Exhibit 10.8


 


EMPLOYEE MATTERS
AGREEMENT


 


THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”)
is executed effective as of May 24, 2004, by and among GENERAL ELECTRIC
COMPANY, a New York corporation (“GE”), GENERAL ELECTRIC CAPITAL CORPORATION, a
Delaware corporation (“GECC”), GEI, Inc., a Delaware corporation (“GEI”),
GE FINANCIAL ASSURANCE HOLDINGS, INC., a Delaware corporation (“GEFAHI”),
and GENWORTH FINANCIAL, INC., a Delaware corporation (“Genworth”).


 


Statement of
Background Information


 


WHEREAS, GE, GECC,
GEI, GEFAHI and Genworth have entered into a Master Agreement, dated
May 24, 2004 (the “Master Agreement”); and


 


WHEREAS, it is
contemplated by the parties that, for a period of time described herein,
commencing on the Closing Date and ending on the Trigger Date, GE will continue
to cover or cause to be covered as set forth herein the applicable employees of
the Genworth Group in the benefit plans and programs and payroll procedures
maintained by the GE Group; and


 


WHEREAS, it is
contemplated by the parties that, for a period of time described herein,
Genworth shall, or shall cause one of its Affiliates to, provide compensation
and employee benefits to the employees of the Genworth Group as set forth
herein; and


 


WHEREAS, the parties desire to set forth in
writing the terms and conditions pursuant to which this Agreement will operate
and thereby supplement the provisions of the Master Agreement.


 


Agreement


 


NOW, THEREFORE, in consideration of the
promises and mutual covenants set forth in the Master Agreement and herein, and
other good and valuable consideration, and contingent upon the Closing, the
parties hereby agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


For the purposes of this Agreement, unless
otherwise noted, capitalized terms shall have the respective meanings specified
below:


 


“Affiliate”
shall have the meaning ascribed to such term in the Master Agreement.


 


“Agreement” shall have the meaning
ascribed to such term in the preamble hereto, as amended or supplemented from
time to time in accordance with the terms hereof.


 


“Closing” shall have the meaning
ascribed to such term in the Master Agreement.


 

















 


“Closing Date” shall have the meaning
ascribed to such term in the Master Agreement.


 


“COBRA” shall mean the continuation
coverage requirements under Section 4980B of the Code and Part 6 of Subtitle B
of Title I of ERISA.


 


“Code” shall mean the Internal Revenue
Code of 1986, as amended from time to time, any successor statute thereto and
all applicable regulations promulgated thereunder.


 


“Company” shall mean (i) prior to and
on the Closing, each Subsidiary of GE listed on Schedule 2.2(a)(ii)(B) of the
Master Agreement and each entity held by GE listed on Schedule 2.2(a)(ii)(C) of
the Master Agreement and (ii) immediately after the Closing, each member of the
Genworth Group.


 


“Company Employees” shall have the
meaning ascribed to such term in Section 3.01 hereof.


 


“Company Plan Services” shall have the
meaning ascribed to such term in Section 6.02 hereof.


 


“Company
Plans” shall mean all “employee benefit plans” as defined in Section 3(3)
of ERISA and all other benefit or compensation plans, programs, policies, and
arrangements sponsored by the Company and covering the Employees, and shall
include, on and following the Closing Date, the Genworth Equity and Long-Term
Performance Award Plan described in Section 5.01 hereof.


 


“Conversion
Ratio” shall have the meaning ascribed to such term in Section 5.02(b)
hereof.


 


“Effective Time” shall mean the date of, and immediately
following, the effectiveness of a registration statement on 


Form S-8 relating to the registration of shares of Class A common
stock issuable pursuant to the Genworth Equity and Long-Term Performance Award
Plan.


 


“Employees” shall have the meaning
ascribed to such term in Section 3.01 hereof.


 


“ERISA” shall mean the Employee
Retirement Income Security Act of 1974, as amended from time to time, any
successor statute thereto and all applicable regulations thereunder.


 


“European
Creditor Business Entity” shall mean the entities set forth on Schedule 2.9
of the Master Agreement.


 


“European
Transition Services Agreement” shall have the meaning ascribed to such term
in the Master Agreement.


 


“Excluded Employee Liabilities” shall
have the meaning ascribed to such term in Article II hereof.


 


“FIGSL”
shall mean Financial Insurance Group Service Limited.


 


“GE” shall have the meaning ascribed
to such term in the preamble hereto.


 


“GE Group” shall have the meaning
ascribed to such term in the Master Agreement.


 


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“GE Payroll and Plan Services” shall
have the meaning ascribed to such term in Section 6.01 hereof.


 


“GE Plans”
shall mean all “employee benefit plans” as defined in Section 3(3) of ERISA and
all other benefit or compensation plans, programs, policies, and arrangements,
including workers’ compensation, sponsored by GE or its Affiliate (other than a
Company) and of which the Company is a participating employer, but shall not
include any Company Plan.


 


“GE Retirement Plans” shall mean the
GE Pension Plan, GES&SP, GE Excess
Benefits Plan and GE Supplementary Pension Plan.


 


“GECC” shall have the meaning ascribed
to such term in the preamble hereto.


 


“GEFAHI” shall have the meaning
ascribed to such term in the preamble hereto.


 


“GEI” shall have the meaning ascribed
to such term in the preamble hereto.


 


“GEIH
Business” shall have the meaning ascribed to such term in Section 3.02
hereof.


 


“GEIH
Business Employees” shall have the meaning ascribed to such term in Section
3.02 hereof.


 


“Genworth” shall have the meaning
ascribed to such term in the preamble hereto.


 


“Genworth Business” shall have the
meaning ascribed to such term in the Master Agreement.


 


“Genworth Equity and Long-Term Performance
Award Plan” shall have the meaning ascribed to such term in Section 5.01
hereof.


 


“Genworth 401(k) Plan” shall have the
meaning ascribed to such term in Section 7.03(e) hereof.


 


“Genworth Group” shall have the
meaning ascribed to such term in the Master Agreement.


 


“Genworth Plan” shall have the meaning
ascribed to such term in Section 7.03(a) hereof.


 


“Genworth Plan Services” shall have
the meaning ascribed to such term in Section 7.04(d)(ii) hereof.


 


“GES&SP” shall mean
the GE Savings and Security Program.


 


“International Benefit Transition Date”
shall mean, with respect to the International Employees, the Trigger Date,
unless another date has been mutually agreed to in writing by GE and Genworth,
but shall in no event be later than the date that is six (6) months after the
Trigger Date.


 


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“International Employees” shall mean
Employees who are assigned to operations outside of the United States.


 


“International Plan” shall have the
meaning ascribed to such term in Section 7.04(b) hereof.


 


“Law” shall have the meaning ascribed
to such term in the Master Agreement.


 


“Liabilities”
shall have the meaning ascribed to such term in the Master Agreement.


 


“Master
Agreement” shall have the meaning set forth in the preamble hereto.


 


“Mortgage
Services Agreement” shall have the meaning ascribed to such term in the
Master Agreement.


 


“Person” shall have the meaning
ascribed to such term in the Master Agreement.


 


“Pricing Date” shall mean the date on
which the Underwriting Agreements (as defined in the Master Agreement) are
executed and delivered by each of the parties thereto.


 


“Restricted Employees” shall have the
meaning ascribed to such term in Section 9.04 hereof.


 


“Subsidiary” shall have the meaning
ascribed to such term in the Master Agreement.


 


“Term”
shall mean the period commencing on the Closing Date and ending on (i) the
Trigger Date or (ii) in the case of the International Employees, the
International Benefit Transition Date.


 


“Transferred Employees” shall have the
meaning ascribed to such term in Section 3.01 hereof.


 


“Transition
Services Agreement” shall have the meaning ascribed to such term in the
Master Agreement.


 


“Trigger Date” shall have the meaning ascribed to such term in
the Master Agreement.


 


“U.S. Employees” shall mean Employees
assigned to operations in the United States.


 


ARTICLE II


 


ASSUMPTION
OF CERTAIN OBLIGATIONS AND LIABILITIES


 


Effective as
of the Closing Date, Genworth shall, or shall cause one of its Affiliates to,
assume or retain, as the case may be, any and all Liabilities (contingent or
otherwise) relating to, arising out of or resulting from the employment or
services, or termination of employment or services, of any Person with respect
to the Genworth Business, whenever arising, including, but not limited to, any
Liabilities relating to, arising out of or resulting from (i) the Company Plans
and (ii) each of the individual employment, termination, retention, severance
or other similar


 


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contracts or agreements that relates to an
Employee (whether or not such Employee is located in the United States); except
that, Genworth or, if applicable, its Affiliate (1) shall not assume or retain
the Liabilities related to the GE Plans, except to the extent such assumptions,
retentions or the obligation to make periodic payments under such plans is
described elsewhere in this Agreement, (2) shall not assume or retain the
Liabilities solely attributable to the acts or omissions of the GE Group
pertaining to payroll administration and/or payroll systems services provided
by or on behalf of the GE Group prior to the Trigger Date (excluding attorney
fees and costs respecting pending litigation, unless such fees and costs are
attributable solely to payroll administration and/or payroll systems
services provided by or on behalf of the GE Group prior to the Trigger Date),
and (3) shall not assume or retain the Liabilities related to the current and
former GEIH Business Employees, other than any Liabilities arising prior to the
Closing Date which would be allocated to Genworth or one of its Affiliates
consistent with past practices and procedures or which are solely attributable
to the acts or omissions of Genworth or any of its Affiliates independent of GE
and any of its Affiliates.  Such
exceptions in (1), (2) and (3) are collectively referred to as “Excluded
Employee Liabilities”.  For purposes
of this Article II, any legal entity whose assets and liabilities are to be
transferred to the Genworth Group on the Closing Date shall be deemed excluded
from the GE Group.


 


ARTICLE III


 


EMPLOYMENT


 


Section 3.01.        Employees.  As of the Closing Date (or as soon as
possible thereafter as permitted by the Laws of any country other than the
United States), (i) Genworth shall, or shall cause its applicable Affiliates
to, continue to employ as a successor employer all of the employees
(including statutory employees) of the Companies (other than the GEIH Business
Employees described below), including all such employees who have rights of
employment on return from any leave or other absence (all such employees
hereinafter referred to as “Company Employees”), and (ii) GE shall,
or shall cause its applicable Affiliates (other than the Companies) to,
transfer all employees not employed by the Companies but assigned to the
Genworth Business, including all such employees who have rights of employment
on return from any leave or other absence (all such employees hereinafter
referred to as “Transferred Employees”) and Genworth shall, or shall
cause its applicable Affiliates to, employ as a successor employer the
Transferred Employees.  For purposes of
this Agreement, (i) all Company Employees, (ii) all Transferred Employees,
and (iii) those individuals hired after the Closing Date by the Genworth
Business shall collectively be referred to as “Employees.”  Any Liabilities relating to Transferred
Employees shall be deemed to be Liabilities of Genworth for all purposes with
effect from the Closing Date notwithstanding the fact that certain Transferred
Employees shall only be transferred following the Closing Date as permitted by
the Laws of any country other than the United States.  As of the Closing Date (or as soon as possible thereafter as
permitted by the Laws of any country other than the United States), Genworth
also agrees, or shall cause its applicable Affiliates, to assume the
obligations of any works council agreement covering the Employees employed by
the Companies outside of the United States. 
Notwithstanding the foregoing, any employee who is employed by GEI and
assigned to the Genworth Business on or after the Closing Date shall become an
Employee on the Trigger Date.


 


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Section 3.02.        GEIH Business Employees.  The parties note that pursuant to Section
3.6 of the Master Agreement, Genworth shall cause FIGSL to transfer the
Excluded Assets, Excluded Contracts and Excluded Liabilities relating to the
businesses or the support of the businesses of the members of the GEIH Group
(as defined in the European Transition Services Agreement but for the purposes
of this Section excluding any European Creditor Business Entity) (the “GEIH
Business”) as of the Closing Date. 
Accordingly, by operation of Law, the contracts of employment of all
employees of FIGSL who work primarily for or primarily in support of the GEIH
Business, except for those employees who provide support to the GEIH Business
solely by virtue of FIGSL’s obligations pursuant to the European Transition
Services Agreement, including all such employees who have rights of employment
on return from any leave or other absence 
(all such employees hereinafter referred to as “GEIH Business
Employees”), shall be transferred to the GE Affiliates assuming the
relevant Excluded Assets, Excluded Contracts and Excluded Liabilities (in each
case as defined in the Master Agreement) relating to the GEIH Business with
effect from the Closing Date.  To the
extent that any contract of employment of the GEIH Business Employees is not
transferred by operation of Law, GE shall cause the appropriate GE Affiliate to
issue formal offers of employment to any such GEIH Business Employees.  Any such offer of employment to a GEIH
Business Employee shall be made on terms and conditions identical to such
employee’s previous terms and conditions of employment with FIGSL, and such employee’s
period of continuous employment with FIGSL shall count as part of such
employee’s period of continuous employment with the relevant GE Affiliate.  The effective date of any new contracts of
employment resulting from any such offers and issued pursuant to this Section
3.02 shall be the Closing Date.


 


ARTICLE IV


 


PAYROLL;
BENEFITS


 


Section 4.01.        Payroll.  During the Term, for those Employees who are
paid through GE’s or one of its Affiliate’s payroll system immediately prior to
the Closing Date, such Employees shall continue to be paid through GE’s or one
of its Affiliate’s payroll system. 
Those applicable Employees who are hired after the Closing Date by the
Genworth Business shall also be paid through GE’s or one of its Affiliate’s
payroll system during the Term.  For
those Employees with payroll withholding elections (such as those related to
income taxes, qualified retirement plans, group health and welfare plans, etc.)
in effect immediately prior to the Closing Date, such Employees’ elections shall
remain the same during the Term as such elections were as of the Closing Date,
except to the extent an Employee elects (in a manner permitted to employees and
plan participants generally) to change any such election.


 


Section 4.02.        GE
Plans.  During the Term, for those
Employees who are eligible to participate in the GE Plans immediately prior to
the Closing Date (or who would become eligible upon meeting certain eligibility
requirements or upon satisfaction of any waiting periods under such plans), such
Employees shall continue to be eligible to participate in such GE Plans,
including the General Electric International Employee Stock Purchase Plan and
any comparable arrangements (but excluding any GE Plan providing for cash or
other bonus awards, stock options, stock awards, restricted stock, other
equity-related awards or long-term performance awards other than the GE
Incentive Compensation Plan as described in Article V hereof).  Those applicable Employees who are hired
after the Closing Date by the Genworth Business shall also


 


6

















 


be eligible to
participate in the applicable GE Plans during the Term upon meeting certain
eligibility requirements or upon satisfaction of any waiting periods under such
plans.  GE or its Affiliate, as the case
may be, shall continue to be responsible for operating and administering the
provisions of the GE Plans.


 


Section 4.03.        Company
Plans.  During the Term, for those
Employees who are eligible to participate in the Company Plans immediately
prior to the Closing Date (or who would become eligible upon meeting certain
eligibility requirements or upon satisfaction of any waiting periods under such
plans), such Employees shall continue to be eligible to participate in such Company
Plans.  Those applicable Employees who
are hired after the Closing Date by the Genworth Business shall also be
eligible to participate in the applicable Company Plans during the Term upon
meeting certain eligibility requirements or upon satisfaction of any waiting
periods under such plans.  The
applicable Company shall continue to be responsible for operating and
administering the provisions of the applicable Company Plans with support from
GE consistent with past practice.


 


ARTICLE V


 


INCENTIVE
COMPENSATION


 


Section 5.01.        Establishment
of Genworth Equity and Long-Term Performance Award Plan.  Effective as of the date of, and immediately
prior to, the effectiveness of a registration statement on Form S-8
relating to the registration of shares of Class A common stock issuable
pursuant to the Genworth Equity and Long-Term Performance Award Plan (as
hereinafter defined), Genworth shall, or shall cause one of its Affiliates to,
establish, adopt and maintain a plan or plans for the benefit of selected
Employees providing for cash or other bonus awards, stock options, stock
awards, restricted stock, other equity-related awards and long-term performance
awards (collectively, the “Genworth Equity and Long-Term Performance Award
Plan”); provided, however, that such Employees shall continue
to participate in the GE Incentive Compensation Plan, and Genworth’s plan
providing for annual cash or other bonus awards shall not be effective, until
the Trigger Date.  During the Term, GE
will cooperate with Genworth to support its operation and administration of the
Genworth Equity and Long-Term Performance Award Plan.


 


Section 5.02.        Existing
Arrangements.


 


(a)           Annual Incentive Compensation.  GE will pay a pro rata bonus attributable to
the portion of the calendar year occurring prior to the Trigger Date to
eligible Employees who immediately prior to the Trigger Date have participated
in the GE Incentive Compensation Plan subject to the terms and practices of
such plan.  Genworth shall reimburse GE promptly for any payments of such foregoing
amounts upon the receipt of billing(s) for such amounts.


 


(b)           GE Stock Options, Stock Appreciation Rights and
Restricted Stock Units.  Except as
provided in Schedule I hereof, all GE stock options that are vested and held by
Employees as of the Pricing Date will be exercisable in accordance with their
terms and the GE 1990 Long-Term Incentive Plan.  All GE stock options that are unvested and held by Employees as
of the Pricing Date and all GE stock appreciation rights (whether or not
vested) held by Employees as of the Pricing Date will be cancelled and
converted on the Pricing Date to a like award of (or denominated in) Genworth
common stock based on a ratio equal to the initial offering price of Genworth
common stock divided by the weighted-average stock price of GE


 


7

















 


common stock
for the trading day immediately prior to the Pricing Date (the “Conversion
Ratio”), subject to the effectiveness of a registration statement on Form
S-8 relating to the registration of shares of Class A common stock to be
offered by Genworth pursuant to the Genworth Equity and Long-Term Performance
Award Plan.  All GE restricted stock
units held by Employees as of the Pricing Date will be cancelled and converted
on the Pricing Date to Genworth restricted stock units based on the Conversion
Ratio, subject to the effectiveness of a registration statement on Form S-8
relating to the registration of shares of Class A common stock to be offered by
Genworth pursuant to the Genworth Equity and Long-Term Performance Award
Plan.  In all other respects, the
converted awards held by Employees will be subject to the same terms and
conditions as set forth respectively in the original award grants and, if
applicable, the GE 1990 Long-Term Incentive Plan; provided, however,
that no such awards shall vest solely as a result of the Trigger Date.  The foregoing cancellation and conversion of
GE stock options, GE stock appreciation rights, and GE restricted stock units
shall immediately be rescinded in all respects in the event that delivery of
the Firm Public Offering Shares (as defined in the Master Agreement) to the
Underwriters (as defined in the Master Agreement) against payment therefor is
not complete within four (4) Business Days (as defined in the Master Agreement)
after the Closing Date.


 


(c)           Long-Term Contingent Performance Incentive Awards.  For purposes of determining eligibility for
long-term contingent performance incentive awards granted to Employees in March
2003 under the GE Long-Term Incentive Plan for the 2003 through 2005 period,
employment with the Company shall be treated as employment with GE (or an
applicable GE Affiliate).  GE will pay a
prorated award, for the 2003 through 2005 period, equal to one-third (1/3)of
the payment that otherwise would be paid in the absence of such proration, in
2006, provided the terms and conditions for the payment of such award as set
forth in the original grant and the GE 1990 Long-Term Incentive Plan are
satisfied.


 


ARTICLE VI


 


PAYMENTS


 


Section 6.01.        GE
Payroll and Plan Services.  During
the Term, in consideration for the payment of the Employees through GE’s or one
of its Affiliate’s payroll system, the participation of the Employees in the GE
Plans, and the operation and administration of the GE Plans by GE and its
Affiliates for the benefit of current and former Employees pursuant to this
Agreement (the “GE Payroll and Plan Services”), Genworth shall pay GE,
and reimburse it for, the costs incurred by the GE Group, plus reasonable expenses,
associated with such GE Payroll and Plan Services.  All such foregoing amounts under this Section 6.01 will be
calculated, billed and paid consistent with the practices and procedures
established and uniformly applied to GE businesses; provided, however,
(i) GE shall not bill Genworth to the extent any such costs or expenses were
previously paid by Genworth (as an Affiliate of GE) prior to the Closing Date
and (ii) in no event will Genworth be billed more for the services relating to
(A) the participation of the U.S. Employees in the GE Plans and (B) the
operation and administration of the GE Plans by GE and its Affiliates for the
benefit of current and former U.S. Employees pursuant to this Agreement, than
the cost it would have incurred if it had established mirror plans for the U.S.
Employees during the Term.


 


8

















 


Section 6.02.        Company
Plan Services.  During the Term, in
consideration for GE’s cooperation in the operation and administration of any
Company Plan, including the Genworth Equity and Long-Term Performance Award
Plan established pursuant to Section 5.01 hereof, by Genworth and its
Affiliates for the benefit of current and former Employees pursuant to this
Agreement (the “Company Plan Services”), Genworth shall pay GE, and
reimburse it for, the reasonable costs incurred by the GE Group that are
associated with such Company Plan Services. 
All such foregoing amounts under this Section 6.02 will be calculated,
billed and paid consistent with the practices and procedures established for
such Company Plans in effect immediately prior to the Closing Date or, in the
event of a new service, on a cost liquidation basis; provided, however,
GE shall not bill Genworth to the extent any such costs or expenses were
previously paid by Genworth (as an Affiliate of GE) prior to the Closing Date.


 


Section 6.03.        Other
Genworth Obligations.  The amounts
described in Sections 6.01 and 6.02 above shall be in addition to Genworth’s
reimbursement and other obligations under this Agreement, including but not
limited to Article VII hereof.


 


ARTICLE VII


 


ADDITIONAL GENWORTH COVENANTS


 


Section 7.01.        Termination
of Participation in GE Plans.


 


(a)           In General.  (i) Except as otherwise specifically
provided in this Agreement, effective as of the Trigger Date, all Employees and
their dependents will cease any participation in, and any benefit accrual
under, each of the GE Plans; provided, that any Employee who as of the
Trigger Date has rights of employment on return from any leave or other absence
will terminate participation in the GE Plans effective as of the close of
business on the day before such Employee returns to active employment with the
Company and no further benefits shall accrue under such GE Plans with respect
to such Employee or any beneficiary thereof effective as of such return date.


 


(ii)           Except as otherwise specifically provided in this
Agreement, neither Genworth nor any other member of the Genworth Group shall
assume any obligations under or Liabilities with respect to, and shall not
receive any right or interest in, any of the GE Plans.


 


(b)           U.S. Retirement
Plans.  As of the Trigger Date, Employees shall cease to accrue benefits,
if any, under the GE Retirement Plans. 
Effective as of the Trigger Date, GE
shall take all necessary action, if any, to (i) effect such cessation of
participation, and (ii) cause the Employees to be fully vested in any GE
Retirement Plan (to the extent not then fully vested), except that with respect
to the GE Supplementary Pension Plan, GE shall only be required to vest such
Employee if the Employee has had ten (10) years of pension qualified
service.  No assets or liabilities with
respect to the GE Retirement Plans shall be transferred to Genworth as a result
of this Agreement.  GE shall pay, or
cause to be paid, directly to the Employees (including their surviving spouses
and beneficiaries) any vested retirement benefits to which they are entitled
under the GE Retirement Plans when eligible to receive such payments under the
terms of such plans.


 


9

















 


(c)           U.S. Post-Retirement
Welfare Benefits.  GE and its applicable Affiliates shall retain any
obligations they may have to provide post-retirement welfare benefits in
accordance with the terms of the GE Life, Disability and Medical Plan, as in
effect from time to time, to all former Employees of the Genworth Business and
their eligible dependents who are currently receiving such benefits as of the
Trigger Date.  In addition, GE and its
applicable Affiliates shall remain obligated to provide such coverage,
consistent with the terms of such plan as in effect from time to time, to all
Employees and their eligible dependents who, as of the Trigger Date, are
participants in the plan and either (i) have completed twenty-five (25) years
of continuous service or pension qualified service with the Company, its
Affiliates and their respective predecessors or (ii) have attained at least
sixty (60) years of age and have completed at least ten (10) years of
continuous service, in either case upon such Employees’ election to participate
in the GE Life, Disability and Medical Plan. 
Such participation shall be under circumstances and at the applicable
contribution levels entitling them to receive such benefits pursuant to the
terms of the GE Life, Disability and Medical Plan as in effect from time to
time.  Genworth shall reimburse GE
promptly for any payments of post-retirement welfare benefits made by GE or its
applicable Affiliates to the eligible Employees and their eligible dependents
pursuant to such coverage upon the receipt of periodic billings for such
amounts.


 


(d)           U.S. Other Welfare
Benefits.  Except as otherwise expressly provided in
this Agreement, GE or one of its Affiliates shall retain responsibility under
the GE Plans that are welfare benefit plans in which the Employees participate
with respect to all amounts that are payable by reason of, or in connection
with, any and all welfare benefit claims made by the Employees and their
eligible dependents but only to the extent such claims were incurred prior to
the Trigger Date.  However,
Genworth shall reimburse GE promptly for (i) (A) any payments of welfare
benefits made by GE or one of its Affiliates on or after the Trigger Date to
eligible Employees and their eligible dependents pursuant to any self-insured
GE Plans with respect to claims incurred prior to the Trigger Date or (B) any
payments of welfare benefits made by GE or one of its Affiliates on or after
the Trigger Date to eligible Employees who are inactive as of the Trigger Date
and their eligible dependents pursuant to any self-insured GE Plans with
respect to claims incurred the day before such Employees’ return to active
employment with the Company, and (ii) any payments of premiums made by GE or
one of its Affiliates on behalf of eligible Employees who are inactive as of
the Trigger Date and their eligible dependents pursuant to any insured GE Plans
with respect to coverage ending the day before such Employees’ return to active
employment with the Company, in each case upon the receipt of periodic billings
for such amounts.  Genworth and its
Affiliates shall be otherwise responsible for welfare benefit claims made by
the Employees and their eligible dependents to the extent such claims were incurred
on or after the Trigger Date.


 


Section 7.02.        Compensation.  For a period from the Closing Date until at
least one year following the Trigger Date (or for such longer period as
required by the Laws of any country other than the United States), each
Employee shall be entitled to receive while in the employ of the Company at
least the same (on an aggregate basis) salary, wages, bonus opportunities and,
in the case of an International Employee, other compensation as were provided
by the Company, or were otherwise applicable, to such Employee immediately
prior to the Closing Date.


 


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Section 7.03.        U.S.
Benefits.


 


(a)           Genworth Plans. 
Effective as of the Trigger Date, Genworth shall, or shall cause one of
its Affiliates to, establish, adopt and maintain for a period of at least one
year following the Trigger Date such employee benefits pursuant to plans,
programs, policies and arrangements for the U.S. Employees that provide
benefits to such U.S. Employees that are at least substantially comparable in
the aggregate to the value of those benefits provided to them pursuant to the
GE Plans in effect immediately prior to the Trigger Date (each such plan,
program, policy and arrangement, a “Genworth Plan”).  For avoidance of any doubt, no plan of the
types described in Section 5.01 hereof shall be taken into account in
determining whether the Genworth Plans are substantially comparable in the
aggregate.  Notwithstanding any of the
foregoing to the contrary, Genworth shall, or shall cause one of its Affiliates
to, provide severance benefits to any U.S. Employee who is laid off during the
one-year period following the Trigger Date in an amount that is at least equal
to the severance benefits that would have been paid to such employee pursuant
to the terms of the applicable GE or GECC severance plan as in effect
immediately prior to the Trigger Date, to be calculated, however, on the basis
of the U.S. Employee’s compensation and continuous service at the time of the layoff.


 


(b)           Past Service Credit.  All U.S. Employees shall be credited for service with the
Company, GE, their respective Affiliates and their respective predecessors on
and prior to the Trigger Date under all Genworth Plans and practices in which
they become participants for all purposes, but excluding benefits accrual under
any defined benefit plan, to the extent such service was credited under the
corresponding GE Plan and practices.


 


(c)           Group Health Plans.  Genworth shall, or shall cause one of its Affiliates to, cause
the Genworth Plans to waive any pre-existing conditions limitation and
recognize expenses incurred by a U.S. Employee prior to the Trigger Date for
purposes of out-of-pocket maximums and deductibles with respect to the calendar
year in which the Trigger Date occurs.


 


(d)           Vacation. 
Genworth shall, or shall cause one of its Affiliates to, recognize any
unused vacation entitlement of the U.S. Employees as of the Trigger Date, and
provide all U.S. Employees such unused vacation entitlement.


 


(e)           401(k) Plan. 
Effective as of the Trigger Date, Genworth shall have in effect a
qualified defined contribution plan (the “Genworth 401(k) Plan”) that
includes a qualified cash or deferred arrangement within the meaning of Section
401(k) of the Code designed to provide benefits as of the Trigger Date to the
U.S. Employees participating in the
GES&SP immediately prior to the Trigger Date.  Effective as of the Trigger Date, each U.S.
Employee who was a participant in the GES&SP
shall be entitled to a distribution of his or her respective account balance in
accordance with the terms of the GES&SP.  The Genworth 401(k) Plan shall provide for
the receipt of such individual rollovers of benefits so distributed from the
GES&SP.


 


(f)            COBRA.  Following the Trigger Date, Genworth shall,
or shall cause one of its Affiliates to, provide continuation health care coverage to all U.S. Employees
and their qualified beneficiaries who incur or incurred a qualifying event in
accordance with COBRA at any time with respect to claims incurred on or after
the Trigger Date.


 


11

















 


Section 7.04.        International
Benefits.


 


(a)           International Employees.  In the case of the International Employees, Genworth shall, and
shall cause its Affiliates to, comply with any applicable foreign Law governing
the terms and conditions of their employment, employment practices or severance
of employment.


 


(b)           Continuation of International Plans.  If an employee benefit plan, program, policy
or arrangement is subject to the Laws of a country other than the United States
(an “International Plan”) and covers only International Employees,
Genworth shall, or shall cause one of its Affiliates to, assume or continue, as
the case may be, sponsorship over and assumption of all obligations with
respect to such International Plan. 
Such International Plan shall be continued on the same terms for such
International Employees for a period of at least one year following the Trigger
Date or such longer period as may be required under applicable foreign Law or
practice.


 


(c)           Transfer of National Mutual
Retirement Benefits Fund.  As of the
Closing Date, Genworth shall cause FIGSL to transfer sponsorship of the
National Mutual Retirement Benefits Fund, and GE shall, or shall cause one of
its Affiliates to, assume sponsorship over and assumption of all obligations
and assets with respect to such Fund.


 


(d)           Establishment of International Plans.  (i) If an International Plan sponsored by GE
or its Affiliate (other than a Company) covers employees of the GE Group in
addition to International Employees, effective as of the International Benefit
Transition Date, Genworth shall, or shall cause one of its Affiliates to,
establish or maintain for the benefit of such International Employees (and not
former International Employees) benefit plans for a period from the
International Benefit Transition Date until at least one year following the
Trigger Date or such longer period as may be required under applicable foreign
Law or practice that, together with the International Plans described in
Section 7.04(b) above, provide benefits to such International Employees that
are at least substantially comparable in the aggregate to the value of those
benefits provided to them pursuant to the corresponding International Plans in
effect immediately prior to the International Benefit Transition Date.  In addition, the benefits or employment
practices provided by Genworth or its Affiliates pursuant to this Section 7.04(d)(i)
shall be at such level and design so that no severance or similar payment to
such International Employees shall be triggered, and shall comply with
applicable foreign Law.  In the event
that any such severance or similar payment is triggered under a GE Plan, Genworth shall reimburse GE promptly for any
payments of such foregoing amounts upon the receipt of billing(s) for such
amounts.  All obligations
attributable to such International Employees under such International Plans
shall be assumed by Genworth and its Affiliates under such Genworth benefit
plans as of the International Benefit Transition Date.


 


(ii)           If an International Plan sponsored by Genworth or its
Affiliate (other than a member of the GE Group) covers employees of the GE
Group in addition to International Employees, effective as of the International
Benefit Transition Date, GE shall, or shall cause one of its Affiliates to,
establish or maintain benefit plans for the benefit of such current (and not
former) employees of the GE Group.  All
obligations attributable to such current employees of the GE Group under such
International Plans shall be assumed by GE and its


 


12

















 


Affiliates
under such GE benefit plans as of the International Benefit Transition
Date.  During the Term, in consideration
for participation of the employees of the GE Group in any International Plan
sponsored by Genworth or its Affiliate and the operation and administration of
such International Plans by Genworth and its Affiliates for the benefit of
current and former employees of the GE Group pursuant to this Agreement (the “Genworth
Plan Services”), GE shall pay Genworth, and reimburse it for, the costs
incurred by the Genworth Group, plus reasonable expenses, associated with such
Genworth Plan Services.  All such
foregoing amounts under this Section 7.04(d)(ii) will be calculated, billed and
paid consistent with the practices and procedures established for such
International Plans in effect immediately prior to the Closing Date; provided,
however, Genworth shall not bill GE to the extent any such costs or
expenses were previously paid by GE (or an Affiliate of GE) prior to the
Closing Date.


 


(e)           Funded International Plan.  To the extent that any International Plan
described in Section 7.04(d) above is a funded defined benefit or defined
contribution pension plan with assets residing in a trust, GE and Genworth,
respectively, shall determine a proportionate amount of the trust assets
corresponding to, and not to exceed the liabilities under, such plan that is attributable
to the International Employees and current employees of the GE Group,
respectively.  Such amount shall be
transferred from such trust to the corresponding trust for the pension plan
referred to in Section 7.04(d) above as soon as practicable after the
International Benefit Transition Date unless contrary to applicable foreign
Law.  The amount to be transferred shall
be determined by the plan sponsor subject to mutual agreement by GE and
Genworth and, in the case of defined benefit pension plans, shall be based upon
generally accepted country- and plan-specific actuarial assumptions and the
accrued (but not projected) benefit obligation method.  Notwithstanding the foregoing provisions of
this Section 7.04(e), no part of the trust assets of the Canadian General
Electric Pension Plan shall be transferred from such plan’s trust fund to the
corresponding trust for the Genworth pension plan referred to in Section
7.04(d) above, and GE shall retain all obligations attributable to the
International Employees under the Canadian General Electric Pension Plan
accrued as of the International Benefit Transition Date applicable to such
employees.


 


(f)            Past Service Credit.  In addition to the other requirements of this Section 7.04, the
International Employees shall be credited with service consistent with the
principles set forth in Section 7.03(b) above and applicable Law.


 


Section 7.05.        No
Guarantee of Continued Employment. 
Neither Genworth nor any of its Affiliates shall be obligated to
continue to employ any Employee for any specific period of time, subject to
applicable Law.


 


Section 7.06.        Claims
Assistance.  Genworth shall, and
shall cause each other Company to, permit Employees to provide such assistance
to GE as may be required in respect of claims arising from the employment
relationship against GE or its Affiliates, whether asserted or threatened, to
the extent that, in GE’s opinion, (a) an Employee has knowledge of relevant
facts or issues, or (b) an Employee’s assistance is reasonably necessary in respect
of any such claim.


 


13

















 


ARTICLE VIII


 


PERFORMANCE
AND COOPERATION


 


Section 8.01.        Level
of Performance.  In performing its
obligations under this Agreement, each of GE and Genworth agrees that it and
its respective Affiliates, as applicable, shall in good faith exercise the same
standard of care as each has used to perform such services for its own account
and for its other employees, except as mutually agreed to in writing by GE and
Genworth.


 


Section 8.02.        Delivery
of Information; Cooperation Between the Parties.  GE and Genworth shall, and shall cause their respective
Affiliates to, provide each other with all such information and materials
reasonably necessary to effect GE’s and Genworth’s prompt and complete
performance of their duties and obligations under this Agreement and the GE
Plans.  The parties agree that they
shall cooperate with each other and shall act in such a manner as to promote
the prompt and efficient completion of the obligations hereunder.


 


ARTICLE IX


 


NON-HIRE;
NON-SOLICITATION


 


Section 9.01.        Non-Hire.


 


(a)           From the date of this Agreement until the Trigger Date, no
member of the Genworth Group will, without the prior written consent of GE,
either directly or indirectly, on its own behalf or in the service of or on
behalf of others, hire, or attempt to hire, any person employed by any member
of the GE Group.


 


(b)           From the date of this Agreement until the Trigger Date, no
member of the GE Group will, without the prior written consent of Genworth,
either directly or indirectly, on its own behalf or in the service of or on
behalf of others, hire, or attempt to hire, any person employed by the Genworth
Group.


 


Section 9.02.        Non-Solicitation
by Genworth Group.


 


(a)           For a period of one year following
the Trigger Date, no member of the Genworth Group will, directly or indirectly,
induce or attempt to induce to leave the employ of any member of the GE Group
any person who at the time occupies a position:  (i) assigned to the Senior Executive Band, (ii) assigned to the
Executive Band and employed in the GE businesses known as Asset Management, GE
Capital International Services, Inc., Consumer Finance, or Employers
Reinsurance Corporation, or (iii) involved in risk modeling at GE’s Global
Research and Development Center, whether or not such employee is a full-time or
a temporary employee of the GE Group, and whether or not such employment is
pursuant to written agreement.


 


(b)           For a period of two years following the Trigger Date, no
member of the Genworth Group will, directly or indirectly, induce or attempt to
induce to leave the employ of any member of the GE Group any person who at the
time is serving as an Officer of GE.


 


14

















 


Section 9.03.        Non-Solicitation
by GE Group.


 


(a)           For a period of one year following the Trigger Date, no
member of the GE Group will, directly or indirectly, induce or attempt to
induce to leave the employ of any member of the Genworth Group any person who
occupies a position: (i) assigned to the Senior Executive Band, (ii) assigned
to the Executive Band, (iii) assigned to the Senior Professional Band and
working in the functional areas of sales and marketing, risk management,
actuarial services, finance, capital markets – management, product development
– management, information technology or the Genworth Leadership Development
Program, or (iv) involved in risk modeling, whether or not such employee is a
full-time or a temporary employee of the Genworth Group, and whether or not such
employment is pursuant to written agreement.


 


(b)           For two years following the Trigger Date, no member of the
GE Group will, directly or indirectly, induce or attempt to induce to leave the
employ of any member of the Genworth Group any person who, on the day before
the Trigger Date, occupied a GE Officer position.


 


Section 9.04.        Exceptions.  Notwithstanding the limitations in Sections
9.02 and 9.03 hereof applicable to particular categories of GE and Genworth
employees (collectively, the “Restricted Employees”), such limitations
will not: (i) prohibit members of the GE Group or the Genworth Group from
attempting to hire or hiring any Restricted Employee after the termination of
such employee’s employment by a member of the GE Group or the Genworth Group or
(ii) prohibit members of the GE Group or Genworth Group from placing
public advertisements or conducting any other form of general solicitation that
is not specifically targeted towards the Restricted Employees, including, but
not limited to, the use of an independent employment agency or search firm
whose efforts are not specifically directed at Restricted Employees.


 


ARTICLE X


 


MISCELLANEOUS


 


Section 10.01.      Headings.  The headings contained herein are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.


 


Section 10.02.      Counterparts.  This Agreement may be executed in one or
more counterparts, and by the different parties to each such agreement in
separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same
agreement.  Delivery of an executed
counterpart of a signature page to this Agreement by facsimile shall be as effective
as delivery of a manually executed counterpart of any such Agreement.


 


Section 10.03.      Assignment; No Third-Party
Beneficiaries.  This Agreement shall
not be assigned by any party hereto without the prior written consent of the
other parties hereto.  This Agreement is
for the sole benefit of the parties to this Agreement and their permitted
successors and assigns and nothing in this Agreement, express or implied, is
intended to or shall confer upon any other Person or entity any legal or
equitable right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement.


 


15

















 


Section 10.04.      Amendment.  No provision of this Agreement may be
amended or modified except by a written instrument signed by all the parties to
such agreement.  No waiver by any party
of any provision hereof shall be effective unless explicitly set forth in
writing and executed by the party so waiving. 
The waiver by either party hereto of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any other subsequent
breach.


 


Section 10.05.      Severability.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced under any Law or
as a matter of public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect.  Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties
to this Agreement shall negotiate in good faith to modify this Agreement so as
to effect the original intent of the parties as closely as possible in a
mutually acceptable manner in order that the transactions contemplated by this
Agreement be consummated as originally contemplated to the greatest extent possible.


 


Section 10.06.      Entire Agreement.


 


(a)           Except as otherwise expressly provided in this Agreement,
this Agreement constitutes the entire agreement of the parties hereto with
respect to the subject matter of this Agreement and supersedes all prior
agreements and undertakings, both written and oral, between or on behalf of the
parties hereto with respect to the subject matter of this Agreement.


 


(b)           In addition to the responsibilities and obligations set
forth herein, (i) the parties to the Transition Services Agreement shall have
certain other employment-related responsibilities and obligations as set forth
therein, (ii) the parties to the European Transition Services Agreement shall
have certain other employment-related responsibilities and obligations as set
forth in Clauses 4.8 and 13.4 thereof, and (iii) the parties to the
Mortgage Services Agreement shall have certain other employment-related
responsibilities and obligations as set forth therein, including Section 4.02
thereof.


 


Section 10.07.      Coordination with Master Agreement.  The following articles and sections from the
Master Agreement are hereby incorporated by reference as if fully set forth
herein:  Section 6.2 (Confidentiality);
Section 6.5 (Allocation of Costs and Expenses); Article IX (Dispute
Resolution); 10.2 (Governing Law); Section 10.4 (Force Majeure); and Section
10.6 (Notices).


 


16

















 


IN WITNESS
WHEREOF, each of the parties hereto has caused this Agreement to be signed as
of the date first above written.


 


	
   

  	
  GENERAL
  ELECTRIC COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis D.
  Dammerman

  	
   

  
	
   

  	
  Name: Dennis
  D. Dammerman

  
	
   

  	
  Title: Vice
  Chairman and Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL
  ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James A.
  Parke

  	
   

  
	
   

  	
  Name: James
  A. Parke

  
	
   

  	
  Title: Vice
  Chairman and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GEI, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard
  D'Avino

  	
   

  
	
   

  	
  Name:
  Richard D'Avino

  
	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GE FINANCIAL
  ASSURANCE HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kathryn
  A. Cassidy

  	
   

  
	
   

  	
  Name:
  Kathryn A. Cassidy

  
	
   

  	
  Title:
  Senior Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENWORTH
  FINANCIAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Leon E.
  Roday

  	
   

  
	
   

  	
  Name: Leon
  E. Roday

  
	
   

  	
  Title:
  Senior Vice President, General Counsel and Secretary

  



 


17

















 


Schedule I


 


SPECIAL EQUITY COMPENSATION ARRANGEMENTS


 


1.                                       Michael
Fraizer’s vested GE stock options will be cancelled and converted on the same
basis as unvested GE stock options are cancelled and converted under this
Agreement.


 


18