Exhibit
10.55


 


 


This LIABILITY AND PORTFOLIO MANAGEMENT AGREEMENT,
dated as of January 1, 2004 (this “Agreement”), between TRINITY PLUS
FUNDING COMPANY, LLC, a New York limited liability company (the “Company”)
and GENWORTH FINANCIAL ASSET MANAGEMENT, LLC, a Virginia limited liability
company (the “Manager” and together with the Company, the “Parties”).


 


W  I
T  N  E  S  S  E  T  H:


 


WHEREAS, FGIC MRCA Corp. (“MRCA Corp.”) and the
Company entered into that certain Investment Administration Agreement, dated as
of June 23, 1997 (as subsequently amended, the “Investment Administration
Agreement”); and


 


WHEREAS, the Manager is an investment adviser
registered with the United States Securities and Exchange Commission that will
be engaged by the Company to provide the services described herein; and


 


WHEREAS, MRCA Corp. has provided the Company a written
notice of resignation pursuant to Section 3.05 of the Investment Administration
Agreement and the Company, by executing this Agreement, accepts such
resignation and waives the requirement for sixty (60) days’ notice thereof; and


 


WHEREAS,  the Investment Administration Agreement
will be terminated and replaced by this Agreement; and


 


WHEREAS, the Manager and the Company wish to establish
and define certain obligations set forth in Exhibit C and Exhibit D
(the “Listed Obligations”) that the Manager is required to undertake in
connection with the services it will provide to the Company under this
Agreement;


 


NOW, THEREFORE, in consideration of the mutual
promises made herein and upon the terms and subject to the conditions set forth
herein, the Parties hereby agree as follows:


 


ARTICLE I


 


Definitions


 


SECTION 1.01.      Terms Defined in the Security Agreement.  Capitalized terms used in this Agreement
that are not defined herein shall have the respective meanings specified in the
Collateral Trust and Security Agreement, dated as of June 23, 1997, among the
Company, General Electric Capital Corporation (“GE Capital”), as LOC
Agent, and Bankers Trust Company (predecessor-in-interest to Deutsche Bank
Trust Company Americas), as Security Trustee (as amended, the “Security
Agreement”).


 


SECTION 1.02.      Terms Defined in this Agreement.  As used in this Agreement, the following
capitalized terms have the following meanings:


 


“Accounts” shall have the meaning specified in Section
2.01.


 

















 


“Agreement” means this Liability and Portfolio
Management Agreement, including all provisions of the Security Agreement
incorporated by reference herein, which shall have the same effect as if those
provisions were set forth in full herein.


 


“Company” shall have the meaning specified in
the preamble of this Agreement.


 


“Cure Period” means (i) with respect to the
Listed Obligations set forth in Exhibit C, the respective cure periods
set forth therein, and (ii) with respect to Listed Obligations in Exhibit D
or other obligations set forth in this Agreement that do not appear in Exhibit
C, one hundred twenty (120) days during the initial term of this Agreement
and sixty (60) days thereafter; in each case such Cure Period to commence upon
receipt of notice by the Manager from any party to a Contract entitled to give
notice of default, GE Capital or the Company.


 


“Designee” shall have the meaning specified in Section
4.05(b).


 


“Dispute Resolution” shall have the meaning
specified in Section 4.05(b).


 


“Failure Notice Recipients” shall have the
meaning specified in Section 4.05(b) or such other recipients as are
designated from time to time.


 


“Final Cure Period” shall have the meaning
specified in Section 4.05(b).


 


“GE Capital” shall have the meaning specified
in Section 1.01.


 


“Impossibility” shall have the meaning
specified in Section 4.05(b).


 


“Indemnified Party” shall have the meaning
specified in Section 2.12.


 


“Investment Administration Agreement” shall
have the meaning specified in the first recital of this Agreement.


 


“Listed Obligations” shall have the meaning
specified in the fifth recital of this Agreement.


 


“Management Fee” shall have the meaning
specified in Section 2.06.


 


“Manager” shall have the meaning specified in
the preamble to this Agreement.


 


“Maximum Permitted Program Size” shall have the
meaning specified in Section 2.06.


 


“MCRA Corp.” shall have the meaning specified
in the first recital of this Agreement.


 


“Notice of Failure” shall have the meaning specified
in Section 4.05(b).


 


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“Operating Costs” shall have the meaning
specified in Section 2.07(b).


 


“Operations, Procedures and Controls Manual”
means the Operations, Procedures and Controls Manual of the Company dated as of
July 2, 2003, as the same may be amended from time to time.  The Rating Agencies shall receive notice and
a copy of any amendments or modifications to the Operations, Procedures and
Controls Manual on a biennial basis.


 


“Parties” shall have the meaning specified in
the preamble to this Agreement.


 


“Permitted Investments Amendment” means an
amendment to the Security Agreement which allows the Company to purchase debt
issued by GE Capital without limit, subject to (i) the provision by GE Capital
of a full and irrevocable guarantee of the Company’s payment obligations under
the Contracts and Hedge Contracts, (ii) GE Capital’s being rated at least
“AAA”/”Aaa” by the Rating Agencies, and (iii) the retirement in full of the
outstanding Preferred Securities issued by the Company.


 


“Policy 5.0” means the policy which sets forth
certain risk management guidelines that the Company is required to observe, as
the same may be amended from time to time by the Company with the approval of
GE Capital.  The Rating Agencies shall
receive notice and copy of any amendments or modifications to Policy 5.0 on a
quarterly basis.


 


“Policy 6.0” means the policy which sets forth
certain risk management parameters that the Company is required to observe, as
the same may be amended from time to time by the Company with the approval of
GE Capital.  The Rating Agencies shall
receive notice and copy of any amendments or modifications to Policy 6.0 on a
quarterly basis.


 


“Portfolio” shall have the meaning specified in
Section 2.01.


 


“Remediation Plan” shall have the meaning
specified in Section 4.05(b).


 


“Security Agreement” shall have the meaning
specified in Section 1.01.


 


“Senior Management” shall have the meaning
specified in Section 4.05(b).


 


“Submission” shall have the meaning specified
in Section 4.05(b).


 


SECTION 1.03.      Other Definitional Provisions.  Section 1.02 of the Security Agreement is
incorporated herein by reference.


 


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ARTICLE II


 


Engagement; Powers and Duties


 


SECTION 2.01.      Engagement of Manager.


 


(a)           The Company hereby retains the
Manager:


 


(i)            to advise the Company as to the
investment of its Assets, including recommending specific Permitted
Investments, Permitted Collateral Investments and Hedge Contracts to the
Company;


 


(ii)           to administer the Company’s Assets
maintained in the Facility Account, the Collateral Accounts, and the LOC
Reimbursement Account and such other accounts as the Company may maintain from
time to time (the “Accounts”), which are identified (to the extent
established by the effective date hereof) by account number in Exhibit A,
as the same may be amended from time to time, with such deposits thereto and
withdrawals therefrom as are from time to time permitted under the Security
Agreement;


 


(iii)          for as long as the revocable power of
attorney granted pursuant to Section 2.02 is in effect, to arrange the
purchase and sale through registered broker-dealers of bonds, pass-through
certificates, stocks, and other securities relating to the Accounts;


 


(iv)          for as long as the revocable power of
attorney granted pursuant to Section 2.02 is in effect, to arrange
the purchase and sale and otherwise to effect transactions in Hedge Contracts
relating to the Accounts;


 


(v)           to advise the Company in the issuance
of and to assist the Company in the preparation of (and, for so long as the
revocable power of attorney granted pursuant to Section 2.02 is in
effect, to execute and to deliver on behalf of the Company) Investment Orders
and Disposition Orders, as may be required from time to time pursuant to the
terms of Sections 2.04 and 2.05 of the Security Agreement;


 


(vi)          to prepare reports and to perform
valuation tests as specified in Section 2.06 of the Security Agreement;


 


(vii)         to take such action as is necessary and
proper on behalf of the Company for the preservation of Company Collateral
pursuant to Section 2.07 of the Security Agreement;


 


(viii)        to assist the Company in the preparation
and filing of financing statements or amendments of financing statements, as
may be required in connection with any change in the Company’s name or location
as contemplated by Section 2.08 of the Security Agreement;


 


(ix)           to advise the Company in the granting
or effecting of and to assist the Company in the preparation of (and, for so
long as the revocable power of attorney


 


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granted pursuant to Section
2.02 is in effect, to execute and to deliver on behalf of the Company) any
consents, waivers, extensions, or modifications in respect of any item of
Company Collateral or Contract Collateral as contemplated by Section 2.10 of
the Security Agreement;


 


(x)            to advise the Company in the
delivery of and to assist the Company in the preparation of (and, for so long
as the revocable power of attorney granted pursuant to Section 2.02 is
in effect, to execute and to deliver on behalf of the Company) any instrument
of transfer or release in respect of any item of Company Collateral or Contract
Collateral as contemplated by Section 2.11 of the Security Agreement;


 


(xi)           to notify the Security Trustee and
other specified parties as may be required from time to time, pursuant to the
terms of the Security Agreement, of a Credit Event or a Program Event of
Default;


 


(xii)          to advise the Company as to the
allocation of Company Collateral to particular Contracts pursuant to Article V
of the Security Agreement and the terms of the relevant Contract;


 


(xiii)         to notify the Security Trustee as may
be required from time to time, pursuant to the terms of the Security Agreement,
of an LOC Draw Event;


 


(xiv)        to designate persons who are registered
representatives of a registered broker-dealer which is a member of the National
Association of Securities Dealers to execute and deliver Contracts on behalf of
the Company in their capacity as such pursuant to a power of attorney granted
by the Company from time to time to registered representatives designated and
notified to the Company by the Manager from time to time;


 


(xv)         to engage a registered broker-dealer
which is a member of the National Association of Securities Dealers to assist
the Company in connection with the offering, issuance and sale of Contracts
and, in connection therewith, to make such other arrangements with such
broker-dealer as may be necessary or advisable to ensure that such
broker-dealer supervises its registered representatives who will effect such
transactions and takes responsibility for such offering, issuance and sale; and


 


(xvi)        to take any other action deemed
necessary or advisable to write 
Contracts on behalf of the Company, subject to the limitations set forth
in the Security Agreement.


 


The Manager shall administer all of the Company’s
Assets in the Accounts (all of such Assets together, the “Portfolio”) in
accordance with the terms and conditions and shall otherwise observe in all
material respects the requirements of the Security Agreement and other Program
Documents, the Operations, Procedures and Controls Manual, Policy 5.0 and


 


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Policy 6.0, this Agreement and all other documents,
policies, laws and regulations applicable to the Company from time to
time.  The Company shall provide copies
of the Security Agreement, the Operations, Procedures and Controls Manual,
Policy 5.0 and Policy 6.0 to the Manager no later than the time that this
Agreement is entered into and shall provide copies of all amendments,
supplements and revisions to such documents as soon as they are available to
the Company.


 


(b)           Performance.  The Parties hereby agree that the Manager
shall perform the specific Listed Obligations set forth in Exhibit C and
Exhibit D during the term of this Agreement and, subject to Section
2.10, such other functions as are set forth in this Agreement or as are
generally required to operate the business of the Company in accordance with
applicable laws, regulations, documents and Company policy.  The Manager acknowledges that it will take
all reasonable steps to continue to conduct the business of the Company in a
manner substantially similar to that in which it had been conducted prior to
the Parties’ entry into this Agreement and in a manner reasonably satisfactory
to the Company.  The Manager shall
perform its duties pursuant to this Agreement (i) exercising the same diligence
and care applied to manage its own property; (ii) consistent with the practices
used by it (and its Affiliates) to manage portfolios of similar assets for
other customers and (iii) consistent with the diligence and care applied by
other professional managers of similar stature.  Notwithstanding the foregoing, if the Company does not consent,
affirmatively or otherwise, to any proposed action by the Manager pursuant to
this Section 2.01(b), the Manager’s failure to take such proposed action
shall not be deemed a breach of its standard of care hereunder.


 


SECTION 2.02.      Power of Attorney.  The Company hereby provides the Manager with
a revocable power of attorney with full power and authority:


 


(i)            to evaluate and appraise the
Portfolio;


 


(ii)           to arrange the purchase and sale
through registered broker-dealers of bonds, pass-through certificates, stocks,
and other securities in connection with making Investments for the Portfolio;


 


(iii)          to arrange the purchase and sale and
otherwise to effect transactions in Hedge Contracts in connection with making
Investments for the Portfolio through registered broker-dealers;


 


(iv)          to execute and to deliver on behalf of
the Company any Investment Orders and Disposition Orders, as may be required
from time to time pursuant to the terms of Section 2.04 and 2.05 of the
Security Agreement;


 


(v)           to execute and to deliver on behalf
of the Company any consents, waivers, extensions, or modifications in respect
of any item of Company Collateral or Contract Collateral as contemplated by
Section 2.10 of the Security Agreement;


 


(vi)          to execute and to deliver on behalf of
the Company any instrument of transfer or release in respect of any item of
Company Collateral or Contract Collateral;


 


(vii)         to engage a broker-dealer acceptable to
the Company to assist the Company in the origination, issuance and sale of
Contracts in accordance with all applicable securities laws and regulations;
and


 


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(viii)        subject to the limitations set forth in
the Operations, Procedures and Controls Manual, Policy 5.0 and Policy 6.0, to
take any other action, including executing agreements and any other documents
on behalf of the Company that the Manager deems necessary or advisable to
purchase, sell, or otherwise effect investment transactions relating to the
Portfolio.


 


All Investments made, and transactions entered into,
by the Manager on behalf of the Company shall be entered into in the name of
the Company.  All actions contemplated
above shall be performed in accordance with applicable laws, regulations,
documents and applicable Company policy. 
The Manager shall not be under an obligation to keep the Portfolio fully
invested if, in its sole discretion, it shall determine that market and/or
economic conditions make it imprudent or disadvantageous to do so at any time
or funds should be made available for distributions and other payments pursuant
to the Security Agreement.  The Company
represents that it has the authority to make the appointment set forth in this
paragraph.  In the event the Manager
fails to perform a Listed Obligation and this Agreement is terminated pursuant
to Section 4.05(a) or (b), or if this Agreement is terminated
pursuant to Sections 4.05(c) or (d), this power of attorney may
be revoked by the Company by written notice to the Manager.


 


SECTION 2.03.      Valuation.  The Manager shall value the Portfolio from
time to time as required by Section 2.06 of the Security Agreement in order to
prepare the reports required thereunder, using the portfolio valuation methods
set forth in the Market Valuation Addendum attached as Schedule 1.01 to the
Security Agreement, in order to determine whether a Coverage Shortfall, a
Program Shortfall or a Net Worth Deficit has occurred and is continuing and
whether the Market Sensitivity Limit has been exceeded.  The Manager shall also value Permitted
Collateral Investments on deposit in Collateral Accounts as required under the
terms of each Collateralized Contract.


 


SECTION 2.04.      Reports.  As more particularly specified in the applicable Program
Documents and in Exhibit C and Exhibit D, the Manager shall:


 


(a)           prepare the Company’s annual
financial statements and, unless otherwise specified by the Company, arrange to
have such statements audited by a firm of independent accountants acceptable to
the Company and GE Capital;


 


(b)           timely prepare and provide to the
Security Trustee, the Company and the Rating Agencies such reports as are
required to be provided to each of such Persons pursuant to Section 2.06 of the
Security Agreement and in accordance with Exhibit 2.06 of the Security
Agreement;


 


(c)           give prompt written notice to the
Company, the Security Trustee, the Broker-Dealers and the Rating Agencies of
(i) the existence of a Coverage Shortfall, Program Shortfall, or Net Worth
Deficit or (ii) the exceeding of a Market Sensitivity Limit; and


 


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(d)           notify the Company and GE Capital
immediately upon learning of any Credit Event, Program Event of Default or
other material default or breach of the Listed Obligations set forth in Exhibit
C.


 


SECTION 2.05.      Confidential Relationships.  All information and recommendations
furnished by the Manager to the Company shall be treated by the Company as
confidential.  The Manager shall, in
turn, treat as confidential all information concerning the affairs of the
Company.  Nothing in this Section
2.05 shall be deemed to preclude any such information or recommendations
from being disclosed by either Party to such Party’s Affiliates or to the
directors, officers, employees, representatives, agents, or advisers of such
Affiliates , or pursuant to applicable law, regulation or court order; provided,
that any such recipients are advised of the confidential nature of such
information or recommendations.


 


SECTION 2.06.      Fees.  The Company hereby agrees to pay to the Manager a fee (the “Management
Fee”) at an annual rate of sixteen and one-half (16.5) basis points
(0.165%) of the Maximum Permitted Program Size of the Company as of the date
hereof, payable quarterly in arrears; provided, however, that the
Management Fee shall be pro rated to the date of termination in the event the
Agreement is terminated pursuant to Article IV.  For the purposes hereof, “Maximum
Permitted Program Size” means nine billion dollars ($9,000,000,000) or such
larger amount as shall be approved in writing by GE Capital.  In no event shall the Management Fee that is
payable to the Manager be an amount less than fourteen million, eight hundred
fifty thousand dollars ($14,850,000) per annum, pro rated to reflect the period
of time during which this Agreement was in effect during each year.


 


SECTION 2.07.      Expenses Reimbursed.


 


(a)           The Company shall reimburse the
Manager for all out-of-pocket expenses incurred and approved pursuant to Section
2.09(e) in connection with the performance of its duties hereunder, except
for any expenses arising out of the Manager’s willful misfeasance, bad faith,
gross negligence in the performance of or reckless disregard of its obligations
and duties hereunder.


 


(b)           The Company shall reimburse the
Manager for all appropriate Operating Costs of the Company.  Such reimbursement shall be made, upon
receipt by the Company from the Manager of a schedule detailing Operating Costs
(substantially in the form of Exhibit B hereof),  within thirty (30) days following
the end of each quarter.  For the
purposes hereof, “Operating Costs” means all costs incurred by the
Manager in connection with the performance of its obligations under this
Agreement that have been submitted and approved in writing as part of the
annual budget approval process described in Section 2.09(e).  For the avoidance of doubt, it is hereby
agreed that certain expenses will not be paid by the Manager and do not
constitute reimbursable Operating Costs. 
Such expenses, which are directly attributable to the Company, include
fees payable to: (i) each rating agency that assigns a rating to the
Company, (ii) external auditors of the Company, (iii) external legal counsel
engaged by the Company for services rendered thereto and not in connection with
duties of the Manager which are


 


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unrelated to the
management services it renders to the Company, (iv) certain third-party
providers of accounting services to the Company, (v) providers of credit
research services required by the Company and (vi) any provider of goods or
services for costs incurred in connection with requirements imposed by
regulatory authorities, the applicable rating agencies, or any applicable law,
rule, regulation, administrative interpretation, ordinance, code issued by a
Governmental Authority or regulatory body, or any order, writ, injunction,
directive, judgment or decree of a court of competent jurisdiction; each such
expense shall be paid by the Company.


 


SECTION 2.08.      Execution of Securities Transactions.


 


(a)           In connection with the offering and
sale of Contracts, the Manager shall engage a registered broker-dealer approved
by the Company that provides services with respect to the origination, issuance
and sale of Contracts that the Manager believes to be of value.  The Company shall pay all costs associated
with the retention of such broker-dealer.


 


(b)           Except as otherwise specifically
directed by the Company, the Manager shall have complete discretion to select
any registered broker-dealer in all securities transactions affecting the
Portfolio not described in Section 2.08(a).  The Manager is expressly authorized to select such
brokers-dealers who provide brokerage and research services that the Manager
believes to be of value.  The Manager is
expressly authorized to pay from the Assets in the Portfolio commissions on
such transactions in amounts that the Manager determines in good faith to be
reasonable in relation to the value of such brokerage and research services,
viewed in terms either of the particular transaction or the overall
responsibilities of the Manager with respect to the Portfolio.


 


SECTION 2.09.      Administrative Responsibilities.  The Manager shall have the following administrative
responsibilities:


 


(a)           The Manager shall submit the budget
for reimbursable Operating Costs to the Company and GE Capital by no later than
January 31 of each year and such budget shall be approved by the Manager of
Finance of Corporate Treasury and Global Funding Operations (or such other
representative as shall be designated from time to time in a notice to the
Manager executed by the Company and GE Capital) by February 15 of such
year.  Operating Costs incurred in
excess of the aggregate amounts approved in the annual budget must be
separately approved by the Company and GE Capital in order to be considered for
reimbursement.


 


(b)           Custody of the Assets comprising the
Portfolio will be maintained by the Security Trustee or the applicable Collateral
Agent as specified in Article II of the Security Agreement.  The Manager shall not have custody of any of
the Assets in the Portfolio.


 


(c)           The Manager shall keep such books and
records relating to all transactions that it effects pursuant to this Agreement,
including without limitation all books and records necessary (in addition to
books and records available from the Security


 


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Trustee pursuant to Section
2.09(c) or otherwise) for preparing the reports required by Section 2.04.


 


(d)           The Manager on behalf of the Company
shall instruct the Security Trustee and each Collateral Agent:  (i) to send copies of all statements
relating to the Accounts to the Manager; (ii) to permit the Manager, on behalf
of the Company, to inspect the Company Collateral or Contract Collateral, as
the case may be, in the possession or otherwise under the control of the
Security Trustee and the books and records maintained by the Security Trustee
or such Collateral Agent, as the case may be, relating thereto (and to allow
the Manager to make extracts and copies thereof) as the Manager may reasonably
request pursuant to Section 2.03(b) of the Security Agreement; and (iii) to
report to the Manager, concurrently with reporting to the Company pursuant to
Section 2.03(a) of the Security Agreement, any failure on the part of the
Security Trustee or such Collateral Agent, as the case may be, to hold the
Company Collateral as provided in Section 2.03(a) of the Security Agreement.


 


(e)           For the avoidance of doubt, the
Manager shall provide no services to the Company in respect of tax planning or
tax compliance of any kind.


 


(f)            The Manager shall submit
presentations relating to the offering of Contracts to the Company and GE
Capital for approval prior to external use.


 


(g)           The Manager shall maintain its status
as an “investment adviser” under the Investment Advisers Act of 1940, as
amended, and shall follow all applicable laws and regulations relating to its
status as such and to its performance hereunder, including all applicable laws
and regulations relating to bidding for Contracts.


 


SECTION 2.10.      Other Duties as Reasonably Requested.  The Manager shall also perform such other
duties or shall modify existing duties as the Company may reasonably request or
that the Manager shall recommend to the Company from time to time relating to
the management of a business involved in the issuance of guaranteed investment
contracts and similar debt obligations issued by providers rated “AAA”/”Aaa” and
the management of the proceeds of the issuance of such contracts and
obligations.  If any additional or
modified duties are required of Manager under this Agreement, Manager shall
have the reasonable time and opportunity to procure such additional resources
as may, in Manager’s good faith judgment, be required to perform such
duties.  Manager also agrees that it
will cease to perform the requirements of certain obligations specified
hereunder if the Company so directs in writing.  Any such changes or additions shall be deemed for all purposes to
be amendments or supplements to this Agreement.  The Company shall pay such costs as have been mutually agreed to
by the Parties and as may from time to time be required to enable the Manager
to perform any additional or changed Listed Obligations contemplated herein and
other obligations not listed in this Agreement for which additional resources
are required or additional costs are reasonably incurred by the Manager.


 


SECTION 2.11.      Limitation of Liability.  Neither the Manager nor any of its
Affiliates nor any of their respective directors, officers, or employees shall
be liable to


 


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the Company for any error
of judgment or mistake of law or for any loss arising out of any Investment,
Hedge Contract, or any other commitment of funds on behalf of the Company or
for any act or omission in the administration of the Portfolio except for
willful misfeasance, bad faith, gross negligence in the performance of or
reckless disregard of its obligations and duties hereunder, other than as may
be provided under applicable law.


 


SECTION 2.12.      Indemnification.  (a) The Company shall (i) indemnify and
hold harmless the Manager and any Affiliate of the Manager and each of their
respective directors, officers, employees and agents (each, an “Indemnified
Party”) from and against all losses, claims, damages, expenses or
liabilities to which such Indemnified Party may become subject (except in
respect of the broker-dealer engaged by the Manager in respect of the placement
of Contracts, which shall be the sole liability of the Manager), insofar as
such losses, claims, damages, expenses or liabilities (or actions, suits or
proceedings including any inquiry or investigation or claims in respect
thereof) arise out of, in any way relate to, or result from the transactions
contemplated by, this Agreement, and (ii) reimburse each of the Indemnified
Parties upon its demand for any reasonable legal or other expenses incurred in
connection with investigating, preparing to defend or defending any such loss,
claim, damage, liability, action or claim, in each case only to the extent that
funds are available therefor in accordance with the Security Agreement; provided,
however, that none of the Indemnified Parties shall have the right to be
so indemnified hereunder for losses, claims, damages, expenses or liabilities
to the extent resulting from its own negligence or willful misconduct or for
losses, claims, damages, expenses or liabilities that it is required to pay to
any broker-dealer that it has engaged in connection with the Contracts or other
liabilities.  If any action is brought
against an Indemnified Party indemnified or intended to be indemnified pursuant
to this Section 2.12, the Company shall, if requested by such
Indemnified Party, resist and defend such action, suit or proceeding or cause
the same to be resisted and defended by counsel reasonably satisfactory to such
Indemnified Party, but shall not be empowered to compromise or settle such action,
suit or proceeding unless such Indemnified Party has been fully indemnified for
any loss, claim, damage, expense or liability it thereby suffers.  Each Indemnified Party shall, unless the
Indemnified Party has made the request described in the preceding sentence and
such request has been complied with, have the right to employ its own counsel
to investigate and control the defense of any matter covered by such indemnity
and the reasonable fees and expenses of such counsel shall be at the expense of
the Company.  Any obligations of the
Company pursuant to this Section 2.12 are Deferred Expenses and the
Manager shall have recourse solely to the LOC Reimbursement Account for such
obligations of the Company (and not to any other assets of the Company) and shall
be paid in the priority specified in the applicable sections of Article VII of
the Security Agreement.  The Manager
hereby expressly consents to such limited recourse to the LOC Reimbursement
Account and to such priorities of distributions set forth in Article VII of the
Security Agreement.


 


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ARTICLE III


 


Representations and
Warranties


 


SECTION 3.01.      Valid Existence; Authorization;
Enforceability.  Each of the Parties
represents and warrant to the other as follows:


 


(a)           such Party is a limited liability
company duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization and has all requisite power, legal right
and authority to execute and deliver this Agreement and all other documents to
be executed and delivered by such Party in connection herewith and to perform
its obligations hereunder and thereunder; and


 


(b)           this Agreement and all the documents
to be executed and delivered by such Party in connection herewith and therewith
has been duly authorized by all necessary actions on the part of such Party.


 


ARTICLE IV


 


Miscellaneous Provisions


 


SECTION 4.01.      No Assignment Without Consent.  This Agreement, and the obligations and
rights arising under this Agreement, may not be assigned or otherwise
transferred by either Party (including any assignment or transfer in connection
with any Person succeeding to any part of the business of either Party) without
the prior written consent of the other Party and without obtaining Rating
Agency Confirmation.


 


SECTION 4.02.      Counterparts.  This Agreement may be executed in one or
more counterparts and, as so executed, shall constitute one agreement binding
upon the Parties.


 


SECTION 4.03.      No Third Party Beneficiaries.  Nothing expressed or implied in this
Agreement is intended or shall be construed to confer upon any person (other
than the Parties and their permitted assigns), any right, remedy or claim by
reason of this Agreement or any term hereof, and all terms contained herein
shall be for the sole and exclusive benefit of the Parties and their successors
and permitted assigns.


 


SECTION 4.04.      Interpretation.  The headings of the Articles and Sections
hereof are for convenience of reference only and shall not affect the meaning
or construction of any provision hereof.


 


SECTION 4.05.      Term; Termination.


 


(a)           The Manager’s appointment hereunder
shall continue in effect for an initial term commencing on the date hereof and
ending on December 31, 2006, with extensions for additional one (1) year
periods commencing automatically upon each anniversary thereof, unless either
Party notifies the other Party in writing at least ninety (90) days before such
anniversary that such extension shall not be effective.


 


12

















 


(b)           If the Manager fails to perform any
of its obligations set forth in this Agreement, Exhibit C or Exhibit
D, the Manager (or if the failure is first discovered by the Company, then
the Company) shall give prompt written notice (such notice, a “Notice of
Failure”) to the persons identified in Exhibit E (the “Failure
Notice Recipients”) specifying the nature of the failure; provided that in
the event the Manager fails to perform any of its obligations set forth in Exhibit
C, the Company shall give prompt written notice of such failure to the
Rating Agencies in addition to the Failure Notice Recipients.  In the event such Notice of Failure is
given, then either the Manager or the Company may elect to submit the matter for review (a
“Submission”) and resolution (“Dispute Resolution”),
which may include the establishment of a plan of remediation (a “Remediation
Plan”), to (i) with respect to the Manager, the Business Leader of the
Retirement Income and Investment Segment of Genworth Financial Inc. (or such
person or persons as such Business Leader may designate) and (ii) with respect
to the Company, the Senior Vice President – Corporate Treasury and Global
Funding Operation of GE Capital (or such person or persons as such Senior Vice
President may designate) ((i) and (ii) together, “Senior Management”).  The Manager and the Company agree (x) to
cooperate in good faith and in a reasonable manner to reach an agreement with
respect to any Remediation Plan; (y) to be bound by the results of any such
Dispute Resolution agreed to by Senior Management including any Remediation
Plan (the timing and content of which shall be at the sole discretion of Senior
Management) and (z) that the Manager will implement any such Remediation Plan
within the period mandated by Senior Management (the “Final Cure Period”).  The result of any such Dispute Resolution
shall be in writing signed by Senior Management, shall be deemed part of this
Agreement and, with respect to the failure involved, shall supersede any
conflicting or different terms of this Agreement.  The Chief Operating Officer of Manager’s Capital Markets Group
responsible for management of the Company or a person designated by such
officer (a “Designee”) shall provide to the Rating Agencies notice and a copy
of any Remediation Plan resulting from a Dispute Resolution that is deemed by
such officer or Designee to have a potential adverse effect on the ratings of
the Company.  The Manager shall identify
such officer or Designee in the appropriate periodic risk reports submitted to
the Rating Agencies.


 


If Senior Management fails to reach an agreement with
respect to a Dispute Resolution and the Cure Period has not expired, the matter
in dispute shall be resolved solely and exclusively in accordance with the
arbitration procedures set forth in Exhibit F.


 


If (i) Senior Management or an arbitral tribunal
described in Exhibit F fails to reach agreement with respect to a
Dispute Resolution and the Cure Period has expired or (ii) the Manager fails to
correct the failure by the end of the applicable Final Cure Period, then this
Agreement may, subject to Section 4.05(e), be terminated by the Company
upon two (2) Business Days’ prior written notice to the Manager and each
Failure Notice Recipient specifying the basis for and the effective date of the
termination.


 


Notwithstanding the foregoing, the payment obligations
of the Company during the initial term of this Agreement shall not be
terminated if any such failure and the continuation thereof are caused by Impossibility.  For the purposes hereof


 


13

















 


“Impossibility” means loss or malfunction of
electric power, transportation or communication services; general inability to
obtain or retain labor, material, equipment or transportation, or a delay in
mails or services; the Company’s, GE Capital’s or their Affiliates’ (i) failure
to take an action on which the Manager’s performance of an obligation or any
Listed Obligation depends or (ii) taking an action which renders the Manager’s
performance of an obligation or any Listed Obligation impossible; governmental
or exchange action, statute, ordinance, ruling, regulation, administrative
interpretation or directive; acts of terror, vandalism, explosions, tornados,
acts of God or public enemy, acts of any civil or military authority,
revolutions, insurrections, strike, emergency, riots or civil commotions,
freezes, fires, floods, embargoes, wars, sabotage, explosions or other
unforeseen or unexpected occurrences, which unforeseen or unexpected
occurrences render the performance of any obligations by the Manager
impossible.  In the event of any such
occurrence, the Manager shall use all reasonable efforts to remediate the
disruption and resume its performance of the obligations.


 


(c)           The Company shall have the right, by
giving the Manager thirty (30) Business Days’ prior written notice, to
terminate this Agreement at an earlier time than that specified in Section 4.05(a)
in the event of continuing non-performance by the Manager due to Impossibility
of any obligation hereunder beyond the applicable Cure Period or Final Cure
Period, or if the Company liquidates all or substantially all of the Assets of
the Company held in the Facility Account (except Contract Collateral) and substitutes
therefor the debt of GE Capital pursuant to the terms of the Permitted
Investments Amendment.  Upon termination
of this Agreement pursuant to this Section 4.05(c), the Manager shall be
paid a termination fee by the Company equal to the product of (i) sixteen and
one-half (16.5) basis points (0.165%), multiplied by (ii) the Maximum Permitted
Program Size, multiplied by (iii) the percentage derived by dividing the number
of days remaining in the initial term by 365. 
In addition, the termination fee shall include any actual cost incurred
and agreed upon and reasonably associated with terminating the operations set
forth in this Agreement, including but not limited to employment severance
costs as determined by the standard practices of the Manager.


 


(d)           The Manager may resign upon not less
than ninety (90) days’ prior written notice to the Company.


 


(e)           Notwithstanding any provision to the
contrary, including the expiration of any term of this Agreement, so long as
the Portfolio is still outstanding, this Agreement shall remain in full force
and effect and no termination or resignation of the Manager shall be effective
until the Company has entered into an agreement with a successor manager.  Upon receiving a notice of resignation from
the Manager, the Company shall use its best efforts to enter into such an
agreement unless it elects to terminate this Agreement as provided in Section
4.05(c) above.  Except as set forth in Exhibit
F, nothing in this Agreement shall be deemed a waiver of any Party’s rights
to pursue remedies at law or in equity, which shall be available in accordance
with applicable law in addition to any remedies provided for in this Agreement.


 


SECTION 4.06.      Independent Contractor.    The Manager is being engaged pursuant to
this Agreement as an independent contractor and the Parties


 


14

















 


expressly disclaim any
intention to enter into a joint venture, partnership, or any other form of
association pursuant to this Agreement.


 


SECTION 4.07.      GOVERNING LAW.  THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE RULES OF CONFLICTS OF
LAWS OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION.


 


SECTION 4.08.      Notices.  All notices, instructions, and advice with respect to any
transactions or other matters contemplated by this Agreement shall be deemed
duly given only when actually received at such Party’s principal place of
business as set forth below.  Return
receipt or courier record of delivery shall be deemed conclusive evidence of
receipt.  Notices may be made by fax or
other electronic means shall be deemed given upon electronic evidence of
receipt at applicable recipient’s fax or computer station.  A copy of all notices given shall be
provided to GE Capital.


 


If to the Manager:


 


Genworth Financial Asset
Management, LLC

6620 West Broad Street

Richmond, Virginia  23230

Attention:  Pamela Schutz

Phone:  (804) 291-6533

Fax:  (804) 281-6165

E-mail:  pamela.schutz@ge.com


 


with a copy to:


 


335 Madison Avenue

Mezz4

New York, New York  10017

Attention:  Shailesh Shah

Phone:  (212) 389-2575

Fax:  (212) 389-2591

E-mail:  shailesh.shah@ge.com


 


If to the Company:


 


Trinity Plus Funding
Company, LLC

335 Madison Avenue

Mezz4

New York, New York  10017

Attention:  Shailesh Shah

Phone:  (212) 389-2575

Fax:  (212) 389-2591

E-mail:  shailesh.shah@ge.com


 


15

















 


If to General Electric Capital Corporation:


 


General Electric Capital
Corporation

260 Long Ridge Road

Stamford, Connecticut  06927

Attention:  Senior Vice President – Corporate


Treasury and Global
Funding Corporation


Phone:  (203)
961-5077

Fax:  (203) 357-3490

E-mail:   alan.green1@ge.com


 


SECTION 4.09.      Entire Agreement; All Amendments in Writing.  (a)      This
Agreement embodies the entire understanding of the Parties concerning the
subject matter hereof and supersedes any and all other previous agreements,
written or oral, concerning the same subject matter.


 


(b)           The Parties may at any time and from
time to time, agree to any amendment or modification of, any provision of this
Agreement to cure any mistake, ambiguity, defect or inconsistency or to correct
any manifest error or to correct any error of formal, minor or technical
nature. The Rating Agencies shall be given written notice of any amendment
under this Section 4.09(b) not less than fifteen (15) days prior to
the effective date thereof.


 


(c)           The Parties may at any time and from
time to time, agree to any amendment or modification of, any provision of this
Agreement other than any amendment or modification provided for in Section
4.09(b); provided that, in each case, a Rating Agency Confirmation
shall be obtained prior to the effectiveness of such amendment or modification.


 


(d)           Any amendment to any provision of the
Security Agreement that is incorporated by reference in this Agreement
(including, without limitation, any amendment to any of the capitalized terms
incorporated by reference herein), so long as such amendment is made as permitted
under the terms of the Security Agreement, shall constitute an amendment to
this Agreement unless the Parties agree in writing that such amendment shall
not be effective under this Agreement.


 


SECTION 4.10.      Waiver.  No waiver of any provision of this Agreement nor consent to any
departure therefrom shall in any event be effective unless the same shall be in
writing and signed by the Party from whom such waiver or consent is sought, and
then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given. 
The Party seeking such waiver or consent shall promptly deliver a copy
thereof to the Rating Agencies.


 


SECTION 4.11.      Further Assurances.  Each Party hereby agrees to execute and
deliver such additional documents, instruments or agreements as may be
reasonably necessary and appropriate to effectuate the purposes of this
Agreement.


 


16

















 


SECTION 4.12.      Successors and Assigns.  This Agreement shall be binding upon the
Parties and their respective successors and assigns.


 


SECTION 4.13.      Severability.  Any term or provision of this Agreement
which is invalid or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of
any of the terms or provisions of this Agreement in any other jurisdiction.  If any provision of this Agreement is so
broad as to be unenforceable, the provision shall be interpreted to be only so
broad as is enforceable.


 


SECTION 4.14.      Limited Recourse.  The obligations of the Company under this
Agreement are solely the obligations of the Company.  No recourse shall be had for any obligation or claim arising out
of or based upon this Agreement against any Member, manager, officer organizer,
agent or employee of the Company or any shareholder, officer, director,
employee, agent or incorporator of any Member. 
Any accrued obligations owing by the Company shall be payable by the
Company solely to the extent that funds are available therefor form time to
time in accordance with the provisions of Article VII of the Security Agreement
(and such accrued obligations shall not be extinguished until paid in full.)


 


SECTION 4.15.      Termination of the Investment
Administration Agreement; Release. 
Effective as of the date hereof, the Company does hereby, for itself and
its successors and assigns, waive the sixty (60) days’ notice requirement of Section 3.05
of the Investment Administration Agreement and accepts the resignation of MRCA
Corp. as the Portfolio Adviser thereunder and fully and unconditionally release
and forever discharge MRCA Corp. (and any officer, director, employee or agent
of MRCA Corp.) from any and all present and future (i) obligations and
liabilities under the Investment Administration Agreement and (ii) causes of
action, suits, claims, demands, liabilities and obligations whatsoever, whether
at law or in equity, arising from or related to the Investment Administration
Agreement, arising from and after the date hereof.


 


[Signature Page Follows]


 


17

















 


IN WITNESS WHEREOF, the Parties have executed this
Agreement as of the date first above written.


 


	
   

  	
  TRINITY PLUS FUNDING COMPANY, LLC,

  
	
   

  	
    a
  New York limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  IC FUNDING CORP.,

  
	
   

  	
   

  	
  a Delaware corporation,

  
	
   

  	
   

  	
  as its Controlling Common
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Alan M. Green

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Alan M. Green

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENWORTH FINANCIAL
  ASSET MANAGEMENT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kelly L. Groh

  	
   

  
	
   

  	
   

  	
  Name: Kelly L. Groh

  
	
   

  	
   

  	
  Title: Senior Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACKNOWLEDGED AND

  	
   

  
	
  CONSENTED TO BY:

  	
   

  
	
   

  	
   

  
	
  GE Funding MRCA CORP.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Shailesh Shah

  	
   

  	
   

  
	
   

  	
  Name: Shailesh Shah

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  AGREED AND ACCEPTED BY:

  	
   

  
	
   

  	
   

  
	
  GENERAL ELECTRIC CAPITAL

  	
   

  
	
  CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Dennis R. Sweeney

  	
   

  	
   

  
	
   

  	
  Name: Dennis R. Sweeney

  	
   

  
	
   

  	
  Title: Vice Chairman and
  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ James A. Parke

  	
   

  	
   

  
	
   

  	
  Name: James A. Parke

  	
   

  
	
   

  	
  Title: Vice Chairman and
  Chief Financial Officer

  	
   

  
								



 


18

















 


Exhibit
A


 


Accounts
Comprising the Portfolio


 


 


	
  Account

  	
   

  	
  Custodian Bank

  	
   

  	
  Account Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facility Account

  	
   

  	
  Deutsche Bank
  Trust

  Company Americas,

  New York, NY

  	
   

  	
  23398

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LOC Reimbursement Account

  	
   

  	
  Deutsche Bank
  Trust

  Company Americas,

  New York, NY

  	
   

  	
  23405

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
                          Account

  	
   

  	
  Deutsche Bank
  Trust

  Company Americas,

  New York, NY

  	
   

  	
   

  



 


A-1

















 


Exhibit B


 


Form of Schedule of Operating Costs


 


Operating Costs for the
first calendar year, commencing on January 1, 2004, shall be
$[                    ]
and thereafter shall be equal to [   ]% of the Operating Costs
of the Manager, subject to the Company’s approval, as provided in Section 2.07(b)
and shall consist of the following (allocated [   ]% with
respect to the Company):


 


	
   

  	
   

  	
  2004

  	
   

  	
  2004

  	
   

  
	
  CMS

  	
   

  	
  1Q

  	
   

  	
  2Q

  	
   

  	
  3Q

  	
   

  	
  4Q

  	
   

  	
  TY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comp & Benefits:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Salaries

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  
	
  Savings
  Plan 401k

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bonuses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Employee
  Insurance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Payroll
  Taxes

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Comp & Benefits

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Purchase Base:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Travel
  & Living Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Business
  Meetings

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Education

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Employment
  Fees

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tuition
  Reimbursement

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Relocation
  Maintenance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dues
  & Associations

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Consulting
  Fees

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Outside
  Services

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rent/
  Utilities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Legal
  Fees

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Audit
  Fees

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Recreation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone/Cellular

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Printing
  & Office Supplies

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Postage\Courier
  Service

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subscriptions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Information
  Services

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Advertising
  / Marketing

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Temporary
  Help

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equipment
  Maintenance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hardware
  Expense

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software
  Expense

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fiscal
  Agent Fees

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Investment
  Fees

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Organizational
  Misc

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Purchase Base

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Controllable

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B-1

















 


	
   

  	
   

  	
  2004

  	
   

  	
  2004

  	
   

  
	
  CMS

  	
   

  	
  1Q

  	
   

  	
  2Q

  	
   

  	
  3Q

  	
   

  	
  4Q

  	
   

  	
  TY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Property
  Insurance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corporate
  Assessments

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Other

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SG&A Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rating
  Agency Fee

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Loss
  On Other Assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Insurance
  And Licensing

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  State
  And Local Taxes

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Goodwill
  Amortization

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Change
  in DAC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ceding
  Commission

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Non-SG&A Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Op & Admin Expense

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Depreciation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Direct Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Broker
  Fees Amortization

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Expenses (including Broker Fees)

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  



 


B-2

















 


Exhibit
C


 


Priority Manager Functions


 


	
  Listed Obligation

  	
   

  	
  Cure
  Period

  
	
   

  	
   

  	
   

  
	
  Payments

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Manager shall cause
  payments to be made as required under any Contracts, Hedge Contracts or other
  agreement to which the Company is a party.

  	
   

  	
  Five (5) Business Days
  from the date a notice of nonpayment received by Manager under the applicable
  Contract, Hedge Contract or agreement (or such shorter period as exists prior
  to such nonpayment being an actionable default thereunder); provided, however,
  that if the Manager or the Company gives notice to the other party requesting
  Dispute Resolution within one (1) Business Day of notice, the cure period
  hereunder shall be extended by three (3) Business Days from the date the
  notice of nonpayment is received (it being understood that in no event shall
  this section supersede the contractual payment obligations in the
  respective Contracts or Hedge Contracts).

  
	
   

  	
   

  	
   

  
	
  Risk Matters

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Manager shall comply
  with all requirements of GE Capital’s Policy 5.0 and 6.0 relating to the
  Company and related “strike zones,” as such policies and strike zones are
  amended from time to time, and all requirements relating to Permitted
  Investments and the portfolio in the Security Agreement; provided,
  that in the event that a trigger has been tripped under Policy 6.0 by virtue
  of a change in the market or pursuant to the action of a rating agency, GE
  Capital shall provide direction on remediation on a case-by-case basis if not
  otherwise provided for in Policy 6.0 and, if the Manager takes the
  appropriate corrective action (whether as prescribed by the Policy or as
  directed by GE Capital), no failure to perform an obligation under this
  Agreement shall be deemed to have occurred.

  	
   

  	
  Five (5) Business Days.

  
	
   

  	
   

  	
   

  
	
  Rating
  Agency Requirements

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Manager shall prepare
  all reports on the dates specified by each rating agency currently rating
  obligations of the Company and shall meet all requirements specified by any
  such agency for continuation or reinstatement of their highest long-term and
  short-term ratings.

  	
   

  	
  Thirty (30) days or
  such shorter or longer period as is specified for compliance by the rating
  agencies.

  



 


C-1

















 


	
  Listed Obligation

  	
   

  	
  Cure
  Period

  
	
   

  	
   

  	
   

  
	
  Financial
  Reporting

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Manager shall comply
  with Section 2.04 hereof and the Listed Obligations and shall
  prepare all reports relating to the Company as are necessary or desirable for
  compliance with the Sarbanes-Oxley Act of 2002 and any other financial
  reporting requirements of the Company under applicable law and external
  regulation.

  	
   

  	
  Thirty (30) days or
  such shorter or longer period as is specified by the applicable accounting
  firm or regulatory body to allow for compliance with the applicable
  regulatory or disclosure requirement.

  
	
   

  	
   

  	
   

  
	
  Legal Compliance

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Manager shall prepare
  disclosure documentation annually or more frequently as is necessary or
  desirable in connection with its offering of Contracts and Preferred
  Securities and shall otherwise comply with the requirements of contracts to
  which it is a party, and all applicable laws and regulations.

  	
   

  	
  Thirty (30) days or
  such other period as is specified in the applicable agreement or regulation
  or as is directed by the applicable regulatory body.

  



 


C-2

















 


Exhibit
D


 


Listed Obligations


 


Business


 


•                                          Manager
will use its best efforts to maintain an Average Program Size of thirteen
billion dollars ($13,000,000,000) or such other amount reasonably specified by
the Company from time to time for the combined portfolios of the Company and
Trinity Funding Company, LLC.  For the
purposes hereof, the term “Average” means a rolling 3-month average of
end-of-day balances, computed daily.


 


•                                          Manager
will review the Portfolio Quality Review with GE Capital on a monthly basis on
such dates as Manager and GE Capital shall agree to in advance.


 


Compliance/Legal


 


•                                          Manager
will maintain the corporate and limited liability company minutebooks and
records of the Company and its non-controlling common members and any
successors thereto, and take all actions required to maintain their valid
existence and good standing in the jurisdictions in which they are organized or
qualified.


 


•                                          Manager
will comply with applicable law in respect of the Company’s issuance of
Contracts and Preferred Securities, including with respect to rules promulgated
under federal securities laws that restrict certain forms of advertising and
solicitation.


 


•                                          Manager
will prepare updated versions of the Confidential Information Memorandum of the
Company (i) on an annual basis to reflect then-current audited financial
information of the Company or (ii) at such other times as may be required by
the Company.


 


•                                          Manager
will, as required from time to time, prepare updated versions of the Private
Placement Memorandum of the Company relating to the Company’s issuance of
Preferred Securities.


 


•                                          Manager
will use its best efforts to take all actions required in connection with
obtaining the appropriate authority with respect to the extension of the
Liquidity Commitment and/or the Letter of Credit commitment and any required
increase of the Liquidity Commitment and/or the Letter of Credit commitment (it
being understood that no failure to perform a Listed Obligation shall be deemed
to have occurred if either such commitment is not extended or increased after a
request has been submitted).


 


•                                          Manager
will consult with and obtain approval from the Company in connection with
proposed material modifications to the terms or the form of Contracts.


 


D-1

















 


•                                          Manager
will maintain its status as an “investment adviser” under the Investment Advisers
Act of 1940, as amended, and will take all reasonable steps to comply with all
applicable laws and regulations relating to its status as such.


 


•                                          Manager
will cause its legal staff to draft and prepare all Contracts, Hedge Contracts
and other contracts entered into by the Company.  The in-house counsel of Manager may, to the extent required,
engage outside counsel in connection with the preparation of such contracts if
such engagement is approved verbally or in writing by the General Counsel –
Treasury Operation of GE Capital and otherwise approved under Section 2.09.  Nothing in this Agreement will preclude
Manager from engaging its own outside counsel for any purpose it deems
necessary or advisable, and Manager need not obtain any separate approval therefor.


 


•                                          Manager
will comply with all applicable laws and all applicable policies and procedures
as the same may be provided to Manager by the Company, including but not
limited to the USA Patriot Act and Anti-Money Laundering policies and laws.


 


•                                          Manager
will take all reasonable actions required to assist the Company or GE Capital
in connection with changes to the corporate structure of the Company and its
common members.


 


•                                          Manager
will take all reasonable steps to provide prompt responses to GE Capital in
connection with requests from regulatory or other governmental authorities for
documentation or data relating to the operation of the Company.


 


•                                          Manager
will comply with all applicable laws, regulations, policies, management
procedures and other requirements of the Company, GE Capital and Genworth,
including but not limited to the GE Capital Information Security Procedure and,
to the extent applicable, the policies contained in “Integrity:  The Spirit and the Letter of Our
Commitment.”


 


Liability/Contract
Bidding Process


 


•                                          Manager
shall ensure that transactions in Contracts are effected in accordance with the
following general procedure: (i) a registered representative of a broker-dealer
(each, a “GIC Salesperson”) shall receive bid specifications (“Bid
Specs”) provided by prospective Contract customers or their agents (“Customers”);
(ii) the GIC Salesperson shall analyze the Bid Specs and respond to Customers,
indicating to such Customers, where appropriate, the requirements to maintain
the Company’s exemption from registration under the Investment Company Act of
1940, as amended; (iii) the GIC Salesperson shall submit all Bid Specs for
review and comment to the designated member of the Manager’s legal staff and
will note on any bid acceptance form that is delivered to the Customer all
appropriate


 


D-2

















 


comments received
from the legal staff; (iv) the GIC Salesperson shall price transactions in
which the Company has an interest in bidding and communicate such pricing to
the applicable Customer; and (v) the Manager’s legal staff shall provide
counsel to the GIC Salesperson in connection with the preparation, negotiation
and closing of all Contracts for transactions that the Company wins.


 


Financial Controls


 


•                                          Manager
will perform its accounting responsibilities in compliance with GE Capital’s
internal accounting policies and U.S. GAAP.


 


•                                          Manager
will maintain accounting polices currently in place and all changes to
accounting policies must be approved in advance by GE Capital.  For new accounting standards, GE Capital
will provide Manager with the accounting policy to be adopted by the Company.


 


•                                          Manager
will perform accounting in accordance with FAS 133 and obtain approval from GE
Capital for the following FAS 133 activities:


 


•                  Changes
to existing hedge documentation


•                  Changes
in existing methodology used to assess and measure hedge effectiveness


•                  Application
of  “fair value” hedging as defined in
FAS 133


•                  Economic
hedges that do not qualify for FAS 133 hedge treatment


 


•                                          Manager
will provide a monthly variance analysis of:


 


•                  Changes
in the fair market value of derivatives


•                  Hedge
ineffectiveness


•                  Amounts
excluded from the measure of effectiveness


 


•                                          Manager
will reconcile all general ledger accounts in accordance with GE Capital’s
account reconciliation criteria. 
Manager will provide a quarterly dashboard of account reconciliations
and open items (in an agreed upon format) on dates to be provided to Manager.


 


•                                          Manager
is responsible for establishing and maintaining a system of internal controls
adequate to ensure that Assets are appropriately safeguarded and that the
financial statements and related disclosures and schedules fairly present the
financial condition of the Company.


 


•                                          Manager
and GE Capital will agree upon and execute a plan to minimize profit and loss
volatility associated with FAS 133.


 


D-3

















 


•                                          Manager
will deliver monthly unaudited financial results including any adjustments to
the monthly financials to be included in the next month’s accounting
period.  These financials should include
an explanation of significant items of variance to the Operating Plan.  Such financial statements will be delivered
within fifteen 15 days of the close as defined by GE Capital.


 


•                                          Manager
will deliver quarterly unaudited financial reports and schedules in accordance
with GE Capital’s closing instructions. 
Such financials statement will include variance and profitability
analysis suitable for the closing of the books.  Closing instruction to be provided by the 15th of the month of
the quarterly close.


 


•                                          Manager
will provide the Company with financial projections in accordance with GE
Capital’s SI, SII and OP process.  GE
Capital will provide the Manager with SI, SII and OP timing and assumptions
where needed to make such forecasts.


 


•                                          Manager
will deliver annual audited financial statements (balance sheet and income
statement) upon completion of the annual audit by GE Capital’s external
auditors.


 


•                                          Manager
will conduct annual reviews in compliance with applicable provisions of the
Sarbanes-Oxley Act of 2002, in a manner acceptable to GE Capital.


 


•                                          Manager
will report detailed profit and loss results and details of expenses within
fifteen (15) days following the end of each quarterly period, including
comparisons of actual versus plan, in a format reasonably agreeable to both
parties.  Profit and loss reports will
be included in the monthly Portfolio Quality Review, substantially in the
format attached as Schedule I to this Exhibit D.


 


Risk


 


•                                          Manager
will comply with the Permitted Investments guidelines provided in
Schedule 4.01(h) of the Security Agreement.


 


•                                          Manager
will value the Portfolio from time to time, as required by Section 2.06 of
the Security Agreement in order to prepare the reports required by such
Section of the Security Agreement, using the portfolio valuation methods
set forth in the Market Valuation Addendum attached as Schedule 1.01 to
the Security Agreement, in order to determine whether a Coverage Shortfall, a
Program Shortfall or a Net Worth Deficit has occurred and is continuing and
whether the Market Sensitivity Limit has been exceeded.  The Manager shall also value Permitted
Collateral investments on deposit in Collateral Accounts as required under the
terms of each Collateralized Contract.


 


•                                          Manager
will comply with all applicable terms set forth in Policy 5.0 and Policy 6.0
and all “strike zones” defined by GE Capital with respect to assets,
liabilities


 


D-4

















 


and derivatives
(as each may be amended from time to time by GE Capital).  Manager will deliver the following reports
on a monthly basis for monitoring such compliance:


 


•                  Portfolio
Quality Review


•                  Credit
Limit Watch


•                  Credit
Risk Rating


•                  Stop
Loss


•                  Month
End Credit


•                  Counterparty
Exposure


 


•                                          Except
as otherwise specified in this Exhibit D, Manager will deliver risk
reports to GE Capital on a monthly basis and will include, at a minimum, the
following:


 


•                  Portfolio
Quality Review


•                  Supplemental
Program Shortfall


•                  Liquidity
Report (provided on a daily basis)


•                  Summary
Hedge Analysis Report (provided on a daily basis)


•                  REM
(electronic submission)


 


•                                          Manager
will provide other available reports required from time to time by GE Capital
as they are requested.


 


•                                          Manager
will participate, on a monthly and quarterly basis, in in-force reviews with
Genworth senior management and GE Capital senior management.


 


•                                          Manager
will from time to time provide GE Capital with data feeds relating to the
Portfolio, the content, format and timing of the delivery of which feeds will
be agreed upon by Manager and GE Capital.


 


•                                          Manager
will (i) comply with applicable requirements as to hedge counterparty ratings,
as set forth in the Security Agreement and as provided in the applicable
policies of GE Capital, (ii) comply with the applicable requirements to provide
information to GE Capital with respect to hedge counterparty exposure, (iii)
deliver a Counterparty Exposure report for monitoring such compliance and (iv)
comply with such restrictions as to hedge counterparty that may from time to
time be imposed by GE Capital.


 


•                                          Manager
will from time to time provide GE Capital with such available additional risk
analyses as GE Capital may request, including but not limited to, stress tests
and value at risk analyses.  In each
case, the content, format and timing of the delivery of such analyses will be
agreed upon, prior to delivery, by GE Capital and Manager.


 


D-5

















 


•                                          Manager
will comply with all applicable requirements relating to the Company’s
maintenance of the “AAA”/”Aaa”  ratings
assigned thereto by the applicable rating agencies.


 


Customer


 


•                                          Manager
will ensure delivery by mail or e-mail, or will make available on the Company’s
website, to the Company’s customers in accordance with such customers’
respective Contracts, Customer Statements in respect of customers’ investments
with the Company.


 


•                                          Manager
will ensure the timely remittance of payments required under each Contract or
other agreement of the Company.


 


•                                          When
requested by the Company and GE Capital, Manager will deliver to the Company
and GE Capital customer service metrics (e.g., call volume by customer
complaint type by date) and deal closing customer survey results (if and to the
extent the same is provided by customers).


 


Information Technology


 


•                                          Manager
will maintain the current systems environment to fully support the business
requirements and the services to be performed under this Agreement for the
Company.


 


Continuous Service
(Disaster Recovery)


 


A disaster recovery site
shall be maintained as follows:


 


•                                          Backup
copies of critical servers shall be maintained at an off-premises Disaster
Recovery Site (locations to be determined from time to time by the Parties
hereto).  The critical servers are as
follows: Principia PAS server, Oracle Data Warehouse Server,  File Server, Oracle GL Server, and FileNET
CM Server.   In the event of a major
disaster where access to production servers and 335 Madison Avenue’s assets (or
those of a successor location from which the Company’s business is operated) is
lost,  service will be restored on the
following schedule: PAS and Oracle Data warehouse systems will be within
twenty-four (24) hours.  GL and FileNET
server will be available within forty-eight (48) hours.  The Parties will work with GE Capital
Treasury on a best effort basis to establish and implement an adequate Disaster
Recovery plan.


 


D-6

















 


•                                          Software
refreshes to synchronize the DR systems with the production systems shall be
done within twenty-four (24) hours of the update of the production system to
coincide with production system updates.


 


•                                          Backups
of the production PAS database shall be copied to the DR PAS server nightly.


 


Data Management (Backups
and Retention)


 


•                                          Full
data backups are performed daily on all production and Quality Assurance
systems.


 


•                                          Full
data backups of all Network files are performed daily.


 


•                                          Backup
tapes shall be stored offsite at Iron Mountain.  Tapes are picked up by 10:30 a.m. daily.


 


•                                          An
authorized list of personnel may recall tapes from Iron Mountain (an agreement
exists to deliver backup tapes to any location, including the home of IT
personnel).


 


•                                          Tapes
shall be cycled on a rolling eight (8) week rotation.  All Financial close and Month End tapes shall be marked permanent
and retained indefinitely.


 


Change Management:  Notification and Approval Process on 

Changes to IT Infrastructure and Application Software


 


•                                          GE
Capital Treasury shall have the right to approve the Company’s Change
Management Process.


 


•                                          All
change requests shall be reported to GE Capital Treasury on a weekly basis.


 


•                                          Emergency
changes to the IT Environment shall be reported to GE Capital Treasury as they
occur.


 


•                                          In
the event of a major System Failure GE Capital Treasury shall be notified and
required to approve required changes.


 


Performance and Capacity
Planning Reporting and Reviews


 


•                                          In
general, monthly business reports shall be available by 9:00 a.m. the last
Business Day of the month.  The IT team
will communicate all exceptions by


 


D-7

















 


8:30 a.m. on the
day such exceptions occur.  The
communication will include the anticipated delivery time.  The following performance tracking processes
exist:


 


•                  Monthly
report of nightly batch completion times.


•                  Monthly
report of nightly batch completion times.


•                  Monthly
report of exceptions and violations of the 9:00 a.m. report delivery times and
cures employed.


•                  Monthly
report on system loading and projected performance bottlenecks and issues and
resolutions.


•                  Monthly
report of license denials.


 


•                                          GE
Capital Treasury shall perform a quarterly review of systems and access rights
to those systems.  IT shall prepare the
report to be reviewed, deliver a copy to GE Capital Treasury and will remediate
issues discovered.  An updated access
matrix will be added to the “CMS Operational Procedures and Controls” document
quarterly.


 


Personnel


 


•                                          Manager
will maintain a staff of qualified employees sufficient to support the business
requirements of the Company and to perform the services required under this
Agreement.


 


Other Obligations


 


•                                          Manager
will comply in all material respects with all other obligations provided under
this Agreement.


 


D-8

















 


Schedule I


 


Format of P&L Included with

Monthly Portfolio Quality Review


 


	
  CMS P&L ($ millions)

  	
   

  	
  Actual

  	
   

  	
  Operating
  Plan

  	
   

  	
  Variance
  from

  Operating Plan

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net Revenue:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trinity
  Gross Spread Income

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  
	
  Trinity
  Broker Fees Amortization

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trinity
  Hedge Ineffectiveness

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trinity Net Interest Margin

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trinity
  Realized Gains (Losses)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subtotal Trinity Net Revenue

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GE
  Book

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total CMS Net Revenue

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating Expenses:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CMSI

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  
	
  Trinity

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MRCA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Operating Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total CMS Pre-tax Income

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tax (Benefit)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net Income

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trinity
  Average Liability Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Core
  Spread (including Broker Fees)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Spread (Including Hedge Ineffectiveness)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Memo:
  Net Income Sharing

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Genworth
  (Management Fee + GE Book)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GEI
  Other

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


D-9

















 


Exhibit
E


 


Failure Notice Recipients


 


 


	
  Recipient

  	
   

  	
  Address

  	
   

  	
  Telephone

  	
   

  	
  Facsimile

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Manager

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pamela Schutz

  	
   

  	
  6610 West Broad Street

  Richmond, Virginia 23230

  	
   

  	
  (804) 281-6533

  	
   

  	
  (804) 281-6165

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kelly Groh

  	
   

  	
  6610 West Broad Street

  Richmond, Virginia 23230

  	
   

  	
  (804) 281-6321

  	
   

  	
  (804) 281-6310

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Toni Ness

  	
   

  	
  6610 West Broad Street

  Richmond, Virginia 23230

  	
   

  	
  (804) 289-3594

  	
   

  	
  (804) 281-6005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shailesh Shah

  	
   

  	
  335 Madison Avenue

  Mezz4

  New York, New York 10017

  	
   

  	
  (212) 389-2575

  	
   

  	
  (212) 839-2591

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grant Lineberry

  	
   

  	
  335 Madison Avenue

  Mezz4

  New York, New York 10017

  	
   

  	
  (212) 389-2570

  	
   

  	
  (212) 389-2591

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Colin Burrell

  	
   

  	
  335 Madison Avenue

  Mezz4

  New York, New York 10017

  	
   

  	
  (212) 389-2640

  	
   

  	
  (212) 389-2590

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Company

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kathy Cassidy

  	
   

  	
  201 High Ridge Road

  Stamford, Connecticut 06927

  	
   

  	
  (203) 357-6199

  	
   

  	
  (203) 585-1191

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Brian Wenzel

  	
   

  	
  201 High Ridge Road

  Stamford, Connecticut 06927

  	
   

  	
  (203) 357-6774

  	
   

  	
  (203) 316-7601

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alan Green

  	
   

  	
  201 High Ridge Road

  Stamford, Connecticut 06927

  	
   

  	
  (203) 961-5077

  	
   

  	
  (203) 357-3490

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Johan Fogelberg

  	
   

  	
  201 High Ridge Road

  Stamford, Connecticut 06927

  	
   

  	
  (203) 357-6072

  	
   

  	
  (203) 357-4975

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Robert Ceske

  	
   

  	
  201 High Ridge Road

  Stamford, Connecticut 06927

  	
   

  	
  (203) 602-8337

  	
   

  	
  (203) 585-1361

  



 


E-1

















 


	
  General Electric
  Capital Corporation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kathy Cassidy

  	
   

  	
  201 High Ridge Road

  Stamford, Connecticut 06927

  	
   

  	
  (203) 357-6199

  	
   

  	
  (203) 585-1191

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Brian Wenzel

  	
   

  	
  201 High Ridge Road

  Stamford, Connecticut 06927

  	
   

  	
  (203) 357-6774

  	
   

  	
  (203) 316-7601

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alan Green

  	
   

  	
  201 High Ridge Road

  Stamford, Connecticut 06927

  	
   

  	
  (203) 961-5077

  	
   

  	
  (203) 357-3490

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Johan Fogelberg

  	
   

  	
  201 High Ridge Road

  Stamford, Connecticut 06927

  	
   

  	
  (203) 357-6072

  	
   

  	
  (203) 357-4975

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Robert Ceske

  	
   

  	
  201 High Ridge Road

  Stamford, Connecticut 06927

  	
   

  	
  (203) 602-8337

  	
   

  	
  (203) 585-1361

  



 


E-2

















 


Exhibit
F


 


Arbitration Procedures


 


If Senior Management
fails to reach agreement with respect to a Dispute Resolution within forty-five
(45) days of a Submission and the Cure Period has not expired, either Party may
submit the matter to be finally resolved by arbitration pursuant to the CPR
Institute for Dispute Resolution (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 matters under dispute existing at the time of the
arbitration and for which arbitration is permitted.


 


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 matter
in dispute in accordance with the law of the State of New York, without giving
effect to any conflict of law rules or other rules that might render such 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.


 


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


 


Except as expressly
permitted by this Agreement, no Party will commence or voluntarily participate
in any court action or proceeding concerning a matter in dispute, except (i)
for enforcement, (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 the State of New York.


 


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 injunctive
relief, as it may deem just and equitable.


 


Each
Party will bear its own attorneys’ fees and costs incurred in connection with
the resolution of any matter in dispute in accordance with this provision.


 


F-1