Exhibit 10.30


 


[24 May] 2004


 


 


TRANSITIONAL SERVICES AGREEMENT


 


between


 


FINANCIAL INSURANCE GROUP SERVICES LIMITED


 


and


 


GE LIFE SERVICES LIMITED


 


 


WEIL,  GOTSHAL &  MANGES


 


One
South Place   London   EC2M 2WG

Tel: +44 (0) 20 7903 1000   Fax: +44 (0)
20 7903 0990


 


www.weil.com


 

















 


TABLE
OF CONTENTS


 


	
  1

  	
  INTERPRETATION

  	
   

  
	
  2

  	
  THE SERVICES

  	
   

  
	
  3

  	
  CONVERSION
  SERVICES

  	
   

  
	
  4

  	
  OTHER
  ARRANGEMENTS/ADDITIONAL AGREEMENTS/CONSENTS

  	
   

  
	
  5

  	
  THE PROVIDER’S
  RESPONSIBILITIES

  	
   

  
	
  6

  	
  CHARGES

  	
   

  
	
  7

  	
  TERMS OF
  PAYMENT

  	
   

  
	
  8

  	
  COMPLIANCE
  WITH LAWS AND STANDARD FOR SERVICES

  	
   

  
	
  9

  	
  WARRANTIES

  	
   

  
	
  10

  	
  CONTRAT DE GROUPEMENT DE FAIT

  	
   

  
	
  11

  	
  RECORDS AND
  AUDIT

  	
   

  
	
  12

  	
  INTELLECTUAL
  PROPERTY

  	
   

  
	
  13

  	
  LIMITATION
  OF LIABILITY AND INDEMNITIES

  	
   

  
	
  14

  	
  CONDUCT OF
  CLAIMS

  	
   

  
	
  15

  	
  ASSIGNMENT
  AND SUB-CONTRACTING

  	
   

  
	
  16

  	
  CONFIDENTIALITY

  	
   

  
	
  17

  	
  TERMINATION

  	
   

  
	
  18

  	
  THE PROVIDER’S
  OBLIGATIONS ON TERMINATION

  	
   

  
	
  19

  	
  SURVIVAL OF OBLIGATIONS ON
  TERMINATION

  	
   

  
	
  20

  	
  FORCE
  MAJEURE/BUSINESS CONTINUITY

  	
   

  
	
  21

  	
  INCONSISTENCY/PREVAILING
  AGREEMENT

  	
   

  
	
  22

  	
  MASTER
  AGREEMENT

  	
   

  
	
  23

  	
  REGULATORY APPROVAL
  AND COMPLIANCE

  	
   

  
	
  24

  	
  SEVERABILITY

  	
   

  
	
  25

  	
  APPLICABLE LAW AND DISPUTE
  RESOLUTION

  	
   

  
	
  26

  	
  DATA PROTECTION

  	
   

  
	
  27

  	
  FURTHER
  ASSURANCE

  	
   

  
	
  28

  	
  WAIVER OF
  REMEDIES

  	
   

  
	
  29

  	
  NOTICES

  	
   

  
	
  30

  	
  NO PARTNERSHIP

  	
   

  
	
  31

  	
  ENTIRE
  AGREEMENT

  	
   

  
	
  32

  	
  RIGHTS
  OF THIRD PARTIES

  	
   

  
	
  33

  	
  COUNTERPARTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1 SERVICES

  	
   

  



 

















 


THIS AGREEMENT is
made on 24 May 2004 between the
following parties:


 


(1)           FINANCIAL INSURANCE GROUP SERVICES LIMITED, a company incorporated in
England and Wales (registered number 1670707) whose registered office is at
Vantage West, Great West Road, Brentford, Middlesex, TW8 9AG (“FIGSL”);
and


 


(2)           GE LIFE SERVICES LIMITED, a company incorporated in England and Wales
(registered number 4330120) whose registered office is at The Priory, Hitchin,
Hertfordshire, SG5 2DW  (“GELS”).


 


WHEREAS:


 


(A)           General Electric Company (“GE”),
General Electric Capital Corporation, GEI, Inc., GE Financial Assurance
Holdings, Inc. (“GEFAHI”) and Genworth Financial, Inc. (“Genworth”) have entered into
a Master Agreement of even date (the “Master Agreement”).


 


(B)           In connection with the Master
Agreement, GE, General Electric Capital Corporation, GEI, Inc., GEFAHI, GNA
Corporation, GE Asset Management Incorporated, General Electric Mortgage
Holdings LLC and Genworth have entered into a Transition Services Agreement of
even date (the “Global Transition Services Agreement”) pursuant to which  (i) GE and its subsidiaries will provide or
cause to be provided certain administrative and support services and other
assistance to Genworth together with its subsidiaries, including GNA
Corporation, on a transitional basis and (ii) Genworth and its subsidiaries
will provide or cause to be provided certain administrative and support
services and other assistance to GE together with its subsidiaries, including
General Electric Capital Corporation, GEFAHI and GE Asset Management
Incorporated, on an transitional basis.


 


(C)           Further to and in connection with
the Global Transition Services Agreement the parties hereto are to provide
transitional administrative and support services to each other and its group
companies on a reciprocal basis on the terms and conditions of this Agreement.


 


(D)           Certain FIGSL Group Companies and
GEIH Group Companies (both as defined below) which are incorporated in France
are parties to a Contrat de Groupement de Fait dated 20 November 1998 (the “Contrat de
Groupement de Fait”) pursuant to which they enjoy certain tax
benefits.  The parties to the Contrat de
Groupement de Fait desire that, so far as is possible, such tax benefits shall
continue to apply and that equivalent tax benefits be obtained in respect of
the Services to be provided as between the parties to the Contrat Groupement de
Fait pursuant to this Agreement, subject to the terms and conditions of this
Agreement.


 


IT
IS AGREED as follows:


 


1              INTERPRETATION


 


1.1          As used herein, the following terms shall
have the following meanings, unless the context otherwise requires:


 


1

















 


“Affiliate” means in respect of any person,
any direct or indirect subsidiary of such person and any other person that
directly, or though one or more intermediaries, controls or is controlled by or
is under common control with such first person;


 


“After-Tax Basis” 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 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
indemnification 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;


 


“Agreement” means this agreement, including
the Clauses and the Schedule and all other written schedules, annexes,
attachments and amendments which are signed in writing by all parties and which
are made a part hereof in accordance with this Agreement;


 


“Closing Date” means the date on which the
underwriting agreements between Genworth, GEFAHI and the managing underwriters
in connection with the initial public offering of common stock by GEFAHI of
Genworth Common Stock and the registered public offerings by GEFAHI of Genworth
Series A Preferred Stock and Genworth Equity Units are executed;


 


“Commencement Date” means the Closing  Date
save in respect of the French Services where it shall mean the French Scheme
Transfer Date;


 


“Consents”
shall have the meaning given to it in Clause 4.5;


 


“Consents
Costs” shall have the meaning given to it in Clause 4.5;


 


“Continuing
Agreement” means any agreement, arrangement, commitment or
understanding that survives the Closing Date pursuant to Section 2.4(b) of the
Master Agreement;


 


“Control” or “Controlled”
means, with respect to any Intellectual Property, the right
to grant a license or sublicense to such Intellectual Property as provided for
herein without (i) violating the terms of any agreement or other arrangement
with any third party, (ii) requiring any consent, approvals or waivers from any
third party, or any breach or default by the party being granted any such
license or sublicense being deemed a breach or default affecting the rights of
the party granting such license or sublicense or (iii) requiring the payment of
material compensation to any third party;


 


“Conversion
Costs” shall have the meaning given to it in Clause 3.3;


 


“Cross
License” means the Intellectual Property Cross License of even date
between GE and Genworth;


 


2

















 


“European
Tax Matters Agreement” means the European Tax Matters Agreement of
even date between, inter alia, GE, Consolidated Insurance
Holdings Limited, UK Group Holding Company Limited and Genworth;


 


“FACL”
means Financial Assurance Company Limited (registered number 1044679);


 


 “FIGSL Group” means (i) FIGSL, CFI
Administrators Limited, CFI Pension Trustees Limited, Ennington Properties
Limited, FIG Ireland Limited, Financial Insurance Guernsey PCC Limited,
Financial New Life Company Limited, GEFA UK Finance Limited, GEFA UK Holdings
Limited, Assocred S.A., RD Plus S.A. and UK Group Holding Company Limited, (ii)
with effect from the UK Transfer Date, Financial Insurance Company Limited,
Consolidated Insurance Group Limited, GE Financial Assurance, Compania de
Seguros y Reaseguros de Vida S.A. and GE Financial Insurance, Compania de
Seguros y Reaseguros S.A., (iii) with effect from the date (if ever) that all
the shares in FACL are transferred to GEFA UK Holdings Limited, FACL, and (iv)
any other company that the parties shall agree from time to time shall be
included within this definition;


 


“French
Services” means those GEIH Services set out in Part A of Schedule 1
to be provided to RD Plus S.A. and Assocred S.A. and those FIGSL Services set
out in Part B of Schedule 1 to be provided to Vie Plus S.A. and SCI Laborde, in
each case following the French Scheme Transfer Date;


 


“French
Scheme Transfer Date” means the date on which the Minister of the
Economy, Finance and Industry for France grants an order approving the transfer
of Vie Plus S.A.’s payment protection insurance business to Financial New Life
Company Limited pursuant to the provisions of Article L.324-1 of the Insurance
Code;


 


“FSA”
means the United Kingdom’s Financial Services Authority or its successors;


 


“GEIH”
means GE Insurance Holdings Limited (registered number 2221244);


 


“GEIH Group”
means (i) GELS, GEIH, Consolidated Insurance Holdings Limited, GE Asset
Management Limited, GE Financial Asset Management Limited, GE Life Equity
Release Limited, GE Life Fund Management Limited, GE Life Group Limited, GE
Life Limited, GE Life Residential Limited, GE Life Trustees Limited., GE
Pensions Limited, GE Pensions Trustees Limited, Namulas Pension Trustees
Limited, National Mutual Life Assurance Society, National Mutual Pension
Trustees Limited, Vie Plus S.A., SCI Laborde and Three X Communication Limited,
(ii) until the UK Transfer Date, Financial Insurance Company Limited,
Consolidated Insurance Group Limited, GE Financial Assurance, Compania de
Seguros y Reaseguros de Vida S.A. and GE Financial Insurance, Compania de
Seguros y Reaseguros S.A., (iii) until such time (if ever) as all the shares in
FACL are transferred to GEFA UK Holdings Limited, FACL, and (iv) any other
company that the parties shall agree from time to time shall be included within
this definition;


 


“Goods”
means any goods or materials which are supplied by a Provider;


 


“Group”
means, in relation to any party, its Group as defined hereunder;


 


3

















 


“Group
Companies” means in relation to any party, any member of that
party’s Group and “Group Company” means any such company;


 


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


 


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


 


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


 


“negligence”
means negligence as defined in Section 1 of the Unfair Contract Terms Act 1977
being “the breach (a) of any obligation, arising from the express or implied
terms of a contract, to take reasonable care or exercise reasonable skill in
the performance of the contract; (b) of any common law duty to take reasonable
care or exercise reasonable skill (but not any stricter duty); or (c) of the
common duty of care imposed by the Occupiers’ Liability Act 1957 or the
Occupiers’ Liability Act (Northern Ireland) 1957”;


 


“Provider” means in relation to any Service,
the party providing or causing the provision of such Service under this
Agreement;


 


“Provider’s Group” means in relation to a
Provider, its Group as defined hereunder;


 


“Provider Indemnified Party” shall have the
meaning given to it in Clause 13.3;


 


“Recipient”
means in relation to any Service, the party to whom such Service is being
provided under this Agreement;


 


4

















 


“Recipient’s
Group” means in relation to a Recipient, its Group as defined
hereunder;


 


“Recipient
Group Companies” means in relation to a Recipient, each of its Group
Companies as defined hereunder;


 


“Recipient
Indemnified Party” shall have the meaning given to it in Clause
13.2;


 


“Representatives”
means in relation to a person, any director, officer, employee, agent,
consultant, sub-contractor, accountant, auditor, financing source, attorney,
investment banker or other representative of such person;


 


“Service
Charges” means in relation to any Services, the charges to be paid
by the relevant Recipient to the relevant Provider pursuant to Clause 6.1 in
respect of the Services provided by the relevant Provider to the relevant
Recipient and its Group.  The charges
for each Service or the basis for calculation thereof are set out opposite that
Service in column 2 of the relevant Part of Schedule 1;


 


“Service
Termination Date” means, in relation to any Service, the date set
out opposite it in column 3 of Parts A and B of Schedule 1, or such earlier
date as provided hereunder;


 


“Services”
means the FIGSL Services or the GEIH Services (each as defined in Clause 2.1)
as appropriate and “Service” means any individual service to be
provided as part of the Services;


 


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


 


“Standard
for Services” shall have the meaning given to it in Clause 8;


 


“subsidiary”
and “holding
company” shall have the meanings given to them respectively in
Sections 736 and 736A of the Companies Act 1985;


 


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


 


“Term”
means the term of this Agreement;


 


“Total
Consents Cost Amount” shall have the meaning given to it in Clause
4.5;


 


“Total
Conversion Cost Amount” shall have the meaning given to it in Clause
3.3;


 


“Transfer
Regulations” means the Transfer of Undertakings (Protection of
Employees) Regulations 1981;


 


“Trigger
Date” means the first date after which GE no longer beneficially
owns more than fifty percent (50%) of the outstanding common stock of Genworth
(excluding for


 


5

















 


such purposes common stock of Genworth 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 of a mutual or similar fund that beneficially owns common stock
of Genworth. For the avoidance of doubt, a member of the Genworth group is not
an Affiliate of GE);


 


“UK
Scheme” means the Scheme for the transfer of the insurance business
of FACL to Financial New Life Company Limited pursuant to Part VII of the
Financial Services and Markets Act 2000;


 


“UK
Transfer Date” means the earlier of (i) the date on which the UK
Scheme becomes effective in accordance with its terms or (ii) the date on which
all of the shares of FACL are transferred to GEFA UK Holdings Limited; and


 


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


 


1.2          As used herein unless the context otherwise
requires the singular includes the plural and vice versa and words importing
the masculine gender shall include the feminine.


 


1.3          References in this Agreement to any
enactment, order, regulation or other similar instrument shall be construed as
a reference to the enactment, order, regulation or instrument as amended by any
subsequent enactment, order, regulation or instrument or as contained in any
subsequent re-enactment thereof.


 


1.4          References in this Agreement to a party shall
be construed as a reference to that party, its successors and permitted
assigns.


 


1.5          The Schedules form part of this Agreement.


 


1.6          The headings in this Agreement are for the
convenience of the parties only and are in no way intended to affect, describe,
interpret, define or limit the scope, extent, intent or interpretation of this
Agreement or any provision of this Agreement.


 


1.7          References in this Agreement to Clauses and
the Schedule are to the clauses and schedule of this Agreement.  In the event of any conflict or
inconsistency between any provision of the Clauses and any provision of the
Schedule, the former shall prevail, but only to the extent of the conflict or
inconsistency.  These terms and
conditions shall prevail over any terms and conditions of the Providers now or
in the future.


 


2              THE SERVICES


 


2.1          From the Commencement Date until the relevant
Service Termination Date:


 


6

















 


2.1.1             GELS shall provide, or cause to be provided,
the services listed in Schedule 1, Part A to the FIGSL Group (together with any
additional services to be provided to the FIGSL Group pursuant to Clause 2.8
and any GEIH Substitute Services, the “GEIH Services”); and


 


2.1.2             FIGSL shall provide, or cause to be provided,
the services listed in Schedule 1, Part B to the GEIH Group (together with any
additional services to be provided to the GEIH Group pursuant to Clause 2.8 and
any FIGSL Substitute Services, the “FIGSL Services”).


 


2.2          The scope of each Service shall be substantially
the same as the scope of such service provided by the Provider, or, if
applicable, its predecessor, prior to the date hereof.  The use of each Service by a Recipient Group
Company shall include use by the Recipient Group Company’s contractors in substantially
the same manner as used by the contractors of that Recipient Group Company or
its predecessor, if applicable, prior to the Closing Date. Save as provided in
Clause 15 (Assignment
and Sub-contracting), nothing in this Agreement shall require that
any Service be provided other than for use in, or in connection with, the
Recipient’s business and the Recipient Group Companies’ businesses. For the
avoidance of doubt, nothing in this Clause 2.2 or in this Agreement shall be
deemed to restrict or otherwise limit the volume or quantity of any Service,
provided that certain changes in a Recipient’s requirements for the volume or
quantity of a Service may require the parties to negotiate in good faith and
use their commercially reasonable efforts to agree upon a price adjustment to
the Service Charges for such Service pursuant to Clause 15.3.


 


2.3          If for any reason FIGSL is unable to provide
any FIGSL Service to the GEIH Group pursuant to the terms of this Agreement,
FIGSL shall provide to the GEIH Group a substantially equivalent service (a “FIGSL
Substitute Service”) for not more than the Service Charge for the
substituted FIGSL Service set forth in Schedule 1, Part B and otherwise in
accordance with the terms of this Agreement, including the Standard for Services.


 


2.4          If for any reason GELS is unable to provide
any GEIH Service to the FIGSL Group pursuant to the terms of this Agreement,
GELS shall provide to the FIGSL Group a substantially equivalent service (a “GEIH
Substitute Service”) for not more than the Service Charge for the
substituted GEIH Service set forth in Schedule 1, Part A and otherwise in
accordance with the terms of this Agreement, including the Standard for
Services.


 


2.5          The Services shall include:


 


2.5.1             such maintenance, support, error correction,
training, updates and enhancements normally and customarily provided by the
Provider to its Group Companies that receive such services; and


 


2.5.2             all functions, responsibilities, activities
and tasks, and the materials, documentation, resources, rights and licenses to
be used, granted or provided by the Provider that are not specifically
described in this Agreement as a part of the Services, but are incidental to,
and would normally be considered an inherent part of, or necessary subpart included


 


7

















 


within, the
Services or are otherwise necessary for the Provider to provide, or the
Recipient or the Recipient Group Companies to receive, the Services.


 


2.6          In addition, a Recipient may request that the
Provider provides a custom modification to any Service. For the avoidance of
doubt, to the extent any custom modification constitutes Software and such
Software and all the Intellectual Property therein is owned by the Provider,
the Provider hereby assigns or agrees to cause the assignment of such Software
and all Intellectual Property therein to the relevant Recipient Group Company
and the Recipient hereby grants the Provider or agrees to cause the grant to
the Provider of a perpetual, worldwide, fully paid up, irrevocable,
transferable, royalty-free, non-exclusive licence, with the right to
sub-licence, to use and modify such Software.


 


2.7          This Agreement shall not assign any rights to
Technology or Intellectual Property between the parties other than as
specifically set forth herein.


 


2.8          If from time to time during the Term any
party identifies a need for additional services to be provided by or on behalf
of a Provider, the parties hereto agree to negotiate in good faith to provide
such requested services (provided that such services are of a type generally
provided by the relevant Provider at such time) and the applicable Service
Charges, Service Termination Date and other rights and obligations with respect
thereto. To the extent practicable, such additional services shall be provided
on terms substantially similar to those applicable to Services of similar types
and in all other respects be provided on terms consistent with those contained
in this Agreement.


 


2.9          Each party will, promptly following the date
of this Agreement, designate a services account manager (the “Services
Manager”) who will be directly responsible for coordinating and
managing the delivery of the Services and will have authority to act on that
party’s behalf with respect to matters relating to this Agreement.  The Services Managers will work with each
other to address any problems arising in connection with the Services and
manage the parties’ relationship under this Agreement.


 


2.10        The following provisions shall apply to the
Services:


 


2.10.1          the Provider and Recipient shall comply and
where appropriate shall cause their Group Companies to comply with their own
security guidelines as in force from time to time which are applicable to the
performance, access and/or use of the Services and the Information Systems;


 


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


 


2.10.3          the Provider and Recipient shall exercise and
where appropriate shall cause their Group Companies to exercise reasonable care
in providing, accessing and using the Services to (i) prevent access to the
Services by unauthorised persons and (ii) not damage, disrupt or interrupt the
Services.


 


8

















 


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


 


3              CONVERSION
SERVICES


 


3.1          During the Term, FIGSL shall provide or cause
to be provided, in addition to the FIGSL Services, the following support for no
extra charge except for actual out-of-pocket costs and expenses approved in
advance in writing by the GEIH Services Manager:


 


3.1.1             FIGSL shall provide, or cause to be provided,
current and reasonably available historical data related to the FIGSL Services
and predecessor services thereto as reasonably required by GELS, in a manner
and within a time period as mutually agreed by the parties;


 


3.1.2             FIGSL shall make reasonably available or
cause to be made reasonably available to GELS the services of those employees,
contractors and consultants of the FIGSL Group whose assistance, expertise or
presence is necessary to assist GELS’ transition team in establishing a fully functioning
stand-alone environment in respect of the GEIH Group Companies’ businesses and
the timely assumption by GELS, or by a supplier of GELS, of the FIGSL Services;
and


 


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


 


9

















 


3.2          During the Term, GELS shall provide or cause
to be provided, in addition to the GEIH Services, the following support for no
extra charge except for actual out-of-pocket costs and expenses approved in
advance in writing by the FIGSL Services Manager:


 


3.2.1             GELS shall provide, or cause to be provided
current and reasonably available historical data related to GEIH Services and
predecessor services thereto as reasonably required by FIGSL, in a manner and
within a time period as mutually agreed by the parties;


 


3.2.2             GELS shall make reasonably available or cause
to be made reasonably available to FIGSL the services of those employees,
contractors and consultants of the GEIH Group whose assistance, expertise or
presence is necessary to assist FIGSL’s transition team in establishing a fully
functioning stand-alone environment in respect of the FIGSL Group Companies’
businesses and the timely assumption by FIGSL, or by a supplier of FIGSL, of
the GEIH Services and


 


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


 


3.3          The parties acknowledge and agree that in
connection with the implementation, provision, receipt and transition of the
Services, the parties will incur certain non-recurring out-of-pocket conversion
costs and expenses (“Conversion Costs”):


 


3.3.1             GEIH Services Conversion Costs


 


Following the termination of a GEIH Service, the
GEIH Group shall either reimburse FIGSL for all actual Conversion Costs
incurred by FIGSL in respect of such GEIH Service or, after consultation with
FIGSL, pay such Conversion Costs directly on an as incurred basis, in either case regardless of whether FIGSL replaces the GEIH Service
with the same application, system, vendor or other means of effecting the GEIH
Service
provided however that the GEIH Group’s payment and reimbursement obligations
under this Clause 3.3.1 and GE’s payment and reimbursement obligations under
Section 2.01(f) of the Global Transition Services Agreement shall not in the
aggregate exceed the Total Conversion Cost Amount.  For the


 


10

















 


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


 


3.3.2             FIGSL Services Conversion Costs


 


The GEIH Group shall be solely responsible without limitation for
paying any Conversion Costs in respect of the FIGSL Services and any such
Conversion Costs or related costs shall not be included in the Total Conversion
Cost Amount.


 


3.4          Prior
to GELS’ payment of or reimbursement for Conversion Costs pursuant to Clause
3.3 above, FIGSL shall provide GELS with an invoice accompanied by reasonably
detailed data and documentation sufficient to evidence the Conversion Costs for
which FIGSL is seeking payment or reimbursement.  Upon receipt of such invoice and data and documentation, GELS
shall, except as otherwise provided in Clause 3.3, either pay the amount of
such invoice directly in accordance with the vendors’ or suppliers’ payment
terms relating to that invoice, where such terms have been previously agreed by
GELS or reimburse FIGSL for its payment of the invoice within 30 days of the
date of GELS’ receipt of such invoice and request for reimbursement from
FIGSL.  If GELS in good faith disputes
the invoiced amount, then the parties shall work together to resolve such
dispute.  If the parties are unable to
resolve such dispute within 30 days, the dispute shall be resolved pursuant to
Clause 25 (Applicable
Law and Dispute Resolution). The parties acknowledge and agree that
no prior approval shall be required from the GEIH Group or GELS in order for
FIGSL to seek any reimbursement pursuant to Clause 3.3 and this Clause..


 


4              OTHER ARRANGEMENTS/ADDITIONAL AGREEMENTS/CONSENTS


 


4.1          During the period beginning on the date
hereof and ending on the Trigger Date, the FIGSL Group is or may become a party
to certain corporate purchasing contracts, master services agreements, vendor
contracts, software and other Intellectual Property licenses or similar
agreements unrelated to the FIGSL Services (the “FIGSL Vendor Agreements”)
under which (or under open work orders thereunder) the GEIH Group purchases
goods or services, licenses rights to use Intellectual Property and realises
certain other benefits and rights.  The
parties hereby agree that the GEIH Group shall continue to retain the right to
purchase goods or services and continue to realise such other benefits and
rights under each FIGSL Vendor Agreement to the extent allowed by such FIGSL
Vendor Agreement until the expiration or termination of such FIGSL Vendor Agreement
for any reason.  Additionally, for so
long as the purchasing or other rights remain in full force and effect under a
FIGSL Vendor Agreement and the GEIH Group continues to exercise its purchasing
or other rights and benefits under such FIGSL Vendor Agreement and for a period
of six months thereafter, FIGSL shall use its commercially reasonable efforts,
upon the written request of GELS, to assist the GEIH Group in obtaining a
purchasing contract, master services agreement,


 


11

















 


vendor contract
or similar agreement directly with the third party provider that is a party to
the FIGSL Vendor Agreement.


 


4.2          During the period beginning on the date
hereof and ending on the Trigger Date, the GEIH Group is or may become a party
to certain corporate purchasing contracts, master services agreements, vendor
contracts, software and other Intellectual Property licenses or similar
agreements unrelated to the GEIH Services (the “GEIH Vendor Agreements”)
under which (or under open work orders thereunder) the FIGSL Group purchases
goods or services, licenses rights to use Intellectual Property and realises
certain other benefits and rights.  The
parties hereby agree that the FIGSL Group shall continue to retain the right to
purchase goods or services and continue to realise such other benefits and
rights under each GEIH Vendor Agreement 
to the extent allowed by such GEIH Vendor Agreement until the expiration
or termination of such GEIH Vendor Agreement for any reason.  Additionally, for so long as the purchasing
or other rights remain in full force and effect under a GEIH Vendor Agreement
and the FIGSL Group continues to exercise its purchasing or other rights and
benefits under such GEIH Vendor Agreement and for a period of six months
thereafter, GELS shall use its commercially reasonable efforts, upon the
written request of FIGSL, to assist the FIGSL Group in obtaining a purchasing
contract, master services agreement, vendor contract or similar agreement
directly with the third party provider that is a party to the GEIH Vendor
Agreement.


 


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


 


4.4          Each party will allow the other party and its
Representatives reasonable access to its facilities as necessary for the
performance of the Services.


 


4.5          The parties acknowledge and agree that
certain software and other licences, consents, approvals, notices,
registrations, recordings, filings and other actions need to be obtained in
order to allow the Services to be provided (collectively, “Consents”).  The GEIH Group shall, after consultation
with FIGSL, either directly pay the out-of-pocket costs of obtaining,
performing or satisfying such Consents (the “Consents Costs”) or, after
any Consent is obtained, satisfied or performed, reimburse FIGSL for all actual
Consents Costs incurred by FIGSL in connection with obtaining, performing or
satisfying such Consents, provided however that the GEIH Group’s payment and
reimbursement obligations in respect of the Consents Costs under this Clause
and Clause 4.7.4 and GE’s payment and reimbursement obligations under Section
4.04(a) of the Global Transition Services Agreement shall not in the aggregate
exceed the Total Consents Cost Amount. 
For the purposes of this Clause, the “Total Consents Cost Amount”
means US$11 million which amount represents the parties’ agreed-upon good faith
estimate of the anticipated out-of-pocket costs with
respect to obtaining, performing or otherwise satisfying (i) the Consents  pursuant to the terms of this Agreement
and (ii) the Consents (as such term is defined in the Global Transition
Services Agreement) pursuant to the terms of the Global Transition


 


12

















 


Services Agreement. 
The GEIH Group shall be solely responsible for paying any costs or fees
in connection with any Consents with respect to the FIGSL Services and any such
costs or fees shall not be included in the Total Consents Cost Amount.


 


4.6          Prior to receiving any reimbursement pursuant
to Clause 4.5 above, FIGSL shall provide GELS with an invoice accompanied by
reasonably detailed data and documentation sufficient to evidence the Consents
Costs for which FIGSL is seeking reimbursement.  Upon receipt of such invoice and data and documentation, GELS
shall, except as otherwise provided in Clause 4.5, pay the amount of such
invoice to FIGSL within 30 days of the date of receipt of such invoice.  If GELS in good faith disputes the invoiced
amount, then the parties shall work together to resolve such dispute.  If the parties are unable to resolve such
dispute within 30 days, the dispute shall be resolved pursuant to Clause 25 (Applicable
Law and Dispute Resolution).  The parties acknowledge and agree that no prior approval shall be
required from the GEIH Group or GELS in order for FIGSL to seek any
reimbursement pursuant to Clause 4.5 and this Clause.


 


4.7          The parties agree that the leases and
sub-leases listed in Part C of Schedule 1 shall have been assigned to or
granted by the appropriate party by the Commencement Date, subject to obtaining
any necessary third party consents or approvals.  A party to whom a lease or sub-lease is to be assigned or granted
agrees to accept such assignment or grant. 
To the extent that any such leases or sub-leases shall not have been
granted or assigned by the Commencement Date:


 


4.7.1             notwithstanding Section 2.4.(a) of the Master Agreement, the  leases in respect of (a) Radcliffe House,
Keynes House and Pease House Old Charlton Road Priory Park Hitchin; (b) 25 Car
Parking Spaces at Priory Park Hitchin; and (c) 88 Car Parking Spaces in the
Woodlands Car Park at Hitchin Conference & Banqueting Centre Hitchin each
dated 8 April 2002 and made between (1) GE Pensions Limited (2) GE Insurance
Holdings Limited (3) FIGSL shall not terminate with effect from the Closing
Date but shall continue in full force and effect and shall be assigned to GELS
in accordance with this Clause 4.7;


 


4.7.2             the parties agree to work together in good faith to effect the
assignment or grant (as appropriate) of any such leases or subleases;


 


4.7.3             to the extent that any assignment or grant of such leases and
sub-leases is subject to or conditional upon any third party consents or
approvals, the parties shall use their commercially reasonable endeavours to
obtain such consents and approvals;


 


4.7.4             subject to Clause 4.5, GELS agrees that it shall pay or reimburse
FIGSL for any third party costs payable by FIGSL in relation to the assignment
or grant of the leases and sub-leases listed in Part C of Schedule 1;


 


4.7.5             FIGSL agrees to hold the leases or sub-leases which are to be
assigned to GELS for the use and benefit of GELS and GELS shall pay or
reimburse FIGSL for all amounts paid or incurred in connection with such leases
and sub-leases. In addition, FIGSL shall, insofar as reasonably possible and to
the extent permitted by applicable law, treat such leases and sub-leases in


 


13

















 


the ordinary course of business in
accordance with past practice and take such other actions as may be reasonably
requested by GELS in order to place GELS in the same position as if the
relevant leases and sub-leases had been assigned as at the Commencement Date
and so that all the benefits and burdens relating to such leases and
sub-leases, including possession, use, risk of loss, potential for gain, and
dominion, control and command over such leases and sub-leases, is to inure to
GELS from and after the Commencement Date.


 


4.7.6             FIGSL shall not be obligated to expend any money in connection with
any leases or sub-leases listed on Part C to Schedule 1 which are to be
retained by it pending their assignment to GELS unless the necessary funds are
advanced (or otherwise made available) by GELS, other than reasonable
out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of
which shall be promptly reimbursed by GELS.


 


4.8          The parties acknowledge that it is
anticipated that the Transfer Regulations will operate to transfer the
contracts of employment of all employees of FIGSL who work primarily for or
primarily in support of the members of the GEIH Group
(other than Financial
Insurance Company Limited, FACL, Consolidated Insurance Group Limited, GE
Financial Assurance, Compania de Seguros y Reaseguros de Vida S.A. and GE
Financial Insurance, Compania de Seguros y Reaseguros S.A.), other than those
employees who provide support to such members of the GEIH Group solely by
virtue of FIGSL’s obligations hereunder, to GELS on the Closing Date.  In the event any such employees shall not
have been transferred to GELS on the Closing Date:


 


4.8.1             the parties agree to work together in good faith to effect the
transfers of any such employees to GELS;


 


4.8.2             GELS agrees that it shall reimburse FIGSL for all costs incurred in
continuing to employ such employees for the period between the Closing Date and
the transfer of such employees to GELS taking effect (the “Interim Period”), having
reference to such employees’ existing contracts of employment and FIGSL’s past
practice;


 


4.8.3             GELS agrees that it shall reimburse FIGSL in respect of all
liabilities incurred during the Interim Period as a result of continuing to
employ such employees for the Interim Period, including any liabilities arising
out of any unfair or constructive dismissal claims brought by such employees
against FIGSL; and


 


4.8.4             GELS agrees to reimburse FIGSL for any costs and liabilities FIGSL
incurs if FIGSL makes such employees redundant during the Interim Period,
subject to FIGSL having consulted GELS prior to making any such redundancies.


 


FIGSL agrees
that it shall at all times act reasonably and in good faith in relation to the
transfer of the relevant employees to GELS and the recovery of costs and
liabilities in respect of employees who shall not have been transferred to GELS
on the Closing Date, including without limitation the costs and liabilities of
making such employees redundant, from GELS.


 


14

















 


4.9          The parties intend that any supplier
contracts which need to be transferred from the GEIH Group to FIGSL or from the
FIGSL Group to GELS to allow the Services to be provided or to enable the
provision by GELS and FIGSL of services to their respective Group Companies
shall have been transferred by the Commencement Date.  To the extent that any such contracts shall not have been
transferred by the Commencement Date, the parties agree to work together in
good faith to effect the transfers of any such contracts.


 


4.10        The parties intend that any Intellectual
Property which needs to be transferred from the GEIH Group to FIGSL or from the
FIGSL Group to GELS to allow the Services to be provided or to enable the
provision of GELS and FIGSL of services to their respective Group Companies
shall have been transferred by the Commencement Date.  To the extent that any such Intellectual Property shall not have
been transferred by the Commencement Date, the parties agree to work together
in good faith to effect the transfers of any such Intellectual Property.


 


4.11        With effect from the date on which the UK Scheme is approved in
respect of substantially the whole of the business of FACL (as calculated by
reference to the number of jurisdictions in which approval of the UK Scheme is
obtained) (the “UK Scheme Effective Date”), GELS shall procure that FACL shall
grant to Financial New Life Company Limited a sole licence to use the name
“Financial Assurance Company Limited” and all and any derivatives thereof as a
trading or business name in those jurisdictions in which approval of the UK
Scheme has been obtained (the “FACL Name Licence”). Each party agrees and
acknowledges that the FACL Name Licence is to be granted on an “as is” basis,
with all faults and without warranty of any kind, and that the GEIH Group does
not make and specifically disclaims any representations, warranties, express or
implied in respect of the FACL Name Licence. 
FIGSL assumes for itself and on behalf of the FIGSL Group all risk and
liability resulting from Financial New Life Company Limited’s use of the FACL
Name Licence. FACL shall continue to be registered with the name “Financial
Assurance Company Limited” and shall be entitled to use such name and its
derivatives only:


 


4.11.1          in those jurisdictions in which approval of the UK Scheme is not
obtained on the UK Scheme Effective Date; or


 


4.11.2          as required by law.


 


4.12        Following the UK Scheme Effective Date, in the event the UK Scheme
is approved in any other jurisdiction GELS shall promptly at FIGSL’s request
procure that FACL extends the FACL Name Licence to such jurisdiction.  Following the extension of the FACL Name
Licence to any other jurisdiction FACL shall cease to use the name “Financial
Assurance Company Limited” and all and any derivatives thereof in such jurisdiction,
save as required by law.


 


4.13        Upon the UK Scheme
being approved in all relevant jurisdictions, GELS
shall procure that:


 


4.13.1          FACL shall immediately transfer to Financial New Life Company
Limited all rights it owns in the name “Financial Assurance Company Limited”
and all and any of the derivatives thereof;


 


15

















 


4.13.2          FACL is reregistered under a different name; and,


 


4.13.3          save as required by law, FACL shall cease to use the name and all
and any derivatives thereof in all jurisdictions.


 


5              THE PROVIDER’S
RESPONSIBILITIES


 


5.1          The Provider shall act on behalf of the
Recipient Group Companies but in respect of each Recipient Group Company, only
to the extent of the authority given from time to time by such Recipient Group
Company.  A Recipient Group Company may
vary its instructions to the Provider at any time.


 


5.2          The Provider shall comply with all reasonable
security requirements of the Recipient Group Companies and shall procure that
all of its employees, agents and sub-contractors shall likewise comply with
such requirements.


 


5.3          The Provider shall notify the Recipient Group
Companies of any special health and safety hazards of which it is aware (after
making all reasonable enquiries) and which may be involved in performing the
Services. The Provider shall further notify the Recipient Group Companies in
advance of the Commencement Date of any information or requirements affecting
the Recipient Group Companies under any legislation concerning health and
safety at work.


 


6              CHARGES


 


6.1          In consideration of the Provider providing
the Services to the Recipient and its Group Companies, the Recipient shall pay
to the Provider the Service Charges.


 


6.2          In addition, in connection with the
performance of the Services, the Provider may incur certain out-of-pocket costs
(“Other
Costs”), which shall, without duplication, either be paid directly
by the Recipient or reimbursed to the Provider by the Recipient; provided
that any Other Costs shall only be payable by the Recipient if such Other Costs
have been authorised by the relevant Services Manager prior to having been
incurred by the Provider and subject to receipt by the Recipient of data and
other documentation reasonably required to support the calculation of amounts
due to the Provider as a result of such Other Costs.


 


6.3          The parties acknowledge that the Service
Charges reflect charges for such maintenance, support, error correction,
training, updates and enhancements as shall be provided by the Provider pursuant
to Clause 2.5.


 


6.4          If the Recipient requests that the Provider
provide a custom modification in connection with any Service pursuant to Clause
2.6, the Recipient shall be responsible for the cost of such custom
modification.


 


7              TERMS OF PAYMENT


 


7.1          The Provider shall deliver an invoice to the
Recipient on a quarterly basis (or at such other frequency as is consistent
with the basis on which the Service Charges are determined and, if applicable,
charged to Affiliates of the Provider) in arrears for the Service Charges and
any Other Costs in respect of all Services provided to and Other Costs incurred
in respect of the Recipient and its Group during that quarter.


 


16

















 


7.2          The Recipient shall pay such invoice in full
to the Provider in UK sterling or in Euros, as appropriate, according to the
terms of the invoice, within seventy-five (75) days of the date of such invoice
in cleared funds to the bank nominated by the Provider.


 


7.3          If the Recipient fails to pay any amount due
to the Provider under this Agreement (excluding any amount contested in good
faith) by the due date for payment, the Recipient shall pay to the Provider, in
addition to the amount due, interest on such amount at the rate of 2% per annum
over Barclays Bank plc’s base rate from time to time  from the date the payment
was due until the payment is made in full, both before and after any judgment.


 


7.4          As soon as practicable after receipt by the
Provider of any reasonable written request from the Recipient, the Provider
shall provide the Recipient with data and documentation supporting the
calculation of any amount due to the Provider under this Agreement the subject
of the request for the purpose of verifying the accuracy of such calculation.
If after reviewing such data and documentation the Recipient disputes the
calculation of any amount due to the Provider then the dispute shall be
resolved pursuant to Clause 25 (Applicable Law and Dispute Resolution).


 


7.5          All sums due under this Agreement are
exclusive of VAT which shall where applicable be paid by the appropriate
Recipient.


 


7.6          The Provider shall be responsible for the
payment of all invoices due to third party suppliers in respect of Goods,
equipment or services supplied in connection with the Services.


 


7.7          The Recipient shall pay the full amount of
costs and disbursements including Other Costs incurred under this Agreement,
and shall not set-off, counterclaim or otherwise withhold any other amount owed
to the Provider on account of any obligation owed by the Provider to the
Recipient.


 


8              COMPLIANCE WITH
LAWS AND STANDARD FOR
SERVICES


 


8.1          Each Provider will perform the Services in
compliance with all applicable laws, enactments, orders, regulations, standards
and other similar instruments and all other applicable provisions hereof and
will obtain and maintain in force for the Term all licences, permissions,
authorisations, consents and permits required to comply with all laws,
enactments, orders, standards and regulations relevant to the performance of
the Services under this Clause including for the avoidance of doubt the rules
of any regulatory authority (whether the FSA or any other regulator) to the
extent they apply to the provision of the Services hereunder.


 


8.2          Except as otherwise provided in this
Agreement (including the Schedule hereto), the Provider agrees to perform the
Services such that the nature, quality, standard of care and the service levels
at which such Services are performed are no less than the nature, quality, standard
of care and service levels at which the substantially same services were
previously performed by or on behalf of the Provider or its predecessors, if
applicable, prior to the Commencement Date (the “Standard for Services”).


 


17

















 


8.3          The parties shall co-operate with each other
and use their good faith commercially reasonable efforts to effect the
efficient, timely and seamless provision and receipt of the Services.


 


9              WARRANTIES


 


9.1          All of the warranties specified in this
Clause 9 are without prejudice to any other warranties expressed in this
Agreement. Each such warranty shall be construed as a separate warranty and
shall not be limited or restricted by reference, or inference from, the terms
of any other warranty or any other term.


 


9.2          Each Provider hereby acknowledges and agrees
that compliance by it with each such warranty shall not relieve it of any of
its other obligations under this Agreement.


 


9.3          Each Provider warrants that, in the event
that it delivers any Goods, as at the date of delivery of any Goods:


 


9.3.1             subject to any valid retention of title to
the Goods by a third party, it has good title to the Goods and such title is
free of all liens, charges and encumbrances; and


 


9.3.2             the Goods are of satisfactory quality,
conform with the manufacturer’s specifications and are free from defects in
design, manufacture, use of or materials for a period of twelve (12) months
from the date of delivery;


 


and in the event this is discovered not to be the
case during such twelve (12) month period, without prejudice to any other right
or remedy which the Recipient may have, the Provider shall, at the Recipient’s
option, replace or repair the Goods free of charge For the avoidance of doubt,
the costs to the Provider of replacing or repairing the Goods shall be subject
to and count towards the overall cap on that Provider’s liability under this
Agreement contained in Clause 13.2.


 


9.4          Each Provider further warrants that:


 


9.4.1             it has taken all requisite corporate and
other action to approve the execution, delivery and performance of the
Agreement, and agrees to produce to the Recipient evidence of such action upon
reasonable request; and


 


9.4.2             it will not breach any rights (including but
not limited to rights relating to Intellectual Property) or commit, or involve
the Recipient in the commission of, any tort by entering into this Agreement
and that this Agreement will constitute valid and legally binding obligations
on the Provider in accordance with its terms when executed by such Provider.


 


10           CONTRAT
DE GROUPEMENT DE FAIT


 


In view of the tax benefits enjoyed by RD Plus S.A.,
Vie Plus S.A. and Assocred S.A. (all such companies being either a FIGSL Group
Company or a GEIH Group Company, and being together the “Groupement de Fait Parties”)
pursuant to the Contrat de Groupement de Fait and their wish to preserve such
tax benefits and for equivalent tax benefits to be obtained in respect of the
Services to be provided as


 


18

















 


between the Groupement de Fait Parties pursuant to
this Agreement, the parties hereto agree that the provisions of the Contrat de
Groupement de Fait shall continue to apply so far as is possible as between the
Groupement de Fait Parties to the extent necessary to preserve the tax benefits
currently enjoyed by the Groupement de Fait Parties and to obtain equivalent
tax benefits in respect of Services provided as between the Groupement de Fait
Parties pursuant to this Agreement, provided however that in the event of any
inconsistency between any of the provisions of this Agreement and the Contrat
de Groupement de Fait, the provisions of this Agreement shall prevail as
between the parties and the Groupement de Fait parties in respect of the matters
dealt with hereunder.


 


11           RECORDS AND AUDIT


 


11.1        The Provider shall maintain proper records (“Records”)
in connection with all Services provided by it under this Agreement.  The Provider shall allow the Recipient, its
employees, independent consultants, duly authorised agents, regulators and any
other third parties notified by the Recipient to the Provider (to which
notified parties the Provider does not reasonably object) to inspect and take
copies of or extracts from such Records at all reasonable times (i)  in connection with audits carried out
pursuant to this Clause 11 to the extent reasonably necessary for the purpose
of verifying the proper performance by the Provider of its obligations
hereunder and the amounts due to the Provider hereunder or (ii) in connection
with any agreements entered into by the Recipient pursuant to which the
Recipient has agreed to provide information to the third party.  The Provider shall afford the Recipient’s
employees, independent consultants, authorised agents, regulators and the third
parties notified by the Recipient to the Provider (to which notified parties
the Provider does not reasonably object) reasonable access to all other
relevant information, reports, documents, records, payments to suppliers, wage
slips (whether in human or machine readable form) and data.  All confidential information of the Provider
made available to the Recipient’s employees, independent consultants,
authorised agents and regulators under this Clause 11 shall be treated in
accordance with Clause 16 (Confidentiality).


 


11.2        The Recipient reserves the right to conduct
periodic audits to verify the Provider’s proper performance of the Services and
the cost effectiveness and efficiency thereof. 
Such audits may be carried out by the Recipient’s employees, independent
consultants, duly authorised agents and regulators and shall be carried out at
the Recipient’s expense.  The Provider
hereby grants the Recipient, its employees, independent consultants, duly
authorised agents and regulators a right of access to such of its records,
employees and premises as the Recipient may reasonably request for the purposes
of conducting such audits.  The Provider
shall make available such facilities and give such assistance as the Recipient
may reasonably request in connection with the carrying out of any such audit.


 


11.3        Where an audit is to be carried out pursuant
to this Clause 11, the audit shall be conducted with reasonable notice and
shall be subject to the consent of the relevant Provider, which shall not be
unreasonably withheld or delayed.


 


11.4        If as a result of an audit carried out
pursuant to this Clause 11 a Recipient is unable to verify Service Charges
previously demanded by its Provider and paid by that Recipient, the Recipient
shall have the right to receive a refund of or proportionate reduction in the
Service Charges for any such amount that cannot be verified.  In the


 


19

















 


event that a
Recipient is entitled to such a refund or reduction following an audit carried
out pursuant to this Clause 11, that Recipient may request, and the Provider
shall be obliged to pay, a reasonable proportion of the cost of carrying out
the audit, bearing in mind the amount of refund or reduction to which the
Recipient is entitled.


 


12           INTELLECTUAL
PROPERTY


 


12.1        The Recipient shall be the owner of and has
title to all property and Intellectual Property in any data, procedures,
documentation or materials provided to the Provider hereunder by the Recipient
or prepared or maintained by the Provider on behalf of the Recipient in
connection with the provision of the Services. 
The Provider hereby agrees from time to time to execute such documents
and do such further acts or things as may be necessary to vest title to such Intellectual
Property in the Recipient.  The
Recipient shall be entitled, at its sole cost and expense, to inspect and make
copies of any such data, documentation and materials during normal office hours
upon reasonable advance notice to the Provider.  All such materials or documentation must be returned in good
order and condition at the sole cost and expense of the Provider on request or
on termination of this Agreement in a mutually agreed upon format and shall not
be copied or used for any other purpose other than for carrying out the
Services pursuant to this Agreement provided that the Provider shall be
entitled, at its sole cost and expense, to retain one copy of all such data,
documentation and materials for archiving purposes and for the purposes of responding
to any dispute which may arise in connection with the Services.


 


12.2        Each Provider represents and warrants that:


 


12.2.1             save for the Consents, it has all necessary
rights, authorisations and licences to provide the Services;


 


12.2.2             it has the authority to grant the rights to
be granted to the Recipient hereunder;


 


12.2.3             neither the supply to the Recipient of the
Services (or any Goods where relevant) or any part thereof nor the use by the
Recipient of the Services (or any Goods) or any part thereof shall in any way
constitute an infringement or other violation of any Intellectual Property of
any third party; and


 


12.2.4             it owns or has obtained valid licences for
all Intellectual Property which are necessary to the performance of any of its
obligations hereunder.


 


13           LIMITATION OF
LIABILITY AND INDEMNITIES


 


13.1        Save as provided in Clauses 13.2 and 13.4,
and subject to Clause 13.8, no Provider or its Affiliates or any of their
respective directors, officers or employees or any of the heirs, executors,
successors and or assigns of any of the foregoing (each, a “Provider
Indemnified Party”) shall have any liability in contract, tort or
otherwise to the Recipient or its Affiliates or Representatives for or in
connection with any Services rendered or to be rendered by any Provider
Indemnified Party pursuant to this Agreement, (ii) the transactions
contemplated by this Agreement or (iii) any Provider Indemnified Party’s
actions or inactions in connection with any such Services or


 


20

















 


transactions. For
the avoidance of doubt this Clause shall not preclude a Recipient from
exercising any remedies expressly provided elsewhere in this Agreement.


 


13.2        Each Provider shall indemnify, defend and
hold harmless each relevant Recipient and each of its subsidiaries and each of
their respective directors, officers and employees, and each of the heirs,
executors, successors and assigns of any of the foregoing (each a “Recipient
Indemnified Party”), from and against any and all liabilities of the
Recipient Indemnified Parties relating to, arising out of, or resulting from:


 


(i)            the gross negligence or wilful misconduct of
a Provider Indemnified Party in connection with the Provider Indemnified
Party’s provision of the Services;


 


(ii)           the improper use or disclosure of information
of, or regarding, a customer or potential customer of a Recipient Indemnified
Party in connection with the Provider Indemnified Party’s provision of the
Services; or


 


(iii)         any violation of applicable law or regulation
by a Provider Indemnified Party in connection with the Provider Indemnified
Party’s provision of the Services including without limitation any breach of
the FSA’s rules or any other regulator’s rules, save where the Provider Indemnified
Party was acting in compliance with the Recipient Indemnified Party’s express
instructions,


 


provided that, subject to Clause 13.8, (a) the
aggregate liability of FIGSL as a Provider pursuant to this Clause shall in no
event exceed £5 million and (b) the aggregate liability of GELS as a Provider
pursuant to this Clause shall not exceed £5 million.


 


13.3        Each Recipient shall indemnify, defend and
hold harmless each relevant Provider Indemnified Party from and against any and
all liabilities of the Provider Indemnified Parties relating to, arising out
of, or resulting from the provision of the Services by any Provider or any of
its subsidiaries (including without limitation any liabilities arising out of
any violation of applicable law or regulation or any breach of the FSA’s rules
or any other regulator’s rules by a Recipient Indemnified Party in connection
with the Services) except for (A) any liabilities that result from a Provider
Indemnified Party’s negligence in connection with the provision of the Services,
(B) any liabilities that result from a Provider Indemnified Party’s breach of
this Agreement or (C) any liabilities for which the Provider is required to
indemnify a Recipient Indemnified Party pursuant to Clause 13.2.  For the avoidance of doubt, a Recipient’s
liability under this Clause 13.3 shall be unlimited save as provided in Clause
13.5.


 


13.4        In addition, save as provided in Clause 4.8,
the parties agree they shall share equally any liability incurred by a party or
any of its Group Companies in connection with any claim brought against a party
or any of its Group Companies pursuant to the Transfer Regulations by any
employee of either party or any of the parties’ Group Companies in connection
with the termination of any Service under this Agreement or of the Agreement as
a whole (an “Employee Claim”). Each party shall indemnify the other party
and each of the other party’s Group Companies against fifty per cent. (50%) of
all expenses, damages, compensation, fines and other liabilities including
reasonable legal costs arising out of or in connection with any Employee Claim.


 


21

















 


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


 


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


 


13.7        Subject to Clause 13.8 but notwithstanding
any other provision contained in this Agreement, neither party shall be liable
to the other for any special, indirect, punitive, incidental or consequential
losses, damages or expenses of the other, including, without limitation, loss
of profits, arising from any claim relating to breach of this Agreement or
otherwise relating to any of the Services provided hereunder save that the
limitations contained in this Clause 13.5 shall not apply to:


 


13.7.1          damages awarded to a third party pursuant to
a third party claim for which a Provider is required to indemnify, defend and
hold harmless any Recipient Indemnified Party under Clause 13.2;


 


13.7.2          damages awarded to a third party pursuant to
a third party claim for which a Recipient is required to indemnify, defend and
hold harmless any Provider Indemnified Party under Clause 13.3;


 


13.7.3          damages awarded to a third party pursuant to
a third party claim for which FIGSL or any of its Affiliates is required to
indemnify, defend and hold harmless any GEIH Indemnified Party under Clause
13.5; or


 


13.7.4          damages awarded to a third party pursuant to
a third party claim for which GELS or any of its Affiliates is required to
indemnify, defend and hold harmless any FIGSL Indemnified Party under Clause
13.6.


 


13.8        Nothing in this Agreement shall exclude or
limit the liability of a party in respect of:


 


13.8.1          death or personal injury caused by the negligent
or malicious acts or omissions of such party;


 


13.8.2          fraud;


 


13.8.3          the indemnities in respect of Employee Claims
contained in Clause 13.4; or


 


13.8.4          GELS’ payment obligations in respect of employees under Clause 4.8.


 


22

















 


13.9        Nothing in this Clause 13 shall be deemed to eliminate or limit in
any respect GELS or FIGSL’s express payment and reimbursement obligations under
this Agreement.


 


14           CONDUCT OF CLAIMS


 


14.1        If a party entitled to indemnification under
Clause 13 (the “Indemnified Party”) becomes aware of a matter which may give
rise to a claim by a third party in respect of which the other party (the “Indemnifying
Party”) may be required to indemnify the Indemnified Party (a “Relevant
Claim”) or any proceedings shall be instituted against the
Indemnified Party which may give rise to a Relevant Claim, the Indemnified
Party shall give notice thereof in writing to the Indemnifying Party within 20
days of becoming aware of such Relevant Claim or such proceedings, stating in
reasonable detail the nature of the matter on a without prejudice basis, if
practicable and the amount claimed. Notwithstanding the foregoing, the failure
of any Indemnified Party to give notice pursuant to this Clause 14.1 shall not
relieve the Indemnifying Party of its obligations under Clause 13.


 


14.2        The Indemnifying Party shall have the option,
at its own expense and subject to the Indemnified Party being indemnified by
the Indemnifying Party against all costs and liabilities incurred by the
Indemnified Party in relation thereto, to assume the defence of a Relevant
Claim, including the instruction of legal advisers reasonably satisfactory to
the Indemnified Party to represent the Indemnified Party and any others which
the Indemnifying Party may designate in such proceedings and the Indemnifying
Party shall pay the fees and disbursements of such legal advisers related to
such proceedings. Within 30 days of the receipt of notice from the
Indemnified Party pursuant to Clause 14.1 (or sooner, if the nature of the
Relevant Claim requires), the Indemnifying Party shall notify the Indemnified
Party whether it chooses to assume the defence of the Relevant Claim, which
notice shall specify any reservations or exceptions.


 


14.3        If the Indemnifying Party exercises the
option referred to in Clause 14.2:


 


14.3.1          the Indemnified Party shall provide to the
Indemnifying Party and its advisers reasonable access to its personnel and to
its premises, assets and documents and records in its possession or under its
control, and give the Indemnifying Party any information and assistance as it
shall reasonably request, and the Indemnifying Party may, at its cost, take
copies of such documents and records as it reasonably requires;


 


14.3.2          the Indemnified Party shall take any action
and institute any proceedings, to enable the Indemnifying Party to dispute,
resist, appeal, compromise, defend, remedy or mitigate the Relevant Claim or
enforce against another person the Indemnified Party’s rights in relation to
the Relevant Claim;


 


14.3.3          the Indemnifying Party shall, if so required
by the Indemnified Party, maintain consultation with the Indemnified Party on
all aspects of such proceedings and shall provide the Indemnified Party with
all information reasonably requested by it in relation to such proceedings; and


 


23

















 


14.3.4          the Indemnified Party shall have the right to
retain its own legal advisers, but the fees and expenses of such legal advisers
shall be at the expense of the Indemnified Party unless:


 


(a)           the Indemnifying Party and the Indemnified
Party shall have mutually agreed to the retention of such legal advisers; or


 


(b)           the named parties to any such proceedings
(including any added parties) include both the Indemnifying Party and the
Indemnified Party and representation of both parties by the same legal advisers
would be inappropriate due to actual or potential differing interests between
them.


 


14.4        If the Indemnifying Party does not exercise
its option contained in Clause 14.2, or fails to notify the indemnified Party
that it chooses to exercise such option within the relevant timetable set out
in that Clause, in the event of a Relevant Claim the Indemnified Party shall,
subject to being indemnified by the Indemnifying Party against all costs and
liabilities incurred in so doing:


 


14.4.1          take or procure such action to be taken as
the Indemnifying Party shall reasonably request to deal with a Relevant Claim;


 


14.4.2          if so required by the Indemnifying Party,
maintain consultation with the Indemnifying Party on all aspects of any
proceedings in defence of a Relevant Claim; and


 


14.4.3          provide the Indemnifying Party with all
information reasonably requested by it in relation to such proceedings.


 


14.5        Unless the Indemnifying Party has failed to
assume the defence of a Relevant Claim, the Indemnified Party shall not admit
liability in respect of a Relevant Claim, nor compromise, nor settle any
proceedings in defence of a Relevant Claim, without the written consent of the
Indemnifying Party (such consent not to be unreasonably withheld or delayed).
No Indemnifying Party shall consent to entry of any judgment or settle any
proceedings in defence of a Relevant Claim without the consent of the
Indemnified Party if the effect thereof is to permit any injunction,
declaratory judgment, other order or other non-monetary relief to be entered
directly or indirectly against the Indemnified Party.


 


14.6        No Indemnifying Party shall, without the
prior written consent of the Indemnified Party, effect any settlement of any
pending or threatened Relevant 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, unless such settlement includes an unconditional
release of such Indemnified Party from all liability on claims that are the
subject matter of such Relevant Claim.


 


14.7        Any liabilities for which an Indemnified
Party is entitled to indemnification or contribution under Clause 13 shall be
paid by the Indemnifying Party to the Indemnified Party as such liabilities are
incurred.  The indemnity and
contribution agreements contained in Clause 13 shall remain operative and in
full force and effect,


 


24

















 


regardless of (i)
any investigation made by or on behalf of any Indemnified Party and (ii) any
termination of this Agreement.


 


14.8        Any claim on account of a liability which
does not result from a Relevant Claim shall be asserted by written notice given
by the Indemnified Party to the applicable Indemnifying Party. Such
Indemnifying Party shall have a period of 30 days after the receipt of such
notice within which to respond thereto. If such Indemnifying Party does not
respond within such 30-day period, such Indemnifying Party shall be deemed to
have refused to accept responsibility to make payment. If such Indemnifying
Party does not respond within such 30-day period or rejects such claim in whole
or in part, such Indemnified Party shall be free to pursue such remedies as may
be available to such party as contemplated by this Agreement.


 


14.9        If payment is made by or on behalf of any
Indemnifying Party to any Indemnified Party in connection with any Relevant
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, defence or claim relating to
such Relevant Claim against any claimant or plaintiff asserting such Relevant
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, defence or claim.


 


14.10      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 endeavour 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 Clause, 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, legal 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.


 


14.11      The Indemnified Party shall have no right to
an indemnity under Clause 13 in respect of any liability to the extent that it
actually recovers any monies in respect of such liability under any insurances
it maintains.  If an Indemnified Party
receives a payment in respect of a liability pursuant to the indemnities
contained in Clause 13 from the Indemnifying Party and subsequently recovers
monies under its insurances in respect of such liability, the Indemnified Party
shall reimburse the Indemnifying Party an amount equal to the monies received
under its insurances.


 


14.12      The Indemnified Party shall use its
commercially reasonable efforts to seek or collect or recover any insurance
monies (save from any captive insurance subsidiary) to which the Indemnified
Party is entitled in connection with any liability for which it is indemnified
under Clause 13.


 


14.13      The Indemnified Party shall use its
commercially reasonable endeavours to mitigate any loss in respect of which it
is indemnified under Clause 13.


 


25

















 


15           ASSIGNMENT AND SUB-CONTRACTING


 


15.1        This Agreement shall not be assigned or
transferred by a party hereto without the prior written consent of the other
party save as provided in Clause 15.2.


 


15.2        In the event a Recipient sells the whole or
part of any Recipient Group Company (a “Recipient Divested Company”) or the whole
or part of the business of any Recipient Group Company (a “Recipient Divested Business”)
to a third party, the Provider shall remain obliged to continue to provide
Services to such Recipient Divested Company or the purchaser of such Recipient
Divested Business (but not otherwise to such purchaser) to the extent it was
providing such Services immediately prior to such divestiture, pursuant to the
terms of this Agreement, unless otherwise agreed upon by the parties hereto,
provided however that the Provider’s obligation to provide Services to a
Recipient Divested Company or the purchaser of a Recipient Divested Business
shall be subject to:


 


(i)            the implementation of new Service Charges as
between the Provider and such Recipient Divested Company or the third party
purchaser of such Recipient Divested Business for such Services, which new
Service Charges shall be proposed by the Provider at its sole discretion save
that such new Service Charges shall be consistent with applicable market rates
for such Services;


 


(ii)           the Recipient or the Recipient Divested Company
or the third party purchaser of such Recipient Divested Business agreeing to
pay or cause to be paid any incremental fees or expenses incurred by the
Provider in connection with establishing or transferring the provision of such
Services to the third party;


 


(iii)         obtaining any consents that are necessary to
enable the Provider to provide the Services to the Recipient Divested Company
or the third party purchaser of such Recipient Divested Business, provided that
FIGSL and GELS shall each use commercially reasonable efforts to obtain any
such consents;


 


(iv)          the Recipient Divested Company or the third
party purchaser of such Recipient Divested Business agreeing to any reasonable
security measures implemented by the Provider in providing the Services as
deemed necessary by the Provider to protect its Information Systems; and


 


(v)            the Recipient Divested Company or the third
party purchaser of such Recipient Divested Business agreeing in writing to be
bound by all applicable provisions of this Agreement.


 


15.3        In the event a Recipient Group Company
acquires a business or portion thereof by merger, stock purchase, asset
purchase, reinsurance or other means that engages in the same type of business
as the relevant Recipient Group, (a “Recipient Acquired Company”), then the
Provider shall be obliged to provide the Services to such Recipient Acquired
Company, to the extent applicable, pursuant to the terms of this Agreement,
unless otherwise agreed upon by the parties hereto provided however that in the
event the acquisition of a Recipient Acquired Company results in a change to
the volume or quantity of any Service which causes a material increase in the
Provider’s costs of providing such Service, the parties shall negotiate in good
faith and use their commercially reasonable efforts to agree upon a price
increase to the


 


26

















 


Service Charges
for such Service to compensate the Provider for the increase in the cost of
providing such Service.


 


15.4        Nothing in this Clause shall be deemed to
waive any party’s rights to relieve or otherwise satisfy any party’s
non-compete obligations between GE and Genworth provided for under the Master
Agreement.


 


15.5        The parties may sub-contract any of their
obligations under this Agreement but a sub-contracting party must ensure that
its subcontractor complies with all of that party’s obligations under this
Agreement and the sub-contracting party shall remain responsible at all times
for the performance of such obligations.


 


16           CONFIDENTIALITY


 


16.1        GELS shall not, and shall cause its
Affiliates and Representatives not to, directly or indirectly, disclose,
reveal, divulge or communicate to any person other than its Representatives or
its Affiliates who reasonably need to know such information in providing
services to any member of the FIGSL Group or use or otherwise exploit for its
own benefit or for the benefit of any third party, any FIGSL Confidential
Information.  For purposes of this
Clause, “FIGSL
Confidential Information” means any information, material or
documents relating to the businesses currently or formerly conducted, or
proposed to be conducted, by any member of the FIGSL Group furnished to or in
possession of the GEIH Group, irrespective of the form of communication, and all
notes, analyses, compilations, forecasts, data, translations, studies,
memoranda or other documents prepared by the GEIH Group or their respective
officers, directors and Affiliates, that contain or otherwise reflect such
information, material or documents. 
FIGSL 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
any member of the GEIH Group in breach of this Clause, or (ii) GELS can
demonstrate was or became available to the GEIH Group from a source other than
the FIGSL Group or their Affiliates provided however that the source of such
information was not known by the GEIH Group to be bound by a confidentiality
agreement with, or other contractual, legal or fiduciary obligation of
confidentiality to, FIGSL or any member of the FIGSL Group with respect to such
information.


 


16.2        FIGSL shall not, and shall cause its
Affiliates and Representatives, not to, directly or indirectly, disclose,
reveal, divulge or communicate to any person other than its Representatives or
its Affiliates who reasonably need to know such information in providing
services to any member of the GEIH Group or use or otherwise exploit for its
own benefit or for the benefit of any third party, any GEIH Confidential
Information.  For purposes of this
Clause, “GEIH
Confidential Information” means any information, material or
documents relating to the businesses currently or formerly conducted, or
proposed to be conducted, by any member of the GEIH Group furnished to or in
possession of the FIGSL Group, irrespective of the form of communication, and
all notes, analyses, compilations, forecasts, data, translations, studies,
memoranda or other documents prepared by the FIGSL Group or their respective
officers, directors and Affiliates, that contain or otherwise reflect such
information, material or documents. 
GEIH 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


 


27

















 


by any member of
the FIGSL Group in breach of this Clause, or (ii) FIGSL can demonstrate was or
became available to the FIGSL Group from a source other than the GEIH Group or
their Affiliates; provided however that the source of such information was not
known by the FIGSL Group to be bound by a confidentiality agreement with, or
other contractual, legal or fiduciary obligation of confidentiality to, the
GEIH Group or any member of the GEIH Group with respect to such information.


 


16.3        If either party is 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 or regulation to disclose or provide
any FIGSL Confidential Information or GEIH Confidential Information, as
applicable, the entity or person receiving such request or demand shall (where
permitted by law) 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 FIGSL Confidential Information or
GEIH Confidential Information, as the case may be, to the extent required by
such law (as so advised by counsel) or regulation or by lawful process or such
governmental authority.


 


16.4        Notwithstanding anything to the contrary set
forth in this Agreement or in any other agreement to which the parties hereto
are parties or by which they are bound, the obligations of confidentiality
contained herein and therein, as they relate to the transactions contemplated
by the Master Agreement, shall not apply to the tax structure or tax treatment
of such transactions, and each party hereto (and any employee, Representative,
or agent of any party thereto) may disclose to any and all persons, without
limitation of any kind (including opinions or other tax analysis) that are
provided to such party relating to such tax treatment and tax structure; provided,
however, that such disclosure shall not include the name (or other
identifying information not relevant to the tax structure or tax treatment) of
any person and shall not include information for which nondisclosure is reasonably
necessary in order to comply with applicable securities laws.


 


17           TERMINATION


 


17.1        Automatic
Termination


 


17.1.1          This Agreement shall terminate automatically
in relation to an individual Service on the applicable Service Termination Date
unless the Provider and Recipient agree to extend the Service Termination Date
in which case this Agreement shall terminate in relation to that Service on the
extended Service Termination Date.


 


17.1.2          This Agreement shall terminate automatically
on the date on which the last remaining Service being provided under this
Agreement shall terminate.


 


28

















 


17.2        Failure
to Perform


 


If at any time during the Term a party commits a
breach of its material obligations hereunder and in the case of a breach
capable of remedy, fails to remedy such breach within sixty (60) working days
after receipt of notice from the other party to remedy the same, the other
party shall be entitled to terminate this Agreement with immediate effect by written
notice in respect of any or all of the Services provided or received by the
party in breach provided however that no Service may be terminated pursuant to
this Clause 17.2 until the parties have completed the dispute resolution
process set out in Clause 25.2.2 with respect to such Service and the Chief
Executive Officers of the parties have failed to resolve matters.


 


17.3        By
Mutual Agreement


 


The parties
may from time to time agree in writing to terminate any Service in whole but
not in part, provided that any such agreement to terminate a Service shall set
out any terms and conditions of termination.


 


17.4        Insolvency


 


If at any time
during the Term a party:


 


17.4.1          passes a resolution for voluntary winding up
or a court of competent jurisdiction makes an order that such party be wound up
except for the purposes of bona fide reconstruction while solvent; or


 


17.4.2          makes a composition or arrangement with its
creditors; or


 


17.4.3          has a receiver or manager or provisional
liquidator or administrator appointed over the whole or a substantial part of
its business or undertaking or circumstances arise which would entitle a court
of competent jurisdiction or a creditor to appoint the same;  or


 


17.4.4          is unable to pay its debts within the meaning
of section 123 of the Insolvency Act 1986,


 


then the other party shall be entitled to terminate
this Agreement with immediate effect by written notice.


 


17.5        On Notice


 


17.5.1          Subject to Clause 17.5.2, a Recipient shall be entitled to terminate
this Agreement in respect of any or all of the Services provided to it at its
absolute discretion at any time by giving not less than sixty (60) days’ notice
of its intention to do so to the Provider (or such shorter period of time as is
agreed in writing by the parties). 
Subject to payment of the Service Charges payable under the Agreement
which are due to the Provider for the period up to the effective date of
termination, a Recipient shall have the right to require the relevant Provider
to cease provision of the Services during the sixty (60) day notice period and
to instruct its sub-contractors, if any, to do similarly.


 


29

















 


17.5.2          Until the transfer of the Active FACL Bonds (as defined in the
Master Agreement) to an appropriate GE Affiliate in accordance with Section
2.10(b) of the Master Agreement, FIGSL shall not be entitled to terminate the
bond administration service to be provided to FACL (Schedule 1, Part A, Service
No. 4) in accordance with Clause 17.5.1 but will be entitled to terminate this
service in accordance with the provisions of Clause 17.2. For the avoidance of
doubt, following such transfer, FACL will be entitled to terminate such service
pursuant to Clause 17.5.1 above.


 


17.6        Force
Majeure Event of Longstanding Duration


 


If any Force Majeure Event (as defined in Clause 20)
prevents a party from performing all of its obligations hereunder for a period
in excess of one (1) month, the other party may terminate this Agreement in
respect of the Services provided to or by the party so prevented with immediate
effect on written notice.


 


17.7        Accrued
Rights


 


Termination in accordance with this Clause 17 shall
not prejudice or affect any right of action or remedy which shall have accrued
or shall thereafter accrue to either party.


 


18           THE PROVIDER’S
OBLIGATIONS ON TERMINATION


 


18.1        In the event that a Recipient requires a
different organisation to take on the provision of any or all of the Services
provided to it by its Provider on the termination of this Agreement in respect
of such Services, the Provider shall co-operate in the transfer, under any
arrangements to be notified to it by the Recipient, to effect a full and
orderly transition of such Services to the succeeding contractor by the Service
Termination Date or thereafter and will furnish any succeeding contractor with
any information or documentation required to perform such Services.


 


18.2        The Provider shall comply with all reasonable
instructions from the Recipient with regard to termination of the Services and
take reasonable steps to mitigate any costs which the Recipient will incur as a
result of the termination.


 


18.3        Upon the written request of the Recipient,
the Provider will, for a reasonable period of time after the effective date of
any termination of a Service pursuant to Clause 17.2 above (which period shall
not exceed the earlier of (i) the applicable Service Termination Date as set
out in Parts A and B of Schedule 1 or (ii) six months after the effective date
of termination), continue to provide the terminated Service on the terms of
this Agreement (subject to the timely payment, when due and payable, by the
Recipient of all Service Charges related to such terminated Service).  The Service Charges for a Service provided
pursuant to this Clause 18.3 shall be the same as were in effect prior to the
termination of such Service.


 


18.4        In the event that the Agreement is terminated
as provided for herein:


 


18.4.1          each party shall return to the other party
all property belonging to the other party then in its possession in good
working order;  and


 


30

















 


18.4.2          in the event the Recipient has paid Service
Charges in advance for Services not received as at the date of termination, the
Provider shall refund the Recipient such Service Charges.


 


18.5        In the event that the Agreement is terminated
for fundamental breach the Recipient shall have the following rights (but not
obligations) to require the Provider to:


 


18.5.1          provide a schedule of all equipment, labour,
resources and subcontracts used exclusively or primarily to provide the
Services;


 


18.5.2          transfer any or all assets which are
exclusively or primarily used for the performance of the Services to the
Recipient at a fair market value which may be verified by an independent valuer
who is acceptable to both parties; and


 


18.5.3          assign any or all software licences or other
licences or agreements that are used exclusively or primarily in the provision
of the Services for the benefit of the Recipient, where this is permitted by
the terms of the licence.


 


18.6        On termination of this Agreement the Provider
shall comply with its obligations to return documentation and materials
provided by the Recipient under Clause 12.1.


 


19           SURVIVAL OF
OBLIGATIONS ON TERMINATION


 


Following the termination of this Agreement as
provided for herein, no party shall have any further right or obligation with
respect to any other party except as set forth in the following Clauses:


 


	
  Clause 1

  	
  -

  	
  Interpretation

  
	
  Clause 4.7

  	
   

  	
  Leases

  
	
  Clause 8

  	
  -

  	
  Warranties

  
	
  Clause 12

  	
  -

  	
  Intellectual Property

  
	
  Clause 13

  	
  -

  	
  Limitation of Liability and Indemnities

  
	
  Clause 14

  	
   

  	
  Conduct of Claims

  
	
  Clause 16

  	
  -

  	
  Confidentiality

  
	
  Clause 18

  	
  -

  	
  The Provider’s Obligations on Termination

  
	
  Clause 25

  	
  -

  	
  Applicable Law and Dispute Resolution

  
	
  Clause 26

  	
  -

  	
  Data Protection

  
	
  Clause 27

  	
  -

  	
  Further Assurance

  
	
  Clause 29

  	
  -

  	
  Notices

  



 


20           FORCE
MAJEURE/BUSINESS CONTINUITY


 


20.1        Each party shall maintain and comply with a
reasonable disaster recovery, crisis management and business continuity plan
designed to help ensure that it can continue to provide the Services in
accordance with this Agreement in the event of a disaster or other significant
event that might otherwise impact its operations.  Each party shall ensure that any disaster recovery, crisis management
and business continuity plan shall comply with any relevant regulatory
requirements, whether of the FSA or any other regulator. Upon the written
request of a Recipient, a Provider shall (i) disclose to the Recipient the
Provider’s disaster recovery, crisis management and business


 


31

















 


continuity plans
and procedures applicable to a Service and (ii) permit the Recipient to
participate in testing of such disaster recovery, crisis management and
business continuity plans and procedures, in each case so that the Recipient
may assess such plans and procedures and develop or modify its own such plans
and procedures in connection with the Services as the Recipient reasonably
deems necessary.


 


20.2        Neither party hereto (or any person acting on
its behalf) shall have any liability or responsibility for failure to fulfil
any obligation (other than a payment obligation) under this Agreement so long
as and to the extent to which the fulfilment of such obligation is prevented,
frustrated, hindered or delayed as a consequence of a Force Majeure Event,
provided that such party shall have first exhausted, to the extent commercially
reasonably to do so, the procedures described in its disaster recovery, crisis
management, and business continuity plan.


 


20.3        A party claiming the benefit of this
provision shall, as soon as reasonably practicable after the occurrence of any
such event:  (i) notify the other party
of the nature and extent of any such Force Majeure Event and (ii) use all
reasonable endeavours to remove any such causes and resume performance under
this Agreement as soon as feasible.


 


20.4        For the purposes of this Clause, a “Force
Majeure Event” 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.


 


21           INCONSISTENCY/PREVAILING
AGREEMENT


 


In the event of an inconsistency between any of the provisions of this
Agreement and the Global Transition Services Agreement, the Master Agreement or
any Continuing Agreement, the provisions of this Agreement shall prevail as
between the parties in respect of the matters dealt with hereunder.


 


22           MASTER AGREEMENT


 


The
parties hereby agree that notwithstanding the provisions of Section 2.4(a) of
the Master Agreement, any intercompany accounts payable or accounts receivable
outstanding between the parties’ Groups as at the Closing Date shall continue
to be outstanding following that date provided however that, subject to the
provisions of the European Tax Matters Agreement, the parties shall settle all
such intercompany accounts payable or accounts receivable within 60 days
following the Closing Date.


 


23           REGULATORY
APPROVAL AND COMPLIANCE


 


Each party
shall be responsible for its own compliance with any and all laws and
requirements of any regulator (whether in the UK or elsewhere) applicable to
its performance under this Agreement; provided, however, that each party shall
at the request of the other party and subject to reimbursement of out-of-pocket
expenses by


 


32

















 


the requesting
party, cooperate and provide one another with all reasonably requested
assistance (including, without limitation, the execution of documents and the
provision of relevant information) required by the requesting party to ensure
compliance with all applicable laws and regulations or in connection with any
regulatory action, inquiry or examination.


 


24           SEVERABILITY


 


If any provision of the Agreement is held invalid,
illegal or unenforceable for any reason, such provision shall be severed and
the remainder of the provisions hereof shall continue in full force and effect
as if the Agreement had been executed with the invalid provision
eliminated.  In the event a provision
hereof is severed, the parties shall negotiate in good faith to modify this
Agreement in order to effect the original intent of the parties as closely as
possible and enable the transactions contemplated by the parties to be
consummated as originally contemplated as far as is possible.


 


25           APPLICABLE LAW
AND DISPUTE RESOLUTION


 


25.1        The Agreement shall be governed by and
construed in accordance with the law of England and Wales.


 


25.2        In the event of any dispute, controversy or
claim arising out of or relating to this Agreement or the breach, termination
or validity hereof or thereof (a “Dispute”), the parties shall follow the
dispute resolution procedure set out in this Clause:


 


25.2.1          upon a party serving written notice
requesting that the parties attempt to resolve a Dispute (“Notice”) the Service Managers
of the parties shall attempt in good faith to resolve such Dispute;


 


25.2.2          if the Service Managers are for any reason
unable to resolve a Dispute within 30 days of delivery of a Notice, the Dispute
shall be referred to the Chief Executive Officers of FIGSL and GELS who shall
attempt in good faith to resolve such dispute; and


 


25.2.3          if the Chief Executive Officers of FIGSL and
GELS are for any reason unable to resolve a Dispute within 45 days of such
Dispute being referred to them for resolution then either party may submit the
Dispute for resolution by mediation pursuant to the procedures of the Centre
for Effective Dispute Resolution as then in effect.  The mediation shall be heard by a mediator appointed by the
parties but if they cannot agree upon a mediator within 14 days of either of
them submitting the Dispute to mediation, such mediator shall be appointed by
the Centre for Effective Dispute Resolution. 
Either party may at the commencement of mediation ask the mediator to
provide an evaluation of the Dispute and the parties’ relative positions;


 


25.2.4          If a Dispute is not resolved by mediation
within 30 days of the selection of a mediator (unless the mediator chooses to
withdraw sooner), then either party may refer the Dispute to be settled and
finally resolved by arbitration in accordance with the UNCITRAL Arbitration
Rules as in force at the time of the election (the “Rules”) by a panel of three
arbitrators (or a sole arbitrator as the parties may agree) appointed in
accordance with the Rules.


 


33

















 


25.3        The seat of any reference to arbitration
shall be London, England, the procedural law of any reference to arbitration
shall be English law and the language of any arbitration proceedings shall be
English.


 


25.4        The appointing authority for the purposes set
forth in Article 7(2) of the Rules shall be the London Court of International
Arbitration.


 


25.5        Any right of appeal or reference of points of
law to the courts is hereby waived, to the extent that such waiver can be
validly made.


 


25.6        The arbitral tribunal shall have the power to
order on a provisional basis any relief which it would have power to grant in a
final award.


 


26           DATA PROTECTION


 


Each Provider agrees that it is registered in
accordance with the Data Protection Act 1998 so far as is necessary to provide
the Services and agrees to maintain such registrations in full force and
effect.  Each Provider undertakes that
it will comply and agrees to ensure that its sub-contractors will comply with
its appropriate obligations under all data protection legislation in force from
time to time.


 


27           FURTHER ASSURANCE


 


Each party agrees at its own expense to execute such
documents and generally do everything further that may be necessary to fulfil
its obligations under and achieve the objectives of this Agreement.


 


28           WAIVER OF REMEDIES


 


No waiver of any rights arising under this Agreement
shall be effective unless agreed (where possible in writing and signed by a
duly authorised signatory) by the party against whom the waiver is to be enforced.  No failure or delay by a party in exercising
any right, power or remedy under this Agreement (except as expressly provided
herein) shall operate as a waiver of any such right, power or remedy.


 


29           NOTICES


 


29.1        Any notice, invoice or other communication
which a party is required by the Agreement to be served on the other party
shall be sufficiently served if addressed to the Company Secretary of the other
party and sent to the other party at its specified address as follows:


 


29.1.1          by hand;


 


29.1.2          by registered or first class post or recorded
delivery; or


 


29.1.3          by facsimile transmission confirmed by
registered or first class post or recorded delivery.


 


Notices sent by registered post or first class post or recorded
delivery shall be deemed to be served three (3) working days following the day
of posting.  Notices sent by facsimile
transmission shall be deemed to be served on the day of transmission if


 


34

















 


transmitted before 4:00 p.m. on a working day, but otherwise on the
next following working day.  In all
other cases, notices are deemed to be served on the day when they are actually
received.  All notices, invoices and other
communications served hereunder shall expressly refer to the Clause or sub-Clause
pursuant to which they are served.


 


29.2        For the purposes of this Clause 29 the
authorised address of each party shall be the address set out at the head of
this Agreement or such other address (and details) as that party may notify to
the other party from time to time in accordance with the requirements of this
Clause 29.


 


30           NO PARTNERSHIP


 


Nothing in the Agreement is intended or shall be
construed to create a partnership between the parties or unless expressly
stated, a relationship of agency.  Unless
otherwise authorised, neither party shall have any authority to act or make
representations on behalf of the other party, and nothing herein shall impose
any liability on either party in respect of any liability incurred by the other
party to a third party.


 


31           ENTIRE AGREEMENT


 


This Agreement together with the Schedule hereto
contains the entire agreement between the parties and supersedes any previous
understandings, commitments, contracts or representations whatsoever whether
oral or written, except in respect of any fraudulent representation made by any
party.  This Agreement shall not be
varied except by an instrument in writing of date even herewith or subsequent
hereto executed by all parties by their duly authorised representatives.


 


32           RIGHTS OF THIRD
PARTIES


 


With the exception of any Recipient Group Company
which is entitled to receive Services hereunder and any person expressly
indemnified hereunder by a party to this Agreement, this Agreement is for the
sole benefit of the parties to this Agreement and nothing in this Agreement, 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. A person who is not a party to this Agreement has no rights
under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce
any term of this Agreement but this does not affect any right or remedy of a
third party which exists or is available apart from that Act.


 


33           COUNTERPARTS


 


This Agreement may be executed in any number of counterparts, each of
which when executed and delivered shall constitute an original of this
Agreement, but all the counterparts shall together constitute one and the same
agreement.  No counterpart shall be effective
until each party has executed at least one part or counterpart.


 


IN WITNESS WHEREOF this Agreement was executed by
the parties hereto on the date set out on Page 1.


 


35

















 


SCHEDULE 1

SERVICES

PART A – GEIH SERVICES


 


	
  Items/Service

  	
   

  	
  Billing
  Rate or Payment

  Methodology

  	
   

  	
  Service
  Termination Date

  
	
  I.              Finance and Related Services

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.             Treasury Services –
  GECA

  

  The FIGSL Group will continue to have access and to use
  GEIH Group Treasury support (premium collections, claims payment,
  commissions), including GECB Treasury & Finance Services.

  	
   

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

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.             Financial Systems
  Support (Europe)  

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

  	
   

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

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II.            Legal
  and Related Services

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.             Legal Support GECA

  
The FIGSL Group will use some legal
  support from the GEIH Group for Creditor Activity (customer support, new
  product elaboration, modification of existing contracts).

  	
   

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

  	
   

  	
  The earlier
  of the Trigger Date or the completion of the FIGSL Group ‘s transition.

  



 


36

















 


	
  Items/Service

  	
   

  	
  Billing
  Rate or Payment

  Methodology

  	
   

  	
  Service
  Termination Date

  
	
  III.           IT
  – Misc Application, Infrastructure & Related Services

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.             Bond
  Administration  (Europe) 



  •      Administration services
  for the Active FACL Bonds and the Historic FACL Bonds (both as defined in the
  Master Agreement) as currently provided by GE Life which includes Policy
  Administration, Maturity Processing, Investment Management, Finance,
  Compliance and related Actuarial Services. 

  	
   

  	
  •      Actual costs, such costs
  to be equivalent to comparable third party administration provider costs as
  tested in the market from time to time.

  	
   

  	
  •      In respect of the Active
  FACL Bonds, upon the transfer of the Active FACL Bonds pursuant to Section
  2.10(b) of the Master Agreement.  

   

  •      In respect of the Historic
  FACL Bonds, upon the UK Transfer Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  •      The GEIH Group will
  procure that GECIS will provide to the FIGSL Group such services that GECIS
  currently provides to FIGSL relating to Bond accounting reconciliation work.
  Such services shall include investment accounting services and other related
  services where relevant.

  	
   

  	
  •      Actual costs incurred on
  the basis currently agreed by GECIS and FIGSL under the GEIH/GECIS services
  Agreement dated 2000, as amended from time to time.

  	
   

  	
   

  



 


37

















 


	
  Items/Service

  	
   

  	
  Billing
  Rate or Payment

  Methodology

  	
   

  	
  Service
  Termination Date

  
	
  5.             Archiving Services
  (Europe)  

  
Continued use of the Tottenham
  Warehouse facility using the retrieval and storage processes currently in
  place, based on the current allocation ratio of available space between the
  various units making use of the facility as at the date of this agreement.

  	
   

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

  	
   

  	
  The earlier
  of one year from the Trigger Date or the termination of GELS’ lease on the
  Tottenham Warehouse facility in accordance with the lease termination
  provisions in force at the date of this agreement.

  



 


38

















 


	
  Items/Service

  	
   

  	
  Billing
  Rate or Payment

  Methodology

  	
   

  	
  Service
  Termination Date

  
	
  6.             Software/Licenses
  GECA  

  
The FIGSL Group will continue to have
  access and to use the GEIH Group software (Coreload 3, AS400/CFT, Sogemicro,
  Edinat, Edicheque, Smartforce, EFFSA, SAS), and phone services (conference
  call, mobile phone, telephone). The GEIH Group will provide to the FIGSL
  Group some support for IT functions.

  	
   

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

  	
   

  	
  The earlier
  of the Trigger Date +one year or completion of the FIGSL Group’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.             Hardware – GECA
  

  
The FIGSL Group will continue to have
  access and to use GEIH Group hardware (NT server, Cisco Router, Printers,
  PC’s/Laptops, AS400, PBX, Computer Room, DRP), and offices equipment (fax,
  copiers, printers, furniture).  The
  GEIH Group will provide to the company some support for IT functions.

  	
   

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

  	
   

  	
  The earlier
  of the Trigger Date + one year or completion of the FIGSL Group’s transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.             Hitchin SQL System
  Access (Europe)  

  
The GEIH Group will provide the FIGSL
  Group with access to and use of the following SQL server systems
  (Archive_project, Project_Centaldb, BO_Repository, Cockpit, RIMS, ITR
  Tracking System, Complaints Tracking System) presently stored in Hitchin; the
  GEIH Group will transfer the server to the FIGSL Group upon termination of
  the service.

  	
   

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

  	
   

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

  



 


39

















 


	
  Items/Service

  	
   

  	
  Billing
  Rate or Payment

  Methodology

  	
   

  	
  Service
  Termination Date

  
	
  IV.Investments

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.             Provision of
  Investment Operating system administration (Europe)

  
The GEIH Group will continue to
  provide the following services to the FIGSL Group  

   

  	
   

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

  	
   

  	
  The earlier
  of the Trigger Date or Termination of the IMA + 6 months or completion of the
  FIGSL Group’s transition.

  
	
  •      Administration of the
  Camra system;

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  •      Enter all trades and
  corporate actions in to Camra (provided by GE Life);

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  •      Enter pricing data monthly
  into Camra (prices to be checked and validated by the FIGSL Group – GECIS and
  Risk manager);

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  •      Maintain data integrity on
  all fields of Camra (but does not include Custodian vs. Camra
  reconciliations);

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  •      Produce pre-defined list
  of Camra/custodian/settlement reports on an as agreed basis and interface to
  Oracle file;

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  •      Provide information on a
  daily basis to the GEAM and/or the FIGSL Group data warehouse.

  	
   

  	
   

  	
   

  	
   

  



 


40

















 


	
  Items/Service

  	
   

  	
  Billing
  Rate or Payment

  Methodology

  	
   

  	
  Service
  Termination Date

  
	
  10.           Asset Management –
  GECA  

  
The GEIH Group will provide to the
  company asset management support (short term adjustment, split of general
  fund, custodian transfer).

  	
   

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

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  V             Functions Other Than Above

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.           Postal &
  Stationery Services – GECA  

  
The FIGSL Group will continue to have
  access and to use GEIH Group stationery services (office & mail
  stationary, business cards) and postage services (mail stamp, mailroom
  service, mail messengers).

  	
   

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

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.           Vehicle & Storage
  Services – GECA  

  
The FIGSL Group will continue to have
  access and to use GEIH Group (Vie Plus) storage services (archives) and car
  & vehicle services (car rent, parking).

  	
   

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

  	
   

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

  



 


41

















 


	
  Items/Service

  	
   

  	
  Billing
  Rate or Payment

  Methodology

  	
   

  	
  Service
  Termination Date

  
	
  13.           Actuarial Services
  (Europe)  

  
The GEIH Group will provide the FIGSL
  Group with actuarial services for FACL as provided by the current appointed
  actuary for FACL.

  	
   

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

  	
   

  	
  The earlier
  of the UK Transfer Date or the date upon which the current appointed actuary
  for FACL leaves GE employment unless otherwise agreed by the parties.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VI.           Services Provided By GE Capital International
  Services (“GECIS”) to FIGSL

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.           Provision
  of UK and International Accounting Services 

  
The GEIH Group will procure that
  GECIS will provide to the FIGSL Group with UK and International Accounting
  services that GECIS currently provides to FIGSL including services relating
  to account reconciliation, investment accounting and impairment and
  miscellaneous activity.

  	
   

  	
  Actual costs
  incurred on the basis currently agreed by GECIS and FIGSL under the
  GEIH/GECIS services Agreement dated 2000, as amended from time to time.

  	
   

  	
  No later
  than 12 months after the Closing Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.           Provision of Other
  Accounting Services provided by GECIS to FIGSL  

  
The GEIH Group will procure that
  GECIS will provide to the FIGSL Group such other accounting services that
  GECIS currently provides to FIGSL including services relating to cash and
  bank and travel activities, statutory reporting, Irish (Shannon) related
  activities and other FIGSL UK related activities.

  	
   

  	
  Actual costs
  incurred on the basis currently agreed by GECIS and FIGSL under the
  GEIH/GECIS services Agreement dated 2000, as amended from time to time.

  	
   

  	
  No later
  than 12 months after the Closing Date.

  



 


42

















 


	
  Items/Service

  	
   

  	
  Billing
  Rate or Payment

  Methodology

  	
   

  	
  Service
  Termination Date

  
	
  16.   Provision
  of General Ledger Administration Support 
  

  
The GEIH Group will procure that
  GECIS will provide to the FIGSL Group such services that GECIS currently
  provides to FIGSL relating to General Ledger administration support, such
  support to include maintenance, consolidation and submission of financials
  and RED ledger reconciliation.

  	
   

  	
  Actual costs
  incurred on the basis currently agreed by GECIS and FIGSL under the GEIH/GECIS
  services Agreement dated 2000, as amended from time to time.

  	
   

  	
  No later
  than 12 months after the Closing Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.           Provision of
  Accounting and General Support for the Group Reporting Manager.  

  
The GEIH Group will procure that
  GECIS will provide to the FIGSL Group such services that GECIS currently
  provides to FIGSL relating to accounting and general support for the FIGSL
  Group reporting manager.

  	
   

  	
  Actual costs
  incurred on the basis currently agreed by GECIS and FIGSL under the
  GEIH/GECIS services Agreement dated 2000, as amended from time to time.

  	
   

  	
  No later
  than 12 months after the Closing Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.   Provision
  of GECA Accounting Services  

  
The GEIH Group will procure that
  GECIS will provide to the FIGSL Group such services that GECIS currently
  provides to FIGSL relating to accounting services provided to the FIGSL
  Group’s French business. Such services shall

  	
   

  	
  Actual costs
  incurred on the basis currently agreed by GECIS and FIGSL under the
  GEIH/GECIS services Agreement dated 2000, as amended from time to time.

  	
   

  	
  No later
  than 12 months after the Closing Date.

  



 


43

















 


	
  Items/Service

  	
   

  	
  Billing
  Rate or Payment

  Methodology

  	
   

  	
  Service
  Termination Date

  
	
  include
  account reconciliation and accounting services.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.   Provision of FACL/CIGL Reconciliations  

  
The GEIH Group will procure that
  GECIS will provide to the FIGSL Group such services that GECIS currently
  provides to FIGSL relating to accounting reconciliation work in relation to
  FACL accounting and CIGL accounting. Such services shall include investment
  accounting services and other related services.

  	
   

  	
  Actual costs
  incurred on the basis currently agreed by GECIS and FIGSL under the
  GEIH/GECIS services Agreement dated 2000, as amended from time to time.

  	
   

  	
  No later
  than 12 months after the Closing Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.   Provision of Reserving Services  

  
The GEIH Group will procure that
  GECIS will provide to the FIGSL Group such services that GECIS currently
  provides to FIGSL relating to reserving services. Such services shall include
  analytical services in relation to claims reserving.

  	
   

  	
  Actual costs
  incurred on the basis currently agreed by GECIS and FIGSL under the
  GEIH/GECIS services Agreement dated 2000, as amended from time to time.

  	
   

  	
  No later
  than 12 months after the Closing Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21.   Provision of Management Information Services  

  
The GEIH Group will procure that
  GECIS will provide to the FIGSL Group such services that GECIS currently
  provides to FIGSL relating to the provision of management information. Such
  services shall include the production of weekly, 

  	
   

  	
  Actual costs
  incurred on the basis currently agreed by GECIS and FIGSL under the
  GEIH/GECIS services Agreement dated 2000, as amended from time to time.

  	
   

  	
  No later
  than 12 months after the Closing Date.

  



 


44

















 


	
  Items/Service

  	
   

  	
  Billing
  Rate or Payment

  Methodology

  	
   

  	
  Service
  Termination Date

  
	
  monthly and/or quarterly management information reports and Profit
  Share Statements.

  	
   

  	
   

  	
   

  	
   

  



 


45

















 


PART B – FIGSL
SERVICES


 


	
  Items/Service

  	
   

  	
  Billing
  Rate or Payment

  Methodology

  	
   

  	
  Service
  Termination Date

  
	
  I               Finance and Related Services

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.             Treasury Services
  (Global)  

  
The FIGSL Group will continue to
  provide all required treasury services and functions that are performed today
  by the Treasury Center of Excellence to the GEIH Group.

  	
   

  	
  Actual costs
  billed via the allocation methodology applicable to the GEIH Group
  immediately prior to the date hereof.

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.             Financial Systems
  Support (Europe)  

  
The FIGSL Group will provide access
  to, use of, and system administration of applications provided by the FIGSL
  Group such as Oracle Financials, Oracle Discoverer, Oracle Financial
  Analyzer, and access to and use of Finance shared drives, Treasury, Tax and
  Investment systems on the FIGSL Group ‘s infrastructure. The FIGSL Group will
  also provide existing finance systems support and administration as per the
  remit of the current Finance Systems group center of excellence.

  	
   

  	
  Actual costs
  billed via the allocation methodology applicable to the GEIH Group
  immediately prior to the date hereof.

  	
   

  	
  The earlier
  of six months after the Trigger Date or completion of the GEIH Group
  transition but in no event later than three years from the date hereof.

  



 


46

















 


	
  Items/Service

  	
   

  	
  Billing
  Rate or Payment

  Methodology

  	
   

  	
  Service
  Termination Date

  
	
  3.             Actuarial
  Department – GECA  

  
The FIGSL Group will continue to
  provide statutory reports and accounting support for the GEIH Group
  concerning P&S activities.

  	
   

  	
  Actual costs
  billed via the allocation methodology applicable to the GEIH Group
  immediately prior to the date hereof.

  	
   

  	
  The earlier
  of the Trigger Date or completion of the GEIH Group transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.             Actuarial
  Department – GECA  

  
The FIGSL Group will continue to
  provide technical and strategic support for the GEIH Group concerning P&S
  activities (Pricing, Product Dvpt, link with auditors, regulators).

  	
   

  	
  Actual costs
  billed via the allocation methodology applicable to the GEIH Group
  immediately prior to the date hereof.

  	
   

  	
  The earlier
  of the Trigger Date or completion of the GEIH Group transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.             Financial
  Accounting (Europe)  

  
The FIGSL Group will continue to
  provide AP processing, fixed asset processing and administration, Stat/SAAP
  accounting and account reconciliation support.

  	
   

  	
  Actual costs
  billed via the allocation methodology applicable to the GEIH Group
  immediately prior to the date hereof.

  	
   

  	
  Twelve
  months from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II.            Human
  Resources and Related Services

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.             Benefits (Europe)  

  
GEIH Group employees will continue to
  be able to participate in certain global benefits plans including the GE A
  and B Schemes in the UK.

  	
   

  	
  Actual costs
  billed via the allocation methodology applicable to the GEIH Group
  immediately prior to the date hereof.

  	
   

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

  



 


47

















 


	
  Items/Service

  	
   

  	
  Billing
  Rate or Payment

  Methodology

  	
   

  	
  Service
  Termination Date

  
	
  7.             HR Services (GECA)  

  
The FIGSL Group will continue to
  provide HR support to the GEIH Group (Vie Plus) subject to Oracle access of
  employees.

  	
   

  	
  Actual costs
  billed via the allocation methodology applicable to the GEIH Group
  immediately prior to the date.

  	
   

  	
  The earlier
  of (i) 12 months from the French Scheme Transfer Date, (ii) 24 months from the
  Closing Date and (iii) 12 months from any decision to stop accepting new
  business into the P&S business.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  III.           IT – Misc Application, Infrastructure & Related
  Services

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.             Web Hosting
  (Europe)  

  
The FIGSL Group will provide the GEIH
  Group with access to and use of Infrastructure, Support and Consultancy
  Services, Servicing, Deployment of New Content, Project Management, Security,
  and Vendor Management support of applications resident in the Cell Shared
  Services environment.

  	
   

  	
  Actual costs
  billed via the allocation methodology applicable to the GEIH Group
  immediately prior to the date hereof.

  	
   

  	
  One year
  after the Trigger Date but in no event later than three years from the date
  hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.             Development
  Services (Europe)  

  
The FIGSL Group will continue to
  provide application development services to the GEIH Group, such as web
  services and intranet development and financial systems support.

  	
   

  	
  Actual costs
  billed via the allocation methodology applicable to the GEIH Group
  immediately prior to the date hereof.

  	
   

  	
  One year
  after the Trigger Date but in no event later than three years from the date
  hereof.

  



 


48

















 


	
  Items/Service

  	
   

  	
  Billing
  Rate or Payment

  Methodology

  	
   

  	
  Service
  Termination Date

  
	
  10.           Kingswood Server
  Processing (Europe) 

  

  The FIGSL Group will continue to support and provide access to and use of
  applications running on shared servers such as UKINT, GEGCFEU2, GEIH001,
  GEIH002 and GEIH003.  The FIGSL Group
  will continue to provide disaster services, including policy, contract and
  testing management, to the GEIH Group.

  	
   

  	
  Actual costs
  billed via the allocation methodology applicable to the GEIH Group
  immediately prior to the date hereof.

  	
   

  	
  Second
  anniversary from the Trigger Date but in no event later than three years from
  the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.           Imaging Services
  (Europe)  

  
The FIGSL Group will continue to
  provide support services, access to and use of the ViewStar application and
  image repository.

  	
   

  	
  Actual costs
  billed via the allocation methodology applicable to the GEIH Group
  immediately prior to the date hereof.

  	
   

  	
  First
  anniversary from the Trigger Date but in no event later than three years from
  the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.           LAN Management
  (Europe)  

  
The FIGSL Group will continue to
  support and provide access to and use of the FIGSL Group’s Local Area
  Networks.

  	
   

  	
  Actual costs
  billed via the allocation methodology applicable to the GEIH Group
  immediately prior to the date hereof.

  	
   

  	
  First
  anniversary from the Trigger Date but in no event later than three years from
  the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.           DBA Infrastructure
  Services (Europe)  

  
The FIGSL Group will continue to
  provide infrastructure services, specifically DBA services, to the GEIH
  Group.

  	
   

  	
  Actual costs
  billed via the allocation methodology applicable to the GEIH Group
  immediately prior to the date hereof.

  	
   

  	
  October 1,
  2004.

  



 


49

















 


	
  Items/Service

  	
   

  	
  Billing
  Rate or Payment

  Methodology

  	
   

  	
  Service
  Termination Date

  
	
  14.           ADS Infrastructure Services (Europe)  

  
The FIGSL Group will continue to
  provide infrastructure services, specifically ADS services, to the GEIH
  Group.

  	
   

  	
  Actual costs
  billed via the allocation methodology applicable to the GEIH Group
  immediately prior to the date hereof.

  	
   

  	
  Second
  anniversary from Trigger Date but in no event later than three years from the
  date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.           Enabling Systems
  Services (Europe)  

  
The FIGSL Group will continue to
  provide support under the following areas to the GEIH Group  

   

  •              OFA Support,

   

  •              Intranet Support,

   

  •              Oracle
  Financials Support.

  	
   

  	
  Oracles
  Financials – 43% of identified FTE, Intranet – 30% of identified FTE.

  	
   

  	
  First
  anniversary from Trigger Date but in no event later than three years from the
  date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.           Planning and Control
  Team (PAC) (Europe)  

  
The FIGSL Group will continue to
  provide support and consultancy on IT services as presently provided by the
  GEFI Planning & Control.

  	
   

  	
  Actual costs
  billed via the allocation methodology applicable to the GEIH Group
  immediately prior to the date hereof.

  	
   

  	
  First
  anniversary from the Trigger Date but in no event later than three years from
  the date hereof.

  



 


50

















 


	
  Items/Service

  	
   

  	
  Billing
  Rate or Payment

  Methodology

  	
   

  	
  Service
  Termination Date

  
	
  17.           QAS Address Changes
  (Europe)  

  
The FIGSL Group will continue to
  provide access to and use of the QAS system hosted at Cell.

  	
   

  	
  Actual costs
  billed via the allocation methodology applicable to the GEIH Group
  immediately prior to the date hereof.

  	
   

  	
  The earlier
  of one year after the Trigger Date or the completion of the GEIH Group
  transition but in no event later than three years from the date hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.           Web Change Control
  Application (Europe)  

  
The FIGSL Group will continue to
  provide the GEIH Group with access to its Web Change Control Application.

  	
   

  	
  Actual costs
  billed via the allocation methodology applicable to the GEIH Group
  immediately prior to the date hereof.

  	
   

  	
  Six months
  after the Trigger Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.           IT Support GECA  

  
The FIGSL Group will continue to
  provide IT support to the GEIH Group (Vie Plus) concerning P&S activities
  (management, technical and strategic support for P&S activities, UK
  liaise, helpdesk, extel contact, OPUS extraction, account creation).

  	
   

  	
  Actual costs
  billed via the allocation methodology applicable to the GEIH Group
  immediately prior to the date hereof.

  	
   

  	
  The earlier
  of one year after the Trigger Date or the completion of the GEIH Group
  transition.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.           Camra License
  (Europe)  

  
The FIGSL Group will continue to
  provide to the GEIH Group access and support of its Camra system.

  	
   

  	
  Actual costs
  billed via the allocation methodology.

  	
   

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

  



 


51

















 


	
  Items/Service

  	
   

  	
  Billing
  Rate or Payment

  Methodology

  	
   

  	
  Service
  Termination Date

  
	
  21.           Vantage West Server
  Services (Europe)  

  
The FIGSL Group will continue to
  support and provide access to shared applications such as: ACE, Safeboot,
  GECCFI domain, Blackberry, MS Exchange Gateway.

  	
   

  	
  Actual costs
  billed via the allocation methodology applicable to the GEIH Group
  immediately prior to the date hereof.

  	
   

  	
  The earlier
  of 12/31/2004 or transition of the IP Range.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.           Wide Area Network
  Management  

  
The FIGSL Group will continue to
  provide access into, and support, of the FIGSL Group’s existing network
  backbone between GE locations and the data centers in CSC and Interexxion.

  	
   

  	
  Actual costs
  billed via the allocation methodology applicable to the GEIH Group
  immediately prior to the date hereof.

  	
   

  	
  The earlier
  of FIGSL Group’s transition of the IP Range or the completion of the GEIH
  Group’s transition but no later than Trigger Date plus one year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IV            Legal, Compliance, Government Relations, and Public
  Relations Services

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23.           General Internal
  Support (Europe).  

  
The FIGSL Group will provide legal
  support (including the provision of historic information) to help the GEIH
  Group effect the (1) transfer of any GEIH Group entities previously the
  responsibility of the FIGSL Group ‘s European legal team and (2) liquidation
  of any such GEIH Group entities.

  	
   

  	
  Actual costs
  billed via the allocation methodology applicable to the GEIH Group
  immediately prior to the date hereof.

  	
   

  	
  Earlier of 2
  years from the Date hereof and the date transfer and liquidations completed.

  



 


52

















 


	
  Items/Service

  	
   

  	
  Billing
  Rate or Payment

  Methodology

  	
   

  	
  Service
  Termination Date

  
	
  24.           Legal Support GECA  

  
The FIGSL Group will provide legal
  support to the GEIH Group (management, technical and strategic support for
  P&S activities, UK liaise)

  	
   

  	
  Actual costs
  billed via the allocation methodology applicable to the GEIH Group
  immediately prior to the date hereof.

  	
   

  	
  The earlier
  of (i) 12 months from the French Scheme Transfer Date,  (ii) 24 months from the Closing Date  and (iii) 
  12 months from any decision to cease accepting new business into the
  P&S business.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.           Business Review (GECA
  Pensions & Savings)  

  
The FIGSL Group will complete a
  strategic review of the Vie Plus Pensions and Savings business.

  	
   

  	
  Actual costs
  incurred including an appropriate pro-rata of employment costs for FIGSL
  Group staff and any third party costs, expenses or fees incurred (subject to
  such external costs being agreed in advance by the GEIH Group).

  	
   

  	
  Presentation
  and acceptance of the Strategic Review by the GEIH Group (such acceptance not
  to be unreasonably withheld) to occur before 31/10/04. If the Strategic
  Review is not presented and accepted by 31/10/04, then the FIGSL Group will
  continue to prepare the Strategic Review until the earlier of (i) acceptance
  of the Strategic Review by the relevant GEIH Group Manager and (ii) the
  Service Termination Date of item B27 below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.           Deskside Services  

  
The FIGSL Group will continue to
  provide Deskside services to the GEIH Group. 
  Early exit fees on termination of the contract with Computacenter are
  payable in the following proportions (FIGSL Group 52.5%, GEIH Group 47.5%).

  	
   

  	
  Actual costs
  billed via the allocation methodology applicable to the GEIH Group
  immediately prior to the date hereof.

  	
   

  	
  06/10/2004

  



 


53

















 


	
  Items/Service

  	
   

  	
  Billing
  Rate or Payment

  Methodology

  	
   

  	
  Service
  Termination Date

  
	
  27.           Management Support
  GECA  

  
The FIGSL Group will provide general
  senior management support to the GEIH Group (management, financial, HR,
  technical and strategic support for P&S activities including liaison with
  the IT, Finance HR and other relevant enabling functions of the GEIH Group).

  	
   

  	
  An
  appropriate pro-rata of employment costs for FIGSL Group staff.

  	
   

  	
  The earlier
  of (i) 12 months from the French Scheme Transfer Date,  (ii) 24 months from the Closing Date  and (iii) 
  12 months from any decision to cease accepting new business into the
  P&S business.

  



 


54

















 


PART C


 


SECTION I – LEASES TO
BE TRANSFERRED BY FIGSL TO GELS


 


	
  Date

  	
   

  	
  Parties

  	
   

  	
  Premises

  
	
  1 May 1995

  	
   

  	
  1.     Wimgrove
  Property Trading Limited  

  2.     FIGSL  

  3.     Diplema
  115 Limited

  	
   

  	
  Vantage
  West, Great West Road, Brentford

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23 March
  1990

  	
   

  	
  1.     The
  Medical Sickness Annuity and Life Assurance Society Limited  

  2.     Frogmore
  Developments Limited  

  3.     Frogmore
  Estates plc

  	
   

  	
  Oliver
  House, 19/23 Windmill Hill, Enfield

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9 May 1975

  	
   

  	
  1.     The
  Churchbury Investment Company Limited

  2.     Hartley
  Cooper Group Services Limited 

  3.     Hartley
  Cooper (Holdings) Limited

  	
   

  	
  Wenlock
  House, Eaton Road, Enfield

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18 November
  2003

  	
   

  	
  1.     Abbey
  Business Centre Limited  2.FIGSL

  	
   

  	
  Suite 5:8 The
  Beacon, 176 St Vincent Street, Glasgow

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8 April 2002

  	
   

  	
  1.     GE
  Pensions Limited

  2.     GE
  Insurance Holdings Limited  

  3.     FIGSL

  	
   

  	
  Radcliffe
  House, Keynes House and Pease House, Old Charlton Road, Priory Park, Hitchin

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8 April 2002

  	
   

  	
  1.     GE
  Pensions Limited  

  2.     FIGSL  

  3.     GE
  Insurance Holdings Limited

  	
   

  	
  25 Car
  Parking Spaces at Priory Park, Hitchin

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8 April 2002

  	
   

  	
  1.     GE
  Pensions Limited  

  2.     FIGSL

  	
   

  	
  88 Car
  Parking Spaces in the Woodland Car Park at Hitchin Conference &
  Banqueting Centre, Hitchin

  



 


55

















 


	
  Date

  	
   

  	
  Parties

  	
   

  	
  Premises

  
	
  •  2002

  	
   

  	
  1.     The
  Chartridge Conference Company Limited

  2.     National
  Mutual Life Assurance Society

  	
   

  	
  The Remote
  Computer Room, Priory Park, Hitchin

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  29 September
  1988

  	
   

  	
  1.     Britel
  Fund Trustees Limited  

  2.     Consolidated
  Insurance Group Limited

  	
   

  	
  Penne House,
  Sheen Road, Richmond

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20 June 1988

  	
   

  	
  1.     Currys
  Group plc  

  2.     FIGSL

  	
   

  	
  Unit 6,
  Mowlem Trading Estate, Leeside Road, Tottenham, London N17

  



 


SECTION II –
LEASE/LICENCE TO BE GRANTED BY GELS TO FIGSL


 


	
  Document

  	
   

  	
  Premises

  
	
  Underlease

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Licence
  Agreement

  	
   

  	
  Allocated
  storage space, Unit 6, Mowlem Trading Estate, Leeside Road, Tottenham, London
  N17

  



 


56

















 


	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
  for and on
  behalf of

  	
  ) 

  	
  /s/ William
  Goings

  	
   

  
	
  FINANCIAL INSURANCE

  	
  )

  	
  William
  Goings

  	
   

  
	
  GROUP SERVICES

  	
  )

  	
   

  	
   

  
	
  LIMITED

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
  /s/ Steve
  Knight

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
  Steve Knight

  	
   

  
	
  GE LIFE SERVICES

  	
  )

  	
   

  	
   

  
	
  LIMITED

  	
  )

  	
   

  	
   

  



 


57