Exhibit
10.31


 


CONFIDENTIAL TREATMENT REQUESTED


 


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


 


 


AMENDED AND RESTATED


INVESTMENT MANAGEMENT AND SERVICES
AGREEMENT


 


 


BETWEEN


 


 


GENERAL ELECTRIC CAPITAL ASSURANCE
COMPANY


 


 


AND


 


 


GE ASSET MANAGEMENT INCORPORATED


 


 


DATED AS OF MARCH 24, 2004


 

















 


THIS AMENDED AND RESTATED INVESTMENT
MANAGEMENT AND SERVICES AGREEMENT (the “Agreement”) is made
and entered into as of the 24th day of March, 2004 (the “Effective Date”), by
and between GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY, an insurance company
domiciled in the State of Delaware (“Client”), and GE ASSET MANAGEMENT
INCORPORATED, a Delaware corporation (“Manager”).


 


RECITALS


 


WHEREAS, Client and
Manager previously entered into an investment management and services agreement
(the “Original Agreement”) dated as of May 1, 2002 pursuant to which Client
retained Manager to provide investment management and other services for
Client’s investment portfolio and Manager agreed to provide those services on
the terms and conditions contained in the Original Agreement; and


 


WHEREAS, Client and
Manager now desire to amend and restate the Original Agreement in its entirety
as more specifically provided below.


 


NOW, THEREFORE, in consideration of the
promises and mutual covenants contained herein, Client and Manager agree as
follows:


 


ARTICLE I


DEFINITIONS AND USAGE


 


1.1                               Definitions.  The following capitalized terms, as used in
this Agreement, have the following meanings:


 


“Account”
shall have the meaning set forth in Section 2.1.


 


“Account
Assets” means the assets and any unrealized income, profit or gain (or loss)
from, those assets in the Account from time to time.  Unless specifically described otherwise, Account Assets shall be
valued at market.


 


“Actual
Costs” shall have the meaning set forth in Article IV(b).


 


“Affiliate”
of a Person means a Person who, directly or indirectly through one or more
intermediaries, Controls or is Controlled by, or is under common Control with,
such Person.


 


“Applicable
Law” means, as applicable to each of the parties hereto, any domestic or
foreign federal, state or local statute, law, ordinance or code (including,
with respect to Client, the Delaware insurance code and, with respect to
Manager, the Investment Advisers Act), any rules, regulations, administrative
interpretations or orders issued by any Governmental Authority (including with
respect to Client, the Insurance Authority 


 


2

















 


and, with respect to Manager, the SEC) pursuant to any
of the foregoing, and any order, writ, injunction, directive, judgment or
decree of a court of competent jurisdiction applicable to the parties hereto.


 


“Board”
means the Board of Directors of Client as the same may be elected from time to
time by the shareholders of Client.


 


“Budgeted
Costs” shall have the meaning set forth in Article IV(a).


 


“Control”
means, as to any Person,
the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or
otherwise.  The terms “Controlled”,
“under common Control with” and “Controlling” shall have correlative meanings.


 


“Control
Event” means, with respect to either party, the occurrence of: (a) any event
which results in the Control of the party transferring from a Person that was
an Affiliate immediately prior to the occurrence of such event to a Person that
is not an Affiliate; (b) the sale or transfer of substantially all of a party’s
assets to a Person that is not an Affiliate; or (c) the merger or consolidation
of a party with or into another Person and the surviving Person is not an Affiliate.


 


“CPR”
shall have the meaning set forth in Section 8.3.


 


“CPR
Arbitration Rules” shall have the meaning set forth in Section 8.4(a).


 


“Custodian”
shall have the meaning set forth in Section 2.6.


 


“Directed
Brokers” shall have the meaning set forth in Section 2.7(b)


 


“Directed
Trades” shall have the meaning set forth in Section 2.7(b).


 


“Dispute”
shall have the meaning set forth in Section 8.1(a).


 


“Effective
Date” shall have the meaning set forth in the introductory paragraph.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


“First
Extension” shall have the meaning set forth in Article III(a).


 


“GAAP”
means generally accepted accounting principles in effect, from time to time, in
the United States.


 


“GE”
means General Electric Company, a New York corporation.


 


“GE
Change” shall have the meaning set forth in Article III(a).


 


3

















 


“Governmental
Authority” means the SEC, the Insurance Authority or any court, tribunal,
arbitrator, authority, agency, commission, official or other instrumentality of
the United States or any federal, national, state, municipal, county, city or
other political subdivision.


 


“Initial
Notice” shall have the meaning set forth in Section 8.2.


 


“Initial
Termination Date” shall have the meaning set forth in Article III(a).


 


“Insurance
Authority” means the Delaware Department of Insurance.


 


“Investment
Advisers Act” means the Investment Advisers Act of 1940, as amended.


 


“Investment
Committee” means a committee directed by the Board to oversee Client’s
investment activities.


 


“Investment
Guidelines” shall mean certain guidelines and procedures concerning the
investment and management of the Account Assets (and which may be specific as
to any particular Account) as may be adopted from time to time by the Board or
the Investment Committee all of which shall be compliant in all respects and at
all times with all Applicable Law, and as may from time to time be modified or
amended by the Board or the Investment Committee; provided that any such
modification or amendment shall be provided by Client to Manager in writing in
advance.


 


“Investment
Objectives” shall mean any investment objectives set forth in the Investment
Guidelines or otherwise communicated in writing from time to time by Client to
Manager.


 


“Investment
Reports” means statements, reports, analyses, data, summaries, calculations,
formulas and the like concerning Account Assets, investment strategy, security
selection and performance results, whether in written, oral or electronic form.


 


“Management
Percentage” shall have the meaning set forth in Article IV(a).


 


“Original
Agreement” shall have the meaning set forth in the Recitals.


 


“Person”
means an individual, corporation, partnership, limited liability company,
association, trust or any other entity or organization, including governmental
or political subdivision or an agency or instrumentality thereof.


 


“Proposal”
shall have the meaning set forth in Article IV(c).


 


“Records”
shall have the meaning set forth in Section 2.9.


 


4

















 


“Regulatory
Change” shall have the meaning set forth in Article III(a).


 


“Remaining
Term” shall have the meaning set forth in Article III(a).


 


“Representatives”
means, as applicable, Client’s or Manager’s directors, officers, employees,
accountants and legal and financial advisors.


 


“Response”
shall have the meaning set forth in Section 8.2.


 


“SAP”
means statutory accounting procedures and principles prescribed or permitted by
Applicable Law.


 


“Second
Extension” shall have the meaning set forth in Article III(a).


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“SEC
Termination” shall have the meaning set forth in Article III(a).


 


“Taxes”
shall have the meaning set forth in Section 7.18(b).


 


“True-up”
shall have the meaning set forth in Article IV(b).


 


1.2                               Headings.  The headings contained in this Agreement are
for reference purposes only and shall not affect the meaning or interpretation
of this Agreement.


 


ARTICLE II


SERVICES


 


2.1                               Investment
Management.  With respect to
accounts and/or investment portfolios designated by Client from time to time in
writing and which may include, without limitation, an account established to
hold assets of Client placed into a trust or other special purpose vehicle
utilized to secure performance of Client’s obligations (collectively, the
“Account”), Manager will provide continuous, discretionary investment
management services to Client, which services may include (but not be limited
to) the following:


 


(a)                                  Research
and identify investment opportunities;


 


(b)                                 Open
(or direct the Custodian to open) and maintain brokerage accounts for
securities and other property for and in the name of Client and execute for
Client, as its agent and attorney-in-fact, standard customer agreements;


 


(c)                                  Invest
Account Assets in income earning investments, such as bonds and cash
equivalents, and such other investments as are permitted by Applicable Law,
subject to any restrictions or limitations imposed by the Investment
Guidelines, 


 


5

















 


the Board or the Investment Committee, in each case,
as communicated to Manager in writing;


 


(d)                                 Exercise,
on behalf of Client or direct the exercise by the Custodian where appropriate,
all rights and remedies conferred by any investment including, without
limitation, voting rights (as discussed more fully in Section 2.8 below) with
respect to the Account Assets;


 


(e)                                  Sell
or dispose of investments as appropriate, subject to any restrictions or
limitations imposed by the Investment Guidelines, the Board or the Investment
Committee; provided, however, that the proceeds from any such sales will be
deposited in the relevant Account on the date of receipt;


 


(f)                                    Assist
in developing an overall investment strategy for the Account Assets; provided
that in all cases Client shall have sole responsibility for approving and
adopting any such strategy;


 


(g)                                 Conduct
inspections, valuations, projections or other due diligence activities with
respect to investments;


 


(h)                                 Negotiate
the terms and conditions of investments and review and participate in the
preparation of any documentation relating to such investments and execute for
Client, as its agent and attorney-in-fact, such documentation;


 


(i)                                     Keep
the Account under review and confer at regular intervals with Client regarding
the investment and management of the Account;


 


(j)                                     Prepare
a summary of all purchases and sales of investments with respect to the Account
for approval and ratification by the Board or the Investment Committee not less
than quarterly and more frequently if the Board or the Investment Committee so
requests;


 


(k)                                  Assist
with cash management and cash flow forecasting;


 


(l)                                     Participate
in meetings of the Board, the Investment Committee and such other meetings with
Client Representatives as Client may request from time to time;


 


(m)                               Provide
Client, in a timely manner, with such reports, documentation and information as
Client may reasonably request in connection with monthly, quarterly and annual
closing activities;


 


(n)                                 Provide
Client with such additional investment management services relating to the
Account as Client may reasonably request from time to time; and


 


(o)                                 Provide
other support and analysis concerning investments, which, by way of example,
may include due diligence in connection with potential business 


 


6

















 


acquisitions or dispositions by Client and its
Affiliates, reinsurance transactions and capital markets structures; provided,
however, such support and analysis shall be similar in scope to that which
Manager has previously provided to Client and shall be consistent with the
range of services provided in the normal course by Manager under this
Agreement.


 


2.2                               [Reserved]


 


2.3                               Appointment of Manager.  Client appoints Manager and Manager
accepts appointment by Client as investment adviser for the Account with full
discretion subject to the terms of this Agreement; provided that, and without
limitation to any right or remedy of Client under this Agreement, the ultimate
control of Client’s accounts and/or investment portfolios shall remain with the
Board, and nothing contained in this Agreement shall be deemed to transfer or
delegate such control to Manager.


 


2.4                               Non-Exclusivity.
 Manager shall perform its services
described in this Agreement on a nonexclusive basis.  Client shall be free to retain at any time one or more additional
investment advisers to perform similar services in connection with any of its
assets.  Manager may give advice and
take action with respect to other clients that differs from advice given or
action taken with respect to the Account, so long as Manager attempts in good
faith to allocate investment opportunities to Client and the Account over a
period of time on a fair and equitable basis compared to investment
opportunities extended to other clients. 
Manager is not obligated to initiate the purchase or sale of any
security for Client or the Account that Manager, or its Affiliates or the
respective Representatives of either of them, may purchase or sell for its or
their own accounts or for the account of any other client if, in the reasonable
opinion of Manager, such transaction or investment appears unsuitable or
undesirable for Client or the Account.


 


2.5                               Covenants
of Manager.


 


(a)                                  Manager
shall discharge its duties with the care, skill, prudence and diligence under
the circumstances then prevailing that a prudent person, acting in a like
capacity and familiar with such matters should use in the conduct of an
enterprise of a like character and with like aims.   Further, Manager shall use the same skill and care in the
management of the Account and other duties hereunder as it uses in the
administration of other similar accounts for which it has investment responsibility.


 


(b)                                 Manager
shall use its commercially reasonable efforts to achieve the Investment
Objectives.  Notwithstanding the
foregoing, Client understands that Manager makes no representation regarding
its ability to achieve any Investment Objective and Manager shall have no
liability hereunder for such failure provided it has otherwise complied with
the terms of this Agreement.


 


(c)                                  Manager
shall notify Client in writing within seven (7) business days of:  (i) Manager’s failure or inability to comply
with any material term or provision of 


 


7

















 


this Agreement; (ii) any change in Manager’s senior
officers who exercise investment discretion in respect of the Account; (iii)
any change in Manager’s condition, financial or otherwise, or in its business
or any other change which is reasonably likely to be materially adverse to
Manager, the Account or the Account Assets; (iv) the occurrence of any
happening or event which is reasonably likely to cause or has caused any breach
of any representation or warranty made by Manager below and the nature and
scope of the breach; (v) any threatened or actual material adverse change in
the Account or nature of the Account Assets of which it is aware; (vi) if it is
unable to comply with the Investment Guidelines including any change resulting
from an amendment to such Investment Guidelines or any instruction or direction
given by Client pursuant to this Agreement; or (vii) if an instruction,
direction or guideline given by Client is: 
(A) in Manager’s opinion, inconsistent with the Investment Guidelines;
or (B) in Manager’s opinion, ambiguous or unclear in any respect, and the
instruction, direction or guideline must be clarified by Client.


 


(d)                                 In
the performance of its duties and obligations under this Agreement, Manager
shall act in conformity with the Investment Guidelines or other written
instructions of the Board, the Investment Committee or Representatives of
Client, in each case as supplied to Manager by Client, and all Applicable
Law.  At Client’s request, Manager shall
provide to Client certificates or other evidence of compliance relating to any
Applicable Law or other legal requirements, in each case in form and substance
satisfactory to Client.


 


(e)                                  Manager
shall at all times maintain sufficient and knowledgeable personnel to perform
the services under this Agreement.


 


(f)                                    Manager
shall inform Client of, and comply with, Manager’s policy regarding the receipt
by Manager of all services received in connection with soft dollar commissions
in relation to the investment or management of the Account.


 


(g)                                 Manager
shall account to Client for any monetary benefits, fees or commissions received
by Manager or any Affiliate of Manager in relation to the investment of the
Account other than benefits or amounts permitted to be received in accordance
with Section 2.7 and Article IV.


 


(h)                                 Manager
shall exercise due care in selecting, appointing and reviewing the performance
of any agent of Manager in connection with the Account or any broker engaged by
Manager.


 


(i)                                     Except
as otherwise disclosed in this Agreement, Manager does not have and will not
have any interest, direct or indirect, which would conflict in any manner with
its obligations under this Agreement.


 


2.6                               Custodial
Matters.  All transactions authorized by this
Agreement with respect to the Account will be consummated through a custodian
designated in writing by Client (the 


 


8

















 


“Custodian”). 
Manager (who shall not act as Custodian) may issue such instructions to
the Custodian as may be appropriate in connection with the settlement of
transactions initiated by Manager under this Agreement, either in writing or
sent electronically or orally and confirmed in writing or electronically as
soon as practical thereafter.  Manager
shall instruct all brokers, dealers or other persons executing orders on behalf
of the Account to forward to the Custodian copies of all brokerage or dealer
confirmations promptly after execution of all transactions.  Manager shall not be authorized to take
custody or possession of any Account Assets. 
Manager shall not be responsible for the fees of the Custodian or for
any loss incurred by reason of any act or omission of the Custodian. Client
may, at any time in its sole discretion, appoint one or more additional or
substitute custodians to hold the Account Assets.  Manager will be advised of the appointment of any substitute
custodians in writing by Client.


 


2.7                               Brokerage
Matters.


 


(a)                                  Manager
may place orders directly with brokers or dealers for executing transactions
for the Account.  In selecting brokers
or dealers, Manager is authorized to use its discretion and may take into
account such relevant factors as (i) total transaction price (including commissions,
as a component of price); (ii) the broker’s facilities, reliability and
financial responsibility; (iii) the ability of the broker to effect the
securities transaction, particularly with regard to such aspects as timing,
size and execution of orders; and (iv) the research services provided by such
broker to Manager (either directly or by arrangement with third parties) which
may enhance Manager’s general investment decision-making process,
notwithstanding that the Account may not be the direct or exclusive beneficiary
of such services.  Specifically, Manager
may pay a broker a commission in excess of the amount another broker would have
charged for effecting such transaction, so long as, in the good faith judgment
of Manager, the amount of the commission is reasonable in relation to the value
of the brokerage and research services provided by such broker, viewed in terms
of that particular transaction or Manager’s overall investment management
business.  Client shall be responsible
for the total transaction costs, including all reasonable broker’s commissions
with respect to transactions of the Account and all taxes or government fees,
domestic or foreign, attributable to such transactions.  Manager may enter into arrangements with
brokers to open “average price” accounts wherein orders during a trading day
are placed on behalf of Client and other clients and are allocated (along with
an equivalent portion of the expenses related thereto) among the Account and
the accounts of the other clients using an average price.  Manager may execute any and all transactions
for the Account with or through brokers or dealers that are Affiliates of
Manager so long as such transactions are executed on terms no less favorable than
those available from an unaffiliated broker or dealer.


 


(b)                                 Client
may direct Manager to effect securities transactions for the Account (“Directed
Trades”) through broker-dealer(s) identified by Client in writing (“Directed
Brokers”) in a separate agreement acceptable to Manager.   Client acknowledges that: (i) Directed
Trades may not enable Client to obtain the cost 


 


9

















 


and execution benefits,
if any, of participating in aggregated trades with other clients; and (ii)
Directed Trades may be executed before or after Manager effects the execution
of transactions for other accounts with the result that Client may pay or
receive, as the case may be, a different price for securities which were also
the subject of trades by Manager for its other clients.  Client represents that Directed Trades are
not prohibited by Applicable Law or Client’s governing documents.


 


2.8                               Exercise
of Rights.  Subject to the
Investment Guidelines and any other written instructions of the Board, the
Investment Committee or Representatives of the Client provided to Manager,
Manager shall use its best judgment to exercise or instruct the Custodian to
exercise, in a manner that Manager deems to be in the best interests of Client,
all voting rights, consent rights, subscription rights, conversion rights or
any other rights arising in connection with any investment in the Account.  Manager shall determine whether to consent
to modifications of any documents governing securities held in the Account.  Unless provided herein or requested in
writing by Client, Manager need not forward any proxy material, consent
solicitations or similar material to Client.


 


2.9                               Recordkeeping
and Reports; Review and Inspection.


 


(a)                                  Manager
shall maintain all records, memoranda, instructions or authorizations
(collectively, “Records”) relating to the acquisition or disposition of
securities or other investments in the Account as required by the Investment
Advisers Act.  Such Records will be the
property of Client.  On a timely basis,
Manager shall make available to Client, at its administrative offices or such
other location as may be designated by Client, copies or originals of such
Records upon reasonable request.


 


(b)                                 All
Records, both internal and external with third parties, to the extent within
the control of Manager, will clearly specify the ownership interest of Client
in the Account Assets.


 


(c)                                  Records
relating solely to the Account and/or the Account Assets that are not
maintained physically on Client’s premises or in Client’s care, custody and control
shall be subject to review and audit at any time by Client, its
Representatives, the Insurance Authority and any other Governmental Authority,
or any other entity designated by Client, and Manager shall cooperate with and
provide reasonable assistance to any such Person, including any auditor
appointed by Client to conduct an audit of the Account.  Such Records shall be maintained for the
time periods and in a format required by the Investment Advisers Act.  Manager shall notify Client prior to destruction
of such Records (in order that Client may request transfer of such Records to
Client as an alternative to destruction).


 


(d)                                 Manager
shall provide to Client such other documents and information pertaining to this
Agreement, the Account and/or Account Assets at such times as Client 


 


10

















 


may reasonably request including, but not limited to,
information required to prepare reports to the Insurance Authority or any other
entity designated by Client or as may be required in order for Client to comply
with GAAP, SAP or Applicable Law.


 


(e)                                  Manager
will cooperate fully with Client with respect to unsettled or unreconciled
transactions and daily transmission of trading activity.


 


2.10                        Information
Furnished to Manager.  Client
shall furnish to Manager in a timely manner any information that Manager may
reasonably request with respect to the services performed under this
Agreement.  In determining the
requirements of Applicable Law, Manager may rely on an interpretation of law by
legal counsel to Client.


 


ARTICLE III


TERM AND TERMINATION


 


(a)                                  This
Agreement shall continue in effect for a term beginning on the Effective Date
and ending on the third anniversary of the Effective Date (the “Initial
Termination Date”).  Not less than one
(1) year prior to the Initial Termination Date, Client shall notify Manager in
writing of its intent to terminate this Agreement on the Initial Termination
Date or to extend this Agreement for an additional one (1) year term (the
“First Extension”).  If Client exercises
the First Extension, Client shall, no later than the Initial Termination Date,
notify Manager in writing of its intent to terminate this Agreement at the end
of the First Extension or to further extend this Agreement for an additional
one (1) year term (the “Second Extension”). 
This Agreement may only be terminated by Client (i) for any reason with
one (1) year prior written notice (which notice shall specify the effective
date of termination) to the Manager or (ii) immediately (A) for cause  (“cause” being understood as any fraud or
willful misconduct by Manager in managing the Account, Manager’s material
breach of this Agreement, materially deficient investment performance with respect
to the Account or Manager’s material or repeated non-compliance in managing the
Account in accordance with the Investment Guidelines or Investment Objectives;
provided that, except with respect to Manager’s fraud or willful misconduct,
Manager shall have thirty (30) days from notice of such material breach or
non-compliance to cure the material breach or non-compliance to the reasonable
satisfaction of Client in which case “cause” shall not be deemed to have
occurred) or (B) upon a Control Event with respect to Client.  If Client terminates this Agreement with
less than one (1) year prior notice and if such termination is not for cause or
due to a Control Event with respect to Client, Client will then continue to pay
to Manager the lesser of (1) the unpaid balance of the Budgeted Costs (as defined
in Article IV(a)) for the remaining portion of the calendar year plus the
pro-rata portion of the Budgeted Costs for the following calendar year but only
for the number of days which when added to the time elapsed since the giving of
such notice would equal one (1) year (such remaining period, the “Remaining
Term”) or (2) the Actual Costs incurred by Manager for providing services under
this Agreement for the Remaining Term 


 


11

















 


(in each case as adjusted to reflect the pro-rata
portion of the True-up (as defined below) from the prior year and entire
True-up for the following year, or portion thereof, if applicable).  Manager shall use reasonable efforts to
mitigate the incurrence of such costs and expenses.  This Agreement may be terminated by Manager if the SEC suspends
or withdraws Manager’s investment adviser registration  (“SEC Termination”) or a change in
Applicable Law occurs that would materially and adversely affect Manager’s
ability to provide services hereunder (“Regulatory Change”).  Manager shall provide prompt written notice
of a SEC Termination or Regulatory Change to Client and Manager shall use best
efforts to extend the termination date for this Agreement to the maximum date
consistent with the requirements of the SEC or the date of implementation of
the Regulatory Change, as applicable, and in a manner consistent with
subsection (d) of this Article III. 
This Agreement may be terminated by Manager (i) upon a Control Event
with respect to Manager; (ii) if GE decides to dissolve Manager and commences
dissolution proceedings; or (iii) if GE decides to engage other investment
managers to provide substantially all advisory services to the fixed income
allocation of the General Electric Pension Trust (each event a “GE Change”);
provided that Manager shall give prompt written notice of a GE Change to Client
and the date of termination shall occur on the later of the Initial Termination
Date or one (1) year from the giving of notice of the GE Change to Client.  This Agreement also shall automatically
terminate in the event of its unauthorized assignment by either party.  Termination in any manner shall not affect
the rights of either party that accrued prior to termination.


 


(b)                                 Client
acknowledges that Manager has and will continue to expend substantial fixed
costs in providing services to Client and such costs would not have been
incurred but for Manager providing services to Client.  Furthermore, Client acknowledges that
Manager has agreed to provide services hereunder for the fees noted in Article
IV in part because Client has expressed a good faith intention to engage
Manager for not less than three (3) years following the Effective Date.  Therefore, Client acknowledges that the
management fees still to be paid to Manager following a termination by Client
of this Agreement for reasons other than cause or upon a Control Event with
respect to Client and with less than one (1) year prior notice should not be
construed as a penalty but as a reasonable approximation of the additional
costs incurred by Manager due to the failure of Client to meet the parties’
expectations.


 


(c)                                  Within
sixty (60) days of the termination of this Agreement, Manager shall transfer
all Records to Client or its designee provided that Manager shall be entitled
to maintain a copy of such Records.  All
reasonable costs to transfer such Records shall be paid by Client.


 


(d)                                 In
the event of any termination of this Agreement, Client may request that Manager
continue to serve as a manager hereunder (at the then-existing compensation
level) in order to assist Client in effecting a smooth and orderly transfer of
services and all Records to any successor manager (which may be 


 


12

















 


Client); provided that
such transition period shall not exceed 3 months unless otherwise agreed to by
the parties.  Manager shall consent to
such request provided termination is not the result of a SEC Termination or
Regulatory Change.


 


ARTICLE IV


COMPENSATION


 


(a)                                  Subject to the provisions of this Article
IV, Client agrees to pay Manager a management fee on a quarterly basis in
arrears for services provided by Manager to Client pursuant to this
Agreement.  The management fee shall be
equal to ** basis points (**%) (the “Management Percentage”) multiplied by the
value of the Account Assets as of the end of the relevant calendar quarter, as
determined by the Custodian’s records, divided by four (4).  The parties acknowledge that the initial
Management Percentage has been, and the Management Percentage applicable for
each calendar year thereafter will be, equal to the percentage resulting from
dividing Manager’s budgeted direct and indirect costs and expenses for such
period (the “Budgeted Costs”) as adjusted by any True-up (as defined below) for
the prior year by Client’s estimated aggregate Account Assets for the next
calendar year, all as determined in good faith.


 


(b)                                 The parties will reestablish the
Management Percentage for each calendar year in accordance with the following
process; provided, however, that if the Management Percentage for such period
exceeds by more than ten percent (10%) the Management Percentage applicable
during the prior calendar year or portion thereof, such increase shall be
submitted to the Insurance Authority for prior approval.  By each September 15, Client shall provide
Manager with a provisional forecast of Client’s Account Assets for the
following calendar year together with an outline of any significant changes
that Client proposes to implement to its investment strategy during the
following calendar year.  By each
October 1, Manager shall provide Client with a detailed budget setting forth
the expected Budgeted Costs to be incurred by Manager in order to provide
services to Client for the following calendar year along with reasonable
documentation in support of such budget (collectively, the “Proposal”).  Client shall promptly review the Proposal
and shall accept or reject the Proposal, in Client’s reasonable discretion, by
no later than November 1; provided, however, if Client rejects the Proposal it
shall provide Manager with a written explanation for such rejection.  If Client rejects the Proposal, Client and
Manager will work in good faith to resolve all issues so that the Proposal is acceptable
to both parties no later than December 1. 
As promptly as possible, but in no event later than January 15 of each
year, Client shall provide Manager its final forecast of Account Assets for the
calendar year and any significant changes to Client’s investment strategy that
Client proposes to implement during the calendar year.  Within five (5) business days following
receipt of such information, Manager shall calculate the difference between the
management fees paid or payable by Client to Manager for the prior year under
this Agreement (and under the Original Agreement for the portion of 2004 that 


 


13

















 


such agreement remained
in effect) and Manager’s actual direct and indirect costs and expenses of
providing services (“Actual Costs”) during such period (such difference is
referred to as the “True-up”) and shall provide the True-up and proposed
Management Percentage to Client.  The
calculation of any True-up shall not give effect to fees received by Manager or
reductions in fees otherwise owed to Manager as a result of a prior
True-up.  The True-up shall be added to
or subtracted from, as applicable, the Budgeted Costs set forth in the approved
Proposal and shall be reflected in the Management Percentage established for
the following calendar year.  If Manager
is entitled to the benefit of the True-up because Actual Costs exceeded
Budgeted Costs, the True-up added to Budgeted Costs for the following calendar
year shall be the lesser of the actual True-up or an amount equal to 10% of
Budgeted Costs for the prior calendar year; provided however, that any Actual
Costs that were not included in the approved Proposal for the year but were
previously approved in writing by Client in consultation with Manager during
such year shall not be included when applying the 10% cap.  The Manager shall provide Client with
reasonable back-up documentation supporting Manager’s calculation of the
True-up.  Client shall approve or reject
the True-Up and the Management Percentage not later than five (5) business days
after receipt thereof from Manager.  The
Management Percentage shall be implemented as if it were effective as of the
prior January 1.  If the parties are
unable to agree on a revised Proposal, the True-up or the Management
Percentage, the then existing Management Percentage shall remain in effect
until the parties agree on a revised Proposal and True-up.  If the parties are unable to agree on the
Proposal, the Management Percentage and the True-up by February 15, the
Budgeted Costs and Management Percentage (which shall reflect the True-up)
shall be established pursuant to the Arbitration process described in Article
VIII of this Agreement.  Both parties
understand that time is of the essence with respect to this subsection.  For purposes of all dates set forth in this
subsection, if such date is not a business day, then such date shall be deemed
to be the next calendar day that is a business day.


 


(c)                                  Manager
shall submit to Client within thirty (30) days following each calendar quarter,
a written statement of the amount owed by Client for the previous quarter.  Client shall pay Manager undisputed amounts
within thirty (30) days following receipt of such statement.


 


ARTICLE V


CONFIDENTIALITY


 


Subject to the duty of Manager
or Client to comply with Applicable Law, each party hereto shall treat as
confidential all information with respect to the other party received pursuant
to this Agreement.  No party shall use
or disclose the other party’s confidential information except as contemplated
by this Agreement.


 


Manager shall establish
and maintain reasonable procedures to keep Investment Reports, the information
supplied by Client to Manager for the Investment Reports and other non-public 


 


14

















 


information provided
hereunder confidential and to prevent disclosure or distribution to any Person
other than to Client’s Representatives or to Manager’s Representatives or
Manager’s service providers who have a reasonable need to know or have access
to such information in connection with providing services hereunder; provided
that Manager may include information from such Investment Reports when
presenting Manager’s performance as long as Client is not identified as the
source of such information.  Manager
will be responsible for compliance with the terms of this Article V by its
Representatives.


 


Investment Reports
provided by Manager to Client are privileged and may include proprietary
information.  Investment Reports will be
used solely for the purpose of monitoring and evaluating the performance of the
Account and for use by Client in testing the Account Assets for regulatory
compliance and similar purposes.  Client
shall establish and maintain reasonable procedures to keep Investment Reports
confidential and to prevent disclosure or distribution to any Person other than to Client’s Representatives
who have a reasonable need to know or have access to such Investment Reports in
connection with the receipt of services hereunder.  Client will be responsible for compliance with the terms of this
Article V by its Representatives.


 


Each party hereto will
obtain the other party’s approval before sending or making available any
Investment Report to third parties.  If
a party is required by Applicable Law or requested (by legal process, civil
investigative demand or similar process) to disclose any confidential
information of the other party, the party being required or requested to make
such disclosure will promptly notify the other party so that the other party
may seek an appropriate protective order or waive compliance with this
confidentiality covenant.


 


ARTICLE VI


REPRESENTATIONS AND WARRANTIES


 


6.1          By
Client.  Client
represents and warrants that:


 


(a)                                  It
is an insurance company duly organized, validly existing and in good standing
under the laws of Delaware and has the power and authority (including approval
from the Insurance Authority, if required) to execute, deliver and perform this
Agreement;


 


(b)                                 This
Agreement is the valid and binding obligation of the Client enforceable against
it in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting creditors’
rights generally or by the principles governing the availability of equitable
remedies; and


 


(c)                                  Except
as set forth on Schedule 6.1 attached hereto, none of the Account Assets are
“plan assets” within the meaning of ERISA and if any Account Assets ever become
“plan assets” within the meaning of ERISA, Client will immediately so notify
Manager.


 


15

















 


6.2          By
Manager.  Manager
represents and warrants that:


 


(a)                                  It
is a corporation duly organized, validly existing and in good standing under
the laws of Delaware, has the power and authority to carry on the business of
an investment adviser, and has the power and authority to execute, deliver and
perform this Agreement;


 


(b)                                 This
Agreement is the valid and binding obligation of Manager enforceable against it
in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting creditors’
rights generally or by the principles governing the availability of equitable
remedies;


 


(c)                                  Other
than approval from the Insurance Authority, if any, it has made, obtained and
performed all other registrations, filings, approvals, authorizations,
consents, licenses or examinations required by any government or governmental
or quasi-governmental authority, domestic or foreign, or required by any other
person, corporation or other entity in order to execute, deliver and perform
this Agreement and to be an investment adviser;


 


(d)                                 Neither
the execution and delivery nor the performance of this Agreement by Manager
will violate any law, statute, order, rule or regulation or judgment, order or
decree by any federal, state, local or foreign court or governmental authority,
domestic or foreign, to which Manager is subject nor will the same constitute a
breach of, or default under, provisions of any agreement or contract to which
it is a party or by which it is bound;


 


(e)                                  It
is registered as an investment adviser under the Investment Advisers Act and
has at least 48 hours prior to entering into this Agreement furnished to Client
a true and complete copy of Part II of its most recent Form ADV; and since the
date of such Form ADV, there has not been, occurred or arisen any material
adverse change in the financial condition or in the business of Manager or any
event, condition, or state of facts which materially and adversely affects, or
to its knowledge threatens to materially affect, the business or financial
condition of Manager; and


 


(f)                                    In
terms of intellectual property, it is the sole owner of all right, title and
interest in and to the intellectual property used by it to perform its
obligations hereunder or, to its knowledge, possesses all appropriate rights to
use the intellectual property; has not sold, granted, conveyed, licensed or
assigned to any third party, or in any way encumbered, the intellectual
property in a manner that interferes with Manager’s obligations under this
Agreement; and the intellectual property used by Manager does not to Manager’s
knowledge infringe the rights of any third party.


 


16

















 


ARTICLE
VII


MISCELLANEOUS


 


7.1                               Limitation
of Liability.  In furnishing
Client with services as provided herein, neither Manager nor any officer,
director or agent thereof shall be held liable to Client, its creditors or the
holders of its securities for good faith errors of judgment or for anything
except willful misfeasance, bad faith or gross negligence in the performance of
its duties, or reckless disregard of its obligations and duties under the terms
of this Agreement.  It is further
understood and agreed that Manager may rely upon information furnished to it by
Client that Manager reasonably believes to be accurate and reliable.  Certain federal laws, including federal
securities laws, impose liabilities under certain circumstances on persons who
act in good faith and therefore nothing contained herein shall in any way
constitute a waiver or limitation of any rights that Client may have under any
such federal laws.


 


7.2                               Indemnification.


 


(a)                                  Notwithstanding
any limitation of liability contained in Section 7.1, Manager shall indemnify
and hold Client harmless from and against any losses, damages, expenses
(including reasonable attorneys’ fees), liabilities, penalties, demands and
claims of any nature whatsoever with respect to or arising out of Manager’s
breach or violation of any agreement, covenant, representation or warranty made
by Manager herein.


 


(b)                                 Client
shall indemnify and hold Manager harmless from and against any losses, damages,
expenses (including reasonable attorneys’ fees), liabilities, penalties,
demands and claims of any nature whatsoever with respect to or arising out
Client’s breach or violation of any agreement, covenant, representation or
warranty made by Client herein.


 


7.3                               Assignment.  No assignment (by operation of law or
otherwise) of this Agreement, in whole or in part, nor any of the rights,
interests or obligations under this Agreement by either party shall be
effective without the prior written consent of the other party and the
Insurance Authority.  For purposes of
this section, the term “assignment” with respect to Manager as assignor shall
have the same meaning as defined in Section 202 of the Investment Advisers
Act.  Subject to the provisions of this
Section 7.3, this Agreement shall be binding upon, inure to the benefit of, and
be enforceable by the parties and their respective successors and permitted
assigns.


 


7.4                               Independent
Contractor.  Manager shall be
deemed to be an independent contractor and, except as expressly provided or
authorized in this Agreement, shall have no authority to act for or represent
Client.  Client shall always retain the
ultimate authority to make investment decisions on its own behalf.


 


7.5                               [Reserved]


 


7.6                               Specimen
Signatures.  From time to time,
Client shall provide Manager with a certificate setting forth the names and
specimen signatures of the Representatives who are 


 


17

















 


authorized to act on behalf of Client (including, but
not limited to, the Investment Committee). 
From time to time, Manager will provide Client with a certificate
setting forth the names and specimen signatures of the Representatives who are
authorized to act on behalf of Manager. 
The parties hereto shall be fully protected in relying upon any written
notice, instruction, direction or other communication (based upon the most
recent certificate that has been received by the party) which is reasonably
believed to have been executed by an individual who is authorized to act on
behalf of the other party.


 


7.7                               [Reserved]


 


7.8                               [Reserved]


 


7.9                               Advertising
and Promotion.  A party shall
not engage in any advertising or promotional activity that refers to the other
party without receiving the written consent of the other party prior to
publication or announcement.  Manager
shall however be entitled to disclose Client’s name and the size of the Account
Assets in client listings and other similar material.


 


7.10                        Governing
Law.   This Agreement shall be
governed by the laws of the State of Delaware, without giving effect to its
conflict of laws principles.


 


7.11                        Notices.  Any notice under this Agreement shall be
given in writing, addressed, and delivered, or mailed postpaid, to the party to
this Agreement entitled to receive such, at such party’s principal place of
business as set out here:


 


18

















 


Manager:


 


General Counsel


GE Asset Management
Incorporated


3003 Summer Street


Stamford, CT   06905


 


Client:


 


General Counsel


General Electric Capital
Assurance Company


6620 W. Broad Street


Richmond, Virginia 23230


 


or to such other address
as either party may designate in writing mailed to the other.  Whenever any notice is required to be given
hereunder, such notice shall be deemed given and such requirement satisfied
only when such notice is delivered, or, if mailed, when received unless
otherwise permitted by the terms hereof.


 


7.12                        Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


7.13                        Amendments.  No term or provision of this Agreement may
be amended, waived, discharged or terminated orally, but only by an instrument
in writing signed by both parties.


 


7.14                        Electronic Notices, Waivers and
Amendments.  For purposes
of providing notices required or permitted by this Agreement, waiving any right
under this Agreement, or amending any term of this Agreement and
notwithstanding any law recognizing electronic signatures or records, “a
writing signed,” “in writing” and words of similar meaning, shall mean only a
writing in a tangible form bearing an actual “wet” signature in ink manually
applied by the person authorized by the respective party, unless both parties
agree otherwise by making a specific reference to this section.


 


7.15                        Entire
Agreement.  This Agreement
supersedes any and all oral or written agreements or understandings heretofore
made, and contains the entire agreement of the parties, with respect to the
subject matter hereof.


 


7.16                        Counterparts.  This Agreement may be executed in one or
more counterparts, and such counterparts together shall constitute one and the
same agreement.


 


7.17                        Additional
Parties.   Insurance company
Affiliates of Genworth Financial, Inc. may become party to and bound by the
provisions of this Agreement subject only to executing 


 


19

















 


the Adoption Agreement attached hereto as Exhibit 1
and obtaining any necessary regulatory approvals.   Each such additional insurance company becoming a party to this
Agreement shall be deemed a “Client” hereunder.   If and when the Agreement involves two or more Clients, any one
Client may terminate this Agreement, but only with respect to such Client’s
participation in the Agreement, in accordance with Article III.


 


7.18                        Taxes.


 


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


 


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


 


(c)                                  The
parties agree to cooperate with each other to enable each to more accurately
determine its own tax liability and to minimize such liability to the extent
legally permissible.  Manager’s invoices
shall separately state the amounts of any Taxes Manager is proposing to collect
from Client.


 


(d)                                 Manager
shall promptly notify Client of any claim for Taxes asserted by applicable
taxing authorities for which Client is alleged to be financially responsible
hereunder.  Manager shall coordinate
with Client the response to and settlement of, any such claim.  Notwithstanding the above, Client’s
liability for such Taxes is conditioned upon Manager providing Client
notification within twenty (20) business days of receiving any proposed
assessment of any additional Taxes, interest or penalty due by Manager.


 


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


 


ARTICLE VIII


DISPUTE
RESOLUTION


 


8.1          General Provisions.


 


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


 


20

















 


(b)                                 Commencing
with a request contemplated by Section 8.2 set forth below, all
communications between the parties or their representatives in connection with
the attempted resolution of any Dispute, including any mediator’s evaluation
referred to in Section 8.3 set forth below, shall be deemed to have been
delivered in furtherance of a Dispute settlement and shall be exempt from
discovery and production, and shall not be admissible in evidence for any
reason (whether as an admission or otherwise), in any arbitral or other
proceeding for the resolution of the Dispute.


 


(c)                                  Except
as provided in Section 8.1(f) in connection with any Dispute, the
parties expressly waive and forego any right to (i) punitive, exemplary,
statutorily-enhanced or similar damages in excess of compensatory damages, and
(ii) trial by jury.


 


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


 


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


 


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


 


8.2                               Consideration by
Senior Executives.  If a Dispute
is not resolved in the normal course of business at the operational level, the
parties shall attempt in good faith to resolve such Dispute by negotiation
between executives who hold, at a minimum, the office of President and CEO of
the respective business entities involved in such Dispute.  Either party may initiate the executive
negotiation process by providing a written notice to the other (the “Initial
Notice”).  Fifteen (15) days after
delivery of the Initial Notice, the receiving party shall submit to the other a
written response (the “Response”).  The
Initial Notice and the Response shall include (i) a statement of the Dispute
and of each party’s position, and (ii) the name and title of the executive who
will represent that party and of any other person who will accompany the
executive.  Such executives will meet in
person or by telephone within thirty (30) days of the date of the Initial
Notice to seek a resolution of the Dispute.


 


21

















 


8.3                               Mediation.  If a Dispute is not resolved by negotiation
as provided in Section 8.2 within forty-five (45) days from the delivery
of the Initial Notice, then either party may submit the Dispute for resolution
by mediation pursuant to the CPR Institute for Dispute Resolution (the “CPR”)
Model Mediation Procedure as then in effect. 
The parties will select a mediator from the CPR Panels of Distinguished
Neutrals.  Either party at commencement
of the mediation may ask the mediator to provide an evaluation of the Dispute
and the parties’ relative positions.


 


8.4          Arbitration


 


(a)                                  If
a Dispute is not resolved by mediation as provided in Section 8.3 within
thirty (30) days of the selection of a mediator (unless the mediator chooses to
withdraw sooner), either party may submit the Dispute to be finally resolved by
arbitration pursuant to the CPR Rules for Non-Administered Arbitration as then
in effect (the “CPR Arbitration Rules”). 
The parties consent to a single, consolidated arbitration for all known
Disputes existing at the time of the arbitration and for which arbitration is
permitted.


 


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


 


(c)                                  The
parties agree to be bound by any award or order resulting from any arbitration
conducted in accordance with this Section 8.4 and further agree that
judgment on any award or order resulting from an arbitration conducted under
this Section 8.4 may be entered and enforced in any court having
jurisdiction thereof.


 


(d)                                 Except
as expressly permitted by this Agreement, no party will commence or voluntarily
participate in any court action or proceeding concerning a Dispute, except (i)
for enforcement as contemplated by Section 8.4(c) above, (ii) to
restrict or vacate an arbitral decision based on the grounds specified under
Applicable Law, or (iii) for interim relief as provided in paragraph (e)
below.  For purposes of the foregoing,
the parties hereto submit to the non-exclusive jurisdiction of the courts of
State of Delaware.


 


(e)                                  In
addition to the authority otherwise conferred on the arbitral tribunal, the
tribunal shall have the authority to make such orders for interim relief,
including 


 


22

















 


injunctive relief, as it may deem just and
equitable.  Notwithstanding Section
8.4(d) above, each party acknowledges that in the event of any actual or
threatened breach of Article V, the remedy at law would not be adequate, and
therefore injunctive or other interim relief may be sought immediately to
restrain such breach.  If the tribunal
shall not have been appointed, either party may seek interim relief from a
court having jurisdiction if the award to which the applicant may be entitled
may be rendered ineffectual without such interim relief.  Upon appointment of the tribunal following
any grant of interim relief by a court, the tribunal may affirm or disaffirm
such relief, and the parties will seek modification or rescission of the court
action as necessary to accord with the tribunal’s decision.


 


(f)                                    Each
party will bear its own attorneys’ fees and costs incurred in connection with
the resolution of any Dispute in accordance with this Article VIII.


 


 


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INTENTIONALLY LEFT BLANK]


 


23

















 


IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed by their respective officers thereunto duly authorized as of
the day and year first above written.


 


 


	
   

  	
  GE ASSET MANAGEMENT
  INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kathryn Karlic 

  	
   

  
	
   

  	
  Name: Kathryn Karlic

  
	
   

  	
  Title: Executive Vice
  President—Fixed Income

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC
  CAPITAL

  ASSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William R. Wright,
  Jr.

  	
   

  
	
   

  	
  Name: William R.
  Wright, Jr.

  
	
   

  	
  Title: Senior Vice
  President and Chief Investment Officer

  



 


24

















 


SCHEDULE
6.1


 


PLAN
ASSETS


 


 


None.


 


25

















 


EXHIBIT 1


 


ADOPTION AGREEMENT


 


(AMENDED AND RESTATED INVESTMENT
MANAGEMENT AND SERVICES AGREEMENT)


 


By executing this
Adoption Agreement, the undersigned corporation, an insurance company Affiliate
of General Electric Capital Assurance Company, hereby adopts and agrees to be
bound by the terms and provisions of the Amended and Restated Investment
Management and Services Agreement between GE Asset Management Incorporated and
General Electric Capital Assurance Company dated as of                   ,
2004 (the “Agreement”), as provided in Section 7.17 of the Agreement.


 


This Adoption Agreement
shall become effective on the date executed unless otherwise noted.


 


	
   

  
	
   

  
	
  [Name and Address of
  Corporation]

  
	
  By:

  
	
  Name:

  
	
  Title:

  
	
  Date:

  



 


26

















 


Schedule


 


                The following
agreements are
substantially identical in all material respects to the Amended and Restated
Investment Management and Services Agreement between General Electric Capital
Assurance Company and GE Asset Management Incorporated.  Differences between the agreements are noted
below.


 


	
  Agreement

  	
   

  	
  Differences

  
	
  Amended and Restated
  Investment

  Management and Services
  Agreement

  among First Colony Life
  Insurance

  Company, Federal Home Life
  Insurance

  Company, FFRL Re Corp., GE
  Life and

  Annuity Assurance Company,
  Jamestown

  Life Insurance Company and
  GE Asset

  Management
  Incorporated

  	
   

  	
  Parties to the Agreements differ.

  (See Agreement titles.)

  
	
  Amended and Restated Investment

  Management and Services Agreement

  between GE Capital Life Assurance

  Company of New York and GE Asset

  Management Incorporated

  	
   

  	
  Parties to the Agreements differ.

  (See Agreement titles.)

  
	
  Amended and Restated
  Investment

  Management and Services
  Agreement

  among General Electric
  Mortgage

  Insurance Corporation,
  General Electric

  Mortgage Insurance
  Corporation of North

  Carolina, Private
  Residential Mortgage

  Insurance Corporation, GE
  Residential

  Mortgage Insurance
  Corporation of North

  Carolina, General Electric
  Home Equity

  Insurance Corporation of
  North Carolina,

  GE Mortgage Reinsurance
  Corporation of

  North Carolina and GE
  Asset Management

  Incorporated

  	
   

  	
  Parties to the Agreements differ.

  (See Agreement titles.)