Exhibit 10.57


 


DATED May 24, 2004


 


General Electric Company


 


General Electric Capital Corporation


 


and


 


Genworth Financial Inc.


 












 


EUROPEAN
TAX MATTERS AGREEMENT


 












 


 


Slaughter and May

One Bunhill Row

London EC1Y 8YY


 

















 


Table
of Contents


 


	
  1.

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  TAX
  RETURNS

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  SURRENDER OF GROUP RELIEF

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  UK
  VAT GROUP

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  OVERPAYMENTS ON ACCOUNT

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  INDEMNITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  TRANSFER
  TAXES

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  PAYMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  TERMINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  REMEDIES AND WAIVERS

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  ASSIGNMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  FURTHER ASSURANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  13.

  	
  NOTICE

  	
   

  
	
   

  	
   

  	
   

  
	
  14.

  	
  COUNTERPARTS

  	
   

  
	
   

  	
   

  	
   

  
	
  15.

  	
  TIME
  OF ESSENCE

  	
   

  
	
   

  	
   

  	
   

  
	
  16.

  	
  INVALIDITY

  	
   

  
	
   

  	
   

  	
   

  
	
  17.

  	
  CHOICE OF GOVERNING LAW

  	
   

  
	
   

  	
   

  	
   

  
	
  18.

  	
  JURISDICTION

  	
   

  
	
   

  	
   

  	
   

  
	
  19.

  	
  AGENT FOR SERVICE

  	
   

  



 

















 


(SME/MCL)


 


 


This Tax Matters Agreement is made the 24th day of May, 2004


 


BETWEEN:-


 


1.             General Electric Company, a company
incorporated under the laws of the State of New York, USA, whose registered
office is at 3135 Easton Turnpike, Fairfield, CT 06828, USA (“GE”);


 


2.             General Electric Capital
Corporation, a company incorporated under the laws of the State of Delaware,
USA, whose registered office is at 1209 Orange Street, Wilmington, County of
Newcastle, Delaware 19801, USA (“GECC”); and


 


 


2

















 


3.             Genworth Financial Inc., a company
incorporated under the laws of the State of Delaware, USA whose registered
office is at 2711 Centerville Road, Suite 400, City of Wilmington, County of
Newcastle. Delaware 19808, USA (“Genworth”);


 


WHEREAS:-


 


(A)          Pursuant to the Master
Agreement dated May 24, 2004 between, inter alia, GE and Genworth (the “Master
Agreement”), Genworth has agreed to acquire the outstanding shares of stock of
certain subsidiaries of GE and the business and assets of FACL (the “Acquisition”).  It is expected that the business and assets
of FACL will be transferred to Financial New Life Company Limited (“FINCL”)
pursuant to a scheme under section 105 of the Financial Services and Markets Act
200 (the “105
Scheme”).  If for whatever
reason the 105 Scheme does not take place it is anticipated that the entire
issued share capital of FACL will be transferred to UK Holdings.


 


(B)          Pursuant to the US Tax Management Agreement
dated May 24, 2004 between, inter alia, GE and Genworth, (the “US TMA”),
GE and Genworth have entered into an arrangement governing the US Tax affairs
of the subsidiaries acquired under the Acquisition.


 


(C)          Pursuant to the Global Transition Services
Agreement dated May 24, 2004 between, inter alia, GE and Genworth, GE and its
subsidiaries will provide or cause to be provided certain administrative and
support services and other assistance to Genworth and its subsidiaries on a
transitional basis and Genworth and its subsidiaries will provide or cause to
be provided certain administrative and support services and other assistance to
GE and its subsidiaries (the “Global TSA”).


 


(D)          Further to and in connection with the Global
TSA, FIGSL and GE Life Services Limited entered into a Transitional Services
Agreement (the “UK TSA”) pursuant to which each party is to provide
transitional administrative and support services to the other and its group
companies on a reciprocal basis on the terms and conditions therein.


 


(E)           The purpose of this Agreement is to record
the parties’ agreement with regard to the European Tax affairs of certain
subsidiaries acquired under the Acquisition (the “European Subsidiaries” a full
list of which is set out in Schedule 1 hereto”).


 


3

















 


1.            DEFINITIONS


 


In this Agreement and in the Schedules:-


 


(i)            capitalised terms used but
not otherwise defined in this Agreement shall have the meaning ascribed to them
in the US TMA.  However, the following
expressions shall have the following meanings:-


 


	
  “Accounts”

  	
   

  	
  in relation to any company means the accounts for the last full
  accounting period of that company prior to Completion;

  
	
   

  	
   

  	
   

  
	
  “Agreed Rate”

  	
   

  	
  means LIBOR + 200 bps compounded on an annual basis;

  
	
   

  	
   

  	
   

  
	
  “Business Day”

  	
   

  	
  means a day (other than a Saturday or a Sunday) on which banks are
  open for business in London and New York;

  
	
   

  	
   

  	
   

  
	
  “Completion”

  	
   

  	
  means the Closing Date under the Master Agreement;

  
	
   

  	
   

  	
   

  
	
  “European Subsidiary”

  	
   

  	
  means those companies acquired by Genworth pursuant to the
  Acquisition which are Tax resident in a European country a full list of which
  is set out in Schedule 1 hereto;

  
	
   

  	
   

  	
   

  
	
  “Exit Date”

  	
   

  	
  in respect of a European Subsidiary member of the UK VAT Group, means
  such date as the Commissioners of HM Customs & Excise specify by notice
  to the European Subsidiary or GE Capital Bank Limited as being the date from
  which they shall terminate the treatment of that European Subsidiary as a
  member of the UK VAT Group;

  



 


4

















 


	
  “FACL”

  	
   

  	
  means Financial Assurance Company Limited, a company incorporated
  under the laws of England and Wales whose registered office is at Vantage
  West, Great West Road, Brentford, Middlesex, TW8 9AG;

  
	
   

  	
   

  	
   

  
	
  “FIGSL”

  	
   

  	
  means Financial Insurance Group Services Limited, a company
  incorporated under the laws of England and Wales whose registered office is
  at Vantage West, Great West Road, Brentford, Middlesex, TW8 9AG;

  
	
   

  	
   

  	
   

  
	
  “GEFA”

  	
   

  	
  means GEFA International Holdings Inc. a company incorporated under
  the laws of the State of Delaware, USA whose registered office is at 2711
  Centerville Road, Suite 400, City of Wilmington, County of Newcastle,
  Delaware 19808, USA;

  
	
   

  	
   

  	
   

  
	
  “Group Relief”

  	
   

  	
  means any loss, allowance or other amount eligible for surrender by
  way of group relief in accordance with the provisions contained in
  sections 402 to 413 ICTA and shall also include the amount of any
  loss utilised as a result of an election under section 171A of the Taxation
  of Chargeable Gains Act 1992;

  
	
   

  	
   

  	
   

  
	
  “ICTA”

  	
   

  	
  means the Income and Corporation Taxes Act 1988;

  
	
   

  	
   

  	
   

  
	
  “IGE”

  	
   

  	
  means IGE USA Investments, a company incorporated under the laws of
  England and Wales whose registered office is at 3rd floor, 1
  Trevelyan Square, Boar Lane, Leeds, LS1 6HP, England;

  
	
   

  	
   

  	
   

  
	
  “Notional VAT Credit” or “Notional VAT Liability”

  	
   

  	
  in respect of a European Subsidiary member of the UK VAT Group for a
  Relevant VAT Period, means (in the case of a Notional VAT Liability) the
  amount of VAT for which the European Subsidiary would have been liable to
  account to H.M. Customs & Excise for the Relevant VAT Period or (in the
  case of a Notional VAT Credit) the amount of VAT which the European
  Subsidiary would have been entitled to reclaim from H.M. Customs & Excise
  for the Relevant VAT Period if (in either such case) the European Subsidiary
  had been separately registered for VAT purposes throughout the Relevant VAT
  Period but there were disregarded any supply made to or by the European
  Subsidiary by or to any member of the UK VAT Group;

  
	
   

  	
   

  	
   

  
	
  “Proceedings”

  	
   

  	
  means any proceeding, suit or action arising out of or in connection
  with this agreement;

  
	
   

  	
   

  	
   

  
	
  “Relevant VAT Period”

  	
   

  	
  in respect of a European Subsidiary member of the UK VAT Group, means
  the period (if any) from Completion to the Exit Date, which shall, for the
  purposes of this Agreement, be assumed to constitute a prescribed accounting
  period (as defined in VATA 1994);

  
	
   

  	
   

  	
   

  
	
  “Relief”

  	
   

  	
  means any relief, allowance or credit in respect of any Tax or any
  deduction in computing Income, Profits or Gains for the purposes of any Tax;

  



 


5

















 


	
  “Remaining Supergroup Member”

  	
   

  	
  means any member of the UK Supergroup other than any European
  Subsidiary;

  
	
   

  	
   

  	
   

  
	
  “Service Document”

  	
   

  	
  means a writ, summons, order, judgment or other document relating to or
  in connection with any Proceedings.

  
	
   

  	
   

  	
   

  
	
  “Tax Authority”

  	
   

  	
  means any Taxing or other authority (whether within or outside the
  United Kingdom) competent to impose or collect any Tax;

  
	
   

  	
   

  	
   

  
	
  “Tax”

  	
   

  	
  means all taxes, levies, duties, imposts, charges and withholdings of
  any nature whatsoever and wherever imposed except (other than for the
  purposes of clause 8 (Payments) any such taxes, levies, duties, imposts,
  charges or withholdings imposed in or by the United States of America,
  including (without limitation) corporation tax, advance corporation tax,
  income tax (including income tax required to be deducted or withheld from or
  accounted for in respect of any payment), capital gains tax, inheritance tax,
  VAT, national insurance contributions, stamp duty reserve tax, stamp duty
  land tax, duties of customs and excise and any other taxes, levies, duties,
  charges, imposts or withholdings corresponding to, similar to, replaced by or
  replacing any of them and all other taxes on gross or net Income, Profits or
  Gains and taxes on receipts, sales, use, occupation, franchise, value added,
  and personal property, but excluding stamp duty, together with all penalties,
  charges and interest relating to any of them or to any late or incorrect
  return in respect of any of them;

  
	
   

  	
   

  	
   

  
	
  “UK Holdings”

  	
   

  	
  means GEFA UK Holdings Limited, a company incorporated under the laws
  of England and Wales whose registered office is at Vantage West, Great West
  Road, Brentford, Middlesex, TW8 9AG;

  
	
   

  	
   

  	
   

  
	
  “UK Subsidiary”

  	
   

  	
  means any European Subsidiary which has at any time been a member of
  the UK Supergroup;

  



 


6

















 


	
  “UK Supergroup”

  	
   

  	
  means, in respect of any time on or before 30 October 2003, IGE USA
  Holdings (“IGEH”) and any company which was at that time a member of
  the same group as IGEH within the meaning of section 402(2) ICTA and, in
  respect of any time thereafter, IGE and any company which was at that time a
  member of the same group as IGE within the meaning of section 402(2) ICTA;

  
	
   

  	
   

  	
   

  
	
  “UK VAT Group”

  	
   

  	
  means the group of companies of which GE Capital Bank Limited is the
  representative member for the purposes of VAT;

  
	
   

  	
   

  	
   

  
	
  “UK VAT Group Member”

  	
   

  	
  means any European Subsidiary which is a member of the UK VAT Group;

  
	
   

  	
   

  	
   

  
	
  “VAT”

  	
   

  	
  means value added tax;  and

  
	
   

  	
   

  	
   

  
	
  “VATA 1994”

  	
   

  	
  means the Value Added Tax Act 1994.

  



 


1.2           Any reference to “Income,
Profits or Gains” shall include any income, profits or gains which are deemed
to be earned, accrued or received for the purpose of any Tax;


 


2.            TAX RETURNS


 


2.1           Genworth shall procure that
FIGSL, or the appropriate Genworth affiliate in the case of a non-UK European
subsidiary, shall, at its cost and expense, prepare all documentation and deal
with all matters (including correspondence) relating to the Tax returns of the
European Subsidiaries for all accounting periods ending on or prior to 31
December, 2004.


 


2.2           Genworth shall procure that
the European Subsidiaries shall cause the returns mentioned in clause 2.1 above
to be authorised, signed and submitted to the appropriate authority.  If requested reasonably in advance of the
relevant due date for filing in writing by GE, FIGSL shall promptly provide to
GE and its accounting advisers draft copies of such returns mentioned in clause
2.1 above as GE may specify.  Genworth
will give reasonable consideration to the reasonable comments of GE and its
accounting adviser thereon provided that such comments are received reasonably
in advance of the due date for the filing of the relevant return.  Notwithstanding the foregoing, Genworth shall
not file any tax return in a manner that would materially adversely effect GE
or any GE affiliate without the consent of GE, which consent shall not be
unreasonably withheld.


 


7

















 


2.3           Clauses 2.2 and 2.6 notwithstanding,
Genworth shall not be obliged to procure that any of the European Subsidiaries
authorise, sign or submit any Tax return that is not true and accurate in all
material respects.


 


2.4           Genworth or its duly
authorised agent shall have sole conduct of all tax affairs of the European
Subsidiaries relating to accounting periods ending after 31 December, 2004
(save that Genworth shall have sole conduct of all tax affairs of FINCL from
the time of its incorporation and that GE shall have sole conduct of all tax
affairs of FACL in respect of those periods of account in which that company is
no longer trading as an insurance company). 
The parties shall grant eachother or their agents all such assistance as
may reasonably be required in the conduct of all such Tax affairs.


 


2.5           In addition to the
foregoing, GE agrees to provide, and to procure that any of its subsidiaries
from time to time will provide, all such assistance as Genworth may reasonably
require for the purposes of preparing any returns, audits or filings for itself
and/or any of its subsidiaries from time to time and Genworth agrees to
provide, and to procure that any of its subsidiaries from time to time will
provide, all such assistance as GE may reasonably require for the purposes of
preparing any returns, audits or filings for itself and/or any of its
subsidiaries from time to time.  The
recipient of any such assistance shall make such payment for that assistance as
the UK TSA may specify (if any).


 


2.6           In the event of a dispute
arising in relation to clause 2.2, an application shall be made to the
president of the Institute of Chartered Accountants in England and Wales for
the time being for him or her to appoint a suitably qualified and independent
firm of accountants to resolve such dispute (the “Appointed Firm”).  The purpose of the reference of the dispute
to the Appointed Firm shall be to determine whether or not FIGSL has given
reasonable consideration to any reasonable comments of GE or whether GE
unreasonably withheld any consent provided in accordance with clause 2.2
purposes, the Appointed Firm shall be deemed to act as an expert and not as an
arbitrator, and accordingly the provisions of the Arbitration Act 1979 shall
not apply.  The decision of the
Appointed Firm as to the matter referred to it shall, except in the case of
manifest error, be conclusive and binding on the parties.  The Appointed Firm’s costs shall be borne by
the parties on a just and reasonable basis as decided by the Appointed Firm
bearing in mind its conclusions.


 


3.            SURRENDER OF GROUP RELIEF


 


3.1           Genworth shall procure that
each UK Subsidiary shall, and GE shall procure that each Remaining Supergroup
Member shall, make or claim, as appropriate, all such surrenders of Group
Relief as are specified in Schedule 2 hereto as can be validly made or claimed
(to the extent that such claims or surrenders have not already been validly
made and accepted by the Inland Revenue.)


 


8

















 


Each
such Group Relief surrender shall be made for full value and in consideration
for (a) each other Group Relief surrender to be made pursuant to this clause
3.1; (b) of such payment, if any, as is made pursuant to clause 3.9, and (c) of
the Initial Payment, in each case as appropriate, except that where Genworth
and GE agree, GE may waive payment by any UK subsidiary in respect of any Group
Relief surrender. The “Initial Payment” is a payment to be made on
Completion, and to be funded by a GE subsidiary, as follows:


 


(i)            from GEFA to GECC, in the
event that the full tax value of the aggregate losses surrendered by the
Remaining Supergroup Members to the UK Subsidiaries exceeds the full tax value
of the aggregate losses surrendered by the UK Subsidiaries to the Remaining
Supergroup Members, and of an amount equal to the difference in value between
the two;  or


 


(ii)           from GECC to GEFA, in the
event that the full tax value of the aggregate losses surrendered by the UK
Subsidiaries to the Remaining Supergroup Members exceeds the full tax value of
the aggregate losses surrendered by the Remaining Supergroup Members to the UK
Subsidiaries, and of an amount equal to the difference in value between the
two;  or


 


(iii)          no payment in the event that
the full tax value of the aggregate losses surrendered by the UK Subsidiaries
to the Remaining Supergroup Members equals the full tax value of the aggregate
losses surrendered by the Remaining Supergroup Members to the UK Subsidiaries.


 


3.2           In the event that any loss
specified in Schedule 2 to be surrendered exceeds £40m and such loss has not
yet been agreed with the Inland Revenue, the value of that loss to be taken
into account for the purposes of the Initial Payment calculation in clause 3.1
shall be a value equal to one half of the full tax value of such loss with the
remainder to be taken into account in calculating any relevant Adjustment
Payment to be made in accordance with clause 3.5 below if and when such loss is
agreed with the Inland Revenue.


 


3.3           Prior to 31 March each
year, (commencing with 31 March, 2005 and continuing until all Tax returns for
each of the UK Subsidiaries and the Remaining Supergroup Members for all
accounting periods commencing before Completion are agreed with the Inland
Revenue), GE shall deliver to Genworth a statement showing the extent to which
the losses of the Remaining Supergroup Members for any time before Completion
have been agreed with the Inland Revenue to be either greater than or less than
the amount assumed to be available in Schedule 2 and the changes, if any,
agreed with the Inland Revenue in the amount of profits of the Remaining
Supergroup Members for any time before Completion and Genworth shall deliver to
GE a statement showing the extent to which any losses of any UK Subsidiary
shown in Schedule 2 has


 


9

















 


been
agreed with the Inland Revenue to be either greater than or less than the
amount shown in Schedule 2 and the changes, if any, agreed with the Inland
Revenue in the amount of profits of any European Subsidiary for any time before
Completion (together that year’s “Adjustment Statement”).


 


3.4           Genworth shall procure that
each UK Subsidiary shall, and GE shall procure that each Remaining Supergroup
Member shall, make such adjustments to existing surrenders of Group Relief or
make or claim, as appropriate, all such new surrenders of Group Relief as are
necessary to make the appropriate changes indicated by the Adjustment
Statements in that year.  Each such
adjustment to an existing surrender of Group Relief or new surrender of Group
Relief shall be made for full value in consideration for a) each other
adjustment to an existing surrender of Group Relief or new surrender of Group
Relief to be made under this clause 3.4; (b) such payment, if any, as is made
pursuant to clause 3.9, and (c) the Adjustment Payment, in each case as
appropriate.


 


3.5           On 31 March each year, a
net payment (an “Adjustment Payment”) shall be made from Genworth (or its
designated affiliate) to GECC or from GECC to Genworth (or its designated
affiliate), as appropriate, to reflect the following:


 


(i)            payment by Genworth (or
its designated affiliate) to GECC to reflect the full tax value of any
additional losses surrendered by any Remaining Supergroup Member to any UK
Subsidiary pursuant to clause 3.4 and to the extent that payment has not
already been made for that loss pursuant to this clause 3;


 


(ii)           payment by GECC to Genworth
(or its designated affiliate)  to
reflect the full tax value of any additional losses surrendered by any UK
Subsidiary to any Remaining Supergroup Member pursuant to clause 3.4 and to the
extent that payment has not already been made for that loss pursuant to this
clause 3;


 


(iii)          payment by GECC to Genworth
(or its designated affiliate) to reflect a rebate for the full tax value of any
loss of any Remaining Supergroup Member for which payment has been made
pursuant to this clause 3 to the extent that the surrender of such loss is
withdrawn pursuant to clause 3.4;  and


 


(iv)          payment by Genworth (or its
designated affiliate) to GECC to reflect a rebate for the full tax value of any
loss of any UK Subsidiary for which payment has been made pursuant to this
clause 3 to the extent that the surrender of such loss is withdrawn pursuant to
pursuant to clause 3.4.


 


10

















 


3.6           Genworth hereby undertakes
that it shall, and shall procure that each UK Subsidiary shall, and GE hereby
undertakes that it shall, and shall procure that each Remaining Supergroup
Member shall, use all reasonable endeavours to procure that full effect is
given to the surrenders to be made pursuant to this clause 3 and that such
surrenders are allowed in full by the Inland Revenue and that each relevant
company shall sign and submit to the Inland Revenue all such notices of consent
to surrender (including provisional protective notices of consent in cases
where any relevant Tax computation has not yet been agreed) and all such other
documents and returns as may be necessary to secure that full effect is given
to this clause 3.


 


3.7           The foregoing provisions of
this clause 3 notwithstanding, no UK Subsidiary shall be obliged to accept any
surrender of any loss of any Remaining Supergroup Member, nor shall any
Remaining Supergroup Member be obliged to accept any surrender of any loss of
any UK Subsidiary to the extent that:


 


(i)            such loss, as shown in an
Adjusted Statement, exceeds the corresponding loss reflected in Schedule
2;  and


 


(ii)           Genworth, in the case of a
surrender to a UK Subsidiary, or GE, in the case of a surrender to a Remaining
Supergroup Member, notifies GE or Genworth as appropriate that in its opinion,
acting reasonably, accepting such an increased surrender would be prejudicial
to the relevant member(s) of its group.


 


3.8           Both GE and Genworth agree
to act in good faith both in preparing any Adjustment Statements pursuant to
clause 3.3 above and in determining whether the surrender of an increased loss
would be prejudicial to the relevant member(s) of its group pursuant to 3.7
above.


 


3.9           In the event that the
aggregate amount of UK corporation tax saved by the Remaining Supergroup
Members as a result of any losses surrendered to any of them by a UK Subsidiary
pursuant to this clause 3 exceeds the amount of UK corporation tax saved by
that UK Subsidiary as a result of any losses surrendered to it by any Remaining
Supergroup Members, Genworth shall pay to that UK Subsidiary an amount equal to
that excess.


 


3.10         In the event of any dispute
arising under this clause 3 either as to the amount of losses that any company
has or is able to validly surrender to another or as to whether the surrender
of a particular loss would be prejudicial for the purposes of clause 3.7, an
application shall be made to the president of the Institute of Chartered
Accountants in England and Wales for the time being for him or her to appoint a
suitably qualified and independent firm of accountants to resolve such dispute
(the “Appointed
Firm”).  The purpose of the
reference of the dispute to the Appointed Firm shall be to determine the amount
of losses that the particular company (or companies) has or is able to validly
surrender to another or as to whether the surrender of a particular loss would


 


11

















 


be
prejudicial for the purposes of clause 3.7 above as appropriate.  For these purposes, the Appointed Firm shall
be deemed to act as an expert and not as an arbitrator, and accordingly the
provisions of the Arbitration Act 1979 shall not apply.  The decision of the Appointed Firm as to the
matter referred to it shall, except in the case of manifest error, be
conclusive and binding on the parties. 
The Appointed Firm’s costs shall be borne by the parties on a just and
reasonable basis as decided by the Appointed Firm bearing in mind its
conclusions.


 


4.            UK VAT GROUP


 


4.1           Upon the Trigger Date GE
shall procure that GE Capital Bank Limited promptly apply to Customs &
Excise under section 43C of VATA 1994 to remove such of the European
Subsidiaries as are members of the VAT Group from the VAT Group and will procure
that Genworth is kept informed of the progress of the application and is
provided with copies of all correspondence.


 


4.2           GE shall, within thirty
days of receiving notice of the Exit Date, procure the deliverance to Genworth
of a statement, together with reasonable explanatory details, workings and
calculations (the “VAT Statement”) certifying whether the UK
Subsidiaries have, in aggregate, a Notional VAT Liability or a Notional VAT
Credit for the Relevant VAT Period and, if so, the amount of such aggregate
Notional VAT Liability or Notional VAT Credit.


 


4.3           Genworth shall procure that
the European Subsidiaries provide such information and assistance as GE or its
duly authorised agent may reasonably require for the purposes of preparing the
VAT Statement.  GE shall procure that GE
Capital Bank Limited act in good faith and shall use reasonable skill and care
in preparing the VAT Statement and the VAT Statement shall, in the absence of
manifest error, be binding on the parties.


 


4.4           If the VAT Statement shows
that the UK Subsidiaries have in aggregate a Notional VAT Credit, GE shall pay
to Genworth an amount equal to such Notional VAT Credit within fourteen days of
delivery of the VAT Statement to Genworth under clause 4.3.


 


4.5           If the VAT Statement shows
that the UK Subsidiaries have in aggregate a Notional VAT Liability, Genworth
shall pay to GE an amount equal to such Notional VAT Liability within fourteen
days of delivery of the VAT Statement to the Genworth under clause 4.3.


 


5.            OVERPAYMENTS ON ACCOUNT


 


5.1           On Completion, GE will pay
to Genworth an amount equal to any amount set out in Schedule 3 hereto as being
an overpayment on account of tax by any European Subsidiary.


 


12

















 


5.2           In the event that the
aggregate amounts paid by the European Subsidiaries to GE Capital Corporation
Limited for or on account of any Tax liability properly attributable to any
period ending on or before 31 December, 2003 less any amounts paid by GE to
Genworth pursuant to clause 5.1 or otherwise refunded to the European
Subsidiaries exceed the actual Tax liability of the European Subsidiaries for
such periods, GE shall pay to Genworth an amount equal to the amount of such
excess.


 


5.3           In the event that the
aggregate amounts paid by the European Subsidiaries to GE Capital Corporation
Limited for or on account of any Tax liability properly attributable to any
period ending on or before 31 December, 2003 less any amounts paid by GE to
Genworth pursuant to clause 5.1 or otherwise refunded to the European
Subsidiaries are less than the actual Tax liability of the European
Subsidiaries for such periods, Genworth shall pay to GE an amount equal to the
amount of such deficiency.


 


5.4           GE shall procure that GE
Capital Corporation Limited give notice to Genworth promptly upon determining,
in good faith, that a payment under either clause 5.2 or clause 5.3, as
appropriate, is required and, provided that Genworth agrees the amount, payment
shall be made to or by Genworth within 10 Business Days of receipt of such
notice by Genworth.


 


6.            INDEMNITIES


 


6.1           GE hereby covenants to pay
to Genworth an amount equal to any liability or increased liability to Tax of
any of the European Subsidiaries which arises as a consequence of or by
reference to any Relevant Company, after Completion, failing to pay the whole
of the Tax charged by any Tax assessment made in respect of that Relevant
Company within six months of the date of that Tax assessment.  For the purposes of this clause 6.1, the
term “Relevant Company” shall mean GE and any company, other than Genworth, any
European Subsidiary or any other company acquired by Genworth pursuant to the
Acquisition, which is or has at any time been a member of the UK Supergroup,
the UK VAT Group or otherwise treated for the purposes of any Tax as being a
member of the same group of companies as GE or any of its subsidiaries for the
purposes of any Tax.


 


6.2           Genworth hereby covenants
to pay to GE an amount equal to any liability or increased liability to Tax of
GE or any of its subsidiaries which arises as a consequence of or by reference
to any European Subsidiary, after Completion, failing to pay the whole of the
Tax charged by any Tax assessment made in respect of that European Subsidiary
within six months of the date of that Tax assessment.


 


13

















 


7.            TRANSFER TAXES


 


7.1           Pursuant to Section 17 of
the US TMA all transfer taxes, including stamp duty, arising in connection with
the Acquisition are for the account of GE and are to be dealt with in
accordance with that Section 17.


 


7.2           Notwithstanding section 7.1 above, in respect of any UK corporation tax
arising on the transfer of the shares of Consolidated Insurance Group Limited
from FACL to Financial New Life Company Limited pursuant to the 105 Scheme,
there shall be for the account of GE under section 7.1 only the amount of such
corporation tax that is attributable to the amount by which the value of those
shares at Completion exceeds the original cost to FACL of the acquisition of
those shares.


 


8.            PAYMENTS


 


8.1           All sums payable by one
party hereto (the “Payer”) to any other (the “Recipient”)
under this Agreement shall be paid to the Recipient or as the Recipient may
from time to time direct in full, without set-off, counterclaim, restriction,
condition, deduction or withholding (except any deduction or withholding for or
on account of Tax required by law), on the due date therefor, upon demand by
the Recipient and if not so paid shall carry interest on the balance for the
time being outstanding at the Agreed Rate..


 


8.2           If the Payer is required by
law to make any deduction or withholding from any payment due under this
Agreement, the amount of such payment shall be increased by such amount as to
ensure that the payment actually received is equal to the amount which would
have been payable had no withholding or deduction been required.  If the Recipient obtains any credit for any
such deduction or withholding then it shall rebate to the Payer such amount of
such credit as will leave it in the same net after tax position that it would
have been in had no such deduction or withholding been required.


 


8.3           If payment (excluding any
amount of default or other interest payable in respect thereof) payable under
this Agreement is liable to Tax the hands of the Recipient (including in
circumstances where any Relief is available in respect of such liability), the
amount payable shall be increased by such amount as will leave the Recipient in
the same net after tax position as that it would have been in had the payment
not been so liable to Tax (and ignoring the availability of such Relief other
than any such Relief to which the payment has given rise).


 


9.            TERMINATION


 


9.1           This agreement shall
terminate on 31 December, 2011 unless there is an earlier Change of Control in
which event this agreement shall terminate with immediate effect upon such
Change of Control.


 


14

















 


9.2           In the event that this
agreement terminates early upon a Change of Control, the parties hereto shall
in good faith and in writing agree what further payments, if any, are more
likely than not to be required to be made pursuant to any of clauses 3.5, 5.2
and 5.3 and such payments shall be made by the appropriate party within 10
Business Days of such agreement being reached.


 


9.3           In the event of any dispute
arising under this clause 9 as to the amount of further payments required to be
made pursuant to clause 9.2 an application shall be made to the president of
the Institute of Chartered Accountants in England and Wales for the time being
for him or her to appoint a suitably qualified and independent firm of
accountants to resolve such dispute (the “Appointed Firm”).  The purpose of the reference of the dispute to the Appointed Firm
shall be to determine the amount of further payments that each of the parties
is more likely or not to make pursuant to any of clauses 3.5, 5.2 and 5.3, For
these purposes, the Appointed Firm shall be deemed to act as an expert and not
as an arbitrator, and accordingly the provisions of the Arbitration Act 1979
shall not apply.  The decision of the
Appointed Firm as to the matter referred to it shall, except in the case of
manifest error, be conclusive and binding on the parties.  The Appointed Firm’s costs shall be borne by
the parties on a just and reasonable basis as decided by the Appointed Firm
bearing in mind its conclusions.


 


10.          REMEDIES AND WAIVERS


 


10.1         No delay or omission on the
part of any party to this agreement in exercising any right, power or remedy
provided by law under this agreement shall:-


 


(i)            impair such right, power
or remedy; or


 


(ii)           operate as a waiver
thereof.


 


10.2         The single or partial
exercise of any right, power or remedy provided by law or under this agreement
shall not preclude any other or further exercise thereof or the exercise of any
other right, power or remedy.


 


10.3         The rights, powers and
remedies provided in this agreement are cumulative and not exclusive of any
rights, powers and remedies provided by law.


 


11.          ASSIGNMENT


 


11.1         This agreement shall not be
assigned or transferred by any party hereto, whether in whole or in part,
without the prior written consent of both GE and Genworth.


 


15

















 


12.          FURTHER ASSURANCE


 


12.1         Each of the parties to this
agreement shall from time to time, on being required to do so by any other
party to this agreement now or at any time in the future, do or, so far as it
is able to, procure the doing of all such acts and/or execute or, so far as it
is able to, procure the execution of all such documents in a form satisfactory
to the party concerned as that party may reasonably consider necessary for
giving full effect to this agreement and securing to that party the full
benefit of the rights, powers and remedies conferred upon it in this agreement.


 


13.          NOTICE


 


13.1         Any notice or other
communication given or made under or in connection with the matters
contemplated by this deed shall be in writing (other than writing on the screen
of a visual display unit or other similar device which shall not be treated as
writing for the purposes of this clause).


 


13.2         Any such notice or other
communication shall be addressed as provided in clause 13.3 below and, if so
addressed, shall be deemed to have been duly given or made as follows:-


 


(i)            if sent by personal
delivery, upon delivery at the address of the relevant party;


 


(ii)           if sent by first class
post, two Business Days after the date of posting;


 


(iii)          if sent by facsimile, when
despatched;


 


PROVIDED THAT if, in accordance with the
above provisions, any such notice or other communication would otherwise be
deemed to be given or made outside Working Hours, such notice or other
communication shall be deemed to be given or made at the start of Working Hours
on the next Business Day.


 


13.3         The relevant addressee,
address, telephone number and facsimile number of each party for the purposes
of this agreement, subject to 13.4, are:-


 


	
  Name of party

  	
   

  	
  Address

  	
   

  	
  Telephone No.

  	
   

  	
  Facsimile No.

  
	
  For any notice to be given to Genworth or any European Subsidiary:

  	
   

  	
  Vantage West, Great West Road,

  Brentford, Middlesex,

  TW8 9AG

  	
   

  	
  0208 380 3661

  	
   

  	
  0208 380 3008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Financial Insurance Group Services

  	
   

  	
  For the attention of:

  Helen Maxwell

  	
   

  	
   

  	
   

  	
   

  



 


16

















 


	
  Limited

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  For any other notice to be given hereunder:

  	
   

  	
  Clarges House, 6-12 Clarges Street,

  London W1J 8DH

  	
   

  	
  0207 302 6284

  	
   

  	
  0207 302 6284

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GE Capital Europe Limited

  	
   

  	
  For the attention of:

  Roy Clark

  	
   

  	
   

  	
   

  	
   

  



 


13.4         A party may notify the other
parties to this agreement of a change to its name, relevant addressee, address,
telephone number or facsimile number for the purposes of this clause 13
PROVIDED THAT such notification shall only be effective on:-


 


(i)            the date specified in the
notification as the date on which the change is to take place; or


 


(ii)           if no date is specified or
the date specified is less than five Business Days after the date on which
notice is given, the date falling five Business Days after notice of any such
change has been given.


 


13.5         For the avoidance of doubt,
the parties agree that the provisions of this clause shall not apply in
relation to the service of Service Documents (as defined in Clause 19 below).


 


14.          COUNTERPARTS


 


14.1         This agreement may be
executed in any number of counterparts, and by the parties on separate
counterparts, but shall not be effective until each party has executed at least
one counterpart.


 


14.2         Each counterpart shall
constitute the original of this agreement, but all the counterparts shall
together constitute but one and the same instrument.


 


15.          TIME OF ESSENCE


 


15.1         Save as otherwise expressly
provided, time is of the essence of this agreement.


 


16.          INVALIDITY


 


16.1         If at any time any provision
of this agreement is or becomes illegal, invalid or unenforceable in any
respect under the law of any jurisdiction, that shall not affect or impair:-


 


17

















 


(i)            the legality, validity or
enforceability in that jurisdiction of any other provision of this agreement;
or


 


(ii)           the legality, validity or
enforceability under the law of any other jurisdiction of that or any other
provision of this agreement.


 


17.          CHOICE OF GOVERNING LAW


 


17.1         This agreement shall be
governed by and construed in accordance with English law.


 


18.          JURISDICTION


 


18.1         The parties to this agreement
irrevocably agree that the courts of England are to have exclusive jurisdiction
to settle any disputes which may arise out of or in connection with this
agreement and that accordingly any Proceedings must be brought in such courts.


 


19.          AGENT FOR SERVICE


 


19.1         Each of GE, GECC and IGE
irrevocably agrees that any Service Document may be sufficiently and
effectively served on it in connection with Proceedings in England and Wales by
service on its agent Trustee Limited, if no replacement agent has been
appointed and notified to Genworth pursuant to clause 13, or on the replacement
agent if one has been appointed and so notified.


 


19.2         Both Genworth and GEFA
irrevocably agree that any Service Document may be sufficiently and effectively
served on it in connection with Proceedings in England and Wales by service on
its agent, UK Group Holding Company Limited, if no replacement agent has been
appointed and notified to GE pursuant to clause 13, or on the replacement agent
if one has been appointed and so notified.


 


19.3         Any Service Document served
pursuant to clause 19.1 shall be marked for the attention of:-


 


(i)            Stephen Edge at 2 Lambs
Passage, London, EC1Y 8BB or such other address within England or Wales as may
be notified to Genworth pursuant to clause 13; or


 


(ii)           such other person as is
appointed as agent for service pursuant to clause 19.1 at the address notified
pursuant to clause 13.


 


19.4         Any Service Document served
pursuant to clause 19.2 shall be marked for the attention of:-


 


18

















 


(i)            James Rember at Vantage
West, Great West Road, Middlesex TW8 9AG or such other address within England
or Wales as may be notified to GE pursuant to clause 13; or


 


(ii)           such other person as is
appointed as agent for service pursuant to clause 19.2 at the address notified
pursuant to clause 13.


 


19.5         Any document addressed in
accordance with clause 19.3 or 19.4 shall be deemed to have been duly served
if:-


 


(i)            left at the specified
address, when it is left; or


 


(ii)           sent by first class post,
two Business Days after the date of posting.


 


19.6         If either of the agents
referred to in clauses 19.1 and 19.2 (or any validly appointed replacement
agent) at any time ceases for any reason to act as such, GE (acting also on
behalf of GECC and IGE), or Genworth (acting also on behalf of GEFA), as
appropriate, shall appoint a replacement agent to accept service having an
address for service in England or Wales and shall notify Genworth or GE, as
appropriate, of the name and address of the replacement agent; failing such
appointment and notification, Genworth or GE, as appropriate, shall be entitled
by notice to the other to appoint such a replacement agent to act on the
other’s behalf.


 


19.7          IN WITNESS WHEREOF, this
Agreement has been duly executed on the day and year first above written.


 


	
  GENERAL ELECTRIC COMPANY

  	
  GENERAL ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Dennis D. Dammerman

  	
  By:

  	
  /s/ James A. Parke

  
	
   

  	
  Name: Dennis D. Dammerman

  	
   

  	
  Name: James A. Parke

  
	
   

  	
  Title: Vice Chairman and Chief Executive Officer

  	
   

  	
  Title: Vice Chairman and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
  GENWORTH FINANCIAL, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Joseph J. Pehota

  	
   

  	
   

  
	
   

  	
  Name: Joseph J. Pehota

  	
   

  	
   

  
	
   

  	
  Title: Senior Vice President

  	
   

  	
   

  



 


19

















 


Schedule
1


 


The
European Subsidiaries


 


	
  Assocred S.A.;

  
	
   

  
	
  CFI Administrators Limited;

  
	
   

  
	
  CFI Pension Trustees Limited;

  
	
   

  
	
  Consolidated Insurance Group Limited;

  
	
   

  
	
  Ennington Properties Limited

  
	
   

  
	
  FIG Ireland Limited;

  
	
   

  
	
  Financial Assurance Company Limited;

  
	
   

  
	
  Financial Insurance Company Limited;

  
	
   

  
	
  Financial Insurance Group Services Limited;

  
	
   

  
	
  Financial Insurance Guernsey PCC Limited;

  
	
   

  
	
  Financial New Life Company Limited;

  
	
   

  
	
  GE Financial Assurance, Compania de Seguros y Reaseguros de Vida S.A;

  
	
   

  
	
  GE Financial Insurance, Compania de Seguros y Reaseguros S.A.;

  
	
   

  
	
  GE Mortgage Insurance Limited;

  
	
   

  
	
  GE Mortgage Insurance (Guernsey) Limited;

  
	
   

  
	
  GE Mortgage Services Limited;

  
	
   

  
	
  GE Mortgage Solutions Limited;

  
	
   

  
	
  GEFA UK Finance Limited;

  
	
   

  
	
  GEFA UK Holdings Limited;

  
	
   

  
	
  RD Plus S.A.;

  
	
   

  
	
  UK Group Holding Company Limited; 
  and

  
	
   

  
	
  World Cover Direct Limited.

  



 

















 


Schedule 2


 


GENWORTH – Group Relief amount


(lprofits)/losses


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  GROSS

  	
   

  	
  @ 30%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  £

  	
   

  	
  £

  	
   

  	
  £

  	
   

  	
  £

  	
   

  
	
  FICL

  	
   

  	
  1988-1998

  	
   

  	
   

  	
   

  	
  (5,780,683

  	
  )

  	
   

  	
   

  	
  (1,734,205

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  1999

  	
   

  	
   

  	
   

  	
  (16,222,538

  	
  )

  	
   

  	
   

  	
  (4,866,761

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  2000

  	
   

  	
   

  	
   

  	
  (47,683,362

  	
  )

  	
   

  	
   

  	
  (14,305,009

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  2001

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2002

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2003

  	
   

  	
   

  	
   

  	
  (18,500,000

  	
  )

  	
   

  	
   

  	
  (5,550,000

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (88,186,583

  	
  )

  	
   

  	
   

  	
  (26,455,975

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FACL

  	
   

  	
  1988-1998

  	
   

  	
   

  	
   

  	
  (19,233,983

  	
  )

  	
   

  	
   

  	
  (5,770,195

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  1999

  	
   

  	
   

  	
   

  	
  (2,584,018

  	
  )

  	
   

  	
   

  	
  (775,205

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  2000

  	
   

  	
   

  	
   

  	
  (14,793,851

  	
  )

  	
   

  	
   

  	
  (4,438,155

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  2001

  	
   

  	
   

  	
   

  	
  1,888,071

  	
   

  	
   

  	
   

  	
  566,421

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2002

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
  FACL

  	
   

  	
  2002

  	
   

  	
  171A

  	
   

  	
  3,956,394

  	
   

  	
   

  	
   

  	
  1,186,918

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2003

  	
   

  	
   

  	
   

  	
  76,000,000

  	
   

  	
   

  	
   

  	
  22,800,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  45,232,613

  	
   

  	
   

  	
   

  	
  13,569,784

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   Clause
  3.2

  	
   

  	
  Adjustment

  	
   

  	
   

  	
   

  	
  (38,000,000

  	
  )

  	
   

  	
   

  	
  (11,400,000

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FIGSL

  	
   

  	
  1988-1998

  	
   

  	
   

  	
   

  	
  (1,841,367

  	
  )

  	
   

  	
   

  	
  (552,410

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  1999

  	
   

  	
   

  	
   

  	
  (4,432,839

  	
  )

  	
   

  	
   

  	
  (1,329,852

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  2000

  	
   

  	
   

  	
   

  	
  (1,495,006

  	
  )

  	
   

  	
   

  	
  (448,502

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  2001

  	
   

  	
   

  	
   

  	
  (3,405,339

  	
  )

  	
   

  	
   

  	
  (1,021,602

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  2002

  	
   

  	
   

  	
   

  	
  (3,587,637

  	
  )

  	
   

  	
   

  	
  (1,076,291

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  2003

  	
   

  	
   

  	
   

  	
  (8,500,000

  	
  )

  	
   

  	
   

  	
  (2,550,000

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (23,262,188

  	
  )

  	
   

  	
   

  	
  (6,978,656

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CIGL

  	
   

  	
  1988-1998

  	
   

  	
   

  	
   

  	
  (208,680

  	
  )

  	
   

  	
   

  	
  (62,604

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  1999

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2000

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2001

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2002

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2003

  	
   

  	
   

  	
   

  	
  (100,000

  	
  )

  	
   

  	
   

  	
  (30,000

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (308,680

  	
  )

  	
   

  	
   

  	
  (92,604

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GEMI

  	
   

  	
  1988-1998

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1999

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2000

  	
   

  	
   

  	
   

  	
  (6,387,608

  	
  )

  	
   

  	
   

  	
  (1,916,282

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  2001

  	
   

  	
   

  	
   

  	
  (1,555,633

  	
  )

  	
   

  	
   

  	
  (466,690

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  2002

  	
   

  	
   

  	
   

  	
  (6,219,354

  	
  )

  	
   

  	
   

  	
  (1,865,806

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  2003

  	
   

  	
   

  	
   

  	
  (6,000,000

  	
  )

  	
   

  	
   

  	
  (1,800,000

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (20,162,595

  	
  )

  	
   

  	
   

  	
  (6,048,779

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (124,687,433

  	
  )

  	
   

  	
   

  	
  (37,406,230

  	
  )

  



 

















 


Schedule
3


 


Overpayments on account of tax as at 31/12/03


 


 


GENWORTH


 


 


	
  Accounting period ended 31/12/1999

  	
   

  	
  - FICL

  	
   

  	
  £

  	
  926,965

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  - FACL

  	
   

  	
  £

  	
  1,006,518

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  - FIGSL

  	
   

  	
  £

  	
  151,019

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accounting period ended 31/12/2001

  	
   

  	
  - FICL

  	
   

  	
  £

  	
  5,817

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  £

  	
  2,090,319