Exhibit 10.58


 


This
Taxation Management Agreement


 


is made on 24th May 2004 between the following parties:


 


1                                        Genworth Financial, Inc
, a company
incorporated in the State of Delaware, United States of America, and having its
principal place of business at 6620 West Broad Street, Richmond, Virginia 23230

(Genworth)


 


2                                        General Electric Capital Corporation
, a company
incorporated in the State of Delaware, United States of America, and having its
principal place of business at 260 Long Ridge Road, Stamford, CT, 06927



(GECC)


 


Recitals


 


(A)                             The Board of Directors of
GE Company has determined that it is in the best interest of its subsidiaries
and shareholders to divest the Genworth Group into a separate business and to
divest a portion of its interests in the Genworth Group through a public share
offering.


 


(B)                               Pursuant to a Master Agreement dated 24
May 2004 between, inter alia, GE
Company, GECC and Genworth (the “Master Agreement”), Genworth has agreed to
acquire the outstanding shares of stock of certain subsidiaries of GE (the “Acquisition”) and will thereby become the
parent entity of the Genworth Companies..


 


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


 


(D)                              Pursuant to the Global Transition Services Agreement dated 24 May
2004 between, inter alia, GE Company
and Genworth, GE Company 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”). The GE Aust Companies
and NEW GEMICO entered into the Business Transfer Arrangements on 23 February
2004 to effect a transfer of the Business conducted by the GE Aust Companies to
NEW GEMICO, which were completed on 31 March 2004.


 


(E)                                The purpose of this Agreement is to record
the parties’ agreement with regard to the Tax liabilities and affairs of the GE
Aust Companies and Genworth Companies.


 


The
parties agree


 


in
consideration of, among other things, the mutual promises contained in this
agreement:


 


1

















 


1                                        Definitions
and Interpretation


 


1.1                              Definitions


 


Act
means Corporations Act 2001 (Cth).


 


Business
means the lenders mortgage insurance business of GEMI
and GEMICO which has been  transferred
to NEW GEMICO pursuant to the Business Transfer Arrangements and the business
of GEMICO HOLDINGS.


 


Business
Day means a day on which trading banks are open for business
in Sydney other than a Saturday or Sunday;


 


Business
Transfer Arrangements means the:


 


(a)                                  GEMI Business Transfer Agreement dated 23 February 2004 between GEMI
and NEW GEMICO for the transfer of certain assets from GEMI to NEW GEMICO;


 


(b)                                 GEMICO Business Transfer Agreement dated 23 February 2004 between
GEMICO and NEW GEMICO for the transfer of certain assets from GEMICO to NEW
GEMICO; and


 


(c)                                  the Schemes,


 


which took effect on the Transfer Date.


 


Consolidated
Tax Group has the meaning set out in the Income Tax
Assessment Act.


 


GECFA
means GE Capital Finance Australasia Pty Limited ACN 070 396 020


 


GEMICO
means GE Capital Mortgage Insurance Corporation
(Australia) Pty Limited ABN 52 081 488 440.


 


GE
Company means
General Electric Company, a company incorporated in the United States of  America and having its principal place of
business at 3135 Easton Turnpike Fairfield, CT 06828


 


GE
Group means GE Company and its subsidiaries (other
than Genworth and its subsidiaries).


 


GE
Group Company means any company in the GE Group.


 


GE
Aust Companies means GEMI, GEMICO and GEMICO HOLDINGS
and GE
Aust Company means any one of them.


 


NEW
GEMICO means GE Mortgage Insurance Company Pty Limited
ABN 60 106 974 305.


 


GEMI
means GE Mortgage Insurance Pty Limited ABN 61 071 466
334.


 


GEMICO
HOLDINGS means GEMICO Holdings ABN 95 099 020 694.


 


Genworth
Companies means:


 


(a)                                  NEW GEMICO Holdings; and


 


(b)                                 NEW GEMICO;


 


and Genworth
Company means either one of them.


 


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Genworth Group means
Genworth and its subsidiaries


 


Group
Liability has the meaning defined in section 721-10 of
the Income Tax Assessment Act.


 


Head
Company has the meaning set out in the Income Tax
Assessment Act.


 


Income
Tax Assessment Act means the Income Tax Assessment Act
1997 (Cth).


 


Initial
Public Offering  or IPO has the meaning specified in section
1.1 of the Master Agreement.


 


Losses
means all losses, liabilities, costs (including
without limitation reasonable legal costs), charges, expenses, actions, proceedings,
claims and damages.


 


Net
Tax Contribution Amount has the meaning set out in the
Taxation Management (Stub Period Payments) Agreement.


 


NEW
GEMICO HOLDINGS means GE Mortgage Insurance Holdings
Pty Limited ABN 89 106 972 874.


 


Public
Authority includes:


 


(a)                                  any government in any jurisdiction, whether federal, state,
territorial or local;


 


(b)                                 any minister, department, office, commission, delegate,
instrumentality, agency, board, authority or organisation of any government or
in which any government is interested;


 


(c)                                  any non-government regulatory authority;


 


(d)                                 any provider of public utility services, whether or not government
owned or controlled;


 


(e)                                  any regulatory organisation established under statute or any stock
exchange; and


 


(f)                                    judicial body or administrative body.


 


Relevant
Tax Matters means:


 


(a)                                  the preparation and filing of all Tax returns, forms or statements;


 


(b)                                 any dealings with or making of any Tax assessments;


 


(c)                                  any audit or other administrative or judicial proceedings regarding
any Taxes payable; and


 


(d)                                 any other matter that may result in any Tax liability,


 


in relation to the GE Aust Companies or the
Genworth Companies in so far as such things relate to matters where Genworth or
the Genworth Companies have agreed to indemnify or pay an amount under this
agreement.


 


Schemes
means:


 


(a)                                  a scheme pursuant to Part III Division 3A of the Insurance Act 1973
(Cth) for the transfer of the lenders mortgage insurance business of GEMI to
NEW GEMICO; and


 


(b)                                 a scheme pursuant to Part III Division 3A of the Insurance Act 1973
(Cth) for the transfer of the lenders mortgage insurance business of GEMICO to
NEW GEMICO.


 


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Supplemental Payment Deed means
the agreement of the same name dated 31 March 2004 between NEW GEMICO HOLDINGS,
GECC, GEMICO and GEFA International Holdings, Inc. a corporation organised
under the laws of Delaware, providing for an additional payment from NEW GEMICO
HOLDINGS to GEMICO in respect of the transfer of the Business.


 


Taxation
Management (Stub Period Payments) Agreement means the
agreement of the same name between GECFA and NEW GEMICO, dated the same day as
this agreement.


 


Tax  includes
any tax, levy, impost, deduction, charge, rate, duty, compulsory loan or
withholding which is levied or imposed by a Public Authority, and any related
interest, penalty, charge, fee or other amount.


 


Tax
Expert means a Sydney barrister who specialises in tax
law:


 


(a)                                  as agreed between the parties; or


 


(b)                                 failing such agreement, upon application of either the Recipient or
the Payer, as nominated by the President for the time being of The NSW Bar
Association.


 


Tax Matters Agreement means the agreement dated [insert date] between GE Company, GECC, GEI, Inc. (a
Delaware Corporation), GE Financial Assurance Holdings, Inc. (a Delaware
Corporation) and Genworth.


 


2003 Tax Provision means the amount provided in respect of Tax in the annual accounts
for the GE Aust Companies and GECFA (insofar as it relates to the Business) for
the year ended 31 December 2003.


 


2004 Tax Provision means GE Group’s estimate (determined acting reasonably and as soon
as reasonably practicable after the Transfer Date) of the aggregate amount of
Tax payable by GECFA in respect of the Business for the period 1 January 2004
to the Transfer Date as if that period were an income year.


 


Transfer
Date means the “Transfer Date” as defined in the
Schemes, being 31 March 2004.


 


1.2                               Interpretation


 


Headings are for convenience only and do not
affect interpretation. The following rules of interpretation apply unless the
context requires otherwise.


 


(a)                                 The singular includes the plural and conversely.


 


(b)                                A gender includes all genders.


 


(c)                                 Where a word or phrase is defined, its other grammatical forms have
a corresponding meaning.


 


(d)                                A reference to a person includes a body corporate, an unincorporated
body or other entity and conversely.


 


(e)                                 A reference to a clause or schedule is to a clause of or schedule to
this agreement.


 


(f)                                   A reference to any party to this agreement or any other agreement or
document includes the party’s successors and permitted assigns.


 


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(g)                                A reference to any agreement, deed or document is to that agreement,
deed or document as amended, novated, supplemented, varied or replaced from
time to time, except to the extent prohibited by this agreement.


 


(h)                                A reference to any legislation or to any provision of any
legislation includes any modification or re-enactment of it, any legislative
provision substituted for it and all regulations and statutory instruments
issued under it.


 


(i)                                    A reference to dollars or $ is to Australian currency.


 


(j)                                    Each schedule to this agreement forms part of the agreement.


 


(k)                                 A reference to conduct includes any omission and any statement or
undertaking, whether or not in writing.


 


(l)                                    A reference to writing includes a facsimile transmission and any
means of reproducing words in a tangible and permanently visible form.


 


(m)                              Mentioning anything after include, includes or including does not
limit what else might be included.


 


(n)                                A reference to a right or obligation of any two or more persons
confers that right, or imposes that obligation, as the case may be, jointly and
severally.


 


(o)                                No provision of this agreement will be construed adversely to a
party on the ground that the party was responsible for the preparation of this
agreement or that provision.


 


1.3                               Business Days


 


Where the day on or by which anything has to
be done under this agreement is not a Business Day, that thing must be done on
or by the preceding Business Day.


 


2                                        Indemnities


 


2.1                               GECC Indemnity


 


(a)                                 GECC indemnifies Genworth in respect of and must pay Genworth an
amount equal to any Tax payable by the Genworth Companies to the Commissioner
of Taxation:


 


(1)                                 under Division 721 of Income Tax Assessment Act in respect of a
Group Liability of GECFA that is not paid or otherwise discharged in full by
the time the liability became due and payable; and


 


(2)                                 under section 53 of the Taxation Administration Act 1953 in respect
of GST.


 


(b)                                The indemnity given by GECC under this clause 2.1 does not affect
the obligation of NEW GEMICO to pay any Net Tax Contribution Amount to GECFA
under clause 2.1 of the Taxation Management (Stub Period Payments) Agreement.


 


(c)                                 Where a Genworth Company:


 


(1)                                 receives a refund of Tax; or


 


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(2)                                 pays a reduced amount of Tax as a result of the application of a
benefit or credit arising from an earlier payment of Tax,


 


and the Tax giving rise to the refund,
benefit or credit is Tax in respect of which GECC has paid an amount to
Genworth  under the indemnity given by
GECC pursuant to this clause 2.1, Genworth must procure that the relevant
Genworth Company repays to GECC, to the extent of the refund or reduced amount
of Tax, the amount paid by GECC under this clause 2.1 within 30 days of receipt
of the refund or reduced payment.


 


(d)                                GECC indemnifies Genworth in respect of and must pay Genworth an
amount equal to any stamp duty (including penalties and interest) on the
execution, delivery and performance of the Supplemental Payment Deed.


 


2.2                               Genworth Indemnity


 


(a)                                 Genworth indemnifies GECC in respect of and must pay GECC an amount
equal to:


 


(1)                                 any increases in Tax payable by the GE Aust Companies in respect of
the Business up to 31 December 2002;


 


(2)                                 any Tax payable by the GE Aust Companies and GECFA (insofar as it
relates to the Business) in respect of the carrying on of the Business in
excess of the 2003 Tax Provision; and


 


(3)                                 any Tax payable by GECFA in respect of the carrying on of the
Business in excess of the 2004 Tax Provision.


 


(b)                                For the avoidance of doubt, any reference to Tax payable by GECFA or
any GE Aust Company in respect of the carrying on of the Business in excess of
the 2004 Tax Provision (for which Genworth has given an indemnity under clause
2.2(a)(3)) does not include any Tax (including stamp duty) payable by GECFA or
any GE Aust Company in respect of the Business Transfer Arrangements or the
Supplemental Payment Deed.


 


(c)                                 Where a GE Aust Company or GECFA:


 


(1)                                 receives a refund of Tax; or


 


(2)                                 pays a reduced amount of Tax as a result of the application of a
benefit or credit arising from an earlier payment of Tax,


 


and the Tax giving rise to the refund,
benefit or credit is Tax in respect of the periods referred to in clause
2.2(a)(1), (2) or (3), GECC must pay to Genworth an amount equal to the refund
or reduced amount of Tax.


 


2.3                               Limitations on Liability


 


A party will not be liable for any Tax, Loss
or other amount under or relating to this agreement to the extent that the Loss
arose or was incurred as a result of breach of any obligation under this
agreement or the Master Agreement.


 


2.4                               Taxation Effect


 


If a payment that is required to be made by one party (the “Payer”)
to any other (the “Recipient”) under this agreement is liable
to Tax in the hands of the Recipient, or in appropriate cases an affiliate of
the Recipient, the amount payable


 


6

















 


shall be increased by such amount as will leave the Recipient and the
relevant affiliate in the same net after tax position as it would have been in
had the payment not been so liable to Tax.


 


3                                        Control of Tax Matters


 


3.1                               Control by GE Group


 


(a)                                 The GE Group has sole control over:


 


(1)                                 the preparation and filing of all Tax returns, forms or statements;


 


(2)                                 any dealings with Tax assessments;


 


(3)                                 any audit or other administrative or judicial proceedings regarding
any Taxes payable; and


 


(4)                                 any other matter that may result in any Tax liability,


 


in relation to the GE Aust Companies
(including any Relevant Tax Matter).


 


(b)                                Without limiting clause 3.1(a), GECC must keep Genworth fully
informed, must consult with and must permit Genworth to participate in any
Relevant Tax Matter.


 


(c)                                 In respect of a Relevant Tax Matter, GECC  must procure that each GE Group Company must not file any Tax
returns or settle any proceedings or other matters which may result in any Tax
liability in a manner that would materially adversely affect Genworth or the Genworth
Companies without the consent of Genworth, which consent may not be
unreasonably withheld.


 


(d)                                If a GE Group Company unreasonably fails to accept any proposal by
Genworth or a Genworth Company in relation to a Relevant Tax Matter, then any
relevant amount payable by Genworth or a Genworth Company pursuant to this
agreement will be determined as if such proposal had been accepted.


 


(e)                                 If a GE Group Company otherwise acts unreasonably (or unreasonably
fails to act) in dealing with any Relevant Tax Matter, then any relevant amount
payable by Genworth or a Genworth Company pursuant to this agreement will be
reduced to the extent that the unreasonable act (or failure to act) of that GE
Group Company has increased the amount the subject of the payment.


 


3.2                               Control by Genworth


 


Except as provided in section 3.1, Genworth
will have exclusive right to control:


 


(a)                                 the preparation and filing of all Tax returns, forms or statements;


 


(b)                                any dealings with Tax assessments;


 


(c)                                 any audit or other administrative or judicial proceedings regarding
any Taxes payable; and


 


(d)                                any other matter that may result in any Tax liability,


 


of the Genworth Companies.


 


7

















 


4                                        Disputes


 


If a dispute arises between the parties with respect to this agreement
and the parties are unable to reach an agreement on the matter in dispute, then
any party to the dispute may refer the dispute to the Tax Expert for
determination.


 


(a)                                 The Tax Expert shall be deemed to act as an expert and not as an
arbitrator.


 


(b)                                The Tax Expert shall have the right to call for information from any
party relevant to any determination it may be required to make.


 


(c)                                 Each of the parties shall be entitled to submit written
representations to the Tax Expert in connection with the matter or matters in
dispute.


 


(d)                                The parties shall provide to the Tax Expert all such information and
documentation as it may reasonably require.


 


(e)                                 The decision of the Tax Expert is, in the absence of manifest error,
to be conclusive and binding on the parties for the purposes of determining the
dispute and the time for any payment.


 


(f)                                   The costs and expenses in connection with the reference will be
borne by the parties in a manner determined by the Tax Expert (and either party
may request that determination) and in the absence of such a determination will
be borne by the parties to the dispute equally.


 


5                                        GST


 


(a)                                 Any reference in this clause or
otherwise in this agreement to a term defined or used in A New Tax System (Goods and Services Tax) Act 1999
is, unless the context indicates otherwise, a reference to that term as defined
or used in that Act.


 


(b)                                Any amount referred to in this
agreement which is relevant in determining a payment to be made by one of the
parties to the other is exclusive of any GST unless indicated otherwise.


 


(c)                                 If GST is payable on a supply
made under or in connection with this agreement then the consideration provided
for that supply is increased by the rate at which that GST is imposed. The
additional consideration is payable at the same time as the consideration to
which it relates.


 


(d)                                The supplier must issue a tax
invoice to the recipient of the supply at the time of payment of the GST
inclusive consideration or at such other time as the parties agree.


 


(e)                                 If one of the parties to this
agreement is entitled to be reimbursed for an expense or outgoing incurred in
connection with the agreement, then the amount of the reimbursement will be net
of any input tax credit which may be claimed by the party (or its
representative member) being reimbursed in relation to that expense or outgoing.


 


8

















 


6                                        Trusts


 


6.1                               Trust of Genworth’s promises


 


GECC holds the promises given by Genworth under this agreement for
itself and also on trust for the GE Group Companies, with the intent that if
GECC refuses or fails to enforce any of those promises then any GE Group
Company may enforce them against Genworth.


 


6.2                               Trust of GECC’s  promises


 


Genworth holds the promises given by GECC
under this agreement for itself and also on trust for the subsidiaries of
Genworth, with the intent that if Genworth refuses or fails to enforce any of
those promises then any subsidiary of Genworth may enforce them against GECC.


 


7                                        Interest


 


In the event that any payment required to be
made under this agreement is made after the date on which such payment is due,
interest will accrue on the amount of such payment from (but not including) the
due date of such payment (and including) the date such payment is actually made
at the rate determined under section 12 of the Tax Matters Agreement,
compounded on a daily basis.


 


8                                        General


 


8.1                               Notices


 


(a)                                 Any notice or other communication including any request, demand,
consent or approval, to or by a party to this agreement:


 


(1)                                 must be in legible writing and in English addressed as shown below:


 


(A)                             if to Genworth


 


	
  Address:

  	
   

  	
  6620 West Broad Street,
  Richmond, Virginia

  23230

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Michael Schlessinger

  
	
   

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
  (804) 662 7900],

  



 


(B)                               if to GECC


 


	
  Address:

  	
   

  	
  260 Long Ridge Road, Stamford,
  CT, 06927

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Richard D’Avino

  
	
   

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
  (203) 967 5084 , and

  



 


or as specified to the sender by any party by
notice;


 


(2)                                 must be signed by the sender (if a natural person) or an officer or
under the common seal of the sender (if a corporation);


 


(3)                                 is regarded as being given by the sender and received by the
addressee:


 


9

















 


(A)                             if by delivery in person, when delivered to the addressee;


 


(B)                               if by post, 3 Business Days from and including the date of postage;
or


 


(C)                               if by facsimile transmission, whether or not legibly received, when
transmitted to  the addressee,


 


but if the delivery or receipt is on a day
which is not a Business Day or is after 4.00pm (addressee’s time) it is
regarded as received at 9.00am on the following Business Day; and


 


(4)                                 can be relied upon by the addressee and the addressee is not liable
to any other person for any consequences of that reliance if the addressee
believes it to be genuine, correct and authorised by the sender.


 


(b)                                A facsimile transmission is regarded as legible unless the addressee
telephones the sender within 2 hours after transmission is received or
regarded as received under clause 8.1(a)(3) and informs the sender that it
is not legible.


 


(c)                                 In this clause 8.1, a reference to an addressee includes a
reference to an addressee’s Officers, agents or employees.


 


8.2                               Waiver


 


(a)                                 A party waives a right under this agreement only if it does so in
writing.


 


(b)                                A party does not waive a right simply because it:


 


(1)                                 fails to exercise the right;


 


(2)                                 delays exercising the right; or


 


(3)                                 only exercises part of the right.


 


(c)                                 A waiver of one breach of a term of this agreement does not operate
as a waiver of another breach of the same term or any other term.


 


8.3                               Whole agreement


 


This agreement replaces any previous
agreement, representation, warranty or understanding between the parties
concerning the subject matter and embodies the entire agreement between the
parties.


 


8.4                               Variation


 


A variation of any term of this agreement
must be in writing and signed by the parties.


 


8.5                               Further action


 


Each party must promptly sign any document or do anything else that is
necessary to give full effect to this agreement.


 


8.6                               Enforceability


 


If all or any part of a provision of this
agreement is invalid or unenforceable, it may be severed to the extent of the
invalidity or unenforceability, without affecting the validity or
enforceability of the balance of that provision or any other provision which
remains after severance.


 


10

















 


8.7                               Counterparts


 


This agreement may be executed in any number
of counterparts and all counterparts, taken together, constitute one
instrument.


 


8.8                               Governing Law


 


This agreement is governed by the laws of New
York.


 


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  Executed as an agreement:

  	
   

  
	
   

  	
   

  
	
  Signed by

  	
   

  
	
  Genworth Financial, Inc

  	
   

  
	
  by:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
    /s/ Ward E. Bobitz

  	
   

  	
   

  
	
  Authorised
  Representative

  	
   

  
	
   

  	
   

  
	
    Ward E. Bobitz

  	
   

  	
   

  
	
   

  	
  Name (please
  print)

  
	
   

  	
   

  
	
  Signed by

  	
   

  
	
  General Electric Capital Corporation

  	
   

  
	
  by:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
    /s/ James A. Parke

  	
   

  	
   

  
	
   

  	
  Authorised
  Representative

  
	
   

  	
   

  
	
    James A. Parke

  	
   

  	
   

  
	
   

  	
   

  	
  Name (please
  print)

  



 


12