENSEE’S request for approval within thirty (30) days after LICENSOR’S
receipt of the request, such request shall be deemed
approved.


 


C.            (i)
In the event that LICENSOR proposes to change the standards and guidelines set
forth in Paragraph IV.B, it shall notify LICENSEE of the proposed changes, and
consult with LICENSEE regarding such changes. 
LICENSEE, the PERMITTED SUBLICENSEES, and the AUTHORIZED DISTRIBUTORS
shall be allowed a commercially reasonable amount of time to implement any such
changes made after the EFFECTIVE DATE, which amount of time shall be, if
applicable, no less than the amount of time LICENSOR’S AFFILIATES are given to
adopt the same changes.  (ii) In the
event that LICENSOR proposes to add to or otherwise change the STANDARDS OF
QUALITY in accordance with Paragraph I.G.2, it shall notify LICENSEE of the
proposed additions or changes, and consult with LICENSEE regarding such
additions or changes.  In the event that
LICENSOR and LICENSEE cannot reach agreement as to any such proposed additions or
changes to the STANDARDS OF QUALITY, LICENSOR’S and LICENSEE’S disagreement
shall be resolved in accordance with the dispute resolution provisions set
forth in Article VII of the Master Agreement. 
During the pendency of any such dispute resolution process, LICENSEE,
the PERMITTED SUBLICENSEES, and the AUTHORIZED DISTRIBUTORS may continue to
promote, offer, and sell the PRODUCTS or SERVICES at issue in accordance with
the STANDARDS OF QUALITY in effect prior to such disagreement (not including
such proposed addition or change). 
LICENSEE, the PERMITTED SUBLICENSEES, and the AUTHORIZED DISTRIBUTORS
shall be allowed a commercially reasonable amount of time to implement any such
additions or other changes made after the EFFECTIVE DATE, which amount of time
shall be, if applicable, no less than the amount of time LICENSOR’S AFFILIATES
are given to adopt the same additions or changes and no less than the amount of
time to obtain any regulatory approvals necessary to adopt such additions or
changes, provided that LICENSEE and the PERMITTED SUBLICENSEES are working
diligently to obtain such approvals and keep LICENSOR reasonably informed of
their efforts to do so.


 


D.            LICENSEE
shall also obtain LICENSOR’S prior written approval (which shall be at the sole
discretion of LICENSOR) for (i) each first instance of a general promotion in
accordance with Paragraph II.A.ii that is not specifically provided for in the
standards and guidelines set forth in Paragraph
IV.B and (ii) any television or radio advertisements that use the GE
MARKS.  LICENSEE shall make a written
request referencing this Paragraph IV.D to LICENSOR for approval of such
general promotion or television or radio advertisement, and LICENSOR shall
provide a written response to LICENSEE within fifteen (15) days after its
receipt of LICENSEE’S request, provided that such response may state that a written response cannot be
provided within fifteen (15) days but will be provided within thirty (30) days
after LICENSOR’S receipt of the request.  In the event that LICENSOR has not provided
a final written response to LICENSEE’S request for approval within thirty (30) days after LICENSOR’S
receipt of the request, such request shall be deemed
approved.


 


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E.             LICENSEE,
the PERMITTED SUBLICENSEES and AUTHORIZED DISTRIBUTORS shall comply with all
applicable Laws pertaining to the GE MARKS, including, without limitation,
those pertaining to the proper use and designation of MARKS and pertaining to
the development, distribution, promotion and sale of PRODUCTS and the offering,
rendering and promotion of SERVICES, and strictly comply with the STANDARDS OF
QUALITY.


 


F.             LICENSEE,
the PERMITTED SUBLICENSEES and AUTHORIZED DISTRIBUTORS shall, within a
commercially reasonable period of time, cease use of the GE MARKS upon notice
from LICENSOR to LICENSEE that, in the good faith opinion of LICENSOR, such use
of the GE MARKS might result in any potential trademark liability to a third
party on the part of LICENSOR, LICENSEE, the PERMITTED SUBLICENSEES and/or the
AUTHORIZED DISTRIBUTORS.  LICENSEE, the
PERMITTED SUBLICENSEES and the AUTHORIZED DISTRIBUTORS shall comply fully
within a commercially reasonable period of time following LICENSEE’S receipt of
written notice thereof with all guidelines adopted from time to time by
LICENSOR for the purpose of addressing any potential trademark liability with
respect to such third party.


 


G.            If,
in the sole discretion of LICENSOR, it is required or advisable for the purpose
of making this Agreement enforceable, or for the purpose of maintaining,
enhancing or protecting LICENSOR’S rights in the GE MARKS in some countries, to
record this Agreement or to enter LICENSEE (and/or the PERMITTED SUBLICENSEES
and the AUTHORIZED DISTRIBUTORS) as registered or authorized users of the GE
MARKS, LICENSOR will attend (at LICENSOR’S expense) to such recording or
entry.  LICENSEE (or the appropriate
PERMITTED SUBLICENSEE or AUTHORIZED DISTRIBUTOR) shall promptly and at no cost
to LICENSOR execute and deliver to LICENSOR such additional instruments or
documentation as LICENSOR may reasonably request, including without limitation
execution and delivery of substitute or short-form license agreements,
with terms consistent with this Agreement, for recordation or registration in
specified countries in the event that this Agreement shall be deemed by
LICENSOR to be unsuitable for recordation or entry in such countries.  The terms and conditions of this Agreement
(and not the terms and conditions of such substitute or short-form
license agreements entered into for recording or entry purposes) shall be
binding between LICENSOR and LICENSEE (or the appropriate PERMITTED SUBLICENSEE
or AUTHORIZED DISTRIBUTOR) throughout the world and shall govern and control
any controversy that may arise with respect to each party’s rights and
obligations hereunder; provided, however, that if specific terms
and conditions of any such substitute or short-form license agreement
differ from the comparable terms and conditions of this Agreement and
enforcement of the comparable terms and conditions of this Agreement pursuant
to this provision either would be uncertain or improper under the Laws of the
applicable country or would adversely affect LICENSOR’S rights in and to the GE
MARKS in such country, then the specific terms and conditions of the substitute
or short-form license agreement shall be controlling in such country.


 


11

















 


H.            LICENSEE
and the PERMITTED SUBLICENSEES shall supply LICENSOR with such information
(including, without limitation, any such information of the AUTHORIZED
DISTRIBUTORS) concerning sales and other dispositions of PRODUCTS and SERVICES
as LICENSOR may reasonably request to aid LICENSOR in the acquisition,
maintenance and renewal of registrations of the GE MARKS, to record this
Agreement, to enter LICENSEE, the PERMITTED SUBLICENSEES or AUTHORIZED
DISTRIBUTORS as registered or authorized users of the GE MARKS or for any
purpose reasonably related to LICENSOR’S maintenance and protection of the GE
MARKS.  LICENSEE (and the PERMITTED
SUBLICENSEES) shall fully cooperate with LICENSOR’S reasonable requests in the
execution, filing, and prosecution of any registration of a MARK or copyright
relating to GE MARKS that LICENSOR may desire to obtain.  For that purpose LICENSEE (and the PERMITTED
SUBLICENSEES) shall supply to LICENSOR such samples, containers, labels,
letterheads and other similar materials bearing the GE MARKS as may be required
by LICENSOR.


 


I.              Notwithstanding
Paragraph II.A, LICENSEE, the PERMITTED SUBLICENSEES and the AUTHORIZED
DISTRIBUTORS will not use the GE MARKS, nor may any particular PRODUCT or
SERVICE be marketed, distributed or offered for sale or sold, (i) in any jurisdiction where the GE MARKS have not been
registered, until an appropriate MARK search has been conducted (at LICENSEE’S
expense) and an application to register the particular GE MARK in the relevant
MARK class(es) for PRODUCTS and SERVICES has been filed in that jurisdiction
(at LICENSOR’S expense), or LICENSOR determines in good faith on advice of its
trademark counsel that it would be preferable not to seek to register such GE
MARK in that country but that there is no material impediment to the use of
such GE MARK therein and (ii) in a country where
entry of LICENSEE as a registered or authorized user is required, prior to the
execution of an appropriate registered user agreement or similar agreement and
the filing thereof with the appropriate governmental agency (except where
failure to do so prior to use will not have a material adverse effect on such
GE MARK).  Not in limitation of the
foregoing, in the event that LICENSOR determines that LICENSEE and the PERMITTED SUBLICENSEES are using the GE MARKS in
a jurisdiction where such GE MARKS are not registered in the appropriate MARK
class(es) for PRODUCTS and SERVICES, LICENSOR at its sole discretion shall have
the option to require such registration at LICENSOR’S expense.


 


J.             LICENSEE and the
PERMITTED SUBLICENSEES shall not, and shall instruct the AUTHORIZED
DISTRIBUTORS to not, enter into any agreements relating to the placement of
listings in response to Website search terms and key words that consist of the
terms included in Exhibit C.  Upon expiration or termination of this Agreement, LICENSEE
and the PERMITTED SUBLICENSEES shall, and shall instruct the AUTHORIZED
DISTRIBUTORS to, assign any agreements relating to the placement of listings in
response to Website search terms and key words that include the GE MARKS to
LICENSOR, unless such agreements by their own terms are non-assignable


 


12

















 


(in which case LICENSEE and the PERMITTED SUBLICENSEES
shall, and shall instruct the AUTHORIZED DISTRIBUTORS to, terminate such
agreements).


 


V.      OWNERSHIP
AND VALIDITY OF GE MARKS


 


A.            LICENSEE
and the PERMITTED SUBLICENSEES admit the validity, and LICENSOR’S ownership, of
the GE MARKS and agree that any and all goodwill, rights or interests that
might be acquired by the use of the GE MARKS by LICENSEE, the PERMITTED
SUBLICENSEES and/or AUTHORIZED DISTRIBUTORS shall inure to the sole benefit of
LICENSOR.  If LICENSEE, the PERMITTED
SUBLICENSEES or AUTHORIZED DISTRIBUTORS obtain rights or interests in the GE
MARKS, LICENSEE or the PERMITTED SUBLICENSEES shall transfer, or shall instruct
such AUTHORIZED DISTRIBUTOR to transfer, those rights or interests to LICENSOR
upon request by LICENSOR.  LICENSEE and
the PERMITTED SUBLICENSEES admit and agree that, as between the parties,
LICENSEE, the PERMITTED SUBLICENSEES and AUTHORIZED DISTRIBUTORS have been
extended only a mere permissive right to use the GE MARKS as provided in this
Agreement which is not coupled with any ownership interest.


 


B.            LICENSEE
and the PERMITTED SUBLICENSEES further agree not to, and to instruct the
AUTHORIZED DISTRIBUTORS not to: (i) use or register in any country any MARKS
(including, without limitation, any slogan) confusingly similar to, or
consisting in whole or in part of, the GE MARKS or (ii) register the GE MARKS
in any country, without in each case the express prior written consent of
LICENSOR.  Whenever LICENSEE or a
PERMITTED SUBLICENSEE becomes aware of any consumer confusion or risk thereof
between a MARK used by LICENSEE, a PERMITTED SUBLICENSEE or AUTHORIZED
DISTRIBUTOR, and a GE MARK, LICENSEE or such PERMITTED SUBLICENSEE shall take
appropriate steps to promptly remedy or avoid such confusion or risk of
confusion.


 


C.            LICENSEE
may request in writing that LICENSOR, at LICENSEE’S expense, file an
application for registration of any GE
MARK for use in connection with the PRODUCTS and SERVICES in any country
in which such GE MARK is not registered in the appropriate classes of goods or
services for such PRODUCTS and SERVICES as of the EFFECTIVE DATE.  Subject to Paragraph IV.I, LICENSOR shall
use commercially reasonable efforts to complete such filing and prosecution in
LICENSOR’S name.  LICENSEE shall supply,
without cost to LICENSOR, from time to time as requested by LICENSOR, such
samples, containers, labels, letterheads, and similar materials from such
LICENSEE or the PERMITTED SUBLICENSEES as may reasonably be required for such
filing and prosecution.


 


D.            LICENSOR
will own all right, title and interest in and to any and all applications for
registration of the GE MARKS (including, without limitation, applications filed
in accordance with Paragraph V.C), whether filed before or after the EFFECTIVE
DATE, and such applications shall be deemed incorporated in the defined term “GE MARKS”.


 


13

















 


E.             LICENSEE
and the PERMITTED SUBLICENSEES shall give LICENSOR notice promptly of any known
or presumed infringements of the GE MARKS, and shall instruct the AUTHORIZED
DISTRIBUTORS to give prompt notice to LICENSEE of any such infringements, which
LICENSEE shall promptly give to LICENSOR. 
LICENSEE and the PERMITTED SUBLICENSEES shall render, and instruct the
AUTHORIZED DISTRIBUTORS to render, to LICENSOR full and prompt cooperation (at
LICENSOR’S expense) for the enforcement and protection of the GE MARKS against
such infringements.  LICENSOR shall
retain all rights to bring all actions and proceedings in connection with
infringement or misuse of the GE MARKS at its sole discretion.  If LICENSOR decides to enforce the GE MARKS
against an infringer, all costs incurred and recoveries made shall be for the
account of LICENSOR.


 


F.             LICENSEE
and the PERMITTED SUBLICENSEES will not, and shall instruct the AUTHORIZED
DISTRIBUTORS to not, at any time during the Term, and any time thereafter, for
as long as LICENSOR shall own rights in the GE MARKS, do or cause to be done
any act or thing disparaging, disputing, attacking, challenging, impairing,
diluting, or in any way tending to harm the reputation or goodwill associated
with LICENSOR, its AFFILIATES or any of the GE MARKS.


 


G.            LICENSEE,
the PERMITTED SUBLICENSEES and the AUTHORIZED DISTRIBUTORS have no right (and
shall not, and shall instruct the AUTHORIZED DISTRIBUTORS to not, represent
that they have the right) to bind or obligate LICENSOR in any way.  LICENSOR has no right, and shall not
represent that it has the right, to bind or obligate LICENSEE, any PERMITTED
SUBLICENSEE or AUTHORIZED DISTRIBUTOR in any way.


 


VI.    CORPORATE
NAMES


 


A.            “GE
MARKS” means the LICENSED MARKS, “General Electric”, “GE Capital” and “GEFA”.


 


B.            “LICENSED
SUBSIDIARIES” means those PERMITTED SUBLICENSEES that, as of the EFFECTIVE
DATE, include in their corporate names the GE MARKS, provided that “LICENSED
SUBSIDIARIES” shall not include any such PERMITTED SUBLICENSEES that adopt NEW
CORPORATE NAMES after the EFFECTIVE DATE.


 


C.            “NEW CORPORATE NAMES” shall mean
corporate names that do not consist in whole or in part of, and are not
dilutive of or confusingly similar to, the GE MARKS.  The parties agree that LICENSEE’S “Genworth” name and mark, and
derivatives thereof, do not consist in whole or in part of, and are not
dilutive of or confusingly similar to, the GE MARKS, provided that LICENSEE
does not highlight, isolate or emphasize the letters “Ge” alone in the
“Genworth” name and mark or derivatives thereof.


 


D.            “TWENTY
PERCENT DATE” means the first date on which members of the GE GROUP cease to beneficially own, in
the aggregate, (excluding for such purposes


 


14

















 


shares of GENWORTH COMMON STOCK beneficially owned by LICENSOR but not for
its own account, including (in such exclusion) beneficial ownership that arises
by virtue of some entity that is an AFFILIATE of LICENSOR being a sponsor of or
advisor to a mutual or similar fund that beneficially owns shares of GENWORTH COMMON STOCK) more than
twenty percent (20%) of the then outstanding GENWORTH COMMON STOCK.


 


E.             Subject
to the terms and conditions set forth herein, LICENSOR hereby grants to
LICENSEE a limited, non-exclusive, non-transferable, royalty-free license, with
no right to sublicense (other than to the LICENSED SUBSIDIARIES as expressly
provided herein), to allow the LICENSED SUBSIDIARIES to use the GE MARKS in
their corporate names to the extent such GE MARKS are used in such corporate
names as of the EFFECTIVE DATE.  Unless
sooner terminated in accordance with this Article VI, this license shall expire
on the sooner of: (i) the date that any GOVERNMENTAL AUTHORITY requires that
such corporate names be changed, but only with respect to the particular
LICENSED SUBSIDIARY to which the GOVERNMENTAL AUTHORITY requirement applies and
subject to any time frame or transition period established by the GOVERNMENTAL
AUTHORITY (alone or in consultation with LICENSEE), (ii) the TWENTY PERCENT DATE
or (iii) the expiration of five (5) years from the EFFECTIVE DATE.  Upon expiration in accordance with the
foregoing (ii), (x) the LICENSED SUBSIDIARY shall use its best efforts to
effectuate cessation of its use of the GE MARKS in its corporate name as
expeditiously as possible under the circumstances and (y) in the event that a
LICENSED SUBSIDIARY is unable to obtain regulatory approval necessary to adopt
a NEW CORPORATE NAME in a
jurisdiction, or is otherwise unable for regulatory reasons to adopt a NEW
CORPORATE NAME in a jurisdiction, such LICENSED SUBSIDIARY shall be allowed to
continue its then-current use of the corporate name for a transition period,
which shall not exceed one (1) year except upon mutual agreement of the
parties, provided that such LICENSED SUBSIDIARY in good faith complies with the
obligations contained herein.  Such
LICENSED SUBSIDIARY shall comply with the applicable transition provisions in
Exhibit D during any such transition period. 
No such transition period shall extend beyond five (5) years from the
EFFECTIVE DATE.


 


F.             Upon expiration
or termination of the license granted under this Article VI, the LICENSED
SUBSIDIARIES shall adopt NEW CORPORATE NAMES, subject to applicable TRANSITION
PERIODS and other applicable provisions of this Article VI and this
Agreement.  If adoption of a NEW
CORPORATE NAME is consistent with LICENSEE’S and the LICENSED SUBSIDIARIES’
business plans and does not subject LICENSEE and the LICENSED SUBSIDIARIES to
material incremental costs in addition to costs that LICENSEE and the LICENSED
SUBSIDIARIES would incur to adopt NEW CORPORATE NAMES at a future date,
LICENSEE and the LICENSED SUBSIDIARIES shall use reasonable best efforts to
adopt and change to NEW CORPORATE NAMES as soon as possible after the EFFECTIVE
DATE.  The obligation to adopt NEW CORPORATE NAMES in connection with the
TWENTY PERCENT DATE as set forth in the foregoing Paragraph VI.E shall not
apply to the


 


15

















 


LICENSED SUBSIDIARY known as
GE Capital Life Assurance Company of New York (“GECLANY”) to the extent
that it is necessary for GECLANY to maintain its current corporate name in
order to fulfill its existing contractual obligations as of the EFFECTIVE
DATE.  GECLANY shall, however, be required
to adopt a NEW CORPORATE NAME no later than the expiration of the TERM.


 


G.            The LICENSED SUBSIDIARIES shall operate
their businesses in accordance with at least the same standards of quality,
appearance, service and other standards that are observed as of the EFFECTIVE
DATE by the LICENSED SUBSIDIARIES.  In
order to promote adherence to such standards and for the purpose of protecting
and maintaining the goodwill associated with the GE MARKS and the reputation of
LICENSOR, LICENSOR shall have the right to obtain from LICENSEE reasonable
information as to the operation of the LICENSED SUBSIDIARIES’ businesses and
the manner in which the GE MARKS are used in connection with their corporate
names.  If, at any time, a LICENSED
SUBSIDIARY fails, in the reasonable judgment of LICENSOR, to conform to the
standards set forth in this Paragraph VI.G, 
LICENSOR shall notify LICENSEE of such failure in writing (which notice
shall provide a description of the nonconformity that is reasonable under the
circumstances and, if appropriate and available to LICENSOR, include copies of
any documentation relating to such nonconformity).  Such LICENSED SUBSIDIARY shall take all necessary steps to bring
the nonconforming aspects of its business into conformity with such standards.  If such LICENSED SUBSIDIARY fails to bring
the nonconforming aspects of its business into conformity with such standards
within twenty (20) days (or such other time period mutually agreed upon by the
parties) after LICENSEE’S receipt of written notice of nonconformity, then such
LICENSED SUBSIDIARY shall use its best efforts to effectuate cessation of its
use of the GE MARKS in its corporate name as expeditiously as possible under
the circumstances.  Notwithstanding the
foregoing, in the event that LICENSOR and LICENSEE or a LICENSED SUBSIDIARY do
not agree as to (i) whether a nonconformity exists, (ii) a remedy for a
nonconformity, or (iii) the date by which a nonconformity will be corrected,
LICENSOR and LICENSEE or the LICENSED SUBSIDIARY shall resolve their
disagreements in accordance with the Article VI dispute resolution process set
forth in Exhibit E.  LICENSEE or the
LICENSED SUBSIDIARY shall then implement the remedy, if any, that results from
the dispute resolution process according to the requirements specified, or
agreements reached, during the dispute resolution process.  During the pendency of the dispute
resolution process, LICENSEE or the LICENSED SUBSIDIARY may take whatever
action with respect to the purported nonconforming aspects of the LICENSED
SUBSIDIARY’S business as it deems reasonable to address the purported
nonconformity (provided that the LICENSED SUBSIDIARY has the right pursuant to
this Agreement to take such action), which may include, if applicable,
implementing some or all of its proposed remedy.


 


H.            The
LICENSED SUBSIDIARIES shall comply at all times with all applicable Laws, and
shall be accurate in their descriptions of the relationship between LICENSOR
and the LICENSED SUBSIDIARIES.  For the
purpose of protecting and maintaining the goodwill associated with the GE MARKS
and the reputation of


 


16

















 


LICENSOR, LICENSOR or its authorized representative
shall have the right at any reasonable time or times during regular business
hours on reasonable notice to LICENSEE, and up to two (2) times per calendar
year (and otherwise if LICENSOR notifies LICENSEE in writing that it believes a
LICENSED SUBSIDIARY is not complying with the requirements of this Article VI,
which notice shall provide a description of the nonconformity that is
reasonable under the circumstances and, if appropriate and available to
LICENSOR, include copies of any documentation relating to such nonconformity),
to visit the offices and facilities of the LICENSED SUBSIDIARY.  LICENSOR may conduct a reasonable inspection
and examination of such offices and facilities and the operation of the
business of the LICENSED SUBSIDIARY to determine compliance with this Article
VI in conjunction with the LICENSED SUBSIDIARY’S use of the GE MARKS in its
corporate name.  Upon LICENSOR’S
reasonable request, the LICENSED SUBSIDIARIES shall permit LICENSOR to promptly
examine and audit documents, books, records and other information pertaining to
the operation of the LICENSED SUBSIDIARIES’ business as LICENSOR may reasonably
require to verify that the LICENSED SUBSIDIARIES are complying with the
requirements of this Article VI in conjunction with the LICENSED SUBSIDIARIES’
use of the GE MARKS in their corporate names. 
In conducting any such inspection or audit, LICENSOR shall take all
steps reasonably required by the LICENSED SUBSIDIARIES to minimize disruption
to the LICENSED SUBSIDIARIES’ business and to avoid disclosure of the LICENSED
SUBSIDIARIES’ confidential and propriety information and materials, including,
but not limited to, executing nondisclosure agreements, provided that such
steps and agreements shall not prevent LICENSOR from pursuing any claims that
it may have in connection with this Agreement.


 


I.              The
license granted in this Article VI shall automatically terminate with respect
to a LICENSED SUBSIDIARY upon notice to LICENSEE upon any of the following
events with respect to that LICENSED SUBSIDIARY:  (i) any merger or consolidation of such LICENSED SUBSIDIARY with an
unrelated third party; (ii) the sale of all or substantially all of the assets
of such LICENSED SUBSIDIARY to an unrelated third party; or (iii) a change of
control of such LICENSED SUBSIDIARY whereby any unrelated third party acquires
fifty percent (50)% or more of the outstanding voting securities of such
LICENSED SUBSIDIARY or the power, directly or indirectly, to direct or cause
the direction of management or policies (whether through ownership of
securities or partnership or other ownership interests, by contract or
otherwise) of such LICENSED SUBSIDIARY.


 


J.             In
the event LICENSEE or a LICENSED SUBSIDIARY breaches in any material respect
any representation, warranty or covenant of this Article VI and LICENSOR gives
LICENSEE written notice of such breach (which notice shall provide a
description of the breach that is reasonable under the circumstances), LICENSEE
and the LICENSED SUBSIDIARY, if applicable, shall have forty-five (45) days
from LICENSEE’S receipt of such notice to remedy such breach, unless such
breach cannot be remedied within such forty-five (45) day period, in which case
LICENSEE and the LICENSED SUBSIDIARY, if applicable, shall use best efforts to
remedy such breach as


 


17

















 


promptly as practicable but no later than ninety (90)
days from LICENSEE’S receipt of such notice. 
If the breach is not remedied in accordance with the foregoing time
periods, LICENSOR shall have the right to terminate the license granted in this
Article VI with respect to LICENSEE and the LICENSED SUBSIDIARY, if applicable,
at any time thereafter by giving LICENSEE notice of such termination.


 


K.            The
license granted in this Article VI shall terminate as to a particular country
with notice to LICENSEE on a date established by either LICENSOR or LICENSEE if
a controlling substitute or short-form license agreement is required in such
country pursuant to Paragraph IV.G hereof and such controlling substitute or
short-form license agreement contains provisions unacceptable to the party
giving notice hereunder.  The LICENSED
SUBSIDIARIES will comply with any additional requirements and perform any
additional acts that LICENSOR deems necessary to comply with all applicable
foreign Laws and to maintain, enhance and protect LICENSOR’S rights in the GE
MARKS in foreign jurisdictions.


 


L.            The
license granted in this Article VI shall automatically terminate with respect
to a LICENSED SUBSIDIARY without notice by LICENSOR in the event such LICENSED
SUBSIDIARY commences, or has commenced against it, proceedings under
bankruptcy, insolvency or debtor’s relief laws or similar laws in any other
jurisdiction, which proceedings are not dismissed within sixty (60) days; such
LICENSED SUBSIDIARY makes a general assignment for the benefit of its
creditors; or such LICENSED SUBSIDIARY ceases operations or is liquidated or
dissolved.


 


M.           Upon
any termination under Paragraphs VI.I or VI.L, any terminated LICENSED
SUBSIDIARY (or, subject to Paragraph VI.I, any successor of a LICENSED
SUBSIDIARY) shall be permitted to continue its then-current use of the GE MARKS
to the extent required to comply with applicable Laws for a TRANSITION PERIOD
if LICENSEE obtains LICENSOR’S written consent (which consent shall not be
unreasonably withheld) prior to the start of any proposed TRANSITION PERIOD (as
defined in Paragraph VII.F.3 below). 
Upon any termination under Paragraph VI.J, any terminated LICENSED
SUBSIDIARY (or, subject to Paragraph VI.I, any successor of a LICENSED
SUBSIDIARY) shall be permitted to continue its then-current use of the GE MARKS
but shall use its best efforts to effectuate cessation of its use of the GE
MARKS in its corporate name as expeditiously as possible under the
circumstances.


 


N.            LICENSEE shall
cause the LICENSED SUBSIDIARIES to comply with the terms and conditions of this Article VI, and hereby grants
LICENSOR the right to enforce this Agreement directly against a LICENSED
SUBSIDIARY to the extent that such LICENSED SUBSIDIARY breaches the terms and
conditions of this Article VI.  Any such
enforcement by LICENSOR against a LICENSED SUBSIDIARY shall be upon the same
terms and conditions as are applicable to enforcement by LICENSOR against
LICENSEE under this Agreement.  For the
avoidance of doubt, LICENSEE’S failure to cause the LICENSED SUBSIDIARIES to
comply in any material respect with the terms and conditions of this Article VI
shall be a material breach of this Agreement by LICENSEE, and shall subject
LICENSEE to termination of the license granted in


 


18

















 


Paragraph VI.E according to
the termination process set forth in Paragraphs VI.J and VI.M.  Provided that LICENSEE uses best efforts to
address any material breach of a LICENSED SUBSIDIARY (such efforts including termination
of such LICENSED SUBSIDIARY if the material breach is continuing), then
notwithstanding the foregoing sentence, LICENSEE shall not be deemed to have
breached this Agreement for failure to cause a LICENSED SUBSIDIARY to comply in
any material respect with the terms and conditions of this Article VI to the
extent that such LICENSED SUBSIDIARY’S breach is by its nature not capable of
being remedied.


 


O.            Any dispute, controversy or claim arising out
of or relating to the transactions contemplated by this Article VI, or the
validity, interpretation, breach or termination of any provision of this Article
VI shall be resolved in accordance with Exhibit E.


 


19

















 


VII.   TERMINATION


 


A.            Unless
terminated pursuant to any provision of this Article VII, this Agreement shall
have a term (“TERM”) of five (5) years from the EFFECTIVE DATE.


 


B.            This
Agreement shall terminate as to a particular country with notice to LICENSEE on
a date established by either LICENSOR or LICENSEE if a controlling substitute
or short-form license agreement is required in such country pursuant to
Paragraph IV.G hereof and such controlling substitute or short-form license
agreement contains provisions unacceptable to the party giving notice
hereunder.


 


C.            In
the event LICENSEE or the PERMITTED SUBLICENSEES breach in any material respect
any representation, warranty or covenant of this Agreement (including, without
limitation, any failure to address an AUTHORIZED DISTRIBUTOR’S failure to
comply with this Agreement as set forth in Paragraph II.E.3, including, without
limitation, the standards and guidelines set forth in Paragraph IV.B), or in
the event LICENSEE breaches its indemnification obligations as set forth in
Section 5.2 of the Master Agreement, and LICENSOR gives LICENSEE written notice
of such breach (which notice shall provide a description of the breach that is
reasonable under the circumstances), LICENSEE or the PERMITTED SUBLICENSEES
shall have forty-five (45) days from LICENSEE’S receipt of such notice to
remedy such breach.  If the breach is
not remedied within said forty-five (45) days, LICENSOR shall have the right to
terminate this Agreement at any time thereafter by giving LICENSEE notice of
such termination.


 


D.            This
Agreement shall automatically terminate upon notice to LICENSEE (i) in its
entirety upon any of the following events with respect to LICENSEE and (ii)
with respect to any PERMITTED SUBLICENSEE, upon any of the following events
with respect to such PERMITTED SUBLICENSEE:


 


1.             any merger or consolidation of LICENSEE or such
PERMITTED SUBLICENSEE with an unrelated third party;


 


2.             the sale of all or substantially all of the assets of
LICENSEE or such PERMITTED SUBLICENSEE to an unrelated third party; or


 


3.             a change of control of LICENSEE or such PERMITTED
SUBLICENSEE whereby any unrelated third party acquires fifty percent (50%) or
more of the outstanding voting securities of LICENSEE or such PERMITTED
SUBLICENSEE or the power, directly or indirectly, to direct or cause the
direction of management or policies (whether through ownership of securities or
partnership or other ownership interests, by contract or otherwise) of LICENSEE
or such PERMITTED SUBLICENSEE.


 


Notwithstanding the foregoing, this Agreement shall
not terminate if LICENSEE or any PERMITTED SUBLICENSEE acquires or attains
control of a business entity, business unit, or block of business that provides
PRODUCTS or SERVICES.


 


20

















 


E.             This
Agreement shall automatically terminate with respect to LICENSEE, a PERMITTED
SUBLICENSEE or AUTHORIZED DISTRIBUTOR without notice to LICENSEE by LICENSOR in
the event LICENSEE, such PERMITTED SUBLICENSEE or such AUTHORIZED DISTRIBUTOR
commences, or has commenced against it, proceedings under bankruptcy,
insolvency or debtor’s relief laws or similar laws in any other jurisdiction,
which proceedings are not dismissed within sixty (60) days; LICENSEE, such
PERMITTED SUBLICENSEE or such AUTHORIZED DISTRIBUTOR makes a general assignment
for the benefit of its creditors; or LICENSEE, such PERMITTED SUBLICENSEE or
such AUTHORIZED DISTRIBUTOR ceases operations or is liquidated or dissolved.


 


F.             TRANSITION
PERIODS.


 


1.             Upon any termination under Paragraph VII.C, VII.D or
VII.E of this Agreement in its entirety or with respect to LICENSEE, any
PERMITTED SUBLICENSEE or any AUTHORIZED DISTRIBUTOR (or, subject to Paragraphs
VII.D and IX.E, any successor of LICENSEE, any PERMITTED SUBLICENSEE or any
AUTHORIZED DISTRIBUTOR by way of merger, consolidation, purchase of all or
substantially all of the assets thereof, or change of control), LICENSEE, any
such terminated PERMITTED SUBLICENSEE and any such terminated AUTHORIZED
DISTRIBUTOR (or any such successor), as the case may be, shall be permitted to
continue its then-current use of the LICENSED MARKS to the extent required to
comply with applicable Laws for a TRANSITION PERIOD (as hereinafter defined) if
LICENSEE obtains LICENSOR’S written consent (which consent shall not be
unreasonably withheld) prior to the start of any proposed TRANSITION PERIOD.


 


2.             Upon any sale, divestiture or transfer by LICENSEE or
any PERMITTED SUBLICENSEE of any of its business entities, business units, or
blocks of business, such business entity, business unit or block of business
shall be permitted to continue its then-current use of the LICENSED MARKS to
the extent required to comply with applicable Laws for a TRANSITION PERIOD if
LICENSEE obtains LICENSOR’S written consent (which consent shall not be
unreasonably withheld) prior to the start of any proposed TRANSITION PERIOD.


 


3.             “TRANSITION PERIOD” means a nine (9) month
period, which may be extended with LICENSOR’S prior written consent (which
consent shall not be unreasonably withheld) three (3) times for consecutive
periods of thirty (30) days each, provided that LICENSEE, all applicable
PERMITTED SUBLICENSEES and all applicable AUTHORIZED DISTRIBUTORS, as the case
may be, at all times during such time period and such extension periods comply
in good faith with the obligations contained herein and discontinue such use as
promptly as practicable.


 


4.             Notwithstanding anything in this Agreement to the
contrary, no TRANSITION PERIOD shall extend beyond five (5) years from the
EFFECTIVE DATE.  LICENSEE, all
applicable PERMITTED SUBLICENSEES and all applicable 


 


21

















 


AUTHORIZED DISTRIBUTORS, as the case may be, shall
comply with the transition provisions in Exhibit D.


 


G.            The
termination provisions of this Article VII do not apply to termination of the
license granted in Article VI.


 


H.            The
following provisions of this Agreement shall survive any termination or
expiration of this Agreement: 
Paragraphs V.A, V.B, V.D, V.F, V.G, VII.F and Articles VIII and IX.  Subject to the foregoing sentence, upon
termination or expiration of this Agreement, all licenses granted to LICENSEE,
the PERMITTED SUBLICENSEES and the AUTHORIZED DISTRIBUTORS herein shall
immediately terminate.


 


VIII.  DISCLAIMER OF WARRANTIES AND
ASSUMPTION OF RISK


 


A.            EACH PARTY AGREES
AND ACKNOWLEDGES THAT THE GE MARKS ARE LICENSED HEREUNDER AS IS, WITH ALL
FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND THAT LICENSOR DOES NOT MAKE, AND
LICENSOR HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATION OR WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.


 


B.            LICENSEE
and the PERMITTED SUBLICENSEES hereby assume all risk and liability resulting
from LICENSEE’S, PERMITTED SUBLICENSEES’ and AUTHORIZED DISTRIBUTORS’ use of
the GE MARKS.


 


IX.    MISCELLANEOUS
PROVISIONS


 


A.            Governing
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.


 


B.            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 Paragraph IX.B):


 


LICENSOR:


 


GE Capital
Registry, Inc.

260 Long Ridge Road




22

















 


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.


 


LICENSEE:


 


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 East Byrd Street

Richmond, VA 23219-4074

Attention:  Allen C. Goolsby, Esq.


 


C.            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.


 


D.            Entire
Agreement.  This Agreement and the
Master Agreement constitute the entire agreement of the parties hereto with
respect to the subject matter of this Agreement and supersede 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.


 


E.             Assignment;
No Third-Party Beneficiaries.  This
Agreement shall not be assigned or transferred in whole or in part by any party
hereto without the prior written consent of the other parties hereto, and any
attempted assignment or transfer without such consent shall be null and void.  Notwithstanding the foregoing, LICENSOR, in
its sole discretion, may assign this Agreement in whole or in part to any
AFFILIATE of


 


23

















 


LICENSOR at any time. 
Except as provided in Paragraph VII.F with respect to successors, this
Agreement is for the sole benefit of the parties to this Agreement and their
permitted successors and assigns and nothing in this Agreement, express or
implied, is intended to or shall confer upon any other Person or entity any legal
or equitable right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement.


 


F.             Amendment.  No provision of this Agreement may be
amended or modified except by a written instrument signed by all the parties to
this 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.


 


G.            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.


 


H.            Counterparts.  This Agreement may be executed in one or
more 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.


 


I.              Dispute
Resolution.  Any dispute,
controversy or claim arising out of or relating to the transactions
contemplated by this Agreement, or the validity, interpretation, breach or
termination of any provision of this Agreement shall be resolved in accordance
with Article VII of the Master Agreement. 
Notwithstanding the foregoing, any dispute, controversy or claim arising
out of or relating to the transactions contemplated by Article VI of this
Agreement, or the validity, interpretation, breach or termination of any
provision of Article VI of this Agreement shall be resolved in accordance with
Exhibit E.


 


J.             No
Waiver.  Failure by LICENSOR at any
time to enforce or require strict compliance with any provision of this
Agreement shall not affect or impair that provision in any way or the rights of
LICENSOR to avail itself of the remedies it may have in respect of any
subsequent breach of that or any other provision.  The waiver of any term, condition, or provision of this Agreement
must be in writing and signed by an authorized


 


24

















 


representative of the waiving Party.  Any such waiver will not be construed as a
waiver of any other term, condition, or provision, nor as a waiver of any
subsequent breach of the same term, condition, or provision, except as provided
in a signed writing.


 


K.            Headings.  All headings used in this Agreement are for
convenience of reference only.  They
will not limit or extend the meaning of any provision of this Agreement, and
will not be relevant in interpreting any provision of this Agreement.


 


IN WITNESS WHEREOF, LICENSOR and LICENSEE
have caused this instrument to be executed in duplicate by their duly
authorized representatives as of the date first written above.


 


 


	
  GE CAPITAL
  REGISTRY, INC.

  	
  GENWORTH
  FINANCIAL, INC.

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name: 

  	
   

  	
   

  	
  Name: 

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
												



 


25

















 


EXHIBIT A


 


LICENSED MARKS


 





 


1.


 


2. 
“GE”, both unstylized and stylized, subject to the standards and
guidelines pursuant to Paragraph IV.B.


 


3. 
“Built on GE Heritage”


 


The parties agree that during the TERM,
LICENSEE’S right to use “Built on GE Heritage” shall be exclusive, even as to
LICENSOR, provided that such exclusivity shall apply only to all of the words
“Built on GE Heritage” used in that order. 
For the avoidance of doubt, GE may use “GE Heritage” alone or in
combination with other words and phrases.


 


26

















 


EXHIBIT B


 


STANDARDS AND
GUIDELINES 


 


(INSERT GENWORTHLOGO GRAPHIC)


 

















 


INTERIM IDENTITY


 


SYSTEM STANDARDS


 


TRANSITIONAL GE ELEMENTS


 


 


Version 1.1


 


 


April 1, 2004


 


27

















 


	
   

  	
   

  	
  TABLE OR CONTENTS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Introduction

  
	
   

  	
   

  	
  Intellectual Property Arrangement

  
	
   

  	
   

  	
  Introducing The Genworth Financial Brand

  
	
   

  	
   

  	
  Use Of Brand By Third Parties (Authorized
  Distributors)

  
	
   

  	
   

  	
  GE trademark disclosures.

  
	
   

  	
   

  	
  Transitional Elements

  
	
   

  	
   

  	
  Usage Examples

  
	
   

  	
   

  	
  Position Relationship

  
	
   

  	
   

  	
  Size Relationship

  
	
   

  	
   

  	
  Position Detail

  
	
   

  	
   

  	
  GE Monogram

  
	
   

  	
   

  	
  Clear Area

  
	
   

  	
   

  	
  Variations

  
	
   

  	
   

  	
  Background Control: Color

  
	
   

  	
   

  	
  Background Control: Color

  
	
   

  	
   

  	
  Background Control: Photography

  
	
   

  	
   

  	
  Genworth Color Palette

  



 


	
  GENWORTH FINANCIAL INTERIM IDENTITY SYSTEM
  STANDARDS, TRANSITIONAL GE ELEMENTS

  	
   

  	
  VERSION 1.0 - MARCH 29, 2004

  
	
  © 2004 GENWORTH FINANCIAL, INC. ALL RIGHTS RESERVED.

  	
   

  	
   

  



 

















 


INTRODUCTION


 


INTELLECTUAL
PROPERTY ARRANGEMENT


 


Genworth Financial
has entered into a trademark agreement with GE, called the Transitional
Trademark License Agreement. 


 


Transitional
Trademark License Agreement


 


GE has granted us a limited, non-exclusive, royalty-free,
non-transferable license (with no right to sublicense) to use the “GE” mark and
monogram for up to five years in connection with our products and services and
in the general promotion of our business.


 


GE also grants us the right to use “GE”,
“General Electric” or “GE Capital” in the corporate names of our subsidiaries
for a limited time.


 


GE retains the right to terminate the
Transitional Trademark License Agreement in the event we materially breach its
provisions. This means that we must follow the guidelines in this document
precisely.


 


We have agreed not to use the “GE” mark and monogram in the
underwriting or marketing of primary life insurance in the U.K. (other than
credit life insurance underwriting) or asset management services or products
(other than asset management services or products sold on behalf of GE or
otherwise currently being marketed or offered by us).


 


All Genworth Financial materials bearing any GE marks or names need to
also comply with GE’s Interim Identity Guidelines applicable to licensees of
the GE marks (the “GE Guidelines”) located at www.ge.com/identity and attached
in Appendix 1.  The standards and
guidelines in the Genworth Interim Identity System Standards and subsequent
revisions (the “Genworth Guidelines”) are exceptions to the GE Guidelines.  In the event of a conflict between the
Genworth Guidelines and the GE Guidelines, the Genworth Guidelines will prevail.


 


Contact the Genworth
Financial Headquarters Legal Department for more in formation regarding the
specific terms and conditions contained in the GE trademark agreement or for
other trademark questions.


 


1

















 


INTRODUCTION


 


INTRODUCING THE GENWORTH FINANCIAL BRAND


 


Limited Time


 


We will only have the right to use the GE brand name and logo for a
limited period of time. Our corporate name will be “Genworth Financial, Inc.,”
although we and our subsidiaries may use the GE brand name and logo in
marketing our products and services for a limited time. We have the right to
use the “GE” mark and the “GE” monogram for up to five years in connection with
our products and services.


 


GE also will grant us the right to use “GE,”
“General Electric” and “GE Capital” in the corporate names of our subsidiaries
for a limited time. When that time expires, we will operate under our new
brand.


 


Branding Genworth


 


This all means that branding will be an important aspect of our total
marketing program. We currently use the GE brand name and logo in nearly all
our marketing and distribution activities. Many of our insurance subsidiaries
incorporate “GE,” “General Electric” or “GE Capital” in their corporate names.
Our branding strategy is to establish our new Genworth Financial brand
expeditiously while we continue to use the GE brand name and logo with
customers.


 


We are planning a phased brand rollout. Our
first phase will emphasize the relationship between Genworth Financial and the
GE brand with continued references to GE and the GE brand in selective
marketing materials. Within 12 months of the completion of this offering, we
intend to re-brand most standard communications materials with the Genworth
Financial logo, name and corporate identity, including the references to GE.


 


Therefore, careful attention to this document
is necessary. Follow these guidelines strictly to help us establish the
Genworth Financial brand.


 


2

















 


INTRODUCTION


 


USE
OF BRAND BY THIRD PARTIES (AUTHORIZED DISTRIBUTORS)


 


The Genworth
Financial Identity Program Standards and Guidelines apply to all individuals
and sales organizations that have been authorized by Genworth Financial, Inc.
or one of its subsidiaries to sell or provide products and services made
available by the Genworth Financial family of companies (“Authorized
Distributor”), including licensed and appointed:


 


•       Insurance
Agents


•       Insurance
Agencies


•       GeneralAgents


•       Managing
General Agents


•       Brokerage
General Agents


 


The Genworth
Financial Identity


 


The Company’s name and trademarks and their graphic presentation are
valuable corporate assets. A key to protecting and enhancing the value of the
Genworth Financial trademarks lies in their correct and consistent use by
everyone in all applications. By working together to follow a common set of
standards we can all achieve a maximum and compliant impact from the Genworth
Financial identity.


 


Genworth Financial Authorized Distributors
are an important part of Genworth Financial’s business efforts. Even though
Authorized Distributors are not employees of the Genworth Financial
organization, they sell our products and services and represent Genworth
Financial to customers.


 


It is therefore imperative that Authorized
Distributors understand the proper use of the Genworth Financial trademarks and
where applicable select trademarks of the General Electric Company that are
available for use. These guidelines explain the use of the Genworth Financial
trademarks. There are also specific standards related to use of GE trademarks
that must be strictly followed.


 


Please consult other sections of the
Standards and Guidelines for specific technical information on graphic system
for marketing applications.


 


3

















 


INTRODUCTION


 


USE
OF BRAND BY THIRD PARTIES


 


Scope


 


Products and services available from the Genworth Financial family of
companies are influenced by a wide variety of regulations and standards. Our
view of “Advertising” and “Marketing” materials is to take a broad approach
similar to that used by the National Association of Insurance Commissioners.
Using this approach means that in scope materials include but are not limited
to the following examples:


 


	
  Agent/Recruitment Ads

  
	
  Audio/Visual Materials

  
	
  Banner Ads

  
	
  Billboards

  
	
  Booklets

  
	
  Brochures

  
	
  Business Cards

  
	
  Cassettes/CD’s

  
	
  Circulars

  
	
  Computer Presentations

  
	
  Descriptive Literature

  
	
  Direct Mail

  
	
  Display Booths

  
	
  e-mails (Sales)

  
	
  Fax Fliers/Blast Faxes

  
	
  Form Letters

  
	
  Illustrations

  
	
  Internet Advertising

  
	
  Lead Generation Devices

  
	
  Magazine Ads

  
	
  Magazine Articles

  
	
  Mail Stuffers

  
	
  Newsletters

  
	
  Newspaper Ads

  
	
  Newspaper Columns

  
	
  Pamphlets/Leaflets

  
	
  Posters

  
	
  Performance Reports

  
	
  Prepared Sales Talks

  
	
  Presentation Materials

  
	
  Press Releases

  
	
  Publications

  
	
  Radio/TV

  
	
  Recorded Telephone

  
	
  Messages (Sales)

  
	
  Reprints/Excerpts

  
	
  Sales Scripts

  
	
  Seminar Materials

  
	
  Statement Inserts

  
	
  Statement Messages

  
	
  Telemarketing Scripts

  
	
  Telephone Directory

  
	
  Listings and Ads

  
	
  Training Materials

  



 


4

















 


INTRODUCTION


 


USE OF BRAND
BY THIRD PARTIES


 


General Rules


 


Creators and reviewers of advertising and marketing materials are
expected to develop and review materials in accordance with these Standards and
Guidelines.


 


Genworth Financial companies offer a wide
range of products and services. Some products and services are easier to
explain than others. It is our objective to clearly explain terms and
conditions, benefits and limitations, and costs and expenses.


 


Our communications should be based upon
principles of honesty, clarity, and providing a sound basis for evaluating the
facts regarding the product and services described.


 


Material facts should be disclosed to prevent
misstatements or omissions that might cause the material to be misleading.


 


Claims made about products and services
should be accurate and realistic. Exaggerated, unwarranted, overly simplistic,
and unclear statements or claims are prohibited.


 


Materials should not imply a cost savings
unless it is true.


 


Materials should disclose if the premiums or
fees to be paid or the benefits or services provided will increase or decrease
with age, duration or other factors related to the product or purchaser.


 


Materials should be clear, truthful, balanced
and created in sufficient simplicity so that the intended audience will
understand them. This includes both information provided and consideration of
what information in not included.


 


Materials must include necessary disclosures
in a manner to avoid creating a misimpression.


 


NOTICE – Failure to comply with the
submission and review requirements may result in termination of your ability to
use either the Genworth Financial or GE trademarks.


 


Specific Rules


 


ALL materials in any format (print,
electronic, etc.) that use the Genworth Financial name or trademarks MUST be
submitted to the company in advance for review and cannot be used without
written approval from the Company


 


ALL materials in any format (print,
electronic, etc.) that use “GE” or the GE Monogram, MUST be submitted to
Genworth Financial in advance for review and cannot be used without written
approval from Genworth Financial.


 


Consult your key Genworth Financial business
contact (Relationship Manager, etc.) if you have questions on how to submit
materials for review or the approval process.


 


Materials submitted for review should be in
“final form”. This means text, development work, artwork, etc. has been
completed and the material is in a close to finished form as possible. The
party submitting the materials should make sure that there are no spelling
errors and that the material is professional. Included with the materials
should be a description of the material, its manner of use, intended audience
and anticipated time period for use. (Example: Newspaper advertisement,
Richmond Times Dispatch July 4, 2004).


 


Review of materials takes time. It is highly
recommended that you contact your Genworth Financial representative, or the
Genworth Financial Compliance Department for the specific business you
represent, well in advance of any anticipated use date.


 


Materials must contain an appropriate
disclosure reflecting the relationship between the GE and Genworth brands.


 


Please refer
to the Trademark Disclosure section on the following page for further
instructions regarding disclosures.


 


5

















 


 INTRODUCTION


 


TRADEMARK DISCLOSURES


 


Our license requires us to use trademark disclosures when we use GE
marks. These guide­lines will spell out (1) when disclosures must be used and
(2) the specific language to use.


 


When considering when to use disclosures,
consider the anticipated shelf life of the piece and the cost of changing the
disclosure. It may make sense to build a disclosure into a piece as it is
developed rather than to wait until changes must be made to fulfill the terms
of our license.


 


Timing


 


Beginning on the Trigger Date all newly created materials and any
existing materials that are modified for any other reason need to include a
trademark disclosure.  All other
materials must include a trademark disclosure within six months after GE’s
ownership of Genworth stock falls to 20% or less, UNLESS the material relates
to an entity for which regulatory approval of the entity’s name change requires
longer than such six month period to complete, in which case the time period
shall then be the period required to obtain regulatory approval but not exceed
12 months from the 20% date.


 


Trademark Disclosure
Language


 


The standard Trademark Disclosure is:


 


GE and the GE
monogram are trademarks of the General Electric Company and are used with
permission.


 


If you have a question related to trademark disclosure contact Genworth
Financial HQ Legal Department.


 


6

















 


TRANSITIONAL
ELEMENTS


 


There are two elements that will help us establish the Genworth
Financial brand and its relationship to GE. The first is our Heritage Line,
which ties us verbally to GE. The second is the GE monogram, which links us to
GE visually.


 


HERITAGE LINE


 


Built on GE Heritage


 


GE MONOGRAM


 


(INSERT GELOGO
GRAPHIC)


 


7

















 


TRANSITIONAL ELEMENTS


 


The Heritage Line appears in a lockup with the other elements in our
signature. This lockup has a fixed relationship. Only approved artwork should
be used.


 


GENWORTH SIGNATURE WITH HERITAGE LINE


 


(INSERT GENWORTHLOGO GRAPHIC)        Compass symbol


 




	
  Genworth

  	
   

  	
   

  	
  Wordmark

  
	
   

  	
   

  	
   

  	
   

  
	
  Financial

  	
   

  	
   

  	
  Descriptor

  
	
   

  	
   

  	
   

  	
   

  
	
  Built on GE Heritage

  	
   

  	
   

  	
  Heritage line

  






 


8

















 


The minimum size of the Genworth signature with Heritage Line is shown
here. This size should accommodate most applications, but whatever the
reproduction technique, be sure our signature is never smaller than what can be
clearly executed. Applications such as the Web, signage or merchandise may
require larger sizes.


 


GENWORTH SIGNATURE WITH HERITAGE LINE, MINIMUM SIZE


 


(INSERT GENWORTHLOGO GRAPHIC)


 


1
1/4”


 


9

















 


USAGE EXAMPLES


 


GENWORTH SIGNATURE WITH HERITAGE LINE AND GE
MONOGRAM


 


(INSERT GELOGO PICTURE)


 


10

















 


POSITION
RELATIONSHIP


 


GENWORTH SIGNATURE WITH HERITAGE LINE TO GE
MONOGRAM


 


	
  (INSERT GENWORTHLOGO GRAPHIC)

  
	
   

  
	
  UPPER LEFT

  
	
   

  
	
  (INSERT GELOGO
  GRAPHIC)

  
	
   

  
	
  LOWER RIGHT

  



 


11

















 


UNACCEPTABLE RELATIONSHIPS


 


 


(INSERT
GE/GENWORTHLOGO GRAPHIC)


 


(INSERT
GE/GENWORTHLOGO GRAPHIC)


 


(INSERT
GE/GENWORTHLOGO GRAPHIC)


 


(INSERT
GE/GENWORTHLOGO GRAPHIC)


 


(INSERT GE/GENWORTHLOGO
GRAPHIC)


 


(INSERT
GE/GENWORTHLOGO GRAPHIC)


 


(INSERT
GE/GENWORTHLOGO GRAPHIC)


 


(INSERT
GE/GENWORTHLOGO GRAPHIC)


 


12

















 


SIZE RELATIONSHIP


 


GENWORTH SYMBOL TO GE MONOGRAM


 


The size of both the Genworth signature and GE monogram will very
depending on the size of the application, but for a magority of print based
marketing applications, the Signature will measure 1 1/2’ — 3” wide. This will
make the relative size of the GE monogram roughly 5/16” - 5/8” in diameter


 


(INSERT GENWORTHLOGO
GRAPHIC)


 


2”


 


 


(INSERT GELOGO GRAPHIC)       


 


 


(INSERT
GE/GENWORTHLOGO GRAPHIC)


 


13

















 


POSITION DETAIL


 


GE MONOGRAM


 


(INSERT GE/GENWORTHLOGO GRAPHIC)


 


14

















 


GE MONOGRAM


 


CLEAR AREA


 


Clear area is the area surrounding the GE monogram that must be kept
free of other graphic elements and type, maintain clear definition with
backgrounds and kept away from the edge of touchpoint it is applied to. The
minimum required clear space is defined below.


 


MINIMUM REQUIRED CLEAR AREA


 


(INSERT GELOGO GRAPHIC)


 


15

















 


GE MONOGRAM


 


VARIATIONS


The preferred GE monogram - half-tone or gradient version – should be
used whenever possible. The alternate versions — one-color positive and
one-color reverse - should only be used where clear reproduction of the
preferred version may be a problem, such as employee premiums and merchandise
or in applications that are restricted in color.


 


PREFERRED


 


(INSERT GELOGO GRAPHIC)


 


(file name: ge_prf.eps)


 


ALTERNATE


 


(INSERT GELOGO GRAPHIC)


 


	
  One color positive

  	
   

  	
  One color reverse

  
	
   

  	
   

  	
   

  
	
  (file name: ge_alt_1c_pos.eps)

  	
   

  	
  (file name:
  ge  alt  1c  rev.eps)

  



 


16

















 


GE MONOGRAM


 


BACKGROUND CONTROL: COLOR


 


The GE monogram can used on any of the colors in the Genworth color
palette. The preferred GE monogram should always be used, except when
applications are reproduced in one-color other then black.


 


PREFERRED


 


(INSERT GELOGO GRAPHIC)


 


17

















 


GE MONOGRAM


 


BACKGROUND
CONTROL: COLOR


 


The alternate GE monograms can be used in
colors other then black, only when the application is produced in one-color.


 


ALTERNATE


 


(INSERT GELOGO
GRAPHIC)


 


18

















 


GE MONOGRAM


 


BACKGROUND CONTROL: PHOTOGRAPHY


 


Only the preferred monogram is allowed for use over photography. When
using the GE monogram over photography, it is extremely important to ensure
sufficient contrast and visibility of the GE monogram. You may find that
adjusting the position of a photograph or retouching the area where the
signature resides helps to achieve that goal.


 


19

















 


PREFERRED


 


(INSERT GELOGO GRAPHIC)


 


20

















 


GENWORTH COLOR
PALETTE


 


SIGNATURE


 


(INSERT COLOR CIRCLE
GRAPHIC)


 


Black      Genworth


 


Blue


 


PRIMARY


 


(INSERT COLOR CIRCLE
GRAPHIC)


 


	
  Genworth

  	
   

  	
  Genworth

  	
   

  	
  Genworth

  	
   

  	
  Genworth

  	
   

  	
  Genworth

  	
   

  	
  Genworth

  	
   

  	
  Genworth

  	
   

  	
  Genworth

  	
   

  	
  Genworth

  
	
  Green

  	
   

  	
  Dark Blue

  	
   

  	
  Dark Red ,

  	
   

  	
  Teal

  	
   

  	
  Purple

  	
   

  	
  Rust

  	
   

  	
  Lime

  	
   

  	
  Gray

  	
   

  	
  Brown

  



 


SECONDARY


 


(INSERT COLOR CIRCLE
GRAPHIC)


 


	
  Genworth

  	
   

  	
  Genworth

  	
   

  	
  Genworth

  	
   

  	
  Genworth

  	
   

  	
  Genworth

  	
   

  	
  Genworth

  	
   

  	
  Genworth

  	
   

  	
  Genworth

  	
   

  	
  Genworth

  
	
  Light Green

  	
   

  	
  Light Blue

  	
   

  	
  Light Red

  	
   

  	
  Light Teal

  	
   

  	
  Light Purple

  	
   

  	
  Light Rust

  	
   

  	
  Light Lime

  	
   

  	
  Light Gray

  	
   

  	
  Light Brown

  



 


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EXHIBIT
C


 


SEARCH TERMS
AND KEY WORDS


 


All terms and phrases containing the GE Marks
either alone or in combination with other words or phrases, including, without
limitation, the following:


 


	
  ge interest plus

  
	
  ge long term care

  
	
  general
  electric long term care

  
	
  ge credit
  cards

  
	
  ge dental
  plan

  
	
  general
  electric dental plan

  
	
  ge auto club

  
	
  ge direct
  stock investing

  
	
  ge health
  care finance service

  
	
  ge health
  care finance services

  
	
  ge health
  care finance solution

  
	
  ge health
  care finance solutions

  
	
  ge health
  insurance

  
	
  ge
  healthcare finance service

  
	
  ge
  healthcare finance services

  
	
  ge healthcare
  finance solution

  
	
  ge
  healthcare finance solutions

  
	
  ge
  healthcare financial service

  
	
  ge
  healthcare financial services

  
	
  ge
  healthcare financial solution

  
	
  ge
  healthcare financial solutions

  
	
  ge heatlh
  care financial service

  
	
  ge heatlh
  care financial services

  
	
  ge heatlh
  care financial solution

  
	
  ge heatlh
  care financial solutions

  
	
  ge home
  insurance

  
	
  ge home
  mortgages

  
	
  ge immediate
  annuities

  
	
  ge mutual
  funds

  
	
  ge
  protection plans

  
	
  ge short
  term investing

  
	
  ge short
  term investment

  
	
  ge short
  term investments

  
	
  ge stock
  investing

  
	
  ge term life
  insurance

  
	
  general
  electric auto club

  
	
  general
  electric credit cards

  
	
  general
  electric direct stock investing

  



 


22

















 


	
  general
  electric health insurance

  
	
  general
  electric home insurance

  
	
  general
  electric home mortgages

  
	
  general
  electric immediate annuities

  
	
  general
  electric mutual funds

  
	
  general
  electric protection plans

  
	
  general
  electric short term investing

  
	
  general
  electric short term investment

  
	
  general
  electric short term investments

  
	
  general
  electric stock investing

  
	
  general
  electric term life insurance

  



 


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EXHIBIT D


 


TRANSITION
PROVISIONS


 


Within two (2) months after the
first day of, as the case may be, the transition period set forth in Paragraph
VI.E. or the TRANSITION PERIOD, LICENSEE shall prepare and deliver to LICENSOR
a reasonable plan (the “Plan”) outlining the actions LICENSEE shall take
to cease using, as the case may be, the GE MARKS or the LICENSED MARKS.  The Plan shall include, without limitation,
an expected timeline for taking such actions and a list of all necessary third
party and regulatory approvals.  Such
Plan shall be mutually agreed upon by LICENSOR and LICENSEE.  LICENSOR and LICENSEE shall in good faith
reach mutual agreement on the Plan within thirty (30) days after LICENSEE’S
delivery of the Plan to LICENSOR.  In
the event that LICENSOR does not provide LICENSEE with a substantive response
on the Plan within thirty (30) days after LICENSEE’S delivery of the Plan to
LICENSOR, the Plan shall be deemed mutually agreed upon.  LICENSEE shall comply with the agreed-upon
Plan.  If LICENSEE does not comply with
its material obligations under the Plan, then LICENSEE will be in breach of
Paragraph VI.E. or Paragraph VII.F.4. of this Agreement, and LICENSOR shall
have the right to terminate this Agreement pursuant to Paragraph VI.J. or
Paragraph VII.C., respectively.


 


From the time that the Plan is
mutually agreed upon through the end of the transition period set forth in
Paragraph VI.E or the TRANSITION PERIOD or successful conclusion of the Plan,
whichever comes first, LICENSEE shall provide LICENSOR with written reports
each ninety (90) days.  Such reports
shall summarize the status of LICENSEE’S actions under the Plan, including,
without limitation, all approvals sought and received.  LICENSEE shall provide any and all
additional information as LICENSOR may reasonably request relating to such Plan
and LICENSEE’S implementation thereof.


 


LICENSEE shall comply with all
applicable terms and conditions set forth in the Agreement during, as the case
may be, such transition period set forth in Paragraph VI.E. or such TRANSITION
PERIOD.


 


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EXHIBIT E


 


ARTICLE VI DISPUTE RESOLUTION


 


1.1           General Provisions.


 


(a)           Any dispute, controversy or claim
arising out of or relating to Article VI of this Agreement, or the validity,
interpretation, breach or termination thereof (an “Article VI Dispute”), shall
be resolved in accordance with the procedures set forth in this Exhibit E,
which shall be the sole and exclusive procedures for the resolution of any such
Article VI Dispute unless otherwise specified below.  The parties expressly agree that dispute resolution procedures in
this Exhibit E govern Article VI Disputes and supersede dispute resolution
provisions contained in any other Transaction Documents, including but not
limited to the Master Agreement, for Article VI Disputes.


 


(b)           Commencing with an Article VI Initial
Notice contemplated by Section 1.2 of this Exhibit E, all communications
between the parties or their representatives in connection with the attempted
resolution of any Article VI Dispute, including any mediator’s evaluation
referred to in Section 1.3 of this
Exhibit E, shall be deemed to have been delivered in furtherance of an Article
VI Dispute settlement, shall be exempt from discovery and production, and shall
not be admissible in evidence for any reason (whether as an admission or
otherwise), in any arbitral or other proceeding for the resolution of the
Article VI Dispute


 


(c)           The parties expressly waive and
forego any right to (i) punitive, exemplary, statutorily-enhanced or similar
damages in excess of compensatory damages, and (ii) trial by jury.


 


(d)           The specific procedures set forth
below, including but not limited to the time limits referenced therein, may be
modified by agreement of the parties in writing.


 


(e)           All applicable statutes of
limitations and defenses based upon the passage of time shall be tolled while
the procedures specified in this Exhibit E are pending.  The parties will take such action, if any,
required to effectuate such tolling.


 


(f)            The parties hereto hereby
irrevocably submit to the exclusive jurisdiction of any federal or state court
located within the State of Delaware over any such Article VI Dispute and each
party hereby irrevocably agrees that all claims in respect of any such Article
VI Dispute or any suit, action or proceeding related thereto may be heard and
determined in such courts.  The parties
hereby irrevocably waive, to the fullest extent permitted by applicable Law,
any objection which they may now or hereafter have to the laying of venue of
any such Article VI Dispute brought in such courts or any defense of
inconvenient forum for the maintenance of such dispute.  Each of the parties hereto agrees that a
judgment in any such Article VI Dispute may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by Law.


 


25

















 


(g)           Each party will bear its own
attorney’s fees and costs incurred in connection with the resolution of any
Article VI Dispute.


 


1.2           Consideration by Senior Executives.  If an Article VI Dispute is not resolved in
the normal course of business at the operational level, the parties shall
attempt in good faith to resolve such Article VI Dispute by negotiation between
executives who hold, at a minimum, the office of President and CEO of the
respective business entities involved in such Article VI Dispute.  Either party may initiate the executive
negotiation process by providing a written notice to the other (the “Article VI
Initial Notice”).  Ten (10) days after
delivery of the Article VI Initial Notice, the receiving party shall submit to
the other a written response (the “Article VI Response”).  The Article VI Initial Notice and the
Article VI Response shall include (i) a statement of the Article VI Dispute and
of each party’s position, and (ii) the name and title of the executive who will
represent that party and of any other person who will accompany the
executive.  Such executives will meet in
person or by telephone within twenty (20) days of the date of the Article VI
Initial Notice to seek a resolution of the Article VI Dispute.


 


1.3           Mediation.  If an Article VI Dispute is not resolved by
negotiation as provided in Section 1.2 within thirty (30) days from the
delivery of the Article VI Initial Notice, then either party may submit the
Article VI Dispute for resolution by mediation pursuant to the CPR Institute
for Dispute Resolution Model Mediation Procedure as then in effect.  The parties will select a mediator from the
CPR Panels of Distinguished Neutrals. 
Either party at commencement of the mediation may ask the mediator to
provide an evaluation of the Article VI Dispute and the parties’ relative
positions.  The parties agree to resolve
such mediation within thirty (30) days of the selection of a mediator.


 


1.4           Arbitration.  If an Article VI Dispute is not resolved by
mediation as provided in Section 1.3 within thirty (30) days of the selection
of a mediator (unless the mediator chooses to withdraw sooner), either party
may submit the Article VI Dispute to be finally resolved by arbitration
pursuant to the CPR Rules for Non-Administered Arbitration as then in effect,
but amended as follows:  (i) after an
Article VI Dispute has arisen but has not been resolved by negotiation or
mediation according to the time frames set forth in Sections 1.2 and 1.3, a
party (the “Claimant”) seeking to initiate arbitration shall send a Notice of
Arbitration to the other party (the “Respondent”) as soon as practicable; (ii)
the Respondent shall deliver to the Claimant a notice of defense within five
(5) business days of its receipt of the Notice of Arbitration; (iii) if a
counterclaim is asserted in the Notice of Defense, the Claimant shall deliver
to the Respondent a reply to counterclaim within five (5) business days of its
receipt of the Notice of Defense; (iv) there shall be one (1) arbitrator, who shall
be a member of the CPR Panels of Distinguished Neutrals and shall be appointed
by agreement of the parties, using their best, good faith efforts, within five
(5) days after the Notice of Defense is received by the Claimant, or, if no
agreement is reached, by the CPR upon written request of either party; and (v)
no discovery will be allowed.  The parties
agree to resolve such arbitration within thirty (30) days of the date that the
Claimant sends the Notice of Arbitration to the Respondent.  Such arbitration proceeding shall take place
in New York, New York unless the parties mutually agree to another
location.  The parties agree that no
appeal shall lie from the arbitration award, that they will not challenge the
arbitration award for any reason in any court, and that the arbitration award
shall have the force and effect of a judgment as if a court having jurisdiction
thereof has


 


26

















 


entered judgment on the award.  The arbitration shall be governed by the
Federal Arbitration Act, 9 U.S.C. §§ 1-16.


 


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