Exhibit
10.35


 


CONFIDENTIAL TREATMENT REQUESTED:
INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND
NOTED WITH “**”.  AN UNREDACTED VERSION
OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE
COMMISSION.


 


 


AMENDED
AND RESTATED


 


MASTER
OUTSOURCING AGREEMENT


 


 


by and
between


 


 


First
Colony Life Insurance Company


 


and


 


 


GE
Capital International Services


 


 


[Date]


 


 

















 


TABLE OF
CONTENTS


 


	
  1.0

  	
  Services.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Structure of the Agreement.

  	
   

  
	
   

  	
  1.2

  	
  Business Continuity and Disaster Recovery
  Services

  	
   

  
	
   

  	
  1.3

  	
  PROVIDER Responsibilities

  	
   

  
	
   

  	
  1.4

  	
  Service Locations; Security

  	
   

  
	
   

  	
  1.5

  	
  Support of CUSTOMER Divestitures

  	
   

  
	
   

  	
  1.6

  	
  PROVIDER Divestitures

  	
   

  
	
   

  	
  1.7

  	
  New Services

  	
   

  
	
   

  	
  1.8

  	
  Services Not to be Withheld; PROVIDER Relief

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.0

  	
  Charges.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Generally

  	
   

  
	
   

  	
  2.2

  	
  Discount Factor

  	
   

  
	
   

  	
  2.3

  	
  Adjustment of Charges

  	
   

  
	
   

  	
  2.4

  	
  Renewal Pricing

  	
   

  
	
   

  	
  2.5

  	
  Reduction in Work

  	
   

  
	
   

  	
  2.6

  	
  Currency

  	
   

  
	
   

  	
  2.7

  	
  Taxes

  	
   

  
	
   

  	
  2.8

  	
  Foreign Currency Hedging

  	
   

  
	
   

  	
  2.9

  	
  Continuous Improvement; Planning

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.0

  	
  Billing and Payment.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Invoices

  	
   

  
	
   

  	
  3.2

  	
  Payments

  	
   

  
	
   

  	
  3.3

  	
  Reimbursements

  	
   

  
	
   

  	
  3.4

  	
  Method of Payment

  	
   

  
	
   

  	
  3.5

  	
  Notice of Default

  	
   

  
	
   

  	
  3.6

  	
  PROVIDER Termination for Non-Payment.

  	
   

  
	
   

  	
  3.7

  	
  Past Due Amounts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.0

  	
  Performance Standards.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Generally

  	
   

  
	
   

  	
  4.2

  	
  Measurement and Reporting

  	
   

  
	
   

  	
  4.3

  	
  Compliance

  	
   

  
	
   

  	
  4.4

  	
  Additional Remedies

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.0

  	
  Record Keeping and Audits.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Generally

  	
   

  



 

















 


	
   

  	
  5.2

  	
  Reports and Certifications

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.0

  	
  CUSTOMER Commitments.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  System Access

  	
   

  
	
   

  	
  6.2

  	
  Data Integrity

  	
   

  
	
   

  	
  6.3

  	
  Training

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.0

  	
  Term.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  Initial Term

  	
   

  
	
   

  	
  7.2

  	
  Limitation on Termination of MOAs; Renewal

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.0

  	
  Termination.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Termination for Cause by CUSTOMER

  	
   

  
	
   

  	
  8.2

  	
  Termination by PROVIDER.

  	
   

  
	
   

  	
  8.3

  	
  Termination for Convenience.

  	
   

  
	
   

  	
  8.4

  	
  Termination Right Related to Damages Cap.

  	
   

  
	
   

  	
  8.5

  	
  Termination Right Relating to Change of
  Control of CUSTOMER

  	
   

  
	
   

  	
  8.6

  	
  Continued Performance

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.0

  	
  Obligations on Expiration and Termination.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
  Services Transfer Assistance.

  	
   

  
	
   

  	
  9.2

  	
  Carve-Out Option

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.0

  	
  Assignment and Subcontracting.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
  PROVIDER Assignment

  	
   

  
	
   

  	
  10.2

  	
  Subcontracting

  	
   

  
	
   

  	
  10.3

  	
  CUSTOMER Assignment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11.0

  	
  Confidentiality.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.1

  	
  Obligations of PROVIDER

  	
   

  
	
   

  	
  11.2

  	
  Obligations of CUSTOMER

  	
   

  
	
   

  	
  11.3

  	
  Required Disclosures

  	
   

  
	
   

  	
  11.4

  	
  HIPAA Addendum

  	
   

  
	
   

  	
  11.5

  	
  Data Ownership

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12.0

  	
  Indemnities.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.1

  	
  Indemnity by PROVIDER

  	
   

  
	
   

  	
  12.2

  	
  Indemnity by CUSTOMER

  	
   

  
	
   

  	
  12.3

  	
  Indemnification Obligations Net of
  Insurance Proceeds and Other Amounts, On an After-Tax Basis.

  	
   

  



 


ii

















 


	
   

  	
  12.4

  	
  Procedures for Indemnification of Third
  Party Claims.

  	
   

  
	
   

  	
  12.5

  	
  Additional Matters.

  	
   

  
	
   

  	
  12.6

  	
  Remedies Cumulative; Limitations.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  13.0

  	
  Limitation of Liability.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.1

  	
  No System Liability

  	
   

  
	
   

  	
  13.2

  	
  Liability for Simple Breach

  	
   

  
	
   

  	
  13.3

  	
  Liability for Excluded Matters

  	
   

  
	
   

  	
  13.4

  	
  No Liability for Acts in Accordance with
  Instructions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  14.0

  	
  PROVIDER Employees.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  14.1

  	
  Responsibility for PROVIDER Employees

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  15.0

  	
  Representations, Warranties and Covenants.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.1

  	
  PROVIDER Representations

  	
   

  
	
   

  	
  15.2

  	
  CUSTOMER Representations

  	
   

  
	
   

  	
  15.3

  	
  Approvals and Consents

  	
   

  
	
   

  	
  15.4

  	
  Cooperation.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  16.0

  	
  Notices.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  17.0

  	
  Intellectual Property.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  18.0

  	
  Non-Compete.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  18.1

  	
  Limitations on Provision of Services

  	
   

  
	
   

  	
  18.2

  	
  Volume Reduction Date

  	
   

  
	
   

  	
  18.3

  	
  Equitable Relief

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  19.0

  	
  Change Control Procedure.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  20.0

  	
  Governance.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20.1

  	
  PROVIDER Account Executive.

  	
   

  
	
   

  	
  20.2

  	
  CUSTOMER Account Executive.

  	
   

  
	
   

  	
  20.3

  	
  Key Employees of PROVIDER

  	
   

  
	
   

  	
  20.4

  	
  Meetings.

  	
   

  
	
   

  	
  20.5

  	
  Operational Dispute Resolution

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  21.0

  	
  Miscellaneous.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  21.1

  	
  Force Majeure

  	
   

  
	
   

  	
  21.2

  	
  Independent Contractors

  	
   

  
	
   

  	
  21.3

  	
  Failure to Object Not a Waiver

  	
   

  



 


iii

















 


	
   

  	
  21.4

  	
  Governing Law

  	
   

  
	
   

  	
  21.5

  	
  No Third-Party Beneficiaries

  	
   

  
	
   

  	
  21.6

  	
  Public Announcements

  	
   

  
	
   

  	
  21.7

  	
  Entire Agreement

  	
   

  
	
   

  	
  21.8

  	
  Amendment

  	
   

  
	
   

  	
  21.9

  	
  Rules of Construction

  	
   

  
	
   

  	
  21.10

  	
  Severability

  	
   

  
	
   

  	
  21.11

  	
  Remedies Not Exclusive

  	
   

  
	
   

  	
  21.12

  	
  Dispute Resolution

  	
   

  
	
   

  	
  21.13

  	
  Language

  	
   

  
	
   

  	
  21.14

  	
  Survival

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  22.0

  	
  Attachments.

  	
   

  



 


 


	
   

  	
  Exhibit A

  	
  Definitions

  	
   

  
	
   

  	
  Exhibit
  B

  	
  Local
  Modifications to Master Agreement

  	
   

  
	
   

  	
  Exhibit
  C 

  	
  Form
  of PSA

  	
   

  
	
   

  	
  Exhibit
  D

  	
  BCP/DRP
  Plans

  	
   

  
	
   

  	
  Exhibit
  E

  	
  Security
  Procedures

  	
   

  
	
   

  	
  Exhibit
  F

  	
  Pricing
  Template

  	
   

  
	
   

  	
  Exhibit
  G

  	
  Dispute
  Resolution

  	
   

  
	
   

  	
  Exhibit
  H

  	
  Carve-Out
  Option

  	
   

  
	
   

  	
  Exhibit
  I

  	
  Intellectual
  Property

  	
   

  
	
   

  	
  Exhibit
  J

  	
  Business
  Associate Addendum

  	
   

  
	
   

  	
  Exhibit
  K

  	
  Change
  Control Procedure

  	
   

  
	
   

  	
  Exhibit
  L

  	
  PSAs
  and Base Costs

  	
   

  



 


iv

















 


AMENDED
AND RESTATED

MASTER OUTSOURCING AGREEMENT


 


AMENDED AND RESTATED MASTER OUTSOURCING AGREEMENT
(“Agreement”) entered into as of the Execution Date, by and between First
Colony Life Insurance Company, a Virginia insurance company, with offices at 700
Main Street, Lynchburg, Virginia 24504  (“CUSTOMER”)
and GE Capital International Services, a corporation duly formed and existing
under the laws of India with a place of business at AIFGECIS Building, 1 Rafi
Marg, Delhi-110001 and Corporate office at 90A Sector 18, Gurgaon, Haryana
(“PROVIDER”).


 


RECITALS


 


WHEREAS, PROVIDER and CUSTOMER are parties to a Master
Outsourcing Services Agreement and one or more related Project Specific
Agreements which incorporate the terms of such Master Outsourcing Services
Agreement, as well as certain other services agreements (“PSAs”);


 


WHEREAS, CUSTOMER is a Subsidiary of Genworth
Financial, Inc., a Delaware corporation (“Genworth”);


 


WHEREAS, General Electric Company and General Electric
Capital Corporation have determined to consolidate the Genworth business,
including Genworth and certain of its Affiliates, into a separate corporate
structure with Genworth acting as the parent entity for the Genworth business,
and have further determined to divest a controlling interest in the stock of
Genworth (the “Separation”) and, as part of such divestiture, to conduct an
initial public offering of the common stock of Genworth (the “IPO”);


 


WHEREAS, in anticipation of the proposed Separation,
PROVIDER and CUSTOMER have determined that it is appropriate to amend and
restate such Master Outsourcing Services Agreement in the form of this Amended
and Restated Master Outsourcing Services Agreement;


 


WHEREAS, PROVIDER supplies business and financial and
related support services;


 


WHEREAS, CUSTOMER requires the
performance of Services, as defined in the related PSA(s);


 


WHEREAS, the parties contemplate
that PROVIDER will handle a variety of outsourcing projects and services for
CUSTOMER and the parties seek to define the basic terms applicable to
outsourcing projects between the parties; the parties intend to incorporate
these provisions by reference into the outstanding PSAs and PSAs that they
enter into for specific outsourcing projects hereafter;


 


WHEREAS, this Agreement is being
executed on, and shall take effect as of, the closing date of the IPO or, if
regulatory approval occurs on a later date, on and as of such later date (the
“Execution Date”); and


 

















 


WHEREAS, capitalized terms used
herein shall have the meanings given such terms in Exhibit A hereto.


 


NOW, THEREFORE, in consideration of the premises, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


W I T N E S S E T H


 


1.0           Services.


 


1.1           Structure
of the Agreement.


 


(a)           The
Services are governed by the terms of this Agreement as amended and/or
supplemented as set forth in Exhibit B, and the PSAs.  Each PSA executed after the Execution Date
shall be in the form attached as Exhibit C, unless otherwise agreed to
by the parties.


 


(b)           PROVIDER agrees to provide the Services under the
terms and conditions of this Agreement and as more specifically described in
the PSAs.


 


1.2           Business Continuity and Disaster
Recovery Services.  PROVIDER shall
provide the services set forth in the business continuity and disaster recovery
plans referred to in Exhibit D (collectively, the
“BCP/DRP Plans”).  The BCP/DRP
Plans shall address all operations identified by CUSTOMER as “Mission
Critical;” shall meet the substantive requirements specified by CUSTOMER and
shall be agreed upon by CUSTOMER and PROVIDER. 
Further, at no additional charge to CUSTOMER other than as provided in
Section 2 and the Pricing Template set forth in Exhibit F, PROVIDER will
(a) actively review and update the BCP/DRP Plans, (b) test the BCP/DRP Plans at
least annually, (c) permit CUSTOMER the opportunity to participate in such
testing, (d) give CUSTOMER access to the results and analysis of such testing,
and (e) correct deficiencies in the BCP/DRP Plans revealed by such
testing.  Failure to provide the
services described in such BCP/DRP Plans will constitute a material breach of
this Agreement, subject to cure as set forth in Section 8.1(f).


 


1.3           PROVIDER
Responsibilities.  Except as otherwise noted in this Agreement,
PROVIDER shall provide, at its expense, all materials, labor, equipment,
facilities and other items necessary to deliver the Services.  Subject to Section 6.3 herein, all employees
performing the Services shall be skilled in their trades and licensed, if
required, by all proper authorities.


 


1.4           Service
Locations; Security.  Except as provided in the BCP/DRP Plans,
without the prior written consent of CUSTOMER, PROVIDER shall not change or
move the original location for the performance by PROVIDER of the Services
required under this Agreement.  In
performing the Services, operating the Facilities used by it to provide the
Services and protecting CUSTOMER’s data, information and other property,
PROVIDER will comply with the security procedures set forth in Exhibit E of this Agreement.


 


2

















 


1.5           Support of CUSTOMER Divestitures.  If CUSTOMER divests any business operation
(other than pursuant to a transaction that would constitute a Change of
Control), PROVIDER will provide the Services to such operation if such operation
(i) used the Services prior to being divested, (ii) after being divested uses
either essentially the same services as before being divested, or CUSTOMER or
the acquiring entity compensates PROVIDER to modify its systems or processes
used to perform and provide the Services as necessary to accommodate the use of
the Services as reasonably requested by the acquiring entity, (iii) the
acquiror of such operation agrees to be subject to the provisions of this
Agreement and the PSAs, and (iv) CUSTOMER is not in payment default at the time
of the request, but, in that case, PROVIDER must provide the Services if paid
in advance.  At CUSTOMER’s option,
PROVIDER and such acquiror shall enter into a separate agreement and PSA(s)
providing for the provision of the Services, which agreements shall be on
substantially the same terms and conditions as are set forth in this Agreement
and the PSA(s), with such changes therein as the parties may agree upon.  PROVIDER shall charge for the continuing
performance and delivery of such Services based on the then-existing charging
methodologies and may charge CUSTOMER or the acquiring entity for the
reasonable implementation and set-up fees relating to the extension of the
Services to such entity approved in writing in advance.  PROVIDER and the acquiring entity will
negotiate in good faith for up to one hundred twenty (120) days following the
divestiture to agree upon alternative terms and conditions that will apply to
the provision of the Services to such entity by PROVIDER.  If they are unable to so agree, at the
request of the acquiring entity, PROVIDER shall be required to provide the
Services to such acquiring entity until the earlier of (i) the last day of the
twelfth (12th)  month following such 120-day negotiation
period and (ii) the termination date of this Agreement and related PSAs, provided,
that if such termination date is to occur later than twelve (12) months
following the end of such 120-day period and PROVIDER is requested to provide
such Services for less than twelve (12) months following the end of such
period, such acquiring entity or CUSTOMER shall bear all costs actually
incurred by PROVIDER as a result of such reduction in volume, provided, further,
that PROVIDER shall use commercially reasonable efforts to mitigate such
costs.  Such Services shall be provided
by PROVIDER regardless of whether the acquiring entity is a competitor of the
GE Group. PROVIDER shall provide Services Transfer Assistance as reasonably
requested by the acquiror, solely at the acquiror’s cost, for the period during
which PROVIDER is required to provide Services to such acquiror.


 


1.6           PROVIDER Divestitures.  If PROVIDER executes a definitive agreement
to divest any or part of any business operation relating to the Services
provided to CUSTOMER other than the CUSTOMER India operations operating on a
stand-alone basis (specifically, the operations responsible for providing core
services exclusively relating to long term care, life insurance, group
insurance, annuities, retirement plans and mortgage insurance to CUSTOMER, but
excluding, inter alia, accounting,
help desk, software solutions, e-learning and other knowledge-based operations,
collectively, the “Genworth Stand-Alone Operations”) (a “PROVIDER
Divestiture”), PROVIDER will provide no less than thirty (30) days’ prior
written notice of the expected closing date of the PROVIDER Divestiture to
CUSTOMER, which notice will include the identity of the acquiror and any
Affiliate which would provide Services to CUSTOMER and a description of the
material terms of the transaction applicable to the Services being transferred
to the acquiror.  PROVIDER will provide
CUSTOMER with such further


 


3

















 


information regarding the divestiture and the acquiror as CUSTOMER may
reasonably request.  CUSTOMER may take
no action with respect to the proposed PROVIDER Divestiture (in which case the
PROVIDER Divestiture may proceed without CUSTOMER’s consent) or, within thirty
(30) days of receipt of such notice from PROVIDER, CUSTOMER may at its option
(i) exercise the Carve-Out Option (as more fully described in Section 9.2
hereof) only with respect to the Carve-Out Resources relating to such Services
which are being or have been divested to the acquiring entity at a purchase
price equal to the lesser of book value or the value of the divested operations
relating to CUSTOMER implied by the consideration to be paid by the acquiror
and/or (ii) terminate the PSAs affected by the PROVIDER Divestiture and require
PROVIDER and/or the acquiror to provide Services Transfer Assistance for a
period not exceeding fourteen (14) months from the date of receipt of notice by
PROVIDER from CUSTOMER.  Notwithstanding
any other provision of this Agreement, PROVIDER shall be responsible for all
transition costs incurred by CUSTOMER relating to its exercise of the Carve-Out
Option or its termination of the PSAs and transition of the Services in-house
or to a new PROVIDER.  Any transfer of
the PSAs pursuant to this paragraph shall be subject to the receipt by CUSTOMER
of all necessary regulatory approvals. 
For the avoidance of doubt, any transfer by PROVIDER of the Genworth
Stand-Alone Operations shall be subject to the limitations described under Section
10.0 hereof.


 


1.7           New Services.  From time
to time, CUSTOMER may request that PROVIDER furnish additional services to
CUSTOMER that are not within the scope of the Services (“New Services”).  PROVIDER will discuss with CUSTOMER such
request and the ramifications of such additional services on the existing
Services, but will not be obligated to provide such additional services.  Such requests shall be addressed through the
Change Control Procedure described in Section 19.0 hereof.  CUSTOMER shall bear all costs agreed
in advance between the parties and incurred by PROVIDER on account of
transition or migration of New Services from CUSTOMER to PROVIDER.


 


1.8           Services Not to be Withheld;
PROVIDER Relief.  Except as provided
in Section 8.2 and 21.1 hereof (it being understood that Force Majeure
will not relieve PROVIDER of its responsibility to provide the Services set
forth in the BCP/DRP Plans), PROVIDER shall not voluntarily refuse to provide
all or any portion of the Services in violation or breach of the terms of the
Agreement or any related PSA.  PROVIDER
shall be relieved from its obligation to perform any Services and its
obligations to pay any service credit under a PSA to the extent it is unable to
perform any Services or to perform in accordance with any applicable
Performance Standard as a result of CUSTOMER’s failure to perform its
obligations under such PSA. 
Notwithstanding the dispute resolution provisions set forth in Section
21.12, if PROVIDER breaches this covenant, CUSTOMER shall be entitled to
apply to a court of competent jurisdiction for specific performance by PROVIDER
of its obligations under this Agreement and the related PSAs without the
necessity of posting any bond.


 


2.0           Charges.


 


2.1           Generally. 
Notwithstanding any provision related to fees and charges in a PSA to
the contrary, as consideration for the provision of the Services, CUSTOMER will
pay to PROVIDER the charges calculated as set forth in this Section 2.0
(the “Charges”).  The Charges


 


4

















 


in effect immediately prior to the Execution Date
shall be referred to as the “Baseline Charges”.  For existing PSAs, the Baseline Charges and the Charges for the
initial Contract Year (or part thereof) shall be as set forth on Exhibit
L.  For PSAs executed after the
Execution Date, the Baseline Charges shall be set forth in each such PSA.  The Charges shall be adjusted
annually to reflect changes in PROVIDER’s Base Costs and to reflect scheduled
discounts from the Baseline Charges pursuant to the following formula:


 


New Charges = Baseline Charges * Discount Factor *
Cost Factor


 


2.2           Discount Factor.  For the periods indicated, the “Discount Factor” shall mean and
be as follows:


 


	
  Period

  	
   

  	
  Discount Factor

  
	
  from the Execution Date through the first
  anniversary of the Trigger Date (as defined below)

  	
   

  	
  **

  
	
  from the first anniversary of the Trigger Date
  through the second anniversary of the Trigger Date

  	
   

  	
  **

  
	
  from the second anniversary of the Trigger Date
  through the third anniversary of the Trigger Date

  	
   

  	
  **

  



 


“Cost Factor” means and shall be calculated as
follows:


 


Y(n) Base Cost/Y(0) Base
Cost


 


where Y(n) Base Cost is determined pursuant to Section
2.3 for each Contract Year, Y(n-1) Base Cost is the Base Cost for the
preceding Contract Year and Y(0) Base Cost is the Base Cost for the initial Contract
Year, as set forth in Exhibit L.


 


2.3           Adjustment of Charges.  Prior to the commencement of each Contract
Year, the parties will negotiate in good faith to agree upon the elements of
Base Cost and the rates to be charged to CUSTOMER for such elements during such
year (excluding the cost of hedging foreign currency exchange risks, which
shall be charged to CUSTOMER on a pass-through basis as described in Section
2.8).  The parties will reflect
their agreement on such matters in a written document to be executed by each of
them and the Charges for the Services in such year shall not exceed the agreed
amounts.  Any amendment or addition to
such elements or rates must be approved by CUSTOMER in advance in writing.  If the parties are unable to agree upon such
matters, the Cost Factor for the applicable year shall be calculated using Base
Cost as determined by PROVIDER in accordance with the definition of Base Cost, provided,
that Base Cost for any Contract Year shall not exceed one hundred five percent
(105%) of Base Cost for the immediately preceding Contract Year.  If Base Cost relating to any PSA for any
Contract Year during the Initial Term exceeds one hundred five percent (105%)
of Base Cost for the immediately preceding Contract Year, CUSTOMER may terminate
that PSA upon at least six (6) months’ written notice to PROVIDER and shall not
be liable for any costs incurred by PROVIDER as a result of such termination.


 


5

















 


2.4           Renewal Pricing.  As described in Section 7.2, at least eighteen (18) months
prior to the expiration of the Initial Term, PROVIDER will propose in writing
to CUSTOMER revised methods for calculating Base Cost and Charges to CUSTOMER
under the Base Cost and Baseline Charges methodology described in this Section
2.0.  The applicable charges
proposed by PROVIDER for the first and second years of the renewal term shall
be determined as provided in this Section 2.4 and Exhibit F, but
shall reflect Discount Factors of ** and **, respectively, provided,
that such charges shall be at least as favorable to CUSTOMER as PROVIDER’s
charges for similar services provided to any other CUSTOMER of PROVIDER.  If the parties are unable to agree on
revised costs, CUSTOMER may elect to exercise the Carve-Out Option upon
expiration of this Agreement and the related PSAs, as described in Section
9.2.


 


2.5           Reduction in Work.  CUSTOMER shall provide PROVIDER with no less than nine (9)
months’ written notice in advance if the amount of Services consumed by the
Genworth Group under all of the outstanding MOAs will change in a manner that
will result in a reduction in the Dedicated FTEs necessary to provide the
Services to seventy-five percent (75%) or less of the Dedicated FTEs agreed
upon by the parties for the most recent Contract Year pursuant to Section
2.3, as adjusted pursuant to any notices previously given pursuant to this Section
2.5.  In such an event, PROVIDER
shall bear all costs relating to such reduction in volume to the extent stated
in such nine-(9) month notice.  If
CUSTOMER does not provide nine (9) months’ advance written notice of such a
reduction, CUSTOMER shall bear any facilities occupancy, technology and
telecommunications costs incurred by PROVIDER resulting from such reduction, provided,
that PROVIDER shall use commercially reasonable efforts to mitigate such costs.


 


2.6           Currency.  All currency references in this
Agreement are in the currency of the United States of America and all payments
shall be made in such currency.


 


2.7           Taxes.  The Charges for the
Services shall be inclusive of any sales, use, gross receipts or value added,
withholding, ad valorem and other taxes based on or measured by PROVIDER’s cost
in acquiring equipment, materials, supplies or services used by PROVIDER in
providing the Services.  Further, each
party shall bear sole responsibility for any real or personal property taxes on
any property it owns or leases, for franchises or similar taxes on its
business, for employment taxes on its employees, for intangible taxes on
property it owns or licenses and for taxes on its net income.  If a sales, use, privilege, value added,
excise, services and/or similar tax (“Tax”) is assessed with respect to
PROVIDER’S Charges to CUSTOMER for the provision of the Services, CUSTOMER
shall be responsible for and pay the amount of any such Tax to PROVIDER or as
applicable Law otherwise requires, in addition to the Charges.  CUSTOMER may report and (as appropriate) pay
any Taxes directly if CUSTOMER provides PROVIDER with a direct pay or exemption
certificate.  PROVIDER’s invoices shall
separately state the amounts of any Taxes PROVIDER is proposing to collect from
CUSTOMER.  PROVIDER shall promptly
notify CUSTOMER of any claim for Taxes asserted by any applicable taxing
authorities.  Notwithstanding the above,
CUSTOMER’s liability for such Taxes is conditioned upon PROVIDER providing
CUSTOMER notification within twenty (20) business days of receiving any
proposed assessment of any additional Taxes, interest or penalty due by
PROVIDER.  PROVIDER shall coordinate
with CUSTOMER the response to and settlement of, any such assessment.  CUSTOMER shall be entitled to receive and to
retain any refund of Taxes paid to PROVIDER pursuant to this Agreement.


 


6

















 


2.8           Foreign Currency Hedging.  PROVIDER shall bear all costs associated
with the purchase, exchange or translation of currencies as necessary in
connection with the performance of the Services.  If PROVIDER elects to enter into hedging transactions with third
parties relating to such risks, CUSTOMER will reimburse PROVIDER for the
reasonable costs (without mark-up by PROVIDER) of such hedging transactions, provided,
however, that CUSTOMER approves of the hedging strategy and the hedging
contracts related to such transactions in writing as part of the annual budget
process, as further described in Section 20.4.


 


2.9           Continuous Improvement; Planning.  PROVIDER shall use commercially reasonable
efforts to increase productivity and efficiency in performing the Services and
shall endeavor to reduce Base Cost annually, depending on the overall reduction
in its cost of operations.  The parties will participate in an annual
budgeting process as part of determining Base Cost that will address
improvements in PROVIDER productivity and efficiency in performing the Services
and dedicate appropriate resources to execute the budgeted improvements.  To
support PROVIDER’s demand planning, each quarter, CUSTOMER shall provide
PROVIDER a good faith estimate of its requirements for the Services for the
following twelve (12) months.


 


3.0           Billing and
Payment.


 


3.1           Invoices.  PROVIDER shall submit an
invoice each month for the Charges relating to the Services provided during the
prior month period.  For the partial
month period prior to the Execution Date, PROVIDER shall submit an invoice for
Charges calculated as provided in the original Master Outsourcing Agreement and
PSAs.  For periods beginning on and
after the Execution Date, Charges shall be calculated as set forth in this
Agreement.  Each invoice shall detail
all information relevant to calculation of the Charges and the total amount
due.  PROVIDER agrees to include the
information and prepare the invoice in the form as reasonably requested by
CUSTOMER.


 


3.2           Payments.  All
payments, due and payable by CUSTOMER to PROVIDER, will be made within sixty
(60) days of CUSTOMER’s receipt of invoice (“Payment Date”).  CUSTOMER shall use its good faith efforts to
provide PROVIDER as promptly as practicable with the details of any objection it
may have to any invoice, but any failure to provide such details shall not
foreclose CUSTOMER’s right to dispute such invoice.  CUSTOMER shall pay the part of any invoiced amount that is not in
dispute by the Payment Date.


 


3.3           Reimbursements. 
Payment of all reimbursable expenses approved by CUSTOMER in writing in
advance will be made within sixty (60) days after CUSTOMER’s receipt of invoice
together with copies of receipts and other verification.


 


3.4           Method of Payment.  The
method of payment shall be by electronic fund transfer to PROVIDER’s designated
bank account or such other manner as agreed upon by the parties.


 


3.5           Notice of Default.  If CUSTOMER does not pay any invoice by the Payment Date,
PROVIDER shall serve CUSTOMER a notice pursuant to Section 16.0 (a
“Payment


 


7

















 


Default Notice”) and simultaneously initiate the procedures for
consideration of Disputes by senior executives of the parties by giving notice
as described under Section 1.2 of Exhibit G.


 


3.6           PROVIDER Termination for Non-Payment.


 


(a)           PROVIDER
shall have the right to terminate any PSA, without prejudice to any other legal
rights to which it may be entitled, if CUSTOMER fails to pay to PROVIDER any
material amount (i) that is undisputed or determined by the senior executives
under Section 1.2 of Exhibit G to be due to PROVIDER, within five
(5) business days following CUSTOMER’s agreement that such amount is not in
dispute or the conclusion of the senior executives’ negotiations, whichever is
earlier, or (ii) that remains in dispute and is not paid following the
conclusion of the senior executives’ negotiations contemplated by Section
3.6(b) hereof.


 


(b)           PROVIDER shall have no
right to terminate if CUSTOMER pays any disputed amount within five (5)
business days following the conclusion of the senior executives’ negotiations
under Exhibit G, without prejudice, and invokes the remainder of the
dispute resolution process set forth in Exhibit G.


 


(c)           If
pursuant to the dispute resolution process, PROVIDER is found to have charged
improperly, PROVIDER shall promptly refund such excess amount along with
interest at an annual rate equal to the lesser of (i) the three (3) month
London Interbank Offered Rate (LIBOR) plus 100 basis points or (ii) the maximum
rate of interest allowed by applicable law, from the date the payment was made
through the date of the refund.


 


3.7           Past Due Amounts.  Past due amounts (including Charges, reimbursable expenses and
credits) will bear interest at an annual rate equal to the lesser of (i) the
three (3) month London Interbank Offered Rate (LIBOR) plus 100 basis points or
(ii) the maximum rate of interest allowed by applicable law, from the date the
payment was due through the date of payment.


 


4.0           Performance
Standards.


 


4.1           Generally.  All work relating to the
Services shall be completed in a professional, timely manner and shall conform
to such additional Performance Standards, if any, as may be set forth in each
PSA.  Such Performance Standards may be
revised from time to time upon the mutual agreement of the parties.


 


4.2           Measurement
and Reporting.  Unless otherwise specified, each
Performance Standard shall be measured on a monthly basis.  PROVIDER shall create, implement, support
and maintain reports for monitoring the metrics associated with the Performance
Standards and such other metrics as are mutually agreed upon by the parties on
a schedule agreed upon in each PSA or within ninety (90) days after the
execution of each PSA.


 


4.3           Compliance. 
PROVIDER shall perform the Services in compliance with all applicable
Laws, stock exchange rules or generally accepted, statutory or regulatory
accounting


 


8

















 


or actuarial principle specified in any PSA or
otherwise by CUSTOMER, in each case as applicable to the business processes of
CUSTOMER performed by PROVIDER as part of the Services, just as if
CUSTOMER performed the Services itself.  PROVIDER shall notify CUSTOMER whenever
changes in the Services or Performance Standards are necessary to comply with
applicable Indian Laws. It
is understood that any reference in the PSAs to standards, policies and
procedures established by General Electric Company or its Affiliates, is deemed
to include any replacement standards, policies and procedures established by
CUSTOMER or any member of the Genworth Group, and communicated to PROVIDER, provided,
that GECIS shall be entitled to recover its cost of complying with such
standards, policies and procedures as part of the Charges for the Services
established pursuant to Section 2 and Schedule F.


 


4.4           Additional Remedies.  In addition to all other remedies available
under this Agreement, any PSA or at law, CUSTOMER may take one or more of the
following actions in the event of PROVIDER’s failure to comply with the
Performance Standards, provided, that CUSTOMER may not exercise any of these
remedies if the failure in performance is caused by inaccurate or incomplete
data or information provided by CUSTOMER:


 


(a)           require
training of all PROVIDER employees involved in performing the affected
Services, the length and nature of such training to be mutually agreed upon by
PROVIDER and CUSTOMER;


 


(b)           cause
the PROVIDER to correct any deficient Services at no charge or fee to CUSTOMER;
or


 


(c)           direct
PROVIDER to assign additional employees to perform the Services, which
instruction PROVIDER agrees to follow.


 


5.0           Record Keeping and Audits.


 


5.1           Generally. 
PROVIDER will keep appropriate records of time and costs related to the
Services, as required by Law or as reasonably requested by CUSTOMER.  PROVIDER shall maintain a complete
audit trail for all financial and non-financial transactions resulting from or
arising in connection with this Agreement and the PSAs in such manner as is
required under the Genworth Records Management Policies and Indian and United
States GAAP.  PROVIDER will maintain such audit trail for such periods
of time as may be specified in the Genworth Records Management Policies or, if
no such period is specified, for such period as the parties may agree
upon.  PROVIDER shall provide to
CUSTOMER, its auditors (including internal audit staff and external auditors),
inspectors, regulators, customers and other representatives as CUSTOMER may
from time to time designate in writing, access at all reasonable times to any
facility or part of a facility at which either PROVIDER or any of its permitted
subcontractors is providing the Services, to PROVIDER personnel, to PROVIDER’s
systems, policies and procedures relating to the Services, and to data and
records relating to the Services for the purpose of performing audits and
inspections of either PROVIDER or any of its subcontractors with respect to (i)
any aspect of PROVIDER’s or such subcontractor’s performance of the Services,
(ii) compliance with the security procedures or (iii) any other matter relevant
to this Agreement, including, without


 


9

















 


limitation, the determination and calculation of all elements of Base
Cost and all other elements of the pricing mechanism described in Section
2.0 hereof and in Exhibit F. 
PROVIDER shall reasonably cooperate with CUSTOMER in the performance of
these audits, including installing and operating audit software.  If CUSTOMER requires PROVIDER to conduct any
special audit other than as provided in this Section 5.1 and if the same
results in any increased cost to PROVIDER, PROVIDER shall be entitled to pass
on such extra costs to CUSTOMER through a special invoice, but only to the
extent approved by CUSTOMER in advance.


 


5.2           Reports and Certifications.  PROVIDER shall provide CUSTOMER such other
reports and certifications relating to the Services as CUSTOMER may reasonably
request, including all reports and sub-certifications necessary for officers of
CUSTOMER to make the certifications required under the Sarbanes-Oxley Act of
2002 and all related rules and regulations and all related applicable stock
exchange listing requirements.


 


6.0           CUSTOMER
Commitments.


 


6.1           System Access. 
CUSTOMER agrees to provide to PROVIDER, at CUSTOMER’S expense, necessary
access to the mainframe computer and related information technology systems
(the “System”) on which CUSTOMER data is processed during the times (the
“Service Hours”) specified in the PSAs, subject to reasonable downtime for
utility outages, maintenance, performance difficulties and the like.  In the event of a change in the Service
Hours, CUSTOMER will provide PROVIDER with at least fifteen (15) calendar days
written notice of such change.


 


6.2           Data Integrity.  CUSTOMER
will ensure that all data and information submitted by it to PROVIDER for
performing the Services shall be accurate and complete and furnished in a
timely manner.


 


6.3           Training. 
CUSTOMER shall provide all PROVIDER employees who are dedicated to
CUSTOMER operations with training or training materials relating to business
processes and regulatory matters uniquely related to the CUSTOMER business and
reasonably required by such employees to meet the Performance Standards.


 


To the extent any non-performance or failure to meet
Performance Standards by PROVIDER is due to CUSTOMER’s failure to comply with
this Section 6.0, such non-performance or failure shall not be
considered a breach in Performance Standards and/or a breach of this Agreement
by PROVIDER.


 


7.0           Term.


 


7.1           Initial Term. 
The term of this Agreement shall commence on the Execution Date and
terminate on the third (3rd) anniversary of the Trigger Date (the
“Common Termination Date”).  The period
from the Execution Date to the Common Termination Date is referred to as the
“Initial Term”.


 


10

















 


7.2           Limitation on Termination of MOAs;
Renewal.  CUSTOMER may terminate
individual PSAs prior to the Common Termination Date either for cause or for
convenience as described therein or in this Agreement.  CUSTOMER, however, may not terminate this
Agreement, other than for cause as described in Section 8.0, prior to
the Common Termination Date, unless all of the members of the Genworth Group
then party to an MOA terminate all of the existing MOAs at one time.  At least eighteen (18) months prior to the
Common Termination Date, PROVIDER shall propose revised terms and conditions on
which the Agreement may be renewed for an additional two (2) year period (the
“Renewal Period”).  CUSTOMER and all of
the Genworth Affiliates then party to an MOA may at their sole option renew
all, but not less than all, of the MOAs for the Renewal Period, provided,
that CUSTOMER, such Genworth Affiliates and PROVIDER agree upon revised charges
and other terms and conditions to be applicable to the Services during the
Renewal Period prior to the date that is fourteen (14) months prior to the
Common Termination Date (the “Notification Date”).  If the parties are unable to so agree, CUSTOMER shall inform
PROVIDER within fifteen (15) days following the Notification Date as to whether
it will exercise the Carve-Out Option (which may only be exercised with respect
to all of the then-outstanding MOAs), as described in Section 1.0 of Exhibit
H and/or require PROVIDER to provide Services Transfer Assistance.  If CUSTOMER, such Genworth Affiliates and
PROVIDER fail to agree upon the terms for renewal of the MOAs, or if CUSTOMER
fails to provide PROVIDER the notice described above, all of the MOAs will automatically
terminate on the Common Termination Date and CUSTOMER shall not be entitled to
exercise its Carve-Out Option or require PROVIDER to provide Services Transfer
Assistance.


 


8.0           Termination.


 


8.1           Termination for Cause by CUSTOMER.  CUSTOMER shall have the right at any time to
terminate any PSA in whole or in part with respect to the affected Services,
effective immediately and without prejudice to any other legal rights to which
CUSTOMER may be entitled, upon the occurrence of the following events:


 


(a)           PROVIDER
becomes subject to any voluntary or involuntary order of any governmental
agency prohibiting or materially impairing the performance of any of the
Services;


 


(b)           if
such Services are inadequate, unsatisfactory or substantially not in conformance
with the Performance Standards or if PROVIDER’s representations and warranties
are materially inaccurate and, upon receipt of notice thereof from CUSTOMER,
PROVIDER (i) does not immediately undertake action in good faith to cure
such default, and (ii) does not provide to CUSTOMER a preliminary analysis of
the root cause of such default and an initial plan to cure such default within
ten (10) days of such notice, and (iii) has not agreed with CUSTOMER on a
definitive plan to cure such default acceptable to CUSTOMER within thirty (30)
days of such notice, and (iv) has not fully cured such default within ninety
(90) days of such notice or such longer period as may have been approved by
CUSTOMER as part of PROVIDER’s plan to cure such default;


 


(c)           if
PROVIDER or CUSTOMER, due to the actions of PROVIDER, is administratively cited
by any governmental agency for materially violating, or is judicially found to
have materially violated, any Law governing the performance of the Services;


 


11

















 


(d)           if
a trustee or receiver or similar officer of any court is appointed for PROVIDER
or for a substantial part of the property of PROVIDER, whether with or without
consent;


 


(e)           if
bankruptcy, composition, reorganization, insolvency or liquidation proceedings
are instituted by or against PROVIDER without such proceedings being dismissed
within ninety (90) days from the date of the institution thereof; or


 


(f)            a
material breach of this Agreement or a PSA by PROVIDER (which shall include a
series of non-material or persistent breaches by PROVIDER, that in the
aggregate constitute a material breach or have a material and significant
adverse impact (i) on the administrative, management, planning, financial
reporting or operations functions of CUSTOMER or (ii) on the management of the
Services), and, upon receipt of notice thereof from CUSTOMER, PROVIDER
(i) does not immediately undertake action in good faith to cure such
breach, and (ii) does not provide to CUSTOMER a preliminary analysis of the
root cause of such breach and an initial plan to cure such breach within ten
(10) days of such notice, and (iii) has not agreed with CUSTOMER on a
definitive plan to cure such breach acceptable to CUSTOMER within thirty (30)
days of such notice, and (iv) has not fully cured such default within ninety
(90) days of such notice or such longer period as may have been approved by
CUSTOMER as part of PROVIDER’s plan to cure such breach, provided, that
any breach referred to in Section 1.2 shall be fully cured within thirty
(30) days of such notice.


 


Within fifteen (15) days of its notice to PROVIDER of
its intent to terminate any PSA, in whole or in part, under this Section 8.1,
CUSTOMER shall inform PROVIDER as to whether it will exercise its Carve-Out
Option (which may only be exercised with respect to all of the outstanding
MOAs, as described in Section 1.0 of Exhibit H) and/or whether it will
require PROVIDER to provide Services Transfer Assistance for a period not
exceeding twenty-four (24) months from the date of such notice.  If CUSTOMER fails to do so, CUSTOMER shall
not be entitled to exercise its Carve-Out Option and/or require PROVIDER to
provide Services Transfer Assistance.


 


8.2           Termination by PROVIDER.


 


(a)           PROVIDER
may not terminate this Agreement or any PSA for any reason other than (i)
non-payment in accordance with Section 3.6, (ii) as described below
under Section 8.4 (Termination Relating to Damages Cap) hereof and
(iii) as described below under Section 8.5 (Change of Control), it being
understood that PROVIDER will be relieved from its obligations to perform in
accordance with the terms of this Agreement or a PSA to the extent that it is
prevented from doing so as a result of the failure by CUSTOMER to perform any
of its obligations under this Agreement or such PSA.


 


(b)           Within
fifteen (15) days of PROVIDER’s notice to CUSTOMER of PROVIDER’s intent to
terminate any PSA in accordance with Sections 8.2(a)(i) or 8.2(a)(ii), CUSTOMER
shall inform PROVIDER as to whether it will require PROVIDER to provide
Services Transfer Assistance for a period not exceeding fourteen (14) months
from the date of such notice, provided, in the case of a termination described
in clause (i), that CUSTOMER has


 


12

















 


made all outstanding payments under any invoice in accordance with Section
3.2 hereof.  If CUSTOMER fails to
give such notice, CUSTOMER shall not be entitled to require PROVIDER to provide
Services Transfer Assistance.  At
PROVIDER’s option, CUSTOMER shall be required to pay for Services Transfer
Assistance provided under this paragraph in advance.


 


(c)           With
respect to any other breach of this Agreement or a PSA by CUSTOMER, PROVIDER
will be entitled to invoke the applicable dispute resolution process under Section
21.12 hereof and pursue all remedies permitted by that process, but shall
not be entitled to terminate this Agreement or any related PSA or voluntarily
withhold any Services except as authorized pursuant to such process.


 


8.3           Termination for Convenience.


 


(a)           CUSTOMER
may terminate any PSA in whole or in part at any time upon at least one (1)
year’s prior written notice to PROVIDER. 
Such notice shall include a commercially reasonable plan for the
reduction of Services to be purchased from PROVIDER that will enable PROVIDER
to mitigate all costs of such termination. 
PROVIDER shall be responsible for all costs that PROVIDER incurs as a
result of such termination.


 


(b)           Notwithstanding
the provisions of the preceding paragraph, CUSTOMER may terminate any PSA in
whole or in part at any time upon at least ninety (90) days’ prior written
notice to PROVIDER.  In such event,
CUSTOMER shall be responsible for all costs that PROVIDER incurs as a result of
such termination; provided, that PROVIDER has taken all commercially
reasonable steps to mitigate such costs. 
Such costs shall not include any element of lost profits or lost
opportunity costs.


 


(c)           Within
fifteen (15) days of its notice to PROVIDER of its intent to terminate any PSA,
in whole or in part, under this Section 8.3, CUSTOMER shall inform
PROVIDER as to whether it will require PROVIDER to provide Services Transfer
Assistance for a period not exceeding fourteen (14) months from the date of
such notice.  If CUSTOMER fails to do so,
CUSTOMER shall not be entitled to require PROVIDER to provide Services Transfer
Assistance.


 


8.4           Termination Right Related to
Damages Cap.


 


(a)           If either
the GE Group members or the Genworth Group members incur liability to the
others under one or more MOAs in excess of the applicable Simple Breach Cap or
Excluded Matters Cap and do not agree to reset to zero the amounts counted
toward such cap, the members of the group that has not incurred such excess
liability shall have the right to terminate all, but not less than all, of the
then-outstanding MOAs  for material
breach.  Notwithstanding the preceding
sentence, CUSTOMER may only exercise the Carve-Out Option if all of the
Genworth Group members party to an MOA also exercise the Carve-Out Option under
their respective MOAs at the same time.


 


(b)           Within
fifteen (15) days of the notice to PROVIDER of termination of the MOAs  under this Section 8.4, CUSTOMER
shall inform PROVIDER as to whether it will


 


13

















 


exercise its Carve-Out Option and/or whether it will require PROVIDER
to provide Services Transfer Assistance for a period not exceeding twenty-four
(24) months from the date of such notice. 
If CUSTOMER fails to do so, CUSTOMER shall not be entitled to exercise
its Carve-Out Option and/or require PROVIDER to provide Services Transfer
Assistance.


 


8.5           Termination Right Relating to Change
of Control of CUSTOMER.  If a Change
of Control of Genworth occurs, PROVIDER shall, unless the parties otherwise
agree during a one hundred twenty (120) day negotiation period following the
Change of Control, have the right to terminate all, but not less than all, of
the then-outstanding MOAs upon the later of (A) the last day of the eighteenth
(18th) month following the effective date of the Change of Control
or (B) the expiration of the Initial Term, provided that such termination right
is exercised within fifteen (15) days following the end of the one hundred
twenty (120) day negotiation period.


 


8.6           Continued Performance.  Termination of this Agreement for any reason
provided herein shall not relieve either party from its obligation to perform
its obligations hereunder up to the effective date of such termination or to
perform such obligations as may survive termination.


 


9.0           Obligations on Expiration and Termination.


 


9.1           Services Transfer Assistance.


 


(a)           PROVIDER
shall cooperate with CUSTOMER to assist in the orderly transfer of the Services
to CUSTOMER itself or its designee (including another services provider) in
connection with the expiration, non-renewal or earlier termination of the
Agreement and/or each PSA for any reason, however described, or exercise of the
Carve-Out Option.  The Services include
“Services Transfer Assistance,” which includes providing CUSTOMER and its
designees and their agents, contractors and consultants, as necessary, with (i)
such cooperation and other services incidental to the transfer of the Services
as they may reasonably request, (ii) all or such portions of the Services as
CUSTOMER may request, and (iii) such other transition services as may be
provided for in any PSA.  Neither the
term of the Agreement nor the term of any PSA shall be deemed to have expired
or terminated until the Services Transfer Assistance thereunder is completed.


 


(b)           Upon
CUSTOMER’s request, PROVIDER shall provide Services Transfer Assistance
commencing up to one (1) year prior to expiration or termination of the
Agreement or any PSA and continuing for the periods described in this
Agreement.  PROVIDER shall provide the
Services Transfer Assistance even in the event of CUSTOMER’s material breach
(other than an uncured payment default) of this Agreement or any PSA.


 


(c)           If
any Services Transfer Assistance provided by PROVIDER requires the utilization
of additional resources that PROVIDER would not otherwise use in the
performance of the Services, but for which there is a charging methodology
provided for in the Agreement or such PSAs, CUSTOMER will pay PROVIDER for such
usage at the then-current applicable Charges and in the manner set forth in the
Agreement and/or applicable PSAs.  If
the Services Transfer Assistance requires PROVIDER to incur costs that PROVIDER
would not otherwise incur in the performance of the Services under the
Agreement and applicable PSAs, then 


 


14

















 


PROVIDER shall notify CUSTOMER of the identity and scope of the
activities requiring that PROVIDER incur such costs and the projected amount of
the charges that will be payable by CUSTOMER for the performance of such assistance.  Upon CUSTOMER’s prior authorization,
PROVIDER shall perform the assistance and invoice CUSTOMER for such
charges.  CUSTOMER shall bear all costs
agreed in advance between the parties and incurred by PROVIDER on account of
transition/migration of services/processes from PROVIDER to CUSTOMER or its
designee.


 


9.2           Carve-Out Option.  At any time during the term of this Agreement and prior to the
Volume Reduction Date, PROVIDER agrees that CUSTOMER or its designee shall have
the right, upon the occurrence of any one of the Carve-Out Conditions and to
the extent permissible under (i) applicable law or (ii) any existing
contractual obligation of PROVIDER, to require PROVIDER to transfer to CUSTOMER
the Carve-Out Resources used by PROVIDER to provide or support the provision of
the Services as described in Exhibit H hereof (the “Carve-Out Option”).


 


10.0         Assignment and Subcontracting.


 


10.1         PROVIDER
Assignment.  Without the prior written consent of
CUSTOMER, PROVIDER shall not voluntarily, involuntarily or by operation of law,
assign or otherwise transfer this Agreement, any related PSA or any of
PROVIDER’s rights hereunder or thereunder, except as permitted under Section
1.6 hereof.  Any assignment or
transfer without CUSTOMER’s written consent, except as permitted under Section
1.6 hereof, shall be null and void and at the option of CUSTOMER shall
constitute a material breach of this Agreement.  Notwithstanding anything to the contrary above, PROVIDER
shall have the right to assign this Agreement or any PSA, in whole or in part,
to any Affiliate of PROVIDER upon thirty (30) days prior written notice to
CUSTOMER and subject to receipt by CUSTOMER of all regulatory approvals.  Following any such assignment to an Affiliate
of PROVIDER, PROVIDER shall remain liable for the performance of all of
PROVIDER’s obligations under this Agreement and each PSA.  This Agreement and all of the terms and
provisions hereof will be binding upon, and will inure to the benefit of
PROVIDER’s successors and permitted assigns.


 


10.2         Subcontracting. 
PROVIDER shall not enter into subcontracts for the performance of the
Services without the prior written consent of CUSTOMER.  In the event a subcontract is proposed by
PROVIDER, PROVIDER shall furnish such information as reasonably requested by
CUSTOMER to enable CUSTOMER to ascertain to its satisfaction that such proposed
subcontractor of PROVIDER is able to meet CUSTOMER’s quality standards and
comply with the terms and conditions of this Agreement.  Notwithstanding CUSTOMER’s consent to any
subcontract, PROVIDER shall remain liable for the performance of all of
PROVIDER’s obligations under this Agreement and each PSA.  CUSTOMER shall not be obligated to pay any
person other than PROVIDER for Services rendered by any subcontractor.


 


10.3         CUSTOMER Assignment.   Notwithstanding anything to the contrary in
this Section 10.0, CUSTOMER shall have the right to assign this
Agreement or any PSA, in whole or in part, to any Affiliate of CUSTOMER upon
thirty (30) days prior written notice to PROVIDER and subject to receipt by
CUSTOMER of all regulatory approvals. 
Following any such


 


15

















 


assignment to an Affiliate of CUSTOMER, CUSTOMER shall remain liable
for the performance of all of CUSTOMER’s obligations under this Agreement and
each PSA.  This Agreement and all of the
terms and provisions hereof will be binding upon, and will inure to the benefit
of CUSTOMER’s successors and permitted assigns.


 


11.0         Confidentiality.


 


11.1         Obligations of PROVIDER.  From and after the Execution Date, subject to
Section 11.3  and the rights of PROVIDER with respect to the
CUSTOMER Licensed Technology pursuant to Exhibit I, and except as
otherwise contemplated by this Agreement or any PSA, the PROVIDER shall not,
and shall cause its Affiliates and their respective officers, directors,
employees, and other agents and representatives, including attorneys, agents,
customers, suppliers, contractors, consultants and other representatives of any
Person providing financing (collectively, “Representatives”), not to,
directly or indirectly, disclose, reveal, divulge or communicate to any Person
other than Representatives of such party or of its Affiliates who reasonably
need to know such information in providing Services to CUSTOMER or use or
otherwise exploit for its own benefit or for the benefit of any third party,
any CUSTOMER Confidential Information. 
If any disclosures are made in connection with providing Services to
CUSTOMER, its Affiliates or Representatives under this Agreement, then the
CUSTOMER Confidential Information so disclosed shall be used only as required
to perform the Services.  PROVIDER shall
use the same degree of care to prevent and restrain the unauthorized use or disclosure
of the CUSTOMER Confidential Information by any of its Representatives as it
currently uses for its own confidential information of a like nature, but in no
event less than a reasonable standard of care. 
For purposes of this Section 11.1, any Information, material
or documents relating to the Genworth Business currently or formerly conducted,
or proposed to be conducted, by any member of the Genworth Group furnished to
or in possession of the PROVIDER and its Affiliates and Representatives,
irrespective of the form of communication, and all notes, analyses,
compilations, forecasts, data, translations, studies, memoranda or other
documents prepared by PROVIDER, its Affiliates and their respective
Representatives, that contain or otherwise reflect such Information, material
or documents is hereinafter referred to as “CUSTOMER Confidential
Information.”  “CUSTOMER
Confidential Information” does not include, and there shall be no
obligation hereunder with respect to, Information that (i) is or becomes
generally available to the public, other than as a result of a disclosure by
PROVIDER, its Affiliates or Representatives not otherwise permissible
hereunder, (ii) PROVIDER or such Affiliate or Representative can demonstrate
was or became available to such person from a source other than CUSTOMER or its
Affiliates, or (iii) is developed independently by PROVIDER or such Affiliate
or Representative without reference to the CUSTOMER Confidential Information; provided,
however, that, in the case of clause (ii), the source of such
information was not known by such persons to be bound by a confidentiality
agreement with, or other contractual, legal or fiduciary obligation of
confidentiality to, CUSTOMER or any of its Affiliates with respect to such
information.


 


11.2         Obligations of CUSTOMER.  From and after the Execution Date, subject
to Section 11.3 and the rights of CUSTOMER with respect to the PROVIDER
Licensed Technology pursuant to Exhibit I, and except as otherwise
contemplated by this Agreement, CUSTOMER shall not, and shall cause its
Affiliates and their respective Representatives, not to,


 


16

















 


directly or indirectly, disclose, reveal, divulge or communicate to any
Person other than Representatives of such party or of its Affiliates who
reasonably need to know such information in providing Services to CUSTOMER or
any Affiliate of CUSTOMER or use or otherwise exploit for its own benefit or
for the benefit of any third party, any PROVIDER Confidential Information.  If any disclosures are made in connection
with providing Services to CUSTOMER or any of its Affiliates under this
Agreement, then the PROVIDER Confidential Information so disclosed shall be
used only as required to perform the Services. 
CUSTOMER and its Affiliates shall use the same degree of care to prevent
and restrain the unauthorized use or disclosure of the PROVIDER Confidential
Information by any of their Representatives as they currently use for their own
confidential information of a like nature, but in no event less than a
reasonable standard of care.  For
purposes of this Section 11.2, any Information, material or
documents relating to the businesses currently or formerly conducted, or
proposed to be conducted, by GE or any of its Affiliates (other than any member
of the Genworth Group) furnished to or in possession of CUSTOMER or any of its
Affiliates, irrespective of the form of communication, and all notes, analyses,
compilations, forecasts, data, translations, studies, memoranda or other
documents prepared by CUSTOMER or its officers, directors and Affiliates, that
contain or otherwise reflect such information, material or documents is
hereinafter referred to as  “PROVIDER
Confidential Information.”  “PROVIDER
Confidential Information” does not include, and there shall be no obligation
hereunder with respect to, information that (i) is or becomes generally
available to the public, other than as a result of a disclosure by CUSTOMER or
its Representatives not otherwise permissible hereunder, (ii) CUSTOMER or such
Representative can demonstrate was or became available to it from a source
other than PROVIDER and its Affiliates, or (iii) is developed independently by
CUSTOMER or its Representatives without reference to the PROVIDER Confidential
Information; provided, however, that, in the case of clause (ii),
the source of such information was not known by CUSTOMER to be bound by a
confidentiality agreement with, or other contractual, legal or fiduciary
obligation of confidentiality to, PROVIDER or its Affiliates with respect to
such information.


 


11.3         Required Disclosures.  If PROVIDER or its Affiliates, on the one
hand, or CUSTOMER or its Affiliates, on the other hand, are requested or
required (by oral question, interrogatories, requests for information or
documents, subpoena, civil investigative demand or similar process) by any
Governmental Authority or pursuant to applicable Law to disclose or provide any
CUSTOMER Confidential Information or PROVIDER Confidential Information as
applicable, the entity or person receiving such request or demand shall use all
reasonable efforts to provide the other party with written notice of such
request or demand as promptly as practicable under the circumstances so that
such other party shall have an opportunity to seek an appropriate protective
order.  The party receiving such request
or demand agrees to take, and cause its representatives to take, at the
requesting party’s expense, all other reasonable steps necessary to obtain
confidential treatment by the recipient. 
Subject to the foregoing, the party that received such request or demand
may thereafter disclose or provide any CUSTOMER Confidential Information or
PROVIDER Confidential Information, as the case may be, to the extent required
by such Law (as so advised by counsel) or by lawful process or such
Governmental Authority.


 


17

















 


11.4         HIPAA Addendum.  If PROVIDER in connection with the
provision of a Service, constitutes a Business Associate (as defined in HIPAA
and/or the HIPAA Privacy Rule) and uses Protected Health Information (as
defined in HIPAA and/or the HIPAA Privacy Rule) generated by or entrusted to
Customer, then the terms of Exhibit J shall apply with respect to
such Service.  CUSTOMER shall provide
notice to PROVIDER of changes in HIPAA and/or the HIPAA Privacy Rule relevant
to the performance of the Services and appropriate training to PROVIDER
regarding compliance with HIPAA and the HIPAA Privacy Rule in accordance with Section
6.3


 


11.5         Data Ownership. 
All data, records, and reports relating to the Genworth Business and the
customers of the Genworth Group (collectively, “Records”), whether in existence
at the Execution Date hereof or compiled thereafter in the course of performing
the Services, shall be treated by PROVIDER and its subcontractors as the
exclusive property of CUSTOMER or other member of the Genworth Group and the
furnishing of such Records, or access to such items by, PROVIDER and/or its
subcontractors, shall not grant any express or implied interest in or license
to PROVIDER and/or its subcontractors relating to such Records other than as is
necessary to perform and provide the Services to the Genworth Group.  Upon request by CUSTOMER at any time and
from time to time and without regard to the default status of the parties under
the Agreement, PROVIDER and/or its subcontractors shall promptly deliver to
CUSTOMER the Records in electronic format and in such hard copy as exists on
the date of the request by Customer.


 


12.0         Indemnities.


 


12.1         Indemnity by
PROVIDER.  PROVIDER agrees to indemnify, hold harmless
and defend the members of the Genworth Group and their respective directors,
officers, employees and agents, from and against any and all actions,
liabilities, losses, damages, injuries, judgments and external expenses, including,
without limitation, attorneys’ fees, court costs, sanctions imposed by a court,
experts’ fees, interest or penalties relating to any judgment or settlement,
and other legal expenses (including all incidental expenses in connection with
such liabilities, obligations, claims or Actions based upon or arising out of
damage, illness or injury (including death) to person or property caused by or
sustained in connection with the performance of this Agreement)
(“Liabilities”), brought, alleged or incurred by or awarded to any person who
is not a member of the GE Group or the Genworth Group (a “Third Party Claim”)
arising out of or based upon:


 


(a)           any alleged or actual violation of any Law by PROVIDER or any of
its Affiliates or Representatives (excluding the Genworth Group and excluding
any such violation to the extent caused by a breach of this Agreement or any
PSA by any Member of the Genworth Group);


 


(b)           the gross negligence or
willful misconduct of PROVIDER or any of its Affiliates (excluding the Genworth
Group);


 


(c)           PROVIDER’s provision of
any services to any third party from the same facilities from which the
Services are provided to the CUSTOMER;


 


18

















 


(d)           the improper or illegal
use or disclosure of consumer information (including personal, credit or
medical information) regarding any customer or potential customer of CUSTOMER
in contravention of PROVIDER’s obligations under this Agreement or any PSA; and


 


(e)           PROVIDER’s tax
liabilities arising from PROVIDER’s provision of Services, as set forth in Section
2.7 hereof.


 


12.2         Indemnity by CUSTOMER.  CUSTOMER  agrees
to indemnify, hold harmless and defend PROVIDER, each other member of the GE
Group, and their respective directors, officers, employees and agents, from and
against any and all Liabilities relating to any Third Party Claim arising out
of or based upon the provision of Services by PROVIDER to CUSTOMER, except for
Liabilities arising out of or based upon:


 


(a)           negligence
of PROVIDER, its Affiliates or Representatives;


 


(b)           any
of the Excluded Matters related to an act or omission of PROVIDER, its
Affiliates or Representatives;


 


(c)           any
matter with respect to which PROVIDER is required to indemnify CUSTOMER under Section
12.1 hereof; or


 


(d)           any Third Party Claim
that any resources provided by the CUSTOMER or used by PROVIDER in connection
with the Services infringe, violate or misappropriate any Intellectual Property
or Trademarks of any third party, excluding any such infringement, violation or
misappropriation caused by:


 


(i)            any such resources
first provided to PROVIDER after the Execution Date, but excluding any
infringement, violation or misappropriation resulting from modifications by or
on behalf of the PROVIDER to any such resources, combinations of such resources
with other items, or use of such resources, except as specified by CUSTOMER in
each case (it being understood that the use of all Software included in any
such resources in combination with computers or other hardware with which such
Software is intended to be used shall be deemed to be so specified);


 


(ii)           any such resources
first specified by CUSTOMER after the Execution Date for use by PROVIDER in
connection with the Services, but excluding any infringement, violation or
misappropriation resulting from (A) modifications by or on behalf of the
PROVIDER to any such resources, combinations of such resources with other
items, or use of such resources, except as specified by CUSTOMER in each case
(it being understood that the use of all Software included in any such
resources in combination with computers or other hardware with which such
Software is intended to be used shall be deemed to be so specified) and (B) any
failure by PROVIDER to fulfill its express obligation under any PSA or other
applicable written agreement between the parties to


 


19

















 


obtain any rights or consents necessary for the use by
PROVIDER of any Intellectual Property of a third party; and


 


(iii)          modifications
by or on behalf of the CUSTOMER after the Execution Date to any such resources
provided by PROVIDER and/or its Affiliates and Representatives to the CUSTOMER
in the course of performing the Services, combinations of such resources with
other items, or use of such resources, except as specified by PROVIDER in each
case (it being understood that the use of any and all Software in any such
resources in combination with computers or other hardware with which such
Software is intended to be used shall be deemed to be so specified).


 


12.3         Indemnification Obligations Net of
Insurance Proceeds and Other Amounts, On an After-Tax Basis.


 


(a)           Any Liability subject
to indemnification pursuant to this Section 12.0 will be net of
Insurance Proceeds that actually reduce the amount of the Liability and will be
determined on an After-Tax Basis. 
Accordingly, the amount which any party (an “Indemnifying Party”)
is required to pay to any Person entitled to indemnification hereunder (an “Indemnified
Party”) will be reduced by any Insurance Proceeds theretofore actually
recovered by or on behalf of the Indemnified Party in respect of the related
Liability.  If an Indemnified Party
receives a payment (an “Indemnity Payment”) required by this Agreement
from an Indemnifying Party in respect of any Liability and subsequently
receives Insurance Proceeds, then the Indemnified Party will pay to the
Indemnifying Party an amount equal to the excess of the Indemnity Payment
received over the amount of the Indemnity Payment that would have been due if
the Insurance Proceeds had been received, realized or recovered before the
Indemnity Payment was made.


 


(b)           An
insurer who would otherwise be obligated to pay any claim shall not be relieved
of the responsibility with respect thereto or, solely by virtue of the
indemnification provisions hereof, have any subrogation rights with respect
thereto.  The Indemnified Party shall
use its commercially reasonable efforts to seek to collect or recover any
third-party (which shall not include any captive insurance subsidiary)
Insurance Proceeds (other than Insurance Proceeds under an arrangement where
future premiums are adjusted to reflect prior claims in excess of prior
premiums) to which the Indemnified Party is entitled in connection with any
Liability for which the Indemnified Party seeks indemnification pursuant to
this Section 12.0; provided that the Indemnified Party’s inability to
collect or recover any such Insurance Proceeds shall not limit the Indemnifying
Party’s obligations hereunder.


 


(c)           The
term “After-Tax Basis” as used in this Section 12.0 means that,
in determining the amount of the payment necessary to indemnify any party
against, or reimburse any party for, Liabilities, the amount of such
Liabilities will be determined net of any reduction


 


20

















 


in tax derived by the Indemnified Party as the result of sustaining or
paying such Liabilities, and the amount of such indemnification payment will be
increased (i.e., “grossed up”) by the amount necessary to satisfy any income or
franchise tax liabilities incurred by the Indemnified Party as a result of its
receipt of, or right to receive, such Indemnity Payment (as so increased), so
that the Indemnified Party is put in the same net after-tax economic position
as if it had not incurred such Liabilities, in each case without taking into
account any impact on the tax basis that an Indemnified Party has in its
assets.


 


12.4         Procedures for Indemnification of
Third Party Claims.


 


(a)           If
an Indemnified Party shall receive notice or otherwise learn of the assertion
of any Third Party Claim or of the commencement by any such Person of any
Action with respect to which an Indemnifying Party may be obligated to provide
indemnification to such Indemnified Party pursuant to this Section 12.4,
such Indemnified Party shall give such Indemnifying Party written notice
thereof within 20 days after becoming aware of such Third Party Claim.  Any such notice shall describe the Third
Party Claim in reasonable detail. 
Notwithstanding the foregoing, the failure of any Indemnified Party or
other Person to give notice as provided in this Section 12.4 shall
not relieve the Indemnifying Party of its obligations under this Section 12.4,
except to the extent that such Indemnifying Party is actually prejudiced by
such failure to give notice.


 


(b)           An Indemnifying Party
may elect to defend (and to seek to settle or compromise), at such Indemnifying
Party’s own expense and by such Indemnifying Party’s own counsel, any Third
Party Claim.  Within 30 days after the
receipt of notice from an Indemnified Party in accordance with Section 12.4(a)
(or sooner, if the nature of such Third Party Claim so requires), the
Indemnifying Party shall notify the Indemnified Party of its election whether
the Indemnifying Party will assume responsibility for defending such Third
Party Claim, which election shall specify any reservations or exceptions.  After notice from an Indemnifying Party to
an Indemnified Party of its election to assume the defense of a Third Party Claim,
such Indemnified Party shall have the right to employ separate counsel and to
participate in (but not control) the defense, compromise, or settlement
thereof, but the fees and expenses of such counsel shall be the expense of such
Indemnified Party except as set forth in the next sentence.  If the Indemnifying Party has elected to
assume the defense of the Third Party Claim but has specified, and continues to
assert, any reservations or exceptions in such notice, then, in any such case,
the reasonable fees and expenses of one separate counsel for all Indemnified
parties shall be borne by the Indemnifying Party, but the Indemnifying Party
shall be entitled to reimbursement by the Indemnified Party for payment of any
such fees and expenses to the extent that it establishes that such reservations
and exceptions were proper.


 


(c)           If an Indemnifying
Party elects not to assume responsibility for defending a Third Party Claim, or
fails to notify an Indemnified Party of its election as provided in Section 12.4(b)
such Indemnified Party may defend such Third Party Claim at the cost and
expense of the Indemnifying Party.


 


(d)           Unless
the Indemnifying Party has failed to assume the defense of the Third Party
Claim in accordance with the terms of this Agreement, no Indemnified Party may


 


21

















 


settle or compromise any Third Party Claim without the consent of the
Indemnifying Party.  No Indemnifying
Party shall consent to entry of any judgment or enter into any settlement of
any pending or threatened Third Party Claim in respect of which any Indemnified
Party is or could have been a party and indemnity could have been sought
hereunder by such Indemnified Party without the consent of the Indemnified
Party if (i) the effect thereof is to permit any injunction, declaratory
judgment, other order or other nonmonetary relief to be entered, directly or
indirectly against such Indemnified Party and (ii) such settlement does not
include an unconditional release of such Indemnified Party from all liability
on claims that are the subject matter of such Third Party Claim.


 


12.5         Additional Matters.


 


Indemnification payments in respect of any Liabilities
for which an Indemnified Party is entitled to indemnification under this Section 12.5
shall be paid by the Indemnifying Party to the Indemnified Party as such
Liabilities are incurred upon demand by the Indemnified Party, including
reasonably satisfactory documentation setting forth the basis for the amount of
such indemnification payment, including documentation with respect to
calculations made on an After-Tax Basis and consideration of any Insurance
Proceeds that actually reduce the amount of such Liabilities.  The indemnities contained in this Section
12.5 shall remain operative and in full force and effect, regardless of
(i) any investigation made by or on behalf of any Indemnified Party; (ii)
the knowledge by the Indemnified Party of Liabilities for which it might be
entitled to indemnification hereunder; (iii) any termination of this Agreement
or any PSA; and (iv) the sale or other transfer by any party of any assets or
businesses or the assignment by it of any liabilities.


 


If payment is made by or on behalf of any Indemnifying
Party to any Indemnified Party in connection with any Third Party Claim, such
Indemnifying Party shall be subrogated to and shall stand in the place of such
Indemnified Party as to any events or circumstances in respect of which such
Indemnified Party may have any right, defense or claim relating to such Third Party
Claim against any claimant or plaintiff asserting such Third Party Claim or
against any other Person.  Such
Indemnified Party shall cooperate with such Indemnifying Party in a reasonable
manner, and at the cost and expense of such Indemnifying Party, in prosecuting
any subrogated right, defense or claim.


 


In an Action in which the Indemnifying Party is not a
named defendant, if either the Indemnified Party or Indemnifying Party shall so
request, the parties shall endeavor to substitute the Indemnifying Party for
the named defendant if they conclude that substitution is desirable and
practical.  If such substitution or
addition cannot be achieved for any reason or is not requested, the named
defendant shall allow the Indemnifying Party to manage the Action as set forth
in this section, and the Indemnifying Party shall fully indemnify the named
defendant against all costs of defending the Action (including court costs,
sanctions imposed by a court, attorneys’ fees, experts fees and all other
external expenses), the costs of any judgment or settlement, and the cost of
any interest or penalties relating to any judgment or settlement.


 


22

















 


12.6         Remedies
Cumulative;
Limitations.


 


(a)           The
rights provided in this Section 12.6 shall be cumulative and,
subject to the provisions of Section 12.0 and Section 21.12,
shall not preclude assertion by any Indemnified Party of any other rights or
the seeking of any and all other remedies against any Indemnifying Party.


 


(b)           PROVIDER’s indemnity hereunder shall not extend to any Liabilities incurred or suffered by CUSTOMER
as a result of inaccurate or incomplete data or information submitted to
PROVIDER by CUSTOMER.


 


(c)           The
liability of each party (and their respective Affiliates) to each other with
respect to the indemnified matters shall be included in the calculation of, and
limited by, the Excluded Matters Cap.


 


13.0         Limitation of
Liability.


 


13.1         No System
Liability.  PROVIDER shall have no liability to
CUSTOMER for any delay of performance or breach of this Agreement to the extent
caused by or related to any errors in the System or the lack of availability to
PROVIDER of the System provided by CUSTOMER under Section 6.1.


 


13.2         Liability for Simple Breach.  The parties shall be liable to one another
for fifty percent (50%) of all Direct Damages resulting from their respective
breaches of this Agreement or PSA or negligence in the performance of the
Services during the Initial Term, provided, that (i) neither party
shall have any liability to the other with respect to an individual breach or
negligent act or omission until the losses resulting from such matter exceed
$25,000, and then only to the extent that such losses exceed $25,000, and (ii)
the parties and their Affiliates’ liability to each other for Direct Damages
for such matters arising out of all of the MOAs during the Initial Term shall
not exceed $5,000,000 in the aggregate (the “Simple Breach Cap”).


 


13.3         Liability
for Excluded Matters.  Subject to the Excluded Matters Cap
described in the following sentence, the parties shall be liable to one another
for one hundred percent (100%) of all Direct Damages resulting from (i) a
party’s gross negligence or willful misconduct, (ii) PROVIDER’s improper
or illegal use or disclosure of consumer information (including, but not
limited to, personal, credit or medical information) regarding any customer or
potential customer of the CUSTOMER Group, (iii) PROVIDER’s breach of its
agreement not to voluntarily withhold Services, (iv) a breach of Section
15.1(f), or (v) a party’s violation of Law (collectively, the “Excluded
Matters”).  The parties and their
Affiliates’ liability to each other for Direct Damages arising out of or
relating to the Excluded Matters and their respective indemnification
obligations under ARTICLE XII arising under all of the MOAs during the
Initial Term shall not exceed $25,000,000 in the aggregate (the “Excluded
Matters Cap”).


 


13.4         No Liability for Acts in Accordance
with Instructions. 
Notwithstanding anything to the contrary set forth in the Agreement or
any related PSA, neither party shall be liable to the other party or any of its
Affiliates with respect to any act or omission taken or not taken pursuant to
the specific instruction, direction or request, in writing of such other party
made through its authorized representative.


 


23

















 


14.0         PROVIDER
Employees.


 


14.1         Responsibility for PROVIDER
Employees.  PROVIDER shall be
responsible for all payments to its employees including any insurance coverage
and benefit programs required by applicable law and regulation.  Nothing in this agreement shall constitute
an employer-employee relationship between the employees of PROVIDER and the
CUSTOMER.


 


15.0         Representations, Warranties and Covenants.


 


15.1         PROVIDER Representations.  PROVIDER represents, warrants and covenants
that:


 


(a)           PROVIDER has the facilities, equipment, staff, experience and expertise
to perform and provide the Services required hereunder;


 


(b)           PROVIDER is solvent and able to meet all financial obligations as they
mature, and agrees to notify CUSTOMER promptly of any change in this status;


 


(c)           PROVIDER has the necessary power and authority to execute, deliver and perform its obligations
under this Agreement and this Agreement has been or will be duly executed and
delivered by PROVIDER and constitutes or will constitute the valid and binding
agreement of PROVIDER, enforceable in accordance with its terms;


 


(d)           Subject to Section 6.3, the execution and delivery of this Agreement by
PROVIDER and the consummation by PROVIDER of the transactions herein contemplated will not contravene any
provision of applicable Law, and will not constitute a breach of or default
under any agreement or other instrument or any decree, judgment or order to
which PROVIDER is currently a party or by which PROVIDER is bound;


 


(e)           PROVIDER
has provided to CUSTOMER a list referring to this paragraph which, to the
knowledge of PROVIDER, sets forth all Software used by PROVIDER (other than
such Software provided to PROVIDER by CUSTOMER) in the performance of the
Services as of the Execution Date;


 


(f)            After
the Execution Date, PROVIDER will not use any New Provider Materials in
performing the Services without the prior written consent of CUSTOMER; and


 


(g)           After
the Execution Date, PROVIDER will not enter into any material agreement for the
purchase of Hardware or Third Party Software or enter into any material Third
Party Agreements without the prior written consent of CUSTOMER.


 


15.2         CUSTOMER Representations.  CUSTOMER represents, warrants and covenants
that:


 


(a)           CUSTOMER has the necessary power and authority to execute, deliver and
perform its obligations under this Agreement and this Agreement has been or
will be duly


 


24

















 


executed and delivered by CUSTOMER and
constitutes the valid and binding agreement of CUSTOMER, enforceable in
accordance with its terms; and


 


(b)           The execution and delivery of this Agreement by
CUSTOMER and the consummation by CUSTOMER of the transactions herein
contemplated will not contravene any provision of applicable law, and will not
constitute a breach of or default under any agreement or other instrument or
any decree, judgment or order to which CUSTOMER is currently a party or by
which CUSTOMER is bound.


 


15.3         Approvals and Consents.  Each party shall be responsible for
obtaining all approvals, permissions, consents or grants required or which may
be required for such party to undertake its duties and responsibilities
regarding any Services under this Agreement and any related PSA.  Additionally, each party shall provide such
cooperation and support as may be necessary for the other party to secure such
approvals, permissions, consents or grants.


 


15.4         Cooperation.


 


(a)           The
parties shall timely, diligently and on a commercially reasonable basis
cooperate, facilitate the performance of their respective duties and
obligations under this Agreement and each related PSA and reach agreement with
respect to matters left for future review, consideration and/or negotiation and
agreement by the parties, as specifically set forth in this Agreement and
PSA.  Further, the parties shall deal
and negotiate with each other and their respective Affiliates in good faith in
the execution and implementation of their duties and obligations under this
Agreement.


 


(b)           Not
in limitation of Sections 12.2(d)(i) and (ii), the parties shall make good
faith efforts to share (i) versions, patches, fixes and other modifications
recommended or required by third party providers of Software provided hereunder
by either party to the other prior to or after the Execution Date and (ii)
information regarding the foregoing (i).


 


(c)           PROVIDER
agrees, at CUSTOMER’S request and expense, to provide documentary information
and any further assistance required in order to respond for CUSTOMER to state
department of insurance or third party or administrative demands in regulatory
or legal proceedings or in conjunction with formal department of insurance
inquiries related to the Services performed by PROVIDER.  The assistance rendered by PROVIDER under
this Section 15.4(c) shall include causing PROVIDER’s employees to
travel to the United States to participate in or testify at regulatory or legal
proceedings relating to the Services as required by Law or request of any
Governmental Authority or as otherwise reasonably requested by CUSTOMER, provided,
that CUSTOMER shall reimburse PROVIDER for the reasonable travel and living
expenses incurred by such employees in accordance with CUSTOMER’s reimbursement
policies generally applicable to CUSTOMER’s employees.


 


16.0         Notices.


 


All notices, requests, claims, demands and other
communications under this Agreement shall be given or made (and shall be deemed
to have been duly given or made if the sender has


 


25

















 


reasonable means of showing receipt thereof) by delivery in person, by
reputable international courier service, by facsimile with receipt confirmed
(followed by delivery of an original via reputable international courier
service) to the respective parties at the following addresses (or at such other
address for a party as shall be specified in a notice given in accordance with
this Section 16.0):


 


	
  TO PROVIDER:

  
	
  Attention:

  	
  Pramod Bhasin

  
	
  Designation:

  	
  President & CEO

  
	
  Address:

  	
  GE Towers, Sector Road, DLF City Phase V Sector
  Road, Sector

  
	
   

  	
  53, Gurgaon, Haryana

  
	
  Fax:

  	
  91 124 235 6976

  
	
  E-mail:

  	
  Pramod.Bhasin@geind.GE.com

  
	
   

  	
   

  
	
  Copy To:

  	
   

  
	
  Attention:

  	
  Raghuram Raju

  
	
  Designation:

  	
  General Counsel

  
	
  Address:

  	
  GE Towers, Sector Road, DLF City Phase V Sector
  Road, Sector

  
	
   

  	
  53, Gurgaon, Haryana

  
	
  Fax:

  	
  91 124 235 6978

  
	
  E-mail:

  	
  raghuram.raju@geind.ge.com

  
	
   

  	
   

  
	
  TO CUSTOMER:

  
	
  Attention:

  	
  Scott McKay

  
	
  Designation:

  	
  Senior Vice President,
  Operations & Quality

  
	
  Address:

  	
  6620 West Broad Street,
  Richmond, VA 23230

  
	
  Fax:

  	
  804/662-7766

  
	
  E-mail:

  	
  scott.mckay@ge.com

  
	
   

  	
   

  
	
  Copy To:

  	
   

  
	
  Attention:

  	
  Leon Roday

  
	
  Designation:

  	
  Senior Vice President and
  General Counsel

  
	
  Address:

  	
  6620 West Broad Street, Richmond, VA  23230

  
	
  Fax:

  	
  (804) 662-2414

  
	
  E-mail:

  	
  Leon.Roday@ge.com

  
	
   

  	
   

  
	
  Attention:

  	
  Elana Edwards

  
	
  Designation:

  	
  President

  
	
  Address:

  	
  700 Main Street, Lynchburg, VA  24504

  
	
  Fax:

  	
  (804) 662-7766

  
	
  E-mail:

  	
  elana.edwards@ge.com

  



 


26

















 


	
  Attention:

  	
  Beth Wortman

  
	
  Designation:

  	
  General Counsel

  
	
  Address:

  	
  700 Main Street, Lynchburg, VA  24504

  
	
  Fax:

  	
  (434) 948-5819

  
	
  E-mail:

  	
  beth.wortman@ge.com

  



 


The parties may agree to
additional notice requirements related to specific outsourcing projects from
time to time.


 


17.0         Intellectual
Property.


 


Exhibit I of this Agreement sets forth certain additional
rights and obligations of the parties with respect to intellectual property.


 


18.0         Non-Compete.


 


18.1         Limitations on Provision of Services.  From the Execution Date until the Volume
Reduction Date, to the extent that PROVIDER provides such Services to CUSTOMER,
PROVIDER shall not market, sell or provide the Services (including granting
licenses to use or assigning any interest in any PROVIDER Licensed Technology,
but excluding any such assignment in connection with a PROVIDER divestiture
permitted pursuant to Section 1.6 of this Agreement) to any third party
in the business of underwriting, marketing, issuing or administering any (i)
life insurance, long-term care insurance, or annuities, (ii) mortgage
insurance, or (iii) credit life, credit health, credit unemployment or credit
casualty insurance products either directly or through a re-insurer; provided,
however, that PROVIDER shall have a right to provide the Services to GE
and its Affiliates or any party that was an Affiliate of GE on the Execution
Date.


 


18.2         Volume Reduction Date.  PROVIDER shall notify CUSTOMER of the
potential occurrence of the Volume Reduction Date.  If, within ten (10) days of its receipt of such notice, CUSTOMER
notifies PROVIDER of its intent to increase the volume of Services consumed by
CUSTOMER such that the level of Dedicated FTEs or Customer-Controllable
Revenues, as applicable, increases above the fifty percent (50%) threshold, and
does so increase such volume within sixty (60) days of receipt of such notice,
then the Volume Reduction Date shall not be deemed to have occurred.


 


18.3         Equitable Relief.  PROVIDER acknowledges that any violation of the restrictions
contained in the foregoing paragraph would result in irreparable injury to
CUSTOMER, and PROVIDER further acknowledges that, in the event of its violation
of any of these restrictions, CUSTOMER shall be entitled to obtain from any
court of competent jurisdiction (in any jurisdiction) preliminary and permanent
injunctive relief, regardless of the dispute resolution provisions set forth in
Exhibit G, as well as damages to which it may be entitled under such
provisions.


 


27

















 


19.0         Change Control Procedure.


 


If either party requests a modification of the
Agreement or any PSA, including (i) a change to the scope of the Services,
Dedicated FTEs, Performance Standards, or Charges under any PSA, (ii) a
change to the Exhibits or Schedules to the Agreement, (iii) the addition of New
Services, (iv) a change to the features, functionality, scalability or
performance of the Services, or (v) any other change to the terms of the
Agreement or any PSA, the requesting party’s Account Executive or his or her
designee shall submit a written proposal in the form attached as Exhibit K
(a “Change Order Request”) to the other party’s Account Executive describing
such desired change.  Such party’s
Account Executive shall review the proposal and reject or accept the proposal
in writing within a reasonable period of time, but in no event more than
thirty (30) days after receipt of the proposal.  If the proposal is rejected, the writing shall include the
reasons for rejection.  If the proposal
is accepted, the parties shall mutually agree on the changes to be made, if
necessary, to the Agreement, the applicable PSA, or any applicable
Exhibits.  All such changes shall be
made only in a written Change Order signed by the Account Executive of each of
the parties or his designee (authorized in writing by the applicable party),
and thereafter embodied in the applicable documents by appropriate written
addenda thereto executed by PROVIDER and CUSTOMER.


 


20.0         Governance.


 


20.1         PROVIDER Account Executive.


 


(a)           Designation
and Authority.  Immediately after
execution of this Agreement, PROVIDER shall designate a PROVIDER Account
Executive for the PROVIDER engagement under this Agreement.  The PROVIDER Account Executive, and his/her
designee(s), shall have the authority to act for and bind PROVIDER and its
subcontractors in connection with all aspects of this Agreement.  All of CUSTOMER’s communications shall be
sent to the PROVIDER Account Executive or his/her designee(s).


 


(b)           Selection.
Before assigning an individual to the position of Account Executive, whether
the person is initially assigned or subsequently assigned, PROVIDER shall:


 


(i)            notify CUSTOMER of the
proposed assignment for CUSTOMER’s approval;


 


(ii)           introduce the
individual to appropriate CUSTOMER representatives; and


 


(iii)          consistent with law and
PROVIDER’s reasonable personnel practices, provide CUSTOMER with any other
information about the individual that is reasonably requested.


 


(c)           PROVIDER
shall cause the person assigned to the position of Account Executive to
maintain his or her principal office at a location designated by CUSTOMER and
to devote all time and effort that is reasonably necessary to the provision of
the Services under this


 


28

















 


Agreement.  PROVIDER shall use
commercially reasonable efforts to maintain the initial PROVIDER Account
Executive at CUSTOMER for the minimum term of eighteen (18) months following
the Execution Date, provided that any term that such Account Executive has
already spent in his or her current position prior to the Execution Date shall
be considered as a part of the 18-month period referred to herein, and each of
the subsequent PROVIDER Account Executives for a minimum term of eighteen (18)
months, unless such Account Executive (i) voluntarily resigns from
PROVIDER, (ii) is dismissed by PROVIDER for (A) misconduct or
(B) unsatisfactory performance in respect of his or her duties and
responsibilities to CUSTOMER or PROVIDER, (iii) is unable to work due to
his or her death, injury or disability, or (iv) is removed from the CUSTOMER
assignment at the request of CUSTOMER. 
Whenever possible, PROVIDER shall give CUSTOMER at least
ninety (90) days advance notice of a change of the Account Executive or if
such ninety (90) days notice is not possible, the longest notice otherwise
possible.


 


(d)           Removal.  If CUSTOMER determines that it is not in the
best interests of CUSTOMER for the PROVIDER Account Executive to continue in
his or her capacity, then CUSTOMER shall give PROVIDER written notice
requesting that the Account Executive be replaced.  PROVIDER shall replace the Account Executive as promptly as
practicable, but, in any case, within thirty (30) days, in accordance with this
Section 20.1.


 


20.2         CUSTOMER Account Executive.


 


(a)           Designation
and Authority.  Immediately after
execution of this Agreement, CUSTOMER shall designate a CUSTOMER Account
Executive for the PROVIDER engagement under this Agreement.  The CUSTOMER Account Executive and his/her
designee(s) shall have the authority to act for and bind CUSTOMER and its
contractors in connection with all aspects of this Agreement.  All of PROVIDER’s communications shall be
sent to the CUSTOMER Account Executive or his/her designee(s).


 


(b)           Term.  CUSTOMER shall cause the person assigned to
the position of Account Executive to devote substantial time and effort to the
management of CUSTOMER’s responsibilities under this Agreement. Whenever
possible, CUSTOMER shall give PROVIDER at least ninety (90) days advance
notice of a change of the Account Executive or if such ninety (90) days
notice is not possible, the longest notice otherwise possible.


 


20.3         Key Employees of PROVIDER.  For this Agreement and each PSA executed
pursuant hereto, PROVIDER shall notify CUSTOMER in writing of the names of all
of the PROVIDER employees providing Services under each such agreement who are
at the senior professional band and above (each a “Key Employee”).  Such notice shall be provided within thirty
(30) days of the execution of this Agreement and each PSA.  PROVIDER shall use commercially reasonable
efforts to maintain the initial Key Employees at CUSTOMER for the minimum term
of eighteen (18) months following the Execution Date, provided that any term
that such Key Employee has already spent in his or her current position prior
to the Execution Date shall be considered as a part of the 18-month period
referred to herein, and each of the subsequent Key Employees for a minimum term
of eighteen (18) months, unless any such Key Employee (i) voluntarily
resigns from PROVIDER, (ii) is dismissed by PROVIDER for


 


29

















 


(A) misconduct or (B) unsatisfactory performance in respect
of his or her duties and responsibilities to CUSTOMER or PROVIDER,
(iii) is unable to work due to his or her death, injury or disability, or
(iv) is removed from the CUSTOMER assignment at the request of CUSTOMER.  Whenever possible, PROVIDER shall give
CUSTOMER at least ninety (90) days advance notice of a change of a Key
Employee or if such ninety (90) days notice is not possible, the longest
notice otherwise possible.  If CUSTOMER
determines that it is not in the best interests of CUSTOMER for any Key
Employee to continue in his or her capacity, then CUSTOMER shall give PROVIDER
written notice requesting that such Key Employee be replaced.  PROVIDER shall replace the Key Employee as
promptly as practicable, but, in any case, within thirty (30) days, in
accordance with this Section 20.3.


 


20.4         Meetings.


 


(a)           The parties will participate in an (i) annual
budgeting and pricing process and a quarterly demand planning process as
described in Section 2.9 and (ii) an annual business strategy and
productivity enhancement process as directed by CUSTOMER.


 


(b)           CUSTOMER
may call meetings from time to time with reasonable notice to be held by
telephone or video conference to generally review matters relating to the terms
and conditions of this Agreement and any PSA, the compliance of each of the
parties herewith, and to consider policies, planning and performance relating
to quality controls, production, efficiency and productivity, costs and any
other special matter or matters of concern. 
In addition, either party shall have the right to call meetings by
telephone or video conference, as necessary, with reasonable notice to the
other party, to discuss and resolve specific matters of concern as they
occur.  All meetings shall be attended
by the representatives of the parties who are responsible for performances as
to those matters to be discussed. 
Either party may also request an in-person meeting with reasonable
notice to the other party.  The expenses
for such meeting, including travel and lodging shall be borne by the party
calling the meeting; however, such expenses will be agreed upon by the parties
prior to such meeting.


 


20.5         Operational Dispute Resolution.  As contemplated by Section 1.2 of Exhibit
G, the parties may attempt to resolve Disputes in the normal course of
business at the operational level as described in this Section 20.5.  The line managers of the parties shall
attempt in good faith to resolve such Dispute through negotiation.  If the line managers cannot resolve the
Dispute within a reasonable period of time, the Dispute shall be escalated by
CUSTOMER to the applicable operations leader and by PROVIDER to the applicable
service leader.  If such persons can not
resolve the Dispute within a reasonable period of time, the Dispute shall be
escalated to the Account Executives of both parties.  If the Dispute is not resolved by the Account Executives within a
reasonable period of time or, in any case, if such Dispute is not resolved
within ten (10) days after commencement of negotiations pursuant to this Section
20.5, the Dispute shall be handled in accordance with Exhibit G.


 


21.0         Miscellaneous.


 


21.1         Force Majeure. 
No party hereto (or any Person acting on its behalf) shall have any
liability or responsibility for failure to fulfill any obligation (other than a
payment


 


30

















 


obligation) under this Agreement or any related PSA, so long as and to
the extent to which the fulfillment of such obligation is prevented,
frustrated, hindered or delayed as a consequence of circumstances of Force
Majeure.  A party claiming the benefit
of this provision shall, as soon as reasonably practicable after the occurrence
of any such event:  (i) notify the other
parties of the nature and extent of any such Force Majeure condition and (ii)
use due diligence to remove any such causes and resume performance under this
Agreement as soon as feasible. The preceding sentence shall not relieve
PROVIDER of its obligation to provide the Services described in the BCP/DRP
Plans described in Section 1.2 hereof. 
If PROVIDER’s performance is affected by Force Majeure for a period of more
than ten (10) calendar days, then CUSTOMER may terminate this Agreement by
giving written notice to PROVIDER before performance has resumed without
payment of any amount other than accrued Charges.


 


21.2         Independent
Contractors.  The parties shall be and act as
independent contractors, and under no circumstances shall this Agreement
be construed as one of agency, partnership, joint venture or employment between
the parties.  Each party agrees and
acknowledges that it neither has nor will give the appearance or impression of
having any legal authority to bind or commit the other party in any way.


 


21.3         Failure
to Object Not a Waiver.  The failure of either party to object
to or to take affirmative action with respect to any conduct of the other party
which is in violation of the terms hereof shall not be construed as a waiver
thereof, nor of any future breach or subsequent wrongful conduct.


 


21.4         Governing Law. 
This Agreement is to be governed by and construed and interpreted in
accordance with the laws of Virginia  of
the United States of America, which is applicable to contracts wholly made and
performed therein.  PROVIDER hereby
submits to the jurisdiction of all courts where CUSTOMER is authorized to do
business and all courts of the United States. 
Any action in regard to the contract or arising out of its terms and
conditions shall be instituted and litigated in the United States.


 


21.5         No Third-Party Beneficiaries.  Except as provided in Section 12.0
with respect to Indemnified parties, this Agreement is for the sole benefit of
the parties to this Agreement and members of their respective Group 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.


 


21.6         Public Announcements.  The parties shall consult with each other
before issuing, and give each other the opportunity to review and comment upon,
any press release or other public statements with respect to the transactions
contemplated by this Agreement and the PSAs, and shall not issue any such press
release or make any such public statement prior to such consultation, except as
may be required by applicable Law, court process or by obligations pursuant to
any listing agreement with any national securities exchange or national
securities quotation system.


 


31

















 


21.7         Entire Agreement.  Except as otherwise expressly provided in this Agreement, this
Agreement (including the PSAs and the attachments hereto and thereto)
constitutes the entire agreement of the parties hereto with respect to the
subject matter hereof and thereof and supersedes all prior agreements and
undertakings, both written and oral, between or on behalf of the parties hereto
with respect to such subject matter, provided, that, unless otherwise
expressly agreed by the parties, matters arising prior to the Execution Date
shall be governed by the provisions of the Master Outsourcing Agreement
(including the PSAs and attachments thereto) as in effect prior to such date.


 


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


 


21.9         Rules of Construction.  Interpretation of this Agreement and the
PSAs 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, Schedule and Exhibit are references to the
Articles, Sections, paragraphs, Schedules and Exhibits to this Agreement and
the PSAs 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 table
of contents and headings contained herein are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement and
the PSAs, and (f) this Agreement and the PSAs 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.  In the event of any apparent conflict
between the provisions of this Agreement, any Exhibit to this Agreement or any
PSA, such provisions shall be construed so as to make them consistent to the
extent possible, and if such is not possible, then the parties will negotiate
in good faith to resolve such conflicts in a commercially reasonable manner.  If the parties are unable to resolve such
conflicts, then the provisions of this Agreement shall control, provided,
that the provisions of Exhibit B shall control over the provisions of
the Agreement and any other Exhibits. 
In the event of any conflict between the provisions of this Agreement
and any PSA, the provisions of this Agreement shall control.


 


21.10       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.


 


32

















 


21.11       Remedies Not
Exclusive.  No remedy herein
conferred upon or reserved to a party is intended to be exclusive of any other
remedy available at law or in equity, but each and every such remedy shall be
cumulative and shall be in addition to every other remedy given under this
Agreement or now or hereafter existing at law or in equity, by statute or
otherwise.


 


21.12       Dispute Resolution.  Any dispute, controversy or claim arising
out of or relating to this Agreement or any related PSA, or the validity,
interpretation, breach or termination of any provision of this or PSA shall be
resolved in accordance with the dispute resolution process set forth in Exhibit
G hereof.


 


21.13       Language.  All PSAs, documents, exhibits, schedules,
deliverable items, notices and communications of any kind relating to this
Agreement and the PSAs shall be made in the English language.


 


21.14       Survival.  The following sections of this Agreement
shall survive termination of this Agreement and any PSA:


 


	
  9.0

  	
   

  	
  Obligations on Expiration and Termination

  
	
  11.0

  	
   

  	
  Confidentiality

  
	
  12.0

  	
   

  	
  Indemnities 

  
	
  13.0

  	
   

  	
  Limitation of Liability 

  
	
  16.0

  	
   

  	
  Notices

  
	
  17.0

  	
   

  	
  Intellectual Property

  
	
  18.0

  	
   

  	
  Miscellaneous

  



 


22.0         Attachments.


 


The following Exhibits are attached hereto and are
incorporated into this Agreement:


 


	
  Exhibit A

  	
  Definitions

  
	
  Exhibit B

  	
  Local Modifications to Master Agreement

  
	
  Exhibit C

  	
  Form of PSA

  
	
  Exhibit D

  	
  BCP/DRP Plans

  
	
  Exhibit E

  	
  Security Procedures

  
	
  Exhibit F

  	
  Pricing Template

  
	
  Exhibit G

  	
  Dispute Resolution

  
	
  Exhibit H

  	
  Carve-Out Option

  
	
  Exhibit I

  	
  Intellectual Property

  
	
  Exhibit J

  	
  Business Associate Addendum

  
	
  Exhibit K

  	
  Change Control Procedure

  
	
  Exhibit L

  	
  MOAs and PSAs

  



 


33

















 


IN WITNESS WHEREOF, the parties have caused this
Agreement to be signed by their duly authorized representatives as of the date
first written above.


 


	
   

  	
  First Colony Life Insurance Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GE Capital International Services

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
						



 


34

















 


EXHIBIT A


 


Definitions


 


“Action” means any demand,
action, claim, dispute, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any
federal, state, local, foreign or international Government Authority or any
arbitration or mediation tribunal.


 


“Addendum” means the terms which
are supplemental to and/or deviate from this Agreement as set forth in Exhibit
B.


 


“Agreement” means this
Agreement, as amended and/or supplemented as set forth in Exhibit A, together with the other Exhibits and Schedules
hereto.


 


“Affiliate” means (and,
with a correlative meaning, “affiliated”) means, with respect to any
Person, any direct or indirect subsidiary of such Person, and any other Person
that directly, or through one or more intermediaries, controls or is controlled
by or is under common control with such first Person; provided, however,
that from and after the Execution Date, no member of the Genworth Group shall
be deemed an Affiliate of any member of the GE Group for purposes of this
Agreement and no member of the GE Group shall be deemed an Affiliate of any
member of the Genworth Group for purposes of this Agreement.  As used in this definition, “control”
(including with correlative meanings, “controlled by” and “under
common control with”) means possession, directly or indirectly, of power to
direct or cause the direction of management or policies or the power to appoint
and remove a majority of directors (whether through ownership of securities or
partnership or other ownership interests, by contract or otherwise).


 


“After Tax Basis” shall have the
meaning given in Section (c) hereof.


 


“Appraiser” shall have the
meaning given in Exhibit A


 


Bankruptcy Code” has the meaning set forth in Section
2.04 of Exhibit I.


 


“Base Cost” shall be PROVIDER’s actual direct cost of
providing the Services reasonably and equitably determined to be attributable
to CUSTOMER by PROVIDER for each year.  The elements of PROVIDER’s direct cost are described in the
attached Exhibit L, and shall take into account productivity gains or
losses.


 


“Baseline Charges” has the meaning set forth in Section
2.1.


 


“Baseline FTEs” means the number of Dedicated FTEs employed
by PROVIDER and its Affiliates to perform the Services under all of the MOAs as
of the Execution Date, as agreed upon by the parties.  Upon the occurrence of any event that reduces the number of
Dedicated FTEs employed by PROVIDER to perform Services under the MOAs
(including any transfer by PROVIDER of operations, but excluding the effects of
productivity improvements), other than at the direction of any member of the
Genworth Group, the Baseline FTEs shall be reduced to


 

















 


reflect the reduction in the numbers and classes of
Dedicated Employees affected by such change.


 


“Baseline Customer-Controllable Revenues” means the
budgeted aggregate Compensation and Benefits expense (as defined in Exhibit
F) of the Baseline FTEs for the first twelve months of the Initial Term, as
agreed upon by the parties.  Upon the
occurrence of any event that reduces the number of Dedicated FTEs employed by
PROVIDER to perform Services under the MOAs (including any transfer by PROVIDER
of operations, but excluding the effects of productivity improvements), other
than at the direction of any member of the Genworth Group, the Baseline
Customer-Controllable Revenues shall be reduced to reflect the reduction in the
numbers and classes of Dedicated Employees affected by such change.


 


“BCP/DRP Plans” shall have the meaning given such term
in Section 1.2 hereof.


 


“Carve-Out” means the process set forth in Exhibit
H commencing upon the election by CUSTOMER of the Carve-Out Option.


 


“Carve-Out Conditions” shall have the meaning given such
term in Exhibit H hereof.


 


“Carve-Out Option” shall have the meaning given in Section
9.2 hereof.


 


“Carve-Out Resources” shall have the meaning given
such term in Exhibit H hereof.


 


“Change Control Procedure” means the procedure set
forth in Section 19.0 and Exhibit H for amending the
Agreement including (i) a change to the scope of the Services, Dedicated
FTEs, Performance Standards, or Charges under any Transaction Document,
(ii) a change to the Exhibits or Schedules to this Agreement, (iii) the
addition of New Services, (iv) a change to the features, functionality,
scalability or performance of the Services, and (v) any other change to the
terms of this Agreement or PSA.


 


“Change of Control” (of CUSTOMER) means any (i)
consolidation or merger of GENWORTH with or into another entity or entities
(whether or not GENWORTH is the surviving entity), excluding any such
consolidation or merger with or into an Affiliate of GENWORTH or GE or an
Affiliate of GE, (ii) any sale or transfer by GENWORTH of fifty percent (50%)
or more of its assets, excluding any such sale to an Affiliate of GENWORTH or
to GE or an Affiliate of GE, (iii) any sale, transfer or issuance or series of
sales, transfers or issuances of shares or other voting securities of GENWORTH
by GENWORTH or the holders thereof, as a result of which one holder, or a group
of holders acting in concert (other than GE or an Affiliate of GE), acquires
the voting power (under ordinary circumstances) to elect a majority of the
directors of GENWORTH.  Notwithstanding
the foregoing, no transaction of the type described in clauses (i), (ii) or
(iii) of this Section shall constitute a Change of Control if, as of
immediately following such transaction, persons that possess the voting power
(under ordinary circumstances) to elect a majority of the directors of GENWORTH
as of immediately prior to such transaction continue to hold (directly or
indirectly) such voting power.


 


A-2

















 


“Change of Control” (of PROVIDER) shall have the
meaning given such term in Exhibit H hereof.


 


“Change Order” means a document that amends the
Agreement, including the changes described in (i) through (v) of the definition
of “Change Control Procedure,” executed pursuant to the Change Control Procedure,
in substantially the form set forth in Exhibit H.


 


“Change Order Request” has the meaning given in Section
19.0 hereof.


 


“Charges” shall have the meaning given such term in Section
2.1


 


“Common Termination Date” shall
have the meaning given such term in Section 7.1 hereof.


 


“Contract Year” means the
calendar year or any portion thereof (e.g. the initial Contract Year shall be
the period from the Execution Date through December 31, 2004).


 


“Cost Factor” shall have the
meaning given such term in Section 2.2 hereof.


 


“CPR” shall have the meaning
given such term in Exhibit G hereof.


 


“CPR Arbitration Rules” shall
have the meaning given such term in Exhibit G hereof.


 


“CUSTOMER Confidential Information” shall have the
meaning given such term in Section 11.1 hereof.


 


“Customer-Controllable Revenue” means the aggregate
salaries of the Dedicated FTEs.


 


“CUSTOMER Licensed Technology” means all Technology
and Intellectual Property owned by CUSTOMER or its Affiliates and provided to
PROVIDER (or its authorized subcontractors in accordance with Section 10)
by CUSTOMER or its Affiliates for use or necessary for use in the provision of
the Services (which, for the avoidance of doubt, does not include any
Technology or Intellectual Property owned by a third party). CUSTOMER Licensed
Technology shall include Technology or Intellectual Property developed by
PROVIDER (or its authorized subcontractors in accordance with Section 10)
and owned by CUSTOMER, except as otherwise provided in the Agreement or any PSA
relating to such developed Technology or Intellectual Property.


 


“Dedicated FTEs” shall mean the full-time equivalent
employees, including supervisors, direct support personnel (e.g. trainers) and
other members of the PROVIDER management identified and agreed to by CUSTOMER,
dedicated to the performance of the Services from time to time.


 


“Delayed Transfer Legal Entities” means Financial
Assurance Company Limited, Financial Insurance Company Limited, Consolidated
Insurance Group Limited, GE Financial Assurance Compania de Seguros y
Reaseguros de Vida SA and GE Financial Insurance Compania de Seguros y
Reaseguros SA.


 


“Direct Damages” means actual, direct damages incurred
by the claiming party which include, by way of example (a) erroneous
payments made by PROVIDER or CUSTOMER as a result of a


 


A-3

















 


failure by PROVIDER to perform its obligations under
an MOA or PSA, (b) the costs to correct any deficiencies in the Services, (c)
the costs incurred by CUSTOMER to transition to another provider of Services
and/or to take some or all of such functions and responsibilities in-house,
(d) the difference in the amounts to be paid to PROVIDER hereunder and the
charges to be paid to such other provider and/or the costs of providing such
functions, responsibilities and tasks in-house, and (e) similar
damages.  “Direct Damages” shall not
include, and neither party or its Affiliates shall be liable for, any indirect,
special, incidental, exemplary, punitive or consequential damages (including,
without limitation, any loss of data or records, lost profits or other economic
loss) arising out of its breach, negligence or any of the Excluded Matters,
even if the other party or its Affiliates have been advised of the possibility
of or could have foreseen such damages, provided that any such damages relating
to a Third Party Claim shall be considered Direct Damages.  For the avoidance of doubt, PROVIDER shall
remain liable for all Direct Damages regardless of whether such damages are the
subject of any reinsurance arrangement entered into by CUSTOMER.  Direct
Damages shall be calculated and paid on an After-Tax Basis, net of Insurance
Proceeds, in the manner described in Section 12.3.


 


“Discount Factor” shall have the meaning given such
term in Sections 2.2 and 2.4 hereof.


 


“Dispute” shall have the meaning given such term in Exhibit
G hereof.


 


“Excluded Matters” shall have the meaning given such
term in Section 13.3 hereof.


 


“Excluded Matters Cap” shall have the meaning given
such term in Section 13.3 hereof.


 


“Execution Date” means the date of this Agreement as
set forth on the first page hereof.


 


“Facility” shall have the meaning given such term in Exhibit
H hereof.


 


“Fair Market Value” shall have the meaning given such
term in Exhibit H hereof.


 


“Force Majeure” means, with respect to a party, an
event beyond the control of such party (or any Person acting on its behalf),
which by its nature could not have been foreseen by such party (or such
Person), or, if it could have been foreseen, was unavoidable, and includes,
without limitation, acts of God, storms, floods, riots, fires, sabotage, civil
commotion or civil unrest, interference by civil or military authorities, acts
of war (declared or undeclared) or armed hostilities or other national or international
calamity or one or more acts of terrorism or failure of energy sources.


 


“GAAP” means generally accepted accounting principles
prevailing from time to time in the applicable jurisdiction.


 


“GE” means General Electric Company.


 


“GE Group” means GE and each Person (other than any
member of the Genworth Group) that is an Affiliate of GE immediately after the
Execution Date.


 


“Genworth” shall have the meaning given such term in
the recitals of this Agreement.


 


A-4

















 


“Genworth Business” means the businesses of (a) the
members of the Genworth Group; (b) GEFAHI; (c) the Delayed Transfer Legal
Entities and (d) those terminated, divested or discontinued businesses of the
members of Genworth Group, other than those listed on Schedule A-1.


 


“Genworth Common Stock” means the Class A Common
Stock, $0.0001 par value per share and the Class B Common Stock, $0.0001 par
value per share, of Genworth.


 


“Genworth Group” means Genworth, each Subsidiary of
Genworth immediately after the Execution Date and each other Person that is
either controlled directly or indirectly by Genworth immediately after the
Execution Date; provided, that certain assets referred to by the parties as
“Delayed Transfer Asset,” that are transferred to Genworth at any time
following the Closing shall, to the extent applicable, be considered part of
the Genworth Group for all purposes of this Agreement.


 


“Genworth Records Management Policies” means the
Genworth Records Management Policy adopted by Genworth and provided to GECIS,  as amended from time to time.


 


“Governmental Authority” means any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government, including any governmental authority, agency,
department, board, commission or instrumentality whether federal, state, local
or foreign (or any political subdivision thereof), and any tribunal, court or
arbitrator(s) of competent jurisdiction.


 


“Hardware” shall have the meaning given such term in Exhibit
H hereof.


 


“HIPPA” shall have the meaning given such term in Exhibit
J hereof.


 


“Improvement”  means
any modification, derivative work or improvement of any Technology.


 


“Indemnity Payment” shall have the meaning given such
term in Section 12.3 hereof.


 


“Indemnified Party” shall have the meaning given such
term in Section 12.3 hereof.


 


“Indemnifying Party” shall have the meaning given such
term in Section 12.3 hereof.


 


“Information” means information, whether or not
patentable or copyrightable, in written, oral, electronic or other tangible or
intangible forms, stored in any medium, including studies, reports, records,
books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how,
techniques, designs, specifications, drawings, blueprints, diagrams, models,
prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes,
computer programs or other software, marketing plans, customer names,
communications by or to attorneys (including attorney-client privileged communications),
memoranda and other materials prepared by attorneys or under their direction
(including attorney work product), and other technical, financial, employee or
business information or data, including customer and/or consumer non-public
personal financial information, non-public health information and protected
health information as defined by applicable Law.


 


A-5

















 


“Initial Notice” shall have the meaning given such
term in Exhibit G hereof.


 


“Initial Term” shall have the meaning given such term
in Section 5.1 hereof.


 


“Insurance Proceeds” means those monies: (a) received
by an insured from an insurance carrier; (b) paid by an insurance carrier on
behalf of the insured; or (c) received (including by way of set off) from any
third party in the nature of insurance, contribution or indemnification in
respect of any Liability; in any such case net of any applicable premium
adjustments (including reserves and retrospectively rated premium adjustments)
and net of any costs or expenses incurred in the collection thereof.


 


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


 


“Key Employee” shall have the meaning given in Section
20.3 hereof.


 


“Law” means any federal, state, local or foreign law
(including common law), statute, code, ordinance, rule, regulation, order or
other requirement enacted, promulgated, issued or entered by a Governmental
Authority, including without limitation, the Gramm-Leach-Bliley Act, its
implementing regulations, applicable state privacy laws, and HIPPA.


 


“Liabilities” shall have the meaning given such term
in Section 12.1.


 


“Licensed Products and Services” means those products
and services that use, practice or incorporate the Licensor’s Intellectual
Property or Technology.


 


“Licensee” means a Person receiving a license or
sublicense under Exhibit I.


 


“Licensor” means a Person granting a license or
sublicense under Exhibit I.


 


A-6

















 


“Mission Critical” operations shall mean those
operations identified by CUSTOMER from time to time as mission critical in one
(1) or more written notices to PROVIDER.


 


“MOAs” means (i) all of the Amended and Restated
Master Outsourcing Agreements entered into between Affiliates of Genworth and
PROVIDER in connection with that certain Outsourcing Services Separation
Agreement dated
                ,
2004 between Genworth, PROVIDER, General Electric Company and General Electric
Capital Corporation, and (ii) all PSAs executed pursuant to such Amended and
Restated Master Outsourcing Agreements, all as identified by the parties as of
the Execution Date.


 


“New Provider Materials” means all Software first used
by PROVIDER or its Affiliates or their Representatives in performing the
Services after [the Execution Date].


 


“New Services” shall have the meaning given such term
in Section 1.7 hereof.


 


“Non-exclusive Employees” shall have the meaning given
such term in Exhibit H hereof.


 


“Notification Date” shall have the meaning given such
term in Section 7.2 hereof.


 


“Payment Date” shall have the meaning given such term
in Section 3.5 hereof.


 


“Payment Default Notice” shall have the meaning given
such term in Section 3.5 hereof.


 


“Performance Standards” means the performance
requirements for PROVIDER set forth in any PSA.


 


“Person” means any individual, corporation,
partnership, firm, joint venture, association, joint-stock company, trust,
unincorporated organization, governmental authority or other entity.


 


“PROVIDER Licensed Technology” means all Technology
and Intellectual Property owned by PROVIDER or its Affiliates and used in the
provision of the Services under the Agreement and PSAs (which, for the
avoidance of doubt, does not include any Technology or Intellectual Property
owned by a third party).


 


“PROVIDER Confidential Information” has the meaning
given such term in Section 11.2 hereof.


 


“PROVIDER Divestiture” shall have the meaning given
such term in Section 1.6 hereof.


 


“PROVIDER Employees” shall have the meaning given such
term in Exhibit H hereof.


 


“PSA(s)” means the Project Specific Agreements entered
into between the parties under the original Master Outsourcing Agreement and
hereafter and certain other services agreements entered into between the
parties, all of which are and shall be listed on Exhibit G hereof.


 


“Renewal Period” shall have the meaning given such
term in Section 5.2 hereof.


 


A-7

















 


“Response” shall have the meaning given such term in Exhibit
G hereof.


 


“SAP” means statutory accounting practices mandated by
state law or regulation.


 


 “Service
Hours” shall have the meaning given such term in Section 6.1 hereof.


 


“Services” means (a) any services described in a PSA,
(b) the services described in the BCP/DRP Plans, and (c) any other
functions, responsibilities, tasks not specifically described in the Agreement
or PSA which are required for the proper performance of and provision of the
above services, or are an inherent part of, or necessary subpart included
within, such services.


 


“Services Transfer Assistance” shall have the meaning
given such term in Section 9.1 hereof.


 


“Simple Breach Cap” shall have the meaning given such
term in Section 13.2 hereof.


 


“Software” means the object and source code versions
of computer programs and associated documentation, training materials and
configurations to use and modify such programs, including programmer,
administrator, end user and other documentation.


 


“Subsidiary” or “subsidiary” means, with respect to
any Person, any corporation, limited liability company, joint venture or
partnership of which such Person (a) beneficially owns, either directly or
indirectly, more than fifty percent (50%) of (i) the total combined voting
power of all classes of voting securities of such entity, (ii) the total
combined equity interests, or (iii) the capital or profit interests, in the
case of a partnership; or (b) otherwise has the power to vote, either directly
or indirectly, sufficient securities to elect a majority of the board of
directors or similar governing body.


 


“System” shall have the meaning given such term in Section
6.1 hereof.


 


“Taxes” shall have the meaning given such term in Section
2.6 hereof.


 


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


 


“Third Party Agreements” shall have the meaning given
such term in Exhibit H hereof.


 


“Third Party Claim” shall have the meaning given such
term in Section 12.1 hereof.


 


“Third Party Software” shall have the meaning given
such term in Exhibit H hereof.


 


“Trigger Date” means the first date on which members
of the GE Group cease to beneficially own (excluding for such purposes shares
of Genworth Common Stock beneficially owned by GE but not for its own account,
including (in such exclusion) beneficial ownership which arises by virtue of
some entity that is an Affiliate of GE being a sponsor of or advisor to a
mutual or


 


A-8

















 


similar fund that beneficially owns shares of Genworth
Common Stock) more than fifty percent (50%) of the outstanding Genworth Common
Stock.


 


“Volume Reduction Date” means the date on which either
(i) the number of Dedicated FTEs used by PROVIDER to perform the Services for
CUSTOMER and its Affiliates under all of the MOAs, or (ii) the annualized
Customer-Controllable Revenues relating to Dedicated FTEs performing Services
for CUSTOMER and its Affiliates under all of the MOAs are less than fifty
percent (50%) of the Baseline FTEs or Baseline Customer-Controllable Revenues,
respectively.


 


A-9

















 


Schedule
A-1


 


Discontinued Businesses


 


GE Property &
Casualty Insurance Company


GE Casualty
Insurance Company


GE Indemnity
Insurance Company


GE Auto & Home
Assurance Company


Bayside Casualty Insurance Company


 

















 


EXHIBIT B


 


Local Modifications to
Master Agreement


 


None


 

















 


EXHIBIT
C


 


Form
of PSA


 


PROJECT SPECIFIC AGREEMENT


 


This Project Specific Agreement (“PSA”) is entered
into on               ,
200   by [NAME] (hereafter
“CUSTOMER”) and [GE Capital International
Services] (hereafter “PROVIDER”).


 


WHEREAS, CUSTOMER
and PROVIDER are parties to that certain Amended and Restated Master
Outsourcing Agreement between CUSTOMER and PROVIDER dated             ,
200   (“ARMOA”);


 


WHEREAS, CUSTOMER
now desires that PROVIDER provide certain services to CUSTOMER and PROVIDER
desires to provide such services pursuant to the terms of the ARMOA;


 


WHEREAS, this PSA
defines certain rights and liabilities of the parties with respect to [Insert general Project Name or Type of Service];
and


 


WHEREAS,
capitalized terms used herein and not defined shall have the meaning given such
terms in the ARMOA.


 


NOW THEREFORE, in
consideration of the premises, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:


 


(1)   Incorporation of ARMOA by
Reference. 
The provisions of the ARMOA are hereby incorporated in their entirety
into this PSA by reference.


 


The ARMOA
provides substantive terms that the parties agree will govern and define their
rights and liabilities in this PSA.  The
ARMOA defines many fundamental provisions including, but not limited to, a
description of the conditions under which the parties may terminate this PSA,
confidentiality requirements, contractual remedies, limitations on assignment
and subcontracting, indemnification rights, intellectual property rules,
limitation of liability, particular representations and warranties made by the
parties, and jurisdictional issues.  The
PSA shall be governed by the terms and conditions stated in the ARMOA.


 


The provisions
of this PSA set forth below describe the term of this PSA, the Services to be
performed, performance standards, if any, fees that may be charged, regulatory
rules applicable to the Services, and other particulars not otherwise described
in the ARMOA.


 


In the event
of any conflict between the provisions of the ARMOA and this PSA, the ARMOA
shall control.  The parties to this PSA
may deviate from any terms


 

















 


and conditions
of the ARMOA, only to the extent that the ARMOA permits such deviation.
Otherwise, such deviations are not permissible.


 


(2)   Term.  This PSA shall commence on the
execution date of this PSA and shall continue for so long as the ARMOA is
effective.  [The PSA should
run concurrently with the ARMOA unless the parties agree otherwise.]


 


(3)   Description of Services.


 


(a)   The services to be performed by
PROVIDER are described below and in Exhibit A to this PSA (the
“Services”).  The Services will be
performed with the oversight of and in conjunction with the offices of CUSTOMER
located in the United States of America.


 


(b)   Services generally shall be
performed by PROVIDER at certain times of the day to provide for reasonable
overlap of common working hours between PROVIDER and CUSTOMER.


 


(c)   [To the extent CUSTOMER requires specific back-up
requirements for records constituting CUSTOMER’s books of account, such
requirements should be inserted in this Section 3, or if such requirements are
regulatory in nature, in Section 6 below. 
The inclusion of specific back-up requirements may increase the Baseline
Charges for the Services.]


 


(4)   Performance Standards.


 


(a)   PROVIDER shall perform the
Services in conformance with CUSTOMER’s guidelines and procedures for the
Services as agreed to by the parties and attached as Schedule
    .


 


(b)   [Section 4.1 of the ARMOA contemplates the insertion
of Performance Standards, if any, for the Services.  Insert any additional Performance Standards applicable to this
PSA as new subsections of this Section 4 or as a new Schedule to this PSA.]


 


(c)   [Section 4.2 of the ARMOA contemplates measuring the
Performance Standards monthly, but allows for deviations.  If different measurement periods are
desired, such should be inserted in this Section 4.]


 


C-2

















 


(5)   Fees.


 


(a)   CUSTOMER agrees to
pay the following Baseline Charges to PROVIDER for performance of the
Services:  [Insert FTE rate].  [Please note
that Exhibit A to the ARMOA requires Baseline Charges for new PSAs to be
defined in each PSA.  The Baseline
Charges must be an FTE rate to avoid problems with the pricing adjustment,
volume reduction and non-compete provisions of the ARMOA.]


 


At the time of execution
of the PSA, the parties expect that      no. of FTEs will
be required to complete the Services. 
The volume of services required under this PSA may increase during the
term of the PSA.  In case the volume
increases during the term, the parties may agree to increase the number of FTEs
providing the Services under the PSA, provided that such number will not exceed
              .  [Insert the maximum cap of FTE
here. The number of FTEs may be changed outside this range in accordance with
the Change Control Procedure in Section 19.0 of the ARMOA.]


 


(b)   [To the extent the fee
structure is subject to regulation and the applicable requirements are not
addressed in the ARMOA, include such requirements here.  For instance, certain existing PSAs require
PROVIDER to satisfy certain expense and cost allocation requirements, such as
New York Insurance Department Regulation No. 33].


 


(6)   Regulatory Matters.


 


(a)   PROVIDER shall (i) assist and
cooperate with CUSTOMER with respect to any regulatory examination or
investigation of CUSTOMER or legal proceeding involving CUSTOMER, (ii) make
available personnel with detailed knowledge of the Services to meet with
CUSTOMER or any regulatory agency with jurisdiction over CUSTOMER at such place
as may be requested by CUSTOMER or such regulatory agency, and (iii) employ a
compliance officer to monitor the performance of the Services.


 


(b)   [Section 4.3 of the ARMOA requires PROVIDER to perform
the Services in compliance with all applicable Laws, stock exchange rules or
generally accepted, statutory or regulatory accounting or actuarial principles
specified in a PSA.  Therefore, any
specific rules that CUSTOMER must require PROVIDER to


 


C-3

















 


comply with in performing the
Services should be set forth in this Section 6.  For instance, an existing PSA requires that: “CUSTOMER records
must be maintained by PROVIDER and CUSTOMER in accordance with applicable laws
and regulations including, but not limited to, New York Insurance Department
Regulation No. 152 (11 NYCRR
Part 243).” However, please review Exhibit B to the ARMOA to ensure the
specific rules have not already been included there.] Customer shall have the
responsibility to inform the Provider about specific compliance and/ or
regulatory requirements that the Provider needs to comply with and provide
regular updates and training regarding the same.


 


(7)   Remedies.  [Insert additional remedies, if any, agreed
to by the parties.  See Section 4.4 of
the ARMOA.]


 


(8)   Intellectual Property


 


(a)   [Under Section 1.02 of Exhibit I to the ARMOA,
all Technology and Intellectual Property developed jointly by the parties will
be owned by PROVIDER.  However, the
parties may agree otherwise in a PSA. 
Therefore, any deviations from this rule should be specified in this
Section 8.]


 


(b)   [Schedule I-1 of Exhibit I to the ARMOA
contains a list of Technology and Intellectual Property which may not be
sublicensed, assigned or otherwise provided to a third party by CUSTOMER
without the written consent of General Electric Company.  Section 2.01(e) of Exhibit I to the
ARMOA allows the parties to add additional intellectual property to this list
for a particular PSA.]


 


(c)   [Section 2.02(e) of Exhibit I to the ARMOA
states that PROVIDER will have no license to any CUSTOMER Licensed Technology
following the termination of the ARMOA or any related PSA, unless the ARMOA or
PSA provides otherwise.  Therefore, to
the extent the parties desire that PROVIDER continue to license certain
CUSTOMER Licensed Technology after termination, this should be inserted in this
Section 8.]


 


C-4

















 


(d)   [Section 5.03(a) of Exhibit I to the ARMOA
states that CUSTOMER, on behalf of itself and its Affiliates, assumes all risk
and liability with their use of the PROVIDER Licensed Technology, subject to
any exclusions set forth in the ARMOA or PSA. 
Therefore, any exclusions to this rule should be inserted in this
Section 8.]


 


(e)   [Section 5.03(b) of Exhibit I to the ARMOA states
that PROVIDER, on behalf of itself and its Affiliates, assumes all risk and
liability with their use of the CUSTOMER Licensed Technology, subject to any
exclusions set forth in the ARMOA or PSA. 
Therefore, any exclusions to this rule should be inserted in this
Section 8.]


 


(f)    [Section 5.04 of Exhibit I to the ARMOA states that the parties
may agree in any PSA to amend the terms and conditions of licenses granted
under Exhibit I to the ARMOA. 
Therefore, any additional or different licensing terms should be
included in this Section 8.]


 


(9)   Other Matters.


 


(a)   Provider will have
access to the System during the following time periods: [Insert time periods]
(“Service Hours”).  [Please refer to Section 6.1 of the ARMOA which
contemplates that each PSA will define the “Service Hours” applicable to such
PSA.  CUSTOMER may also desire to define
the parameters or scope of “access” in this Section 9 of the PSA.]


 


(b)   [Section 16.0 of the ARMOA contains notice information
for the parties.  If representatives at
the PSA level are different than the ARMOA level representatives, the parties
should consider inserting additional notice information under this Section 9.]


 


(c)   If known, the process owners
for each party should be inserted into this Section 9.


 


(d)   PROVIDER represents and
warrants to CUSTOMER that


 


(i)    PROVIDER has the necessary
power and authority to execute, deliver and perform its


 


C-5

















 


obligations under this
PSA and this PSA has been or will be duly executed and delivered by PROVIDER
and constitutes or will constitute the valid and binding agreement of PROVIDER,
enforceable in accordance with its terms; and


 


(ii)   The execution and delivery of
this PSA by PROVIDER and the consummation by PROVIDER of the transactions
herein contemplated will not contravene any provision of applicable Law, and
will not constitute a breach of or default under any agreement or other
instrument or any decree, judgment or order to which PROVIDER is currently a
party or by which PROVIDER is bound.


 


(e)   CUSTOMER represents and
warrants to PROVIDER that


 


(i)    CUSTOMER has the necessary
power and authority to execute, deliver and perform its obligations under this
PSA and this PSA has been or will be duly executed and delivered by CUSTOMER
and constitutes or will constitute the valid and binding agreement of CUSTOMER,
enforceable in accordance with its terms; and


 


(ii)   The execution and delivery of
this PSA by CUSTOMER and the consummation by CUSTOMER of the transactions
herein contemplated will not contravene any provision of applicable Law, and
will not constitute a breach of or default under any agreement or other
instrument or any decree, judgment or order to which CUSTOMER is currently a
party or by which CUSTOMER is bound.


 


(10)         FURTHER,
THE PARTIES AGREE THAT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
BETWEEN THE PARTIES RELATING TO THIS SUBJECT SHALL CONSIST OF 1) THIS PSA AND
2) THE ARMOA, INCLUDING AMENDMENTS TO THOSE DOCUMENTS FROM TIME TO TIME
EXECUTED BY THE PARTIES.  THIS STATEMENT
OF THE AGREEMENT BETWEEN THE PARTIES SUPERSEDES ALL PROPOSALS OR OTHER PRIOR
AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE


 


C-6

















 


PARTIES RELATING TO THE SUBJECT DESCRIBED HEREIN.


 


[signatures appear on the
following page]


 


C-7

















 


IN WITNESS WHEREOF,
authorized representatives of the parties have duly executed this PSA, as of
the day and year first written above.


 


 


[CUSTOMER
ENTITY]


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [GE
  CAPITAL INTERNATIONAL SERVICES]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
							



 


C-8

















 


Exhibit
A


 


Services


 


C-9

















 


EXHIBIT D


 


BCP/DRP Plans


 


As of the Execution Date, CUSTOMER has identified the operational
processes set forth in the table below as “Mission Critical” with respect to
the Services provided under all of the MOAs. 
PROVIDER shall provide under this Agreement the Services described in
the referenced BCP/DR Plans to the extent the related processes are included
within the Services performed under this Agreement.  The references to the BCP/DR Plans set forth in the table below
include such BCP/DR Plans as they may be amended or supplemented from time to
time by agreement of the parties.


 


	
  Business

  	
   

  	
  Process ID

  	
   

  	
  BCP/DR

  Plan Reference

  
	
  GEMICO

  	
   

  	
  2052

  	
   

  	
  *

  
	
  GEMICO

  	
   

  	
  2051

  	
   

  	
  *

  
	
  GEMICO

  	
   

  	
  2050

  	
   

  	
  *

  
	
  GEMICO

  	
   

  	
  2049

  	
   

  	
  *

  
	
  GEMICO

  	
   

  	
  2048

  	
   

  	
  *

  
	
  GEMICO

  	
   

  	
  2047

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  2627

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1761

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1284

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1969

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1754

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1747

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1746

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1745

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1744

  	
   

  	
  *

  



 

















 


	
  GEFA

  	
   

  	
  1272

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1991

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  2658

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  3145

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1266

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1741

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  2311

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1739

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1962

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  2491

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1243

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1257

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  2246

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1960

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1759

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  3381

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  3384

  	
   

  	
  *

  



 












*As provided by PROVIDER to CUSTOMER by email from
           to
              
on                   ,
2004.


 


D-2

















 


EXHIBIT E


 


Security Procedures


 


After the Execution Date, Provider shall comply with (i) the security
procedures and policies generally applicable within the General Electric
Company and its subsidiaries and as observed by PROVIDER immediately prior to
the Execution Date, and (ii) such other security procedures and policies as
CUSTOMER may direct, provided, that GECIS shall be entitled to recover its cost
of complying with such procedures and policies as part of the Charges for the
Services established pursuant to Section 2 and Schedule F.


 

















 


EXHIBIT F


 


Pricing Template


 


 


GE
Capital International Services


 


**


 

















 


EXHIBIT G


 


Dispute Resolution


 


The following provisions shall govern any Dispute
arising under the Agreement or the PSAs:


 


1.1           General
Provisions.


 


(a)           Any
dispute, controversy or claim arising out of or relating to this Agreement or
any PSA, or the validity, interpretation, breach or termination thereof (a
“Dispute”), shall be resolved in accordance with the procedures set forth in
this Exhibit G, which shall be the sole and exclusive procedures for the
resolution of any such Dispute unless otherwise specified below.


 


(b)           Commencing
with a request contemplated by Section 1.2 set forth below, all
communications between the parties or their representatives in connection with
the attempted resolution of any Dispute, including any mediator’s evaluation
referred to in Section 1.3 set forth below, shall be deemed to have
been delivered in furtherance of a Dispute settlement and 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 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 G are
pending.  The parties will take such
action, if any, required to effectuate such tolling.


 


1.2           Consideration
by Senior Executives.


 


If a Dispute is not resolved in the normal course of
business at the operational level, the parties shall attempt in good faith to
resolve such Dispute by negotiation between executives who hold, at a minimum,
the office of President and CEO of the respective business entities involved in
such Dispute.  Either party may initiate
the executive negotiation process by providing a written notice to the other
(the “Initial Notice”).  Fifteen (15)
days after delivery of the Initial Notice, the receiving party shall submit to
the other a written response (the “Response”). 
The Initial Notice and the Response shall include (i) a statement of the
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 thirty (30) days of the date of the
Initial Notice to seek a resolution of the Dispute.


 


1.3           Mediation.


 


If a Dispute is not resolved by negotiation as
provided in Section 1.2 within forty-five (45) days from the
delivery of the Initial Notice, then either party may submit the Dispute for
resolution by mediation pursuant to the CPR Institute for Dispute Resolution
(the “CPR”) 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 Dispute and the parties’ relative positions.


 


1.4           Arbitration.


 


(a)           If
a 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 Dispute to be finally
resolved by arbitration pursuant to the CPR Rules for Non-Administered
Arbitration as then in effect (the “CPR Arbitration Rules”).  The parties consent to a single, consolidated
arbitration for all known Disputes existing at the time of the arbitration and
for which arbitration is permitted.


 


(b)           The
neutral organization for purposes of the CPR Arbitration Rules will be the CPR.
The arbitral tribunal shall be composed of three arbitrators, of whom each
party shall appoint one in accordance with the “screened” appointment procedure
provided in Rule 5.4 of the CPR Arbitration Rules.  The arbitration shall be conducted in New York City.  Each party shall be permitted to present its
case, witnesses and evidence, if any, in the presence of the other party.  A written transcript of the proceedings
shall be made and furnished to the parties. 
The arbitrators shall determine the Dispute in accordance with the law
of the State of New York, without giving effect to any conflict of law rules or
other rules that might render such law inapplicable or unavailable, and shall
apply this Agreement, or the applicable MOA or PSA, according to its terms,
provided that the provisions relating to arbitration shall be governed by the
Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.


 


(c)           The
parties agree to be bound by any award or order resulting from any arbitration
conducted in accordance with this Section 1.4 and further agree
that judgment on any award or order resulting from an arbitration conducted
under this Section 1.4 may be entered and enforced in any court
having jurisdiction thereof.


 


(d)           Except
as expressly permitted by this Agreement, no party will commence or voluntarily
participate in any court action or proceeding concerning a Dispute, except (i)
for enforcement as contemplated by Section 1.4(c) above, (ii) to
restrict or vacate an arbitral decision based on the grounds specified under
applicable law, or (iii) for interim relief as provided in paragraph (e) below.
For purposes of the foregoing, the parties hereto submit to the non-exclusive
jurisdiction of the courts of the State of New York.


 


G-2

















 


(e)           In
addition to the authority otherwise conferred on the arbitral tribunal, the
tribunal shall have the authority to make such orders for interim relief,
including injunctive relief, as it may deem just and equitable.  If the tribunal shall not have been
appointed, either party may seek interim relief from a court having
jurisdiction if the award to which the applicant may be entitled may be
rendered ineffectual without such interim relief.  Upon appointment of the tribunal following any grant of interim relief
by a court, the tribunal may affirm or disaffirm such relief, and the parties
will seek modification or rescission of the court action as necessary to accord
with the tribunal’s decision.


 


Each party will bear its own attorneys’ fees and costs
incurred in connection with the resolution of any Dispute in accordance with
this Exhibit G.


 


1.5           Continued
Performance.


 


The parties agree to continue to perform their
respective obligations under this Agreement and any related PSA during a
Dispute.


 


G-3

















 


EXHIBIT H


 


Carve-Out Option


 


1.0           Affected
Carve-Out Resources.  (a)  If the Carve-Out Option is exercised in
connection with any Carve-Out Condition other than a PROVIDER Divestiture, the
Carve-Out Option shall be exercisable for all, but not less than all, of the
Carve-Out Resources used by PROVIDER in connection with all of the
then-outstanding MOAs and related PSAs.


 


(b)           If
the Carve-Out Option is exercised in connection with a PROVIDER Divestiture,
the Carve-Out Option shall be exercisable for all, but not less than all, of
the Carve-Out Resources used by PROVIDER in connection with Services
transferred to the acquiror as part of the PROVIDER Divestiture.


 


2.0           Warranty.  As of the date hereof, PROVIDER represents
and warrants that to its knowledge there is no law or existing contractual
obligation of PROVIDER that would materially impair the exercise of the
Carve-Out Option by CUSTOMER with relation to any material Hardware,
Third-Party Software or PROVIDER Licensed Technology, or to any PROVIDER Employees,
except to the extent expressly disclosed to and approved in writing by
CUSTOMER.


 


3.0           Notice.
CUSTOMER shall notify PROVIDER of its exercise of the Carve-Out Option (i) at
the expiration of the Initial Term, within fifteen (15) days following the Notification
Date; (ii) within fifteen (15) days of notice to PROVIDER of its intent to
terminate the affected PSAs in the case of a Material Breach, (iii) within one
hundred twenty (120) days following a Change of Control of PROVIDER, and (iv)
within thirty (30) days of PROVIDER’s notice to CUSTOMER of a PROVIDER
Divestiture.


 


4.0           Consents.
CUSTOMER and PROVIDER shall cooperate with each other and shall use
commercially reasonable efforts to obtain any approvals, permissions, consents
or grants required for CUSTOMER to exercise the Carve-Out Option with relation
to all Carve-Out Resources, including Third Party Software and Third Party
Agreements.


 


5.0           No
Carve-Out Option for Acquiror.  No
acquiror of a business operation divested by CUSTOMER shall be entitled to
exercise the Carve-Out Option.


 


6.0           Definitions.
As used in this Exhibit H, the following capitalized terms shall have
the following meaning:


 


(a)           “PROVIDER”
refers to PROVIDER and each Affiliate of PROVIDER providing Services under any
MOA or PSA, as applicable.


 


(b)           “Carve-Out
Resources” refers to the Hardware, Third Party Software, PROVIDER Licensed
Technology, PROVIDER Employees, Third Party Agreements, and the Facility, to
the extent that they are severable and identifiable, as described below.


 

















 


(c)           “Carve-Out
Conditions” means (a) any Change in Control of PROVIDER, (b) a Material Breach,
(c) CUSTOMER’s becoming entitled to terminate the Agreement under Section 8.4
of the Agreement, (d) the expiration of the Initial Term, or (e) the occurrence
of a PROVIDER Divestiture.


 


For the purposes of this provision only, a “Material
Breach” shall refer to any breach or a series of breaches resulting in the
termination of one or more PSAs where: (i) such breach or breaches are material
and relate to Excluded Matters (other than matters involving the gross
negligence of PROVIDER), (ii) CUSTOMER is entitled to recover damages from
PROVIDER in excess of $2,000,000 relating to such breach or breaches, or (iii)
such PSAs accounted for ten percent (10%) or more of the aggregate billings by
PROVIDER to CUSTOMER and its Affiliates under all of the MOAs during the
immediately preceding twelve (12) months, provided, that any dispute as
to whether a matter constitutes a Material Breach shall be resolved pursuant to
the dispute resolution provisions set forth in Exhibit G and any
exercise of the Carve-Out Option by CUSTOMER based on any such matter shall be
deferred until such dispute is resolved.


 


(d)           A
“Change of Control” of PROVIDER means any (i) consolidation or merger of
PROVIDER with or into another entity or entities (whether or not PROVIDER is
the surviving entity), excluding any such consolidation or merger with or into
GE or an Affiliate of GE, (ii) any sale or transfer by PROVIDER of fifty
percent (50%) or more of its assets, excluding any such sale to GE or an
Affiliate of GE, (iii) any sale, transfer or issuance or series of sales,
transfers or issuances of shares or other voting securities of PROVIDER by
PROVIDER or the holders thereof, as a result of which one holder, or a group of
holders acting in concert (other than GE or an Affiliate of GE), acquires the
voting power (under ordinary circumstances) to elect a majority of the board of
directors (or similar managing group) of PROVIDER.  Notwithstanding the foregoing, no transaction of the type
described in clauses (i), (ii) or (iii) shall constitute a Change of Control of
PROVIDER if, as of immediately following such transaction, persons that possess
the voting power (under ordinary circumstances) to elect a majority of the
board of directors (or similar managing group) of PROVIDER as of immediately
prior to such transaction continue to hold (directly or indirectly) such voting
power.


 


(e)           “Fair
Market Value” shall mean the fair market value of the Carve-Out Resources as
proposed by CUSTOMER in its Carve-Out Option notice, served prior to the
Notification Date, and agreed by PROVIDER. In the event of disagreement between
the parties as to the fair market value of the Carve-Out Resources as specified
in the Carve-Out Option notice, the parties shall appoint one (1) appraiser
each and such two (2) appraisers will jointly appoint a third (3rd)
appraiser within thirty (30) days of such disagreement. Within sixty (60) days
of their appointment, the three (3) appraisers will each determine and certify
in writing the Fair Market Value of the Carve-Out Resources consistent with the
methodology described below.  The Fair
Market Value shall be the average of the three (3) appraised values, which
value shall be final and binding on the parties.  For the purposes of this provision, an appraiser shall be an
investment banker of international repute. 
Fair Market Value shall be determined by the appraisers pursuant to the
methodology set forth in Schedule H-1 to this Exhibit H .


 


7.0           Terms
and Conditions of Option.  If the
Carve-Out Option is exercised, the parties agree to consider in good faith and
agree upon commercially reasonable terms and conditions for


 


H-2

















 


the exercise of such option proposed by either party, including,
without limitation, the terms and conditions (A) to optimize the consequences
for both parties on their respective tax and regulatory positions (B) to
optimize the fulfillment of the obligations of PROVIDER to its employees, or
(C) to optimize the execution of the transition of the Carve-Out Resources from
PROVIDER to CUSTOMER or its designee, or (D) to optimize the transaction
structure, or combination of transaction structures, to minimize any adverse financial
impact to either party, including, but not limited to, the consideration of
joint ventures or equity ownership or asset sales or some combination thereof provided,
that such optimization does not materially expand or reduce the rights of
CUSTOMER relating to the Carve-Out Option.


 


8.0           Services
Transfer Assistance. PROVIDER shall be obligated to provide Services
Transfer Assistance to CUSTOMER until the Carve-Out is completed, but shall not
be required to provide any portion of the Services provided to CUSTOMER under
the MOAs after CUSTOMER has acquired from PROVIDER the Carve-Out Resources used
by PROVIDER to provide such Services or to provide Services Transfer Assistance
for (i) in the case of an exercise of the Carve-Out Option relating to the expiration
of the Initial Term or a PROVIDER Divestiture, more than fourteen (14) months,
and (ii) eighteen (18) months, in the case of an exercise of the Carve-Out
Option relating to a Change of Control of PROVIDER; AND (iii) in any other
case, twenty-four (24) months.


 


9.0           Payment
Obligations.  Upon completion of the
Carve-Out, all outstanding MOAs  and
PSAs shall automatically terminate.  The
monetary consideration to be paid by CUSTOMER for the Carve-Out Resources upon
the exercise of the Carve-Out Option shall be equal to (i) the Fair Market
Value of the Carve-Out Resources if CUSTOMER exercises the Carve-out Option
upon the expiration of the Initial Term, (ii) the book value and all related
transition costs of the Carve-Out Resources at the time of transfer if CUSTOMER
exercises the Carve-out Option following (a) a Material Breach of any MOA or
PSA by PROVIDER, and (b) a Change of Control of PROVIDER or (iii) if
CUSTOMER exercises the Carve-Out Option in connection with a PROVIDER
Divestiture, the lesser of (y) the book value of the assets to be purchased by
CUSTOMER or (z) the value of the divested operations relating to CUSTOMER
implied by the consideration to be paid by the acquiror in the PROVIDER
Divestiture.  The methodology for
calculating book value for purposes of this paragraph is set forth in Schedule
H-2 to this Exhibit H.


 


10.           Transfer
of Carve-Out Resources.  The
Carve-Out Resources shall be transferred to CUSTOMER as set forth below
(subject to any limitations on such transfer referred to in Section 2.0,
above):


 


(a)           Hardware.  “Hardware” means the hardware and other
furniture, fixtures and equipment owned or leased and then currently being used
by PROVIDER exclusively to perform the Services under any MOA or PSA or to
support such performance. To the extent any such items are not used by PROVIDER
exclusively to perform the Services, PROVIDER shall assist CUSTOMER or its
designee in purchasing, leasing or otherwise obtaining the use of comparable
items.


 


H-3

















 


(b)           Third-Party
Software.  If PROVIDER has licensed
or purchased and is using any Software licensed from a third-party exclusively
to provide or support the provision of the Services under any MOA or PSA
(“Third-Party Software”), CUSTOMER may elect to take, or elect to direct to its
designee, a transfer or an assignment of any and all of the licenses for such
software and any attendant maintenance agreements, provided that such licenses
are by their terms transferable or assignable. 
To the extent any such licenses and the attendant current maintenance
agreements are not used exclusively to provide Services to CUSTOMER or are not
transferable or assignable by PROVIDER to CUSTOMER or its designee, PROVIDER
shall assist CUSTOMER or its designee, in obtaining in the name of CUSTOMER or
its designee and at the expense of CUSTOMER, a license for such software and a
maintenance agreement for such software.


 


(c)           PROVIDER
Employees.  CUSTOMER or its designee
shall have the right to make offers of employment to any or all PROVIDER
employees exclusively performing or supporting the performance of the Services
(“PROVIDER Employees”). To the extent any PROVIDER Employees perform or support
the performance of the Services on other than an exclusive basis (including all
employees indirectly supporting the performance of the Services by providing
administrative services, including legal, human resources, compliance and other
services, (“Non-exclusive Employees”), PROVIDER and CUSTOMER shall use
commercially reasonable efforts to allocate such Non-exclusive Employees in an
equitable manner between the parties.


 


(d)           Third-Party
Agreements.  “Third Party
Agreements” means any third party agreements not otherwise treated in this Exhibit
H, and used by PROVIDER exclusively in connection with Services being
provided under any MOA or PSA, including, third party agreements for
maintenance, business continuity and disaster recovery services and other
necessary third party services then being used by PROVIDER to perform the Services.  To the extent any such agreements are not
used by PROVIDER exclusively to provide such Services or are not transferable
by PROVIDER to CUSTOMER, PROVIDER shall assist CUSTOMER in obtaining in
CUSTOMER’s name, an agreement for comparable services.


 


(e)           Facilities.  PROVIDER will use commercially reasonable
efforts to assist CUSTOMER in obtaining a facility comparable to the facility
used by PROVIDER to provide the Services (the “Facility”).


 


H-4

















 


Schedule H-1


 


Fair Market Value
Calculation


 


General methods for calculation shall be: (1) a Discounted Cash Flow
(DCF) analysis based on the contractual cash flows represented by the aggregate
Genworth MOAs and adjusted for carve-out costs; (2) multiples of Revenue,
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) and
EBIT for comparable transactions at the time of carve out.  Projected net cash flow will be discounted
on the basis outlined below.  The final
valuation will consider market factors, making appropriate adjustments to the
variables below.


 


1.  DCF Methodology


 


Cash Flows In.


 


Cash flows in (revenue) will be calculated using
Genworth Group payments as of the valuation date and projected forward over the
Initial Term and Renewal Period, taking into account any future contractual
margin reductions, historical volume trends, and any known events as documented
in the most recent quarterly capacity management processes.


 


Cash Flows Out.


 


Expenses will be calculated as of the valuation date using actual
expenses and projected forward taking into account the following categories and
trends:


 


	
  (a)

  	
   

  	
  C&B up 12%

  
	
  (b)

  	
   

  	
  FX up 6%

  
	
  (c)

  	
   

  	
  Facility down 4%

  
	
  (d)

  	
   

  	
  Technology & Telecom down 8% and 15%
  respectively

  
	
  (e)

  	
   

  	
  Direct support down 13%

  
	
  (f)

  	
   

  	
  Other variable down 6%

  
	
  (g)

  	
   

  	
  Overhead down 3%

  



 


NOTE:  Expense trends will
change over time and will be re-calculated based on the prevailing trends
supported by the most recent annual pricing process.


 


Carve Out Costs Subtracted From DCF Valuation


 


Carve-out costs will include one-time costs including, without
limitation, legal entity set-up, transaction costs, capital investments, and
the costs to replace assets and personnel required for the Genworth Group to
continue the operations of its Insurance business on a stand-alone basis


 

















 


in substantially the same manner as immediately prior to the exercise
of the Carve-Out Option, but which are not to be transferred from GECIS to
Genworth at the time of the carve-out.


 


Term


 


The term shall be the initial term of the contract and the renewal
term.


 


Discount Rates


 


The discount rate applied to the cash flows shall be determined to take
into account the following factors:


 


(1)  private company with a single customer.


(1)  Cost of Capital of Comparable companies


(2)  sufficient to generate an after tax equity
return


(3)  growth rate.


 


Final DCF Valuation.


 


The final DCF valuation shall take into consideration
NPV of future cash flows over the Initial Term and Renewal Period and may be
adjusted for any market conditions that apply to companies of similar
characteristics with respect to market space, company maturity, cash flow
profile and general market conditions.


 


2.  Multiples Valuation
Methodology


 


The multiples valuations will be based upon the stated revenue and
pre-tax earnings for the PROVIDER insurance segment servicing the Genworth
Group under the MOAs in the most recent year. 
Multiples will be applied from comparable transactions to the calculated
EBITDA and EBIT amounts, and to the stated revenue.


 


Final Valuation


 


In case of disagreement, the final valuation shall be developed by the
appraisers appointed in accordance with Section 6.0(e) of Exhibit H, taking
into account the factors outlined above.


 


H-1-2

















 


Schedule
H-2


 


Book
Value Calculation


 


General method for calculating book value shall be aggregation of
transferable assets and transferable liabilities. An illustrative asset
category list is included below for the purposes of describing the form analysis
to be completed as of the valuation date.


 


 


	
  Un-audited
  Initial Asset Value

  	
   

  	
  Total

  	
   

  
	
  $K

  	
   

  	
   

  	
   

  
	
  Account Head

  	
   

  	
   

  	
   

  
	
  Assets

  	
   

  	
   

  	
   

  
	
  Cash & Bank
  Balance

  	
   

  	
   

  	
   

  
	
  Receivables

  	
   

  	
  236

  	
   

  
	
  Accrued Revenues

  	
   

  	
  2,529

  	
   

  
	
  Loans to
  Employees

  	
   

  	
  241

  	
   

  
	
  Travel Advances

  	
   

  	
  265

  	
   

  
	
  Security Deposit
  / Adv. Rent

  	
   

  	
  504

  	
   

  
	
  Project Advances

  	
   

  	
  —

  	
   

  
	
  Fixed Assets
  (Net)

  	
   

  	
  6,973

  	
   

  
	
  Inter Company
  Deposits/Loans

  	
   

  	
  —

  	
   

  
	
  Investment in
  Countrywide by Mauritius

  	
   

  	
  —

  	
   

  
	
  Inter Co
  Balances(cost sharing)

  	
   

  	
  —

  	
   

  
	
  Other Assets

  	
   

  	
  706

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Assets

  	
   

  	
  11,455

  	
   

  



 


Assets


 


At the time the Carve-Out Option is exercised under circumstances
requiring payment of the book value of the Carve-Out Resources (a “book value
carve out”), the parties will analyze each asset and evaluate its
transferability to the Genworth Group in accordance with Exhibit H (i.e. those
that are indentifiable and severable). 
Only such Carve-Out Resources as are actually transferred   shall be included in the calculation of
Book Value.


 


Liabilities


 


The above calculation assumes that no liabilities
(other than Carve-Out Resources) are transferred to Genworth in a book value
carve out situation.  At the time of a
book value carve out, Genworth and PROVIDER will evaluate the transferability
of liabilities pertaining directly to the Genworth Group and may agree that
such liabilities will be transferred to the Genworth Group All such transferred
liabilities will be deducted from the asset values to arrive at book value to
be paid to PROVIDER.


 

















 


EXHIBIT I


 


Intellectual Property


 


ARTICLE I

Ownership


 


Section 1.01.  Ownership of Pre-Closing IP and Solely
Developed IP.


 


As between CUSTOMER and PROVIDER (i) all Technology
and Intellectual Property owned or licensed by CUSTOMER or its Affiliates or
PROVIDER or its Affiliates prior to the Execution Date shall continue to be so
owned or licensed after the Execution Date, (ii) all Technology and
Intellectual Property acquired, developed or licensed solely by or on behalf of
CUSTOMER or its Affiliates or solely by or on behalf of PROVIDER or its
Affiliates after the Execution Date and used in connection with the Services
provided under the Agreement and PSAs shall continue to be owned or licensed by
the applicable acquiror, developer or licensee.


 


Section 1.02.  Ownership of Post-Closing IP
Jointly-Developed - Default Rule and Modification of Default Rule.


 


After the Execution Date, as between CUSTOMER and
PROVIDER, all Technology and Intellectual Property developed jointly by or on
behalf of PROVIDER and CUSTOMER pursuant to, or in connection with, the
Agreement and PSAs shall be owned by PROVIDER. 
PROVIDER and CUSTOMER may agree in any PSA executed after the Execution
Date that certain Technology or Intellectual Property that would otherwise be
owned by PROVIDER shall be owned, as between the parties, by CUSTOMER.  This Agreement and the PSAs shall not assign
any rights to Technology or Intellectual Property between the parties other
than as specifically set forth herein or in a PSA.


 


Section 1.03.  Residual Knowledge.


 


Notwithstanding anything to the contrary contained in
this Agreement or any PSA, PROVIDER and CUSTOMER may further develop their
generalized knowledge, skills and experience, and the mere subsequent use by
the parties of such knowledge, skills and experience shall not constitute a
breach of this Agreement, subject to their obligations respecting CUSTOMER’s
Confidential Information or PROVIDER Confidential Information, as the case may
be, pursuant to the Agreement.


 


ARTICLE II

License Grant


 


Section 2.01.        Grant from PROVIDER to
CUSTOMER and its Affiliates.


 


(a)           PROVIDER
hereby grants, and will cause its Affiliates to grant, to CUSTOMER and its
Affiliates a non-exclusive, irrevocable, royalty-free, fully paid up,


 

















 


worldwide, perpetual right and license, with no right to sublicense
except as provided herein, under the PROVIDER Licensed Technology:  (i) to allow employees, directors and
officers of CUSTOMER and its Affiliates to use and practice the PROVIDER
Licensed Technology for internal purposes, (ii) to make, have made, use, sell,
have sold, import, and otherwise commercialize Licensed Products and Services
and (iii) to create Improvements in accordance with Section 2.03 of this Exhibit
I.


 


(b)           Subject to paragraph (e), below,
CUSTOMER and its Affiliates may grant sublicenses of the right and license
granted under this Section 2.01 of this Exhibit I to an acquiror of any
of the businesses, operations or assets of CUSTOMER or its Affiliates to which
this Agreement relates, which acquiror executes an agreement to be bound by all
obligations of CUSTOMER and its Affiliates under this Exhibit I relating
to such right and license (a copy of which agreement is provided to
PROVIDER).  CUSTOMER and its Affiliates
may assign the right and license granted under this Section 2.01 of this Exhibit
I in accordance with Section 5.01 of this Exhibit I.


 


(c)           Subject
to Section 11.0 (Confidentiality) of the Agreement, CUSTOMER and its
Affiliates may permit their suppliers, contractors and consultants to exercise
the right and license granted to CUSTOMER and its Affiliates under this Section
2.01 of this Exhibit I on behalf of and at the direction of CUSTOMER and
its Affiliates (and not solely for the benefit of such suppliers, contractors
and consultants).


 


(d)           Subject to Section
11.0 (Confidentiality), CUSTOMER and its Affiliates may permit employees,
directors and officers of their customers and suppliers in the ordinary course
of CUSTOMER’s business (and not Persons who are customers or suppliers merely
to access and use the PROVIDER Licensed Technology) to use training and
productivity-enhancing Software and documentation that is subject to the right
and license granted under this Section 2.01 of this Exhibit I and is for
general use by customers and suppliers, provided that CUSTOMER’s or its
Affiliates’ purpose in permitting such use is to benefit the business of
CUSTOMER or its Affiliates, provided further that such customers and suppliers
may not use any such Software and documentation in advertising, publicity or
marketing activities without PROVIDER’S
prior written approval, which approval will not be unreasonably withheld.


 


(e)           Notwithstanding
anything in this Agreement or any PSA to the contrary, CUSTOMER and its
Affiliates shall not sublicense, assign or otherwise provide to any third party
(including any acquiring entity, contractor, consultant, customer or supplier
of CUSTOMER or its Affiliates) any of the Technology or Intellectual Property
set forth on Schedule I-1, without the prior written consent of General
Electric Company, which will not be unreasonably withheld.  For the avoidance of doubt, it shall not be
unreasonable to withhold such consent if any such acquiring entity, contractor,
consultant, customer or supplier is a competitor of PROVIDER or its Affiliates.
 The
parties may mutually agree in a PSA executed after the Execution Date to amend Schedule
I-1 to include additional Technology or Intellectual Property.


 


I-2

















 


Section 2.02.        Grant from CUSTOMER to
PROVIDER and its Affiliates.


 


(a)           (i)            CUSTOMER hereby
grants, and will cause its Affiliates to grant, to PROVIDER and its Affiliates
a non-exclusive, royalty-free, irrevocable subject to paragraph (e) below,
fully paid up, worldwide right and license, with no right to sublicense except
as provided herein, under the CUSTOMER Licensed Technology:  (A) to allow employees, directors and
officers of PROVIDER and its Affiliates to use and practice the CUSTOMER
Licensed Technology for internal purposes, (B) to make, have made, use, sell,
have sold, import, and otherwise commercialize Licensed Products and Services
and (C) to create Improvements in accordance with Section 2.03 of this Exhibit
I.


 


(ii)           In addition to the
foregoing right and license, CUSTOMER hereby grants, and shall cause its
Affiliates to grant, to PROVIDER a non-exclusive, royalty-free, fully paid up,
worldwide right and license, irrevocable during the term of this Agreement and
with no right to sublicense, to use all CUSTOMER Licensed Technology,
trademarks, service marks, trade dress, logos and other identifiers of source
owned by CUSTOMER or its Affiliates and provided to PROVIDER for the sole
purpose of providing Services to CUSTOMER and its Affiliates under the
Agreement and PSAs.  PROVIDER shall comply
with all reasonable quality control standards and guidelines provided by
CUSTOMER to PROVIDER in writing that are intended to protect the goodwill
associated with such trademarks, service marks, trade dress, logos and other
identifiers of source.  PROVIDER may
permit its suppliers, contractors and consultants to exercise such right and
license on behalf of and at the direction of PROVIDER (and not for the benefit
of such suppliers, contractors and consultants), subject to the prior written
consent of CUSTOMER (which shall not be required in the case of temporary
employees of PROVIDER and which, otherwise, shall not be unreasonably withheld)
and the receipt of any necessary regulatory approval.


 


(b)           Subject
to the provisions of Section 10.0 (Assignment and Subcontracting) of the
Agreement, PROVIDER and its Affiliates may grant sublicenses of the right and
license granted under this Section 2.02 of this Exhibit I to an acquiror
of any of the businesses, operations or assets of PROVIDER or its Affiliates to
which this Agreement relates, which acquiror executes an agreement to be bound
by all obligations of PROVIDER and its Affiliates under this Exhibit I
relating to such right and license (a copy of which agreement is provided to
CUSTOMER).  PROVIDER and its Affiliates
may assign the right and license granted under this Section 2.02 of this Exhibit
I in accordance with Section 5.01 of this Exhibit I.


 


(c)           Subject to the
provisions of Section 11.0 (“Confidentiality”) and Section 10
(“Assignment and Subcontracting”) of the Agreement, PROVIDER and its Affiliates
may permit their suppliers, contractors and consultants to exercise the right
and license granted to PROVIDER and its Affiliates under this Section 2.02 of
this Exhibit I on behalf of and at the direction of PROVIDER and its
Affiliates (and not solely for the benefit of such suppliers, contractors and
consultants).


 


(d)           Subject to the
provisions of Section 11.0 (“Confidentiality”) of the Agreement,
PROVIDER and its Affiliates may permit employees, directors and officers of
their customers and suppliers in the ordinary course of PROVIDER’ business (and
not Persons who


 


I-3

















 


are customers or suppliers merely to access and use the CUSTOMER
Licensed Technology) to use training and productivity-enhancing Software and
documentation that is subject to the right and license granted under this
Section 2.02 of this Exhibit I and is for general use by customers and
suppliers, provided that PROVIDER’ or its Affiliates’ purpose in permitting
such use is to benefit the business of PROVIDER or its Affiliates, provided
further that such customers and suppliers may not use any such Software and
documentation in advertising, publicity or marketing activities without
CUSTOMER’s prior written approval, which approval will not be unreasonably
withheld.


 


(e)           PROVIDER,
its Affiliates and their respective sub-licensees shall have no license to any
CUSTOMER Licensed Technology following the expiration or termination of the
Agreement or all PSAs to which such CUSTOMER Licensed Technology relates
(including any termination in connection with the exercise by CUSTOMER of the
Carve-Out Option), unless otherwise specifically agreed in the Agreement or any
PSA.  For the avoidance of doubt, the licenses
under this Section 2.02 of this Exhibit I shall continue during the
provision of any Services Transfer Assistance.


 


Section
2.03.        Improvements.  Improvements and all Intellectual Property rights therein made
solely by or on behalf of the Licensee shall be owned by the Licensee.  Improvements jointly developed by Licensee
and Licensor shall be owned by PROVIDER. 
For the avoidance of doubt, (i) Licensee shall not own any Intellectual
Property rights or Technology licensed to Licensee hereunder and (ii) each
party may freely assign or license Improvements owned by it but shall not have
the right to assign any Intellectual Property or Technology of the other party
and shall only have the right to sublicense Intellectual Property or Technology
of the other party as expressly set forth herein.  No rights are granted to the other party to any Improvements
owned by each party, unless such Improvements are otherwise subject to the
provisions of Sections 2.01 or 2.02 of this Exhibit I.


 


Section 2.04.        Section 365(n) of the Bankruptcy Code.  All rights and licenses granted under this Exhibit
I are, and shall otherwise be deemed to be, for purposes of Section 365(n)
of the United States Bankruptcy Code (the “Bankruptcy
Code”), licenses of rights to “intellectual property” as defined
under Section 101(35A) of the Bankruptcy Code. 
The parties shall retain and may fully exercise all of their respective
rights and elections under the Bankruptcy Code.


 


Section
2.05.        Customers.  Each party agrees that it will use
reasonable efforts to not knowingly bring any legal action or proceeding
against, or otherwise communicate with, any customer of the other party with
respect to any alleged infringement, misappropriation or violation of any
Intellectual Property of such party licensed hereunder based on such customer’s
use of the other party’s products or services without first providing the other
party written notice of such alleged infringement, misappropriation or
violation.


 


Section
2.06.        Reservation of Rights.  All rights not expressly granted by a party
hereunder are reserved by such party. 
Without limiting the generality of the foregoing, the parties expressly
acknowledge that nothing contained herein shall be construed or interpreted as
a grant, by implication or otherwise, of any licenses other than the licenses
expressly set forth in


 


I-4

















 


this Article II.  The licenses
granted in Sections 2.01 and 2.02 of this Exhibit I are subject to, and
limited by, any and all licenses, rights, limitations and restrictions with
respect to, as applicable, the PROVIDER Licensed Technology and the CUSTOMER
Licensed Technology previously granted to or otherwise obtained by any third
party that are in effect as of the Execution Date.


 


Section 2.07.        Delivery of Software.


 


(a)           Either
party may request one (1) copy of Software or other electronic or written
documentation (“Electronic Materials”) that (i) is subject to the license
granted to such requesting party under this Article II and (ii) has not already
been provided to the requesting party since the Execution Date.  The delivering party shall make available or
deliver to the requesting party a copy of any such Software or Electronic
Materials that are in existence at the time of such request.


 


(b)           All
Software and Electronic Materials required to be made available to or delivered
to a Licensee pursuant to Section 2.07(a) of this Exhibit I will be
delivered by the Licensor to the Licensee electronically, or with the
assistance of the Licensor, downloaded by the Licensee from the Internet,
provided that the Licensee complies with all reasonable security measures
implemented by the Licensor.


 


Section 2.08.        Liability for Acts of
Permitted Users and Sublicensees.


 


Each Licensee shall be liable to the Licensor for the
acts and omissions of the Licensee’s sublicensees and other persons permitted
to use any Intellectual Property or Technology of the Licensor in accordance
with this Article II as though such persons were licensees thereunder.


 


ARTICLE III

Covenants


 


Section 3.01.        Ownership.  No party shall represent that it has any ownership interest in
any Intellectual Property or Technology of the other party licensed hereunder.


 


Section
3.02.        Prosecution
and Maintenance.  Each
party retains the sole right to protect at its sole discretion the Intellectual
Property and Technology owned by such party, including, without limitation,
deciding whether to file and prosecute applications to register patents,
copyrights and mask work rights included in such Intellectual Property, whether
to abandon prosecution of such applications, and whether to discontinue payment
of any maintenance or renewal fees with respect to any patents included in such
Intellectual Property.


 


Section 3.03.        Third Party
Infringements, Misappropriations, Violations.


 


(a)           Subject
to any confidentiality restrictions that would prevent such disclosure, each
party shall promptly notify the other party in writing of any actual or
possible infringements, misappropriations or other violations of the Technology
or Intellectual Property of the other party being licensed hereunder by a third
party that come to such party’s attention, as


 


I-5

















 


well as the identity of such third party or alleged third party and any
evidence of such infringement, misappropriation or other violation within such
party’s custody or control.  The other
party shall have the sole right to determine at its sole discretion whether any
action shall be taken in response to such infringements, misappropriations or
other violations.


 


(b)           Subject
to any confidentiality restrictions that would prevent such disclosure, each
party shall promptly notify the other party in writing upon learning of the
existence or possible existence of rights held by any third party that may be
infringed, misappropriated or otherwise violated by the use or practice of the
Technology or Intellectual Property of the other party (or any element or
portion thereof) licensed hereunder, as well as the identity of such third
party and any evidence relating to such purported infringement,
misappropriation or other violation within such party’s custody or
control.  Such party shall cooperate
fully with the other party to avoid infringing, misappropriating or violating any
third party intellectual property rights, and shall discontinue all use and
practice of such Technology or Intellectual Property that is the subject of
such purported infringement, misappropriation or other violation upon the
reasonable request of the other party.


 


(c)           Subject
to any confidentiality restrictions that would prevent such disclosure, each
party shall promptly notify the other party in writing upon learning of the
existence or possible existence of rights held by any third party that may be
infringed, misappropriated or otherwise violated by the use or practice of the
Technology or Intellectual Property (or any element or portion thereof)
licensed to the other party hereunder, as well as the identity of such third
party.  The other party shall cooperate
fully with such party to avoid infringing, misappropriating or violating any
third party intellectual property rights, and shall discontinue all use and
practice of such Technology or Intellectual Property that is the subject of
such purported infringement, misappropriation or other violation upon the
reasonable request of such party, and shall provide such party any evidence
relating to such purported infringement, misappropriation or other violation
within the other party’s custody or control.


 


Section 3.04.        Patent Marking.  Each party acknowledges and agrees that it
will comply with all reasonable requests of the other party relative to patent
markings required to comply with or obtain the benefit of statutory notice or
other provisions.


 


ARTICLE IV

No Termination


 


Notwithstanding anything to the contrary contained
herein or in the Agreement, but subject to Section 2.02(e) of this Exhibit
I, the terms and conditions of this Exhibit I may only be terminated
upon the mutual written agreement of the parties.  In the event of a breach of the terms or conditions of this Exhibit
I, the sole and exclusive remedy of the non-breaching party shall be to
recover monetary damages and/or to obtain injunctive or equitable relief as
otherwise provided in the Agreement.


 


I-6

















 


ARTICLE V

General Provisions


 


Section 5.01.        Assignment.


 


(a)           The
rights and duties under this Exhibit I shall not be assignable or
delegable, in whole or in part, by any party hereto to any third party,
including, without limitation, Affiliates of any party, without the prior
written consent of the other party hereto and any necessary regulatory
approval, and any attempted assignment or delegation without such consent shall
be null and void.  Notwithstanding the
foregoing, the rights and duties under this Exhibit I may be assigned by
any party as follows without obtaining the prior written consent of the other
party hereto:


 


(i)            PROVIDER, in its sole
discretion, may assign any or all of its rights under this Exhibit I,
and may delegate any or all of its duties under this Exhibit I to any
Affiliate of PROVIDER at any time, which expressly accepts such assignment in
writing and assumes, as applicable, any such obligations, provided that
PROVIDER shall continue to remain liable for the performance by such assignee;


 


(ii)           CUSTOMER, in its sole
discretion, may assign any or all of its rights under this Exhibit I,
and may delegate any or all of its duties under this Exhibit I to any
Affiliate of CUSTOMER at any time, which expressly accepts such assignment in
writing and assumes, as applicable, any such obligations, provided that
CUSTOMER shall continue to remain liable for the performance by such assignee;
and


 


(iii)          Subject to Section 2.01(e) of this Exhibit I,
each party may assign any or all of its rights, or delegate any or all of its
duties, under this Exhibit I to (i) an acquiror of all or substantially
all of the equity or assets of the business of such party to which this
Agreement relates or (ii) the surviving entity in any merger, consolidation,
equity exchange or reorganization involving such party, provided that such
acquiror or surviving entity, as the case may be, executes an agreement to be
bound by all the obligations of such party under this Exhibit I (a
copy of which agreement is provided to the other party).


 


(b)           If
a party requests the written consent of the other party to any assignment of
this Agreement, the other party agrees to negotiate in good faith with such
party regarding such consent.  The terms
and conditions of this Exhibit I shall also be binding upon and inure to
the benefit of and be enforceable by the successors, legal representatives and
permitted assigns of each party hereto. 
All license rights and covenants contained herein shall run with all
Intellectual Property of any party licensed hereunder and shall be binding on
any successors in interest or assigns thereof.


 


Section
5.02.        Warranty and Disclaimer.  NOTWITHSTANDING ANYTHING TO THE
CONTRARY HEREIN OR IN ANY PSA, BUT SUBJECT TO THE INDEMNITIES CONTAINED IN SECTION
12 OF THE AGREEMENT, THE INTELLECTUAL PROPERTY AND TECHNOLOGY LICENSED BY
EACH PARTY TO THE OTHER PARTY PURSUANT TO THIS AGREEMENT IS FURNISHED “AS IS”,
WITH


 


I-7

















 


ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT,
QUALITY, USEFULNESS, COMMERCIAL UTILITY, ADEQUACY, COMPLIANCE WITH ANY LAW,
DOMESTIC OR FOREIGN AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR
COURSE OF PERFORMANCE.


 


Section 5.03.        Assumption of Risk.


 


(a)           Except
as provided in Section 15.1(f)of the Agreement or any PSA entered into
after the Execution Date, CUSTOMER, on behalf of itself and its Affiliates,
hereby assumes all risk and liability in connection with their use of the
PROVIDER Licensed Technology.


 


(b)           Except as provided in Section 12.2 of the Agreement or any PSA
executed after the Execution Date, PROVIDER, on behalf of itself and its
Affiliates, hereby assumes all risk and liability in connection with their use
of the CUSTOMER Licensed Technology.


 


Section
5.04.        Amendment
by PSA.  The parties may
agree in any PSA to amend the terms and conditions of the licenses granted
under this Exhibit I.


 


I-8

















 


Schedule
I-1


 


Restricted
Intellectual Property


 


	
  Name of
  Restricted

  Intellectual Property

  Innovation

  	
   

  	
  US Business

  alignment and COE

  	
   

  	
  Brief Notes

  
	
  1

  	
  Migration Toolkit

  	
   

  	
  GECIS

  	
   

  	
   

  
	
  2

  	
  Multi Collinearity Macro

  	
   

  	
  GEFA - ACOE

  	
   

  	
  Macro uses advanced features of SAS.  This basically performs the data
  diagnostics before the modeling process begins.

  
	
  3

  	
  Reconciliation Reporting tool

  	
   

  	
  GEFA -FCOE

  	
   

  	
  Used across GECIS Finance processes - has the
  capability to capture information at item level (open items for purpose of
  reconciliation).

  



 

















 


EXHIBIT J


 


Business Associate
Addendum


 


I.              Purpose.


 


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


 


II.            Permitted
Uses and Disclosures.


 


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


 


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


 


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


 

















 


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


 


(1)           The
disclosure is required by law; or


 


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


 


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


 


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


 


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


 


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


 


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


 


J-2

















 


of this Addendum or the Agreement that are not inconsistent with the
provisions of this Addendum; and such creation, use or disclosure is for
services provided by Business Associate that relate to the Genworth Group’s
activities for purposes of “treatment”, “payment” or “health care operations”,
as those terms are defined under the HIPAA Privacy Rule.


 


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


 


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


 


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


 


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


 


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


 


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


 


IV.           Sub-Contractors,
Agents or Other Representatives.  Business
Associate will require any of its subcontractors, agents or other
representatives to which Business Associate is permitted by this Addendum or
the Agreement (or is otherwise given by the applicable member of the Genworth
Group’s prior written approval) to disclose any of the PHI Business Associate
creates or receives for or from the Genworth Group, to provide reasonable
assurances in writing that subcontractor or agent will comply with the same
restrictions and conditions that apply to the Business Associate under the
terms and conditions of this Addendum with respect to such PHI.


 


J-3

















 


IV            Protected
Health Information Access, Amendment and Disclosure Accounting.


 


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


 


B.            Amendment.  Upon the request of a member of the Genworth
Group, Business Associate will promptly amend or permit such member access to
amend any portion of the PHI which Business Associate created for or received
from such member of the Genworth Group, and incorporate any amendments to such
PHI, so that the members of the Genworth Group may meet their amendment
obligations under 45 Code of Federal Regulations § 164.526.


 


C.            Disclosure
Accounting.  So that the members of the
Genworth Group may meet their disclosure accounting obligations under 45 Code
of Federal Regulations § 164.528:


 


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


 


2.             Exceptions
from Disclosure Tracking.  Business
Associate need not record disclosure information or otherwise account for
disclosures of PHI that this Addendum or the applicable member of the Genworth
Group in writing permits or requires (i) for the purpose of treatment
activities of the Genworth Group’s payment activities, or health care
operations, (ii) to the individual who is the subject of the PHI disclosed or
to that individual’s personal representative; (iii) to persons involved in that
individual’s health care or payment for health care; (iv) for notification for
disaster relief purposes, (v) for national security or intelligence purposes,
(vi) to law enforcement officials or correctional institutions regarding inmates;
or   (vii) pursuant to an authorization;
(viii) for disclosures of certain PHI made as part of a Limited Data Set; (ix)
for certain incidental disclosures that may occur where reasonable safeguards
have been implemented; and (x) for disclosures prior to April 14, 2003.


 


J-4

















 


3.             Disclosure
Tracking Time Periods.  Business
Associate must have available for the Genworth Group the disclosure information
required by this section for the 6 years preceding their request for the
disclosure information (except Business Associate need have no disclosure
information for disclosures occurring before April 14, 2003).


 


VI.           Additional
Business Associate Provisions.


 


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


 


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


 


(ii)           Identify the PHI used
or disclosed;


 


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


 


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


 


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


 


(vi)          Provide such other
information, including a written report, as the applicable member of the
Genworth Group may reasonably request.


 


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


 


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


 


C.            Audit
and Review of Policies and Procedures. 
Business Associate agrees to provide, upon request by any member of the
Genworth Group, access to and copies of any policies and procedures developed
or utilized by Business Associate regarding the protection of PHI.  Business Associate agrees to provide, upon
such request, access to Business Associate’s internal practices, books, and
records, as they relate to Business Associate’s services, duties and


 


J-5

















 


obligations set forth in this Addendum and the Agreement(s) under which
Business Associate provides services and / or products to or on behalf of the Genworth
Group, for purposes of their review of such internal practices, books, and
records.


 


J-6

















 


EXHIBIT K


 


Change Control Procedure


 


PURPOSE:  Establish an efficient and effective means
to control updates, modifications and other changes to the Agreement,
including, without limitation, the scope of the Services, Dedicated FTEs,
Performance Standards, Charges, Exhibits, Schedules and PSAs.


 


PROCESS:  Consistent with the Agreement, the following
process shall be followed to originate, process and maintain control over
Change Order Requests and Change Orders under the Agreement.


 


A.            Either
PROVIDER or CUSTOMER may identify and submit for consideration a proposed
change to the Agreement.


 


B.            All
requests for changes shall be submitted in writing to the Account Executives
designated by PROVIDER and CUSTOMER. 
The following areas should be clearly addressed in each Change Order
Request:


 


1.             Origination;


 


2.             Clear statement of
requested change;


 


3.             Rationale for change;


 


4.             Impact of requested
change in terms of operations, cost, schedule and compliance with the matters
referred to in Section 19.0 of this Agreement;


 


5.             Effect of change if
accepted;


 


6.             Effect of rejection
of change;


 


7.             Recommended level of
priority;


 


8.             Date final action is
required; and


 


9.             Areas for signature
by the approval authorities of each party.


 


C.            The
Account Executives shall review all Change Order Requests, determine whether to
recommend the Change Order Request be accepted or rejected by the parties and
forward the Change Order Request, their individual recommendations and the
basis for their recommendations to PROVIDER and CUSTOMER for a final decision.


 


D.            The
Account Executives will be responsible for the final approval of all Change
Order Requests.


 

















 


E.             The
Account Executives will be responsible for the implementation of all Change
Orders approved pursuant to Change Order Requests, including the coordination
of the preparation and execution by the parties of addendums to the Agreement
and/or its associated Exhibits to incorporate each requested and agreed change
into the Agreement, as applicable.


 


F.             No
Change Order or change shall be effective or binding upon the parties to the
Agreement until an addendum to the Agreement and/or its associated Exhibits ,
as applicable, incorporating such change into the Agreement and/or its
associated Exhibits has been executed by PROVIDER and CUSTOMER.


 


G.            Requests
for changes shall use the format provided below:


 


K-2

















 


CHANGE
ORDER REQUEST FORM


 


CHANGE ORDER REQUEST NUMBER:


 


ORIGINATOR:


 


REQUESTED CHANGE:


 


RATIONALE FOR CHANGE:


 


EFFECT OF CHANGE ACCEPTANCE:


 


IMPACT OF CHANGE REJECTION:


 


PRIORITY:


 


DATE FINAL ACTION ON CHANGE ORDER IS
REQUIRED:


 


DISPOSITION OF REQUEST:


 


CHANGE ORDER NUMBER:


 


[Note:  Attach any documents, comments or notes that explain, describe or
otherwise support the Change Order Request.]


 


	
              

  	
  APPROVED

  	
   

  	
              

  	
  APPROVED

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
              

  	
  REJECTED

  	
   

  	
              

  	
  REJECTED

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
              

  	
  REJECTED WITH COMMENT

  	
   

  	
              

  	
  REJECTED WITH COMMENT

  
	
   

  	
   

  	
   

  	
   

  
	
  Approved as of:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CUSTOMER Account Executive

  	
   

  	
   

  	
  PROVIDER Account Executive

  	
   

  
									



 

















 


EXHIBIT L


 


PSAs and Base Costs


 


Original MOA: Master Outsourcing Agreement between First Colony Life
Insurance Company and GE Capital International Services dated April 26, 2000.


 


The following PSAs are governed by this Agreement:


 


 


	
   

  	
   

  	
   

  	
   

  	
  FTE Rates

  
	
  PSA PPC ID

  No.

  	
   

  	
  PSA & Amendments Index

  No.

  	
   

  	
  Y(0) Base

  Cost per FTE

  (2003)

  	
   

  	
  Y(0) Baseline

  Charges per

  FTE (2003)

  	
   

  	
  New Charges

  per FTE for

  Initial Contract

  Year (2004)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FCL – 1244-01

  	
   

  	
  F23, F23.1

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL –1244-02

  	
   

  	
  F23, F23.1

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL –1272-01

  	
   

  	
  F-27

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL –1734-01

  	
   

  	
  PSAs: F28, F28.1, DOS:
  F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL –1737-01

  	
   

  	
  PSAs: F28, F28.1, DOS:
  F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL – 1738-01

  	
   

  	
  PSAs: F28, F28.1, DOS:
  F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL– 1759-01

  	
   

  	
  PSAs: F28, F28.1, DOS:
  F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL – 1759-02

  	
   

  	
  PSAs: F28, F28.1, DOS:
  F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL –1967-90

  	
   

  	
  PSAs: F28, F28.1, DOS:
  F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL – 1969-01

  	
   

  	
  F-21

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL – 1975-01

  	
   

  	
  F-14

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL – 1977-90

  	
   

  	
  F-10, F10.1, F10.2, F10.3

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL – 1981-01

  	
   

  	
  F6, F6.1

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL – 1981-02

  	
   

  	
  F-6, F-6.1

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL – 1984-01

  	
   

  	
  F-7, F-37

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL – 1985-01

  	
   

  	
  F-10, F10.1, F10.2, F10.3

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL – 1987-01

  	
   

  	
  F-27

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL – 2182-01

  	
   

  	
  PSAs: F28, F28.1, DOS:
  F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL – 2246-01

  	
   

  	
  PSAs: F28, F28.1, DOS:
  F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL – 2306-01

  	
   

  	
  PSAs: F28, F28.1, DOS:
  F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL – 2491-01

  	
   

  	
  PSAs: F28, F28.1, DOS:
  F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL – 2764-01

  	
   

  	
  F-10, F-10.1, F-10.2,
  F-10.3

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL –2924-01

  	
   

  	
  F-42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  



 

















 


	
  FCL – 3066-01

  	
   

  	
  F-23, F-23.1

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL – 3145-01

  	
   

  	
  F-43

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL – 3111301

  	
   

  	
  F-25, F-25.1, F-25.2

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL – 3111501

  	
   

  	
  F-25, F-25.1, F-25.2

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL –3111701

  	
   

  	
  F-25, F-25.1, F-25.2

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL –3112801

  	
   

  	
  F-25, F-25.1, F-25.2

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL – 3380-01

  	
   

  	
  F-10.3

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL-1964-01

  	
   

  	
  PSAs: F28, F28.1, DOS: F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL-1963-01

  	
   

  	
  PSAs: F28, F28.1, DOS: F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL-1959-90

  	
   

  	
  PSAs: F28, F28.1, DOS: F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL-1737-01

  	
   

  	
  PSAs: F28, F28.1, DOS: F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL-1960-01

  	
   

  	
  PSAs: F28, F28.1, DOS: F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL-1962-01

  	
   

  	
  PSAs: F28, F28.1, DOS: F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  FCL-1152-99

  	
   

  	
  PSAs: F33, DOS: F40

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  



 


L-2