Exhibit 10.1


 


MASTER AGREEMENT


 


AMONG


 


GENERAL ELECTRIC COMPANY,


 


GENERAL ELECTRIC CAPITAL CORPORATION,


 


GEI, INC.,


 


GE FINANCIAL ASSURANCE HOLDINGS, INC.


 


AND


 


GENWORTH FINANCIAL, INC.


 


Dated May 24, 2004


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
  DEFINITIONS

  	
   

  
	
  1.1

  	
  Certain
  Definitions

  	
   

  
	
  1.2

  	
  Other Terms

  	
   

  
	
  ARTICLE II

  	
  THE SEPARATION

  	
   

  
	
  2.1

  	
  Transfer
  of Assets; Assumption of Liabilities; Consideration

  	
   

  
	
  2.2

  	
  Genworth
  Assets

  	
   

  
	
  2.3

  	
  Genworth
  Liabilities

  	
   

  
	
  2.4

  	
  Termination of Agreements

  	
   

  
	
  2.5

  	
  DISCLAIMER
  OF REPRESENTATIONS AND WARRANTIES

  	
   

  
	
  2.6

  	
  Governmental
  Approvals and Consents; Delayed Transfer Assets and Liabilities

  	
   

  
	
  2.7

  	
  Novation of
  Assumed Genworth Liabilities

  	
   

  
	
  2.8

  	
  Novation
  of Liabilities other than Genworth Liabilities

  	
   

  
	
  2.9

  	
  European Creditor Business

  	
   

  
	
  2.10

  	
  FACL Bonds

  	
   

  
	
  ARTICLE III

  	
  INTERCOMPANY
  TRANSACTIONS AS OF THE CLOSING DATE

  	
   

  
	
  3.1

  	
  Time and Place of Closing

  	
   

  
	
  3.2

  	
  Pre-Closing
  Transactions

  	
   

  
	
  3.3

  	
  Closing
  Transactions

  	
   

  
	
  3.4

  	
  Amended
  and Restated Certificate of Incorporation and Amended and Restated Bylaws

  	
   

  
	
  3.5

  	
  Transfers
  of Assets and Assumption of Liabilities

  	
   

  
	
  3.6

  	
  Transfer
  of Excluded Assets; Assumption of Excluded Liabilities

  	
   

  
	
  3.7

  	
  The
  Initial Public Offering and the Concurrent Offerings

  	
   

  
	
  3.8

  	
  Rescission

  	
   

  
	
  3.9

  	
  European
  Transfers

  	
   

  
	
  3.10

  	
  Tax Matters

  	
   

  
	
  ARTICLE IV

  	
  FINANCIAL AND OTHER
  INFORMATION

  	
   

  
	
  4.1

  	
  Annual Financial
  Information

  	
   

  



 


i

















 


	
  4.2

  	
  Quarterly Financial
  Information

  	
   

  
	
  4.3

  	
  GE’s
  Operating Reviews

  	
   

  
	
  4.4

  	
  General
  Financial Statement Requirements

  	
   

  
	
  4.5

  	
  Twenty Percent Threshold

  	
   

  
	
  4.6

  	
  GE Public
  Filings

  	
   

  
	
  4.7

  	
  GE
  Annual Statements

  	
   

  
	
  4.8

  	
  Fifty
  Percent Threshold

  	
   

  
	
  4.9

  	
  Accountants’
  Reports

  	
   

  
	
  4.10

  	
  Agreement
  for Exchange of Information; Archives

  	
   

  
	
  4.11

  	
  Ownership of Information

  	
   

  
	
  4.12

  	
  Compensation for
  Providing Information

  	
   

  
	
  4.13

  	
  Record
  Retention

  	
   

  
	
  4.14

  	
  Liability

  	
   

  
	
  4.15

  	
  Other
  Agreements Providing for Exchange of Information

  	
   

  
	
  4.16

  	
  Production
  of Witnesses; Records; Cooperation

  	
   

  
	
  4.17

  	
  Privilege

  	
   

  
	
  ARTICLE V

  	
  RELEASE; INDEMNIFICATION

  	
   

  
	
  5.1

  	
  Release of Pre-Closing
  Claims

  	
   

  
	
  5.2

  	
  General
  Indemnification by Genworth

  	
   

  
	
  5.3

  	
  General Indemnification
  by GE

  	
   

  
	
  5.4

  	
  Registration
  Statement Indemnification

  	
   

  
	
  5.5

  	
  Contribution

  	
   

  
	
  5.6

  	
  Indemnification
  Obligations Net of Insurance Proceeds and Other Amounts, On an After-Tax
  Basis

  	
   

  
	
  5.7

  	
  Procedures
  for Indemnification of Third Party Claims

  	
   

  
	
  5.8

  	
  Additional
  Matters

  	
   

  
	
  5.9

  	
  Remedies
  Cumulative; Limitations of Liability

  	
   

  
	
  5.10

  	
  Survival
  of Indemnities

  	
   

  
	
  ARTICLE VI

  	
  OTHER AGREEMENTS

  	
   

  
	
  6.1

  	
  Further
  Assurances

  	
   

  



 


ii

















 


	
  6.2

  	
  Confidentiality

  	
   

  
	
  6.3

  	
  Insurance
  Matters

  	
   

  
	
  6.4

  	
  Allocation of Costs
  and Expenses

  	
   

  
	
  6.5

  	
  Covenants
  Against Taking Certain Actions Affecting GE

  	
   

  
	
  6.6

  	
  No Violations

  	
   

  
	
  6.7

  	
  Registration
  Statements

  	
   

  
	
  6.8

  	
  Charter
  Provision

  	
   

  
	
  6.9

  	
  Litigation and
  Settlement Cooperation

  	
   

  
	
  6.10

  	
  Continuation of
  Certain Arrangements

  	
   

  
	
  6.11

  	
  Future Intercompany
  Transactions

  	
   

  
	
  6.12

  	
  Use
  of Restricted Marks; Certain Commercial Arrangements

  	
   

  
	
  6.13

  	
  Committees

  	
   

  
	
  6.14

  	
  Genworth
  Bridge Loan

  	
   

  
	
  6.15

  	
  GE Policies

  	
   

  
	
  6.16

  	
  HomeBuyer
  Now Program; GE Relocation Program; GE Marketplace

  	
   

  
	
  6.17

  	
  Joint Management Committee

  	
   

  
	
  6.18

  	
  Repurchase of Common Stock

  	
   

  
	
  6.19

  	
  Credit
  Facilities

  	
   

  
	
  6.20

  	
  Amendments
  to Reinsurance-Related Documents and Other Agreements

  	
   

  
	
  6.21

  	
  Compensation Practices
  Review

  	
   

  
	
  ARTICLE VII

  	
  DISPUTE RESOLUTION

  	
   

  
	
  7.1

  	
  General
  Provisions

  	
   

  
	
  7.2

  	
  Consideration by
  Senior Executives

  	
   

  
	
  7.3

  	
  Mediation

  	
   

  
	
  7.4

  	
  Arbitration

  	
   

  
	
  ARTICLE VIII

  	
  MISCELLANEOUS

  	
   

  
	
  8.1

  	
  Corporate Power;
  Fiduciary Duty

  	
   

  
	
  8.2

  	
  Governing Law

  	
   

  



 


iii

















 


	
  8.3

  	
  Survival
  of Covenants

  	
   

  
	
  8.4

  	
  Force Majeure

  	
   

  
	
  8.5

  	
  Notices

  	
   

  
	
  8.6

  	
  Severability

  	
   

  
	
  8.7

  	
  Entire
  Agreement

  	
   

  
	
  8.8

  	
  Assignment; No
  Third-Party Beneficiaries

  	
   

  
	
  8.9

  	
  Public
  Announcements

  	
   

  
	
  8.10

  	
  Amendment

  	
   

  
	
  8.11

  	
  Rules
  of Construction

  	
   

  
	
  8.12

  	
  Counterparts

  	
   

  



 


iv

















 


EXHIBITS


 


	
  A

  	
  Form of Transition Services
  Agreement

  	
   

  
	
  B

  	
  Form of Registration Rights
  Agreement

  	
   

  
	
  C

  	
  Form of Tax Matters Agreement

  	
   

  
	
  D

  	
  Form of Employee Matters
  Agreement

  	
   

  
	
  E

  	
  Form of Transitional Trademark
  License Agreement

  	
   

  
	
  F

  	
  Form of Intellectual Property
  Cross License Agreement

  	
   

  
	
  G

  	
  Form of Outsourcing Services
  Separation Agreement

  	
   

  
	
  H

  	
  Form of European Transition
  Services Agreement

  	
   

  
	
  I

  	
  Form of Investment
  Management Agreements

  	
   

  
	
  J

  	
  Form of Viking Agreement

  	
   

  
	
  K

  	
  Form of Liability and
  Portfolio Management Agreements

  	
   

  
	
  L

  	
  Form of Asset Management
  Services Agreement

  	
   

  
	
  M

  	
  Form of UK Transfer Plan

  	
   

  
	
  N

  	
  Form of French Transfer Plan

  	
   

  
	
  O

  	
  Form of Derivatives
  Management Services Agreement

  	
   

  
	
  P

  	
  Form of European Tax Matters
  Agreements

  	
   

  
	
  Q

  	
  Form of Framework Agreement

  	
   

  
	
  R

  	
  Form of Mortgage Services
  Agreement

  	
   

  
	
  S

  	
  Form of UFLIC ESG Services
  Agreement

  	
   

  
	
  T

  	
  French Transfer Agreement

  	
   

  
	
  U

  	
  Capital Maintenance Agreement

  	
   

  
	
  V

  	
  JLIC Recapture Agreement

  	
   

  
	
  W

  	
  Long-Term Care Retrocession
  Agreement

  	
   

  
	
  X

  	
  Medicare Supplement
  Reinsurance Agreement

  	
   

  
	
  Y

  	
  Structured Settlement
  Annuity Reinsurance Agreements

  	
   

  
	
  Z

  	
  Variable Annuity Reinsurance
  Agreements

  	
   

  
	
  AA

  	
  Form of Trust Agreements

  	
   

  
	
  BB

  	
  Form of Business Services
  Agreement

  	
   

  
	
  CC

  	
  Form of Genworth
  Contingent Note

  	
   

  
	
  DD

  	
  Form of Genworth
  Promissory Note

  	
   

  
	
  EE

  	
  Plan of Divestiture

  	
   

  
	
  FF

  	
  FACL Reinsurance Agreement

  	
   

  
	
  GG

  	
  Form of FACL Fall-back Stock
  Transfer Agreement

  	
   

  
	
  HH

  	
  FICL Reinsurance Agreement

  	
   

  
	
  II

  	
  Form of International Tax
  Matters Agreements

  	
   

  
	
  JJ

  	
  Form of French Reinsurance
  Agreement

  	
   

  
	
  KK

  	
  Joint Management Committee

  	
   

  
	
  LL

  	
  Form of Amended and
  Restated Certificate of Incorporation

  	
   

  
	
  MM

  	
  Form of Amended and
  Restated Bylaws

  	
   

  
	
  NN

  	
  Form of Viking Stock
  Purchase Agreement

  	
   

  
	
  OO

  	
  Form
  of GECA Consolidated Group Tax Allocation Agreement

  	
   

  
	
  PP

  	
  Form of Genworth
  Consolidated Group Tax Allocation Agreement

  	
   

  
	
  QQ

  	
  Debt Release Agreements

  	
   

  



 


v

















 


SCHEDULES


 


	
  Schedule 1.1

  	
   

  	
  Discontinued
  Businesses

  	
   

  
	
  Schedule 1.1(a)

  	
   

  	
  Supply and
  Vendor Contracts

  	
   

  
	
  Schedule 1.1(b)

  	
   

  	
  GEFAHI
  Contracts

  	
   

  
	
  Schedule 1.1(e)

  	
   

  	
  Genworth
  Contracts

  	
   

  
	
  Schedule 2.1(a)

  	
   

  	
  Plan of
  Separation

  	
   

  
	
  Schedule 2.1(b)

  	
   

  	
  Delayed
  Transfer Assets

  	
   

  
	
  Schedule 2.2(a)(i)

  	
   

  	
  Genworth
  Assets

  	
   

  
	
  Schedule 2.2(a)(ii)(B)

  	
   

  	
  Capital
  Stock GE Subsidiaries

  	
   

  
	
  Schedule 2.2(a)(ii)(C)

  	
   

  	
  Capital
  Stock GE Affiliates

  	
   

  
	
  Schedule 2.2(b)(i)

  	
   

  	
  Excluded
  Assets

  	
   

  
	
  Schedule 2.2(b)(ii)

  	
   

  	
  Excluded
  Contracts

  	
   

  
	
  Schedule 2.3(a)(i)

  	
   

  	
  Genworth
  Liabilities

  	
   

  
	
  Schedule 2.3(b)(iv)

  	
   

  	
  Excluded
  Liabilities

  	
   

  
	
  Schedule 2.4(b)(ii)

  	
   

  	
  Continuing
  Agreements

  	
   

  
	
  Schedule 2.4(b)(iii)

  	
   

  	
  GE
  Guarantees

  	
   

  
	
  Schedule 2.9

  	
   

  	
  European Creditor
  Business Entities

  	
   

  
	
  Schedule 3.2(d)

  	
   

  	
  JLIC Surplus Notes

  	
   

  
	
  Schedule 3.2(f)

  	
   

  	
  Dividends

  	
   

  
	
  Schedule 3.9(a)

  	
   

  	
  Consideration
  Under French Transfer Agreement

  	
   

  
	
  Schedule 3.9(c)

  	
   

  	
  Adjustments to
  Consideration

  	
   

  
	
  Schedule 4.1

  	
   

  	
  Annual Corporate
  Reporting Data

  	
   

  
	
  Schedule 4.2(a)

  	
   

  	
  First and Second
  Quarter Corporate Reporting Data

  	
   

  
	
  Schedule 4.2(b)

  	
   

  	
  Third Quarter
  Corporate Reporting Data

  	
   

  
	
  Schedule 4.3

  	
   

  	
  FP&A Reports

  	
   

  
	
  Schedule 4.8

  	
   

  	
  Monthly Financial
  Information

  	
   

  
	
  Schedule 5.2(d)

  	
   

  	
  Transaction
  Documents – Genworth Indemnification

  	
   

  
	
  Schedule 5.3(c)

  	
   

  	
  Transaction
  Documents – GE Indemnification

  	
   

  
	
  Schedule 5.4

  	
   

  	
  GE Indemnification

  	
   

  
	
  Schedule 6.3

  	
   

  	
  Insurance Coverage

  	
   

  
	
  Schedule 6.5(b)

  	
   

  	
  GE Contracts

  	
   

  
	
  Schedule 6.10

  	
   

  	
  Continuation of
  Certain Arrangements

  	
   

  
	
  Schedule 6.12(b)(i)(B)

  	
   

  	
  Business
  Activities

  	
   

  
	
  Schedule 6.15

  	
   

  	
  GE Policies

  	
   

  
	
  Schedule 7.1

  	
   

  	
  Transaction Documents
  – Dispute Resolution

  	
   

  



 


vi

















 


MASTER AGREEMENT


 


MASTER AGREEMENT, dated May 24, 2004 (this “Agreement”),
among General Electric Company, a New York corporation (“GE”), General
Electric Capital Corporation, a Delaware corporation (“GECC”), GEI,
Inc., a Delaware corporation (“GEI”), GE Financial Assurance Holdings,
Inc., a Delaware corporation (“GEFAHI”, and collectively with GE, GEI
and GECC, the “GE Parties”), and Genworth Financial, Inc., a Delaware
corporation (“Genworth”). 
Certain terms used in this Agreement are defined in Section 1.1.


 


W I T N E S S E T H:


 


WHEREAS, the boards of directors of GE and GECC have
approved the divestiture of the Genworth Group into a separate business, and
the board of directors of GECC has adopted the Plan of Divestiture for the
purpose, among other things, of divesting a controlling interest in the stock
of Genworth;


 


WHEREAS, Genworth has been incorporated solely for
these purposes and has not engaged in activities except in preparation for its
corporate reorganization and the sale of its stock;


 


WHEREAS, in furtherance of the foregoing, the board of
directors of GEFAHI and the board of directors of Genworth have approved the
transfer of the Genworth Assets to Genworth and its Subsidiaries and to cause
Genworth or certain of its Subsidiaries designated by Genworth to assume the
Genworth Liabilities, all as more fully described in this Agreement and the
Transaction Documents;


 


WHEREAS, the board of directors of GEFAHI has further
approved the divestiture of (i) a portion of GEFAHI’s interest in the Genworth
Common Stock through the Initial Public Offering registered under the
Securities Act, (ii) all of GEFAHI’s interest in the Genworth Equity Units and
(iii) all of GEFAHI’s interest in the Series A Preferred Stock, concurrently
with the closing of the Separation and the other transactions contemplated by
this Agreement, and the board of directors of Genworth has further approved the
consummation of the Initial Public Offering and the Concurrent Offerings;


 


WHEREAS, pursuant to the Plan of Divestiture, GECC
plans to dispose of additional stock of Genworth beneficially owned by it so
that within two years following the Initial Public Offering GECC will
beneficially own in the aggregate less than 50% of the outstanding stock of
Genworth and as soon or reasonably practicable thereafter will beneficially own
in the aggregate less than 20% of the outstanding stock of Genworth; and


 


WHEREAS, it is appropriate and desirable to set forth
the principal corporate transactions required to effect the Separation and
certain other agreements that will, following the consummation of the Initial
Public Offering and the Concurrent Offerings, govern certain matters relating
to the Separation, the Initial Public Offering


 


1

















 


and the Concurrent
Offerings and the relationship of GE, Genworth and their respective
Subsidiaries.


 


NOW, THEREFORE, in consideration of the premises and
the covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound hereby, the parties hereby agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


1.1           Certain Definitions.  For purposes of this Agreement, the
following terms shall have the meanings specified in this Section 1.1:


 


“Action” means any demand, action, claim,
dispute, suit, countersuit, arbitration, inquiry, proceeding or investigation
by or before any federal, state, local, foreign or international Governmental
Authority or any arbitration or mediation tribunal.


 


“Active FACL Bonds”
means FACL Bonds listed in the GE Life Report.


 


“Affiliate” (and, with a correlative meaning, “affiliated”)
means, with respect to any Person, any direct or indirect subsidiary of such
Person, and any other Person that directly, or through one or more
intermediaries, controls or is controlled by or is under common control with
such first Person; provided, however, that from and after the Closing
Date, no member of the Genworth Group shall be deemed an Affiliate of any
member of the GE Group for purposes of this Agreement and the Transaction
Documents and no member of the GE Group shall be deemed an Affiliate of any
member of the Genworth Group for purposes of this Agreement and the Transaction
Documents.  As used in this definition,
“control” (including with correlative meanings, “controlled by”
and “under common control with”) means possession, directly or
indirectly, of power to direct or cause the direction of management or policies
or the power to appoint and remove a majority of directors (whether through
ownership of securities or partnership or other ownership interests, by
contract or otherwise).


 


“AML” means American Mayflower Life Insurance
Company of New York, a New York insurance company.


 


“Applicable Accounting Method” means the
applicable accounting method by which GE is required, in accordance with GAAP,
to account for its investment in Genworth (namely, on a consolidated basis, under
the equity method or under the cost method).


 


“Asset Management Services Agreement” means the
Asset Management Services Agreement in substantially the form attached hereto
as Exhibit L entered into by and among GEFAHI, GNA and GE Asset
Management Incorporated.


 


2

















 


“Assets” means, with respect to any Person, the
assets, properties and rights (including goodwill) of such Person, wherever
located (including in the possession of vendors or other third parties or
elsewhere), whether real, personal or mixed, tangible, intangible or
contingent, in each case whether or not recorded or reflected or required to be
recorded or reflected on the books and records or financial statements of such
Person, including the following:


 


(a)           all
accounting and other books, records and files whether in paper, microfilm,
microfiche, computer tape or disc, magnetic tape or any other form;


 


(b)           all
apparatus, computers and other electronic data processing equipment, fixtures,
machinery, equipment, furniture, office equipment, automobiles, trucks,
vessels, motor vehicles and other transportation equipment and other tangible
personal property;


 


(c)           all
interests in real property of whatever nature, including easements, whether as
owner, mortgagee or holder of a Security Interest in real property, lessor,
sublessor, lessee, sublessee or otherwise;


 


(d)           except
for the capital stock referred to in Section 2.2(a)(ii)(B) and Section 2.2(a)(ii)(C),
all interests in any capital stock or other equity interests of any Subsidiary
or any other Person, all bonds, notes, debentures or other securities issued by
any Subsidiary or any other Person, all loans, advances or other extensions of
credit or capital contributions to any Subsidiary or any other Person and all
other investments in securities of any Person;


 


(e)           all
license agreements, leases of personal property, open purchase orders for
supplies, parts or services and other contracts, agreements or commitments;


 


(f)            all
deposits, letters of credit and performance and surety bonds;


 


(g)           all
written technical information, data, specifications, research and development
information, engineering drawings, operating and maintenance manuals, and
materials and analyses prepared by consultants and other third parties;


 


(h)           all
domestic and foreign intangible personal property, patents, copyrights, trade
names, trademarks, service marks and registrations and applications for any of
the foregoing, mask works, trade secrets, inventions, designs, ideas, improvements,
works of authorship, recordings, other proprietary and confidential information
and licenses from third Persons granting the right to use any of the foregoing;


 


(i)            all
computer applications, programs and other software, including operating software,
network software firmware, middleware, design software, design tools, systems
documentation and instructions;


 


(j)            all
cost information, sales and pricing data, customer prospect lists, supplier
records, customer and supplier lists, customer and vendor data, correspondence
and lists, product literature, artwork, design, formulations and
specifications, quality


 


3

















 


records and
reports and other books, records, studies, surveys, reports, plans and
documents;


 


(k)           all
prepaid expenses, trade accounts and other accounts and notes receivables;


 


(l)            all
rights under contracts or agreements, all claims or rights against any Person
arising from the ownership of any Asset, all rights in connection with any bids
or offers and all claims, choses in action or similar rights, whether accrued
or contingent;


 


(m)          all
rights under insurance policies and all rights in the nature of insurance,
indemnification or contribution;


 


(n)           all
licenses, permits, approvals and authorizations which have been issued by any
Governmental Authority;


 


(o)           cash
or cash equivalents, bank accounts, lock boxes and other deposit arrangements;
and


 


(p)           interest
rate, currency, commodity or other swap, collar, cap or other hedging or
similar agreements or arrangements.


 


“Brookfield” means Brookfield Life Assurance
Company Limited, a Bermuda insurance company.


 


“Business Day” means a day other than a
Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by Law to close. 
Any event the scheduled occurrence of which would fall on a day that is
not a Business Day shall be deferred until the next succeeding Business Day.


 


“Business Services Agreement” means the
Business Services Agreement substantially in the form attached hereto as Exhibit
BB, to be entered into by and between UFLIC and GNA.


 


“Capital Maintenance Agreement” means the
Capital Maintenance Agreement dated as of January 1, 2004 and attached as Exhibit
U, between GECC and UFLIC.


 


“Class A Common Stock” means the class A common
stock, $0.001 par value per share, of Genworth.


 


“Class B Common Stock” means the class B common
stock, $0.001 par value per share, of Genworth.


 


“Code” means the Internal Revenue Code of 1986,
as amended.


 


4

















 


“Concurrent Offerings” means the registered
public offerings by GEFAHI of Genworth Equity Units and Series A Preferred
Stock, each such offering to be made concurrently with the Initial Public
Offering.


 


“Consents” means any consent, waiver or
approval from, or notification requirement to, any third parties.


 


“Corporate Reporting Data” means the Corporate
Data Repository (CDR) submissions and data requirements, the Data Request (DR)
and Web Reporting Interface (WRI) submissions and data requirements, and the
Management’s Discussion and Analysis (MD&A) and Annual Report (A/R)
submissions and data requirements, as set forth in detail on Schedules 4.1
and 4.2(a) and (b).


 


“Debt Registration Statement” means the
registration statement on Form S-1 filed under the Securities Act pursuant to
which the Genworth Senior Notes will be registered.


 


“Debt Release Agreement” means (i) the Debt
Release Agreement, dated May 20, 2004, by and between GE Insurance Holdings
Limited and GEFA UK Holdings Limited attached hereto as Exhibit QQ-1,
and (ii) the Debt Release Agreement, dated May 20, 2004, by and between GE
Insurance Holdings Limited and GEFA International Holdings, Inc. attached
hereto as Exhibit QQ-2.


 


“Delayed Transfer Assets” means any Genworth
Assets that are expressly provided in this Agreement or any Transaction
Document to be transferred after the Closing Date.


 


“Delayed Transfer Legal Entities” means
Financial Assurance Company Limited, Financial Insurance Company Limited,
Consolidated Insurance Group Limited, GE Financial Assurance Compania de
Seguros y Reaseguros de Vida SA and GE Financial Insurance Compania de Seguros
y Reaseguros SA.


 


“Delayed Transfer Liabilities” means any
Genworth Liabilities that are expressly provided in this Agreement or any
Transaction Document to be assumed after the Closing Date.


 


“Derivatives Management Services Agreement”
means the Derivatives Management Services Agreement in substantially the form
attached hereto as Exhibit O, to be entered into by and among GELAAC,
FHL, First Colony, GECA, Genworth, GNA and GECC.


 


“Employee Matters Agreement” means the Employee
Matters Agreement in substantially the form attached hereto as Exhibit D,
to be entered into by and between GE, GECC, GEI, GEFAHI and Genworth.


 


“Equity Units Registration Statement” means the
registration statement on Form S-1 filed under the Securities Act (No.
333-115019) pursuant to which the Genworth Equity Units issued to GEFAHI and
sold by GEFAHI will be registered.


 


5

















 


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


 


“European Creditor Business” means the business
of those entities set forth in Schedule 2.9 of this Agreement and
the payment protection business of Vie Plus S.A.


 


“European Transition Services Agreement” means
the Transitional Services Agreement in substantially the form attached hereto
as Exhibit H, to be entered into by and between Financial Insurance
Group Services Limited and GE Life Services Limited.


 


“Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the SEC
thereunder, all as the same shall be in effect at the time that reference is
made thereto.


 


“Excluded Employee Liabilities” shall have the
meaning set forth in the Employee Matters Agreement.


 


“FACL” means Financial Assurance Company Limited.


 


“FACL Bonds” means the
products known as the guaranteed equity bonds, the guaranteed bonds, the
flexible term guaranteed bonds, the investment bonds, the flexible access
bonds, the individual non-creditor term assurances and structured settlements
issued by FACL to certain policyholders in the United Kingdom including any and
all rights, obligations and liabilities of FACL under all contracts entered
into with any policyholders of FACL in respect of such products.


 


“FACL Fall-back Stock
Transfer Agreement” means the Stock Transfer Agreement in substantially the
form attached hereto as Exhibit GG to be entered into by and between GE
Insurance Holdings Limited and GEFA UK Holdings Limited as and when
contemplated by Section 3.9.


 


“FACL Reinsurance Agreement” means the
Reinsurance Agreement, dated April 21, 2004, by and between FACL and
Viking as attached as Exhibit FF.


 


“FHL” means Federal Home Life Insurance
Company, a Virginia insurance company.


 


“FICL” means Financial Insurance Company
Limited.


 


“FICL Agreement” means the FICL Agreement,
dated May 18, 2004, by and between FICL and FACL.


 


“FICL Reinsurance Agreement” means the
Reinsurance Agreement, dated April 21, 2004, by and between Financial
Insurance Company Limited and Viking as attached as Exhibit HH.


 


6

















 


“FINCL” means Financial
New Life Company Limited.


 


“Financial Closing Date” means, as to each
fiscal quarterly or annual period of any member of the Genworth Group, the last
Saturday in such fiscal period.


 


“Firm Public Offering Shares” means the Class A
Common Stock sold in the Initial Public Offering, other than Class A Common
Stock sold as a result of exercise of the Over-Allotment Option by the
Underwriters, and the Series A Preferred Stock sold in a Concurrent Offering.


 


“First Colony” means First Colony Life
Insurance Company, a Virginia insurance company.


 


“Force Majeure” means, with respect to a party,
an event beyond the control of such party (or any Person acting on its behalf),
which by its nature could not have been foreseen by such party (or such
Person), or, if it could have been foreseen, was unavoidable, and includes,
without limitation, acts of God, storms, floods, riots, fires, sabotage, civil
commotion or civil unrest, interference by civil or military authorities, acts
of war (declared or undeclared) or armed hostilities or other national or
international calamity or one or more acts of terrorism or failure of energy
sources.


 


“FP&A Reports” means the SRO data
requirements, the Session I and Session II data requirements and the Op Plan
data requirements, as set forth in detail on Schedule 4.3.


 


“Framework Agreement” means the Framework
Agreement between GEFA International Holdings, Inc. and GECC, in substantially
the form attached hereto as Exhibit Q.


 


“French Reinsurance Agreement” means the
Reinsurance Agreement, dated May 19, 2004, by and between Vie Plus S.A. and RD
Plus S.A. as attached as Exhibit JJ.


 


“French Transfer Agreement” means the Business
Transfer Agreement in substantially the form attached hereto as Exhibit T
to be entered into by and between Vie Plus S.A. and Financial New Life Company
Limited.


 


“French Transfer Plan” means the Agreement on
Transfer of a Portfolio of Insurance Contracts in substantially the form
attached as Exhibit N to be entered into by and between Vie Plus S.A.
and FINCL.


 


“GAAP” means United States generally accepted
accounting principles.


 


“GE Group” means GE and each Person (other than
any member of the Genworth Group) that is an Affiliate of GE immediately after
the Closing.


 


“GE Life” means the
GEIH Group (as defined in the European Transition Services Agreement).


 


7

















 


“GE Life Report” means
the report (in the format agreed in advance by the parties) prepared by GE Life
Limited identifying all FACL Bonds that are, as of the date of such report and
according to the records (whether such record is in electronic, paper or other
format) of GE Life or GE Capital International Services, either not matured,
cancelled or terminated or if matured, cancelled or terminated for which any
amounts are outstanding, due to be paid or in the process of being paid.


 


“GECA” means General Electric Capital Assurance
Company, a Delaware insurance company.


 


“GECLANY” means GE Capital Life Assurance
Company of New York, a New York insurance company.


 


“GEFA” means the GE Financial Assurance
operating unit within GE Capital.


 


“GELAAC” means GE Life and Annuity Assurance
Company, a Virginia insurance company.


 


“Genworth Balance Sheet” means Genworth’s
unaudited Pro Forma Combined Statement of Financial Position as of
December 31, 2003 included in the IPO Registration Statement.


 


“Genworth Bridge Loan” means the 180-day loan
to be obtained by Genworth in the amount of $2.4 billion, the proceeds of which
will be used to repay the Genworth Promissory Note.


 


“Genworth Business” means the businesses of (a)
the members of the Genworth Group; (b) GEFAHI; (c) the Delayed Transfer Legal
Entities and (d) those terminated, divested or discontinued businesses of the
members of Genworth Group, other than those listed on Schedule 1.1.


 


“Genworth Common Stock” means the Class A
Common Stock and the Class B Common Stock.


 


“Genworth Contingent Note” means the $550
million Subordinated Contingent Promissory Note payable by Genworth to GEFAHI,
in the form attached hereto as Exhibit CC.


 


“Genworth Contracts” means the following
contracts and agreements to which GE or any of its Affiliates is a party or by
which GE or any of its Affiliates or any of their respective Assets is bound,
whether or not in writing, except for any such contract or agreement that is
contemplated to be retained by GE or any member of the GE Group pursuant to any
provision of this Agreement or any Transaction Document:


 


(a)           any
supply or vendor contracts or agreements listed or described on Schedule 1.1(a)
(or the applicable licenses, leases, addendums and similar arrangements
thereunder as described on Schedule 1.1(a));


 


8

















 


(b)           any
contract or agreement (or the applicable licenses, leases, addendums and
similar arrangements thereunder as described on Schedule 1.1(b))
entered into in the name of GEFAHI that is not listed on Schedule 1.1(b);


 


(c)           any
contract or agreement entered into in the name of, or expressly on behalf of,
any division, business unit or member of the Genworth Group;


 


(d)           any
contract or agreement, including any joint venture agreement, that relates
primarily to the Genworth Business;


 


(e)           the
contracts, agreements and other documents listed or described on Schedule 1.1(e)
(or the applicable licenses, leases, addendums and similar arrangements
thereunder as described on Schedule 1.1(e));


 


(f)            any
guarantee, indemnity, representation, warranty or other Liability of any member
of the Genworth Group or the GE Group in respect of (i) any other Genworth
Contract, (ii) any Genworth Liability or (iii) the Genworth Business; and


 


(g)           any
contract or agreement that is otherwise expressly contemplated pursuant to this
Agreement or any of the Transaction Documents to be assigned to Genworth or any
member of the Genworth Group.


 


“Genworth Credit Facilities” means the 364-day
and five-year revolving credit facilities in the aggregate amount of $2 billion
obtained or to be obtained by Genworth.


 


“Genworth Equity Units” means $600 million in
aggregate amount of Equity Units to be sold by GEFAHI.


 


“Genworth Group” means Genworth, each
Subsidiary of Genworth immediately after the Closing and each other Person that
is either controlled directly or indirectly by Genworth immediately after the
Closing; provided, that any Delayed Transfer Asset that is transferred
to Genworth at any time following the Closing shall, to the extent applicable,
and from and after the date of such transfer, be considered part of the
Genworth Group for all purposes of this Agreement.


 


“Genworth Promissory Note” means the $2.4
billion Promissory Note payable by Genworth to GEFAHI, in the form attached
hereto as Exhibit DD.


 


“Genworth Senior Notes” means approximately
$1.9 billion aggregate principal amount of senior notes to be issued by
Genworth, the proceeds of which will be used to repay approximately $1.9
billion of the Genworth Bridge Loan.


 


“GNA” means GNA Corporation.


 


“Governmental Approvals” means any notice,
report or other filing to be made with, or any consent, registration, approval,
permit or authorization to be obtained from, any Governmental Authority.


 


9

















 


“Governmental Authority”  means any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government, including any governmental authority, agency, department, board,
commission or instrumentality whether federal, state, local or foreign (or any
political subdivision thereof), and any tribunal, court or arbitrator(s) of
competent jurisdiction.


 


“Group” means the GE Group or the Genworth Group,
as the context requires.


 


“Historic FACL Bonds”
means FACL Bonds other than Active FACL Bonds.


 


“Information” means information, whether or not
patentable or copyrightable, in written, oral, electronic or other tangible or
intangible forms, stored in any medium, including studies, reports, records,
books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how,
techniques, designs, specifications, drawings, blueprints, diagrams, models,
prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes,
computer programs or other software, marketing plans, customer names,
communications by or to attorneys (including attorney-client privileged
communications), memoranda and other materials prepared by attorneys or under
their direction (including attorney work product), and other technical,
financial, employee or business information or data.


 


“Initial Public Offering” means the initial
public offering of the Class A Common Stock.


 


“Insurance Policies” means the insurance policies
written by insurance carriers, including those affiliated with GE and any
self-insurance arrangements, pursuant to which Genworth or one or more of its
Subsidiaries (or their respective officers or directors) will be insured
parties after the Closing Date.


 


“Insurance Proceeds” means those monies: (a)
received by an insured from an insurance carrier; (b) paid by an insurance
carrier on behalf of the insured; or (c) received (including by way of set off)
from any third party in the nature of insurance, contribution or
indemnification in respect of any Liability; in any such case net of any
applicable premium adjustments (including reserves and retrospectively rated
premium adjustments) and net of any costs or expenses incurred in the
collection thereof.


 


“Intellectual Property Cross License Agreement”
means the Intellectual Property Cross License Agreement in substantially the
form attached hereto as Exhibit F, to be entered into by and between GE
and Genworth.


 


“International Tax Matters Agreements” means (i)
the Canadian Tax Matters Agreement in substantially the form attached hereto as
Exhibit II-1, to be entered into by and among GE, GECC, GECMIC Holdings
Inc., GE Capital Mortgage Insurance Company (Canada) and Genworth, (ii) the
European Tax Matters Agreement in substantially the form attached hereto as Exhibit
II-2, to be entered into by and among GE, GECC, IGE USA Investments,
Consolidated Insurance Holdings Limited, FACL,


 


10

















 


Financial
Insurance Group Services Company Limited, GE Capital SAS, GEFA International
Holdings, Inc., UK Group Holding Company Limited, Genworth and GEFA UK
Holdings, (iii) the Taxation Management Agreement in substantially the form
attached hereto as Exhibit II-3, to be entered into by and among
Genworth, GECC and GE and (iv) the Taxation Management (Stub Period Payments)
Agreement in substantially the form attached hereto as Exhibit II-4, to
be entered into by and among GE Capital Australia, GE Mortgage Insurance
Company Pty Limited, Genworth, GECC and GE.


 


“Investment Management Agreements” means (i)
the Amended and Restated Investment Management and Services Agreements in
substantially the form attached hereto as Exhibit I, to be entered into between
GE Asset Management Incorporated and certain members of the Genworth Group,
(ii) the Investment Management and Services Agreement to be entered into by and
among GE Asset Management Incorporated, GNA, Capital Brokerage Corporation, GE
Group Administrators, Inc. and IFN Insurance Agency, Inc., (iii) the Investment
Management Agreements in substantially the form attached hereto as Exhibit I to
be entered into by and among GE Asset Management Limited and each of Financial
Assurance Company Limited, Financial Insurance Company Limited, GE Mortgage
Insurance Limited, RD Plus S.A., Vie Plus S.A., Financial Insurance Guernsey
PCC Limited, GE Financial Assurance Compania de Seguros y Reaseguros de Vida SA
and GE Financial Insurance Compania de Seguros y Reaseguros SA. and (iv) the
Investment Adviser and Services Agreements between Genworth Financial Asset
Management, LLC and GE Asset Management Incorporated or GE Asset Management
Limited, as applicable.


 


“IP Application” means any application for the
registration, acquisition or perfection of intellectual property rights,
including patent applications, copyright applications and trademark
applications.


 


“IPO Registration Statement” means the
registration statement on Form S-1 filed under the Securities Act (No.
333-112009) pursuant to which the Genworth Common Stock to be issued to GEFAHI
and sold by GEFAHI in the Initial Public Offering will be registered.


 


“IRS” means the United States Internal Revenue
Service.


 


“JLIC” means Jamestown Life Insurance Company.


 


“JLIC Recapture Agreement” means the Recapture
Agreement, effective as of January 1, 2004 and 
attached as Exhibit V, entered into by and between Jamestown Life
Insurance Company and GECA.


 


“Law” means any federal, state, local or
foreign law (including common law), statute, code, ordinance, rule, regulation
or other requirement enacted, promulgated, issued or entered by a Governmental
Authority.


 


“Liabilities” means any debt, loss, damage,
adverse claim, liability or obligation of any Person (whether direct or
indirect, known or unknown, asserted or


 


11

















 


unasserted,
absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or
due or to become due, and whether in contract, tort, strict liability or
otherwise), and including all costs and expenses relating thereto.


 


“Liability and Portfolio Management Agreements”
means the Liability and Portfolio Management Agreements in substantially the
forms attached hereto as Exhibit K by and between (1) Trinity Plus
Funding Company, LLC and Genworth Financial Asset Management, LLC, (2) Trinity
Funding Company, LLC and Genworth Financial Asset Management, LLC and (3) FGIC
Capital Market Services, Inc., Genworth Financial Asset Management, LLC and
GECC.


 


“Licensed Marks” shall have the meaning specified
in the Transition Trademark Agreement.


 


“Long-Term Care Retrocession Agreements” means
the Retrocession Agreements dated as of April 15, 2004 and attached hereto as Exhibit
W, entered into by and between UFLIC, on the one hand, and each of GECA and
GECLANY, on the other hand.


 


“Medicare Supplement Reinsurance Agreement”
means the Coinsurance Agreement dated as of April 15, 2004 and attached hereto
as Exhibit X, entered into by and between UFLIC and FHL.


 


“Mortgage Services  Agreement” means the
Mortgage Services Agreement substantially in the form attached hereto as Exhibit
R to be entered into by and between GE Mortgage Services, LLC, GE Mortgage
Holdings LLC, GE Mortgage Contract Services Inc. and Genworth.


 


“Outsourcing Services Separation Agreement”
means the Outsourcing Services Separation Agreement in substantially the form
attached hereto as Exhibit G, to be entered into by and among GE, GECC,
GE Capital International Services and Genworth.


 


“Over-Allotment Option” means the
over-allotment option that may be exercised by the underwriters of the Initial
Public Offering pursuant to the Underwriting Agreement relating to the Initial
Public Offering.


 


“Person” means any individual, corporation,
partnership, firm, joint venture, association, joint-stock company, trust,
unincorporated organization, Governmental Authority or other entity.


 


“Plan of Divestiture” means the plan of
divestiture adopted by the board of directors of GECC attached hereto as Exhibit
EE.


 


“Pre-Closing Documents” means the FICL Agreement,
the Debt Release Agreements, the FACL Reinsurance Agreement, the FICL
Reinsurance Agreement and the French Reinsurance Agreement.


 


12

















 


“Prospectus” means the prospectus or
prospectuses included in any of the Registration Statements, as amended or
supplemented by any prospectus supplement and by all other amendments and
supplements to any such prospectus, including post-effective amendments and all
material incorporated by reference in such prospectus or prospectuses.


 


“Registration Rights Agreement” means the
Registration Rights Agreement in substantially the form attached hereto as Exhibit
B, to be entered into by and between GEFAHI and Genworth.


 


“Registration Statements” means the IPO
Registration Statement, the Equity Units Registration Statement, the Series A
Preferred Stock Registration Statement and the Debt Registration Statement,
including in each case the Prospectus related thereto, amendments and
supplements to any such Registration Statement, including post-effective
amendments, all exhibits and all materials incorporated by reference in any
such Registration Statement and Prospectus.


 


“Reinsurance Agreements” means the Long-Term
Care Retrocession Agreements, the Structured Settlement Annuity Reinsurance
Agreements, the Variable Annuity Reinsurance Agreements, and the Medicare
Supplement Reinsurance Agreement.


 


“Restricted Marks” means the Licensed Marks and
the name “General Electric.”


 


“SEC” means the Securities and Exchange
Commission.


 


“Securities Act” means the Securities Act of
1933, as amended.


 


“Security Interest” means any mortgage,
security interest, pledge, lien, charge, claim, option, right to acquire,
voting or other restriction, right-of-way, covenant, condition, easement, encroachment,
restriction on transfer, or other encumbrance of any nature whatsoever.


 


“Separation” means the transfer of the Genworth
Assets to Genworth and its Subsidiaries and the assumption by Genworth and its
Subsidiaries of the Genworth Liabilities, and the transfer of certain Excluded
Assets to GE and its Subsidiaries and the assumption by GE and its Subsidiaries
of certain Excluded Liabilities, all as more fully described in this Agreement
and the Transaction Documents.


 


“Series A Preferred Stock” means the series A
cumulative preferred stock, $.001 par value per share, of Genworth.


 


“Series A Preferred Stock Registration Statement”
means the registration statement on Form S-1 filed under the Securities Act
(No. 333-115018) pursuant to which the Series A Preferred Stock issued to
GEFAHI and sold by GEFAHI will be registered.


 


13

















 


“Structured Settlement Annuity Reinsurance
Agreements” means the Coinsurance Agreements dated as of April 15, 2004 and
attached as Exhibit Y hereto, entered into by and between UFLIC, on the
one hand, and each of First Colony, FHL, GELAAC, GECA, GECLANY and AML, on the
other hand.


 


“Subsidiary” or “subsidiary” means, with
respect to any Person, any corporation, limited liability company, joint
venture or partnership of which such Person (a) beneficially owns, either
directly or indirectly, more than fifty percent (50%) of (i) the total combined
voting power of all classes of voting securities of such entity, (ii) the total
combined equity interests, or (iii) the capital or profit interests, in the
case of a partnership; or (b) otherwise has the power to vote, either directly
or indirectly, sufficient securities to elect a majority of the board of
directors or similar governing body.


 


“Tax” 
means all federal, state, provincial, territorial, municipal, local or
foreign income, profits, franchise, gross receipts, environmental (including
taxes under Code Section 59A), customs, duties, net worth, sales, use,
goods and services, withholding, value added, ad
valorem, employment, social security, disability, occupation,
pension, real property, personal property (tangible and intangible), stamp,
transfer, conveyance, severance, production, excise, premium, retaliatory and other taxes, withholdings, duties,
levies, imposts, guarantee fund assessments and other similar charges and
assessments (including any and all fines, penalties and additions attributable
to or otherwise imposed on or with respect to any such taxes, charges, fees,
levies or other assessments, and interest thereon) imposed by or on behalf of
any Taxing Authority, in each case whether such Tax arises by Law, contract,
agreement or otherwise.


 


“Tax Returns” means any report, return,
declaration, claim for refund, information report or return or statement
required to be supplied to a Taxing Authority in connection with Taxes,
including any schedule or attachment thereto or amendment thereof.


 


“Taxing Authority” means any Governmental
Authority exercising any authority to impose, regulate, levy, assess or
administer the imposition of any Tax.


 


“Tax Matters Agreement” means the Tax Matters
Agreement, in substantially the form attached hereto as Exhibit C, to be
entered into by and among GE, GECC, GEI, GEFAHI and Genworth.


 


“Transactions” means, collectively, (i) the
Separation, (ii) the Initial Public Offering and the Concurrent Offerings and
(iii) all other transactions contemplated by this Agreement or any Transaction
Document.


 


“Transition Services Agreement” means the
Transition Services Agreement in substantially the form attached hereto as Exhibit
A, to be entered into by and among GE, GECC, GEI, GEFAHI, GNA, GE Asset
Management Incorporated, Genworth and GE Mortgage Holdings LLC.


 


14

















 


“Transitional Trademark License Agreement”
means the Transitional Trademark License Agreement in substantially the form
attached hereto as Exhibit E, to be entered into by and between GE
Capital Registry, Inc. and Genworth.


 


“Trigger Date” means the first date on which
members of the GE Group cease to beneficially own (excluding for such purposes
shares of Genworth Common Stock beneficially owned by GE but not for its own
account, including (in such exclusion) beneficial ownership which arises by
virtue of some entity that is an Affiliate of GE being a sponsor of or advisor
to a mutual or similar fund that beneficially owns shares of Genworth Common
Stock) more than fifty percent (50%) of the outstanding Genworth Common Stock.


 


“Trust Agreements” means the (i) Trust
Agreements, dated as of April 15, 2004 and attached hereto as Exhibit AA,
entered into by and among UFLIC and The Bank of New York, as trustee, on the
one hand, and each of AML, First Colony, FHL, GELAAC, GECA, and GECLANY and
(ii) the Trust Agreement entered into by and among FHL and The Bank of New
York, as Trustee, and UFLIC.


 


“UFLIC” means Union Fidelity Life Insurance
Company, an Illinois insurance company.


 


“UFLIC On April 15, 2004 Agreements” means the
Recapture Agreement (and related letter agreement regarding waiver of recapture
fee) entered into on April 15, 2004 by and between GELAAC and UFLIC, the
Recapture Agreement (and related letter agreement regarding waiver of recapture
fee) entered into on April 15, 2004 by and between GECLANY and UFLIC and the
Administrative Services Agreement, effective as of April 1, 2004 entered into
by and between UFLIC and First Colony.


 


“UFLIC ESG Services Agreement” means the
Administrative Services Agreement in substantially the form attached as Exhibit
S, to be entered into by and between UFLIC and GE Group Life Assurance
Company.


 


“UK Transfer Date”
means the earlier of (i) the date on which the Assets and Liabilities of FACL
are transferred to FINCL pursuant to the UK Transfer Plan and (ii) the date on
which all the shares of FACL are transferred to Genworth under the FACL
Fall-back Stock Transfer Agreement.


 


“UK Transfer Plan” means the Scheme for the
Transfer to Financial New Life Company Limited of the insurance business of
Financial Assurance Company Limited in substantially the form attached hereto
as Exhibit M.


 


“Underwriters” means the managing underwriters
for the Initial Public Offering and the Concurrent Offerings.


 


“Underwriting Agreements” means the
Underwriting Agreements to be entered into by and among GEFAHI, Genworth and
the Underwriters in connection with the offering of Genworth Common Stock by
GEFAHI in the Initial Public Offering and


 


15

















 


the offering of
Series A Preferred Stock and Equity Units by GEFAHI in the Concurrent
Offerings.


 


“Variable Annuity Reinsurance Agreements” means
the Reinsurance Agreements, dated as of April 15, 2004 and attached hereto as Exhibit
Z, entered into by and between UFLIC, on the one hand, and each of GELAAC
and GECLANY, on the other hand.


 


“Viking” means Viking Insurance Company Ltd., a
Bermuda corporation.


 


“Viking Agreement” means the Agreement
Regarding Continued Reinsurance of Insurance Products in substantially the form
attached hereto as Exhibit J, to be entered into between GECC and
Viking.


 


“Viking Stock Purchase Agreement” means the
Stock Purchase Agreement in substantially the form attached hereto as Exhibit
NN, to be entered into between GELCO Corporation and GEFAHI.


 


1.2           Other Terms. 
For purposes of this Agreement, the following terms have the meanings
set forth in the sections indicated.


 


	
  Term

  	
   

  	
  Section

  
	
  After-Tax Basis

  	
   

  	
  5.6(c)

  
	
  Agreement

  	
   

  	
  Recitals

  
	
  Annual
  Deductible

  	
   

  	
  2.10(e)(iv)

  
	
  Charter

  	
   

  	
  3.4

  
	
  Closing

  	
   

  	
  3.1

  
	
  Closing Date

  	
   

  	
  3.1

  
	
  CPR

  	
   

  	
  7.3

  
	
  CPR Arbitration
  Rules

  	
   

  	
  7.4(a)

  
	
  Dispute

  	
   

  	
  7.1(a)

  
	
  Excluded Assets

  	
   

  	
  2.2(b)

  
	
  Excluded
  Liabilities

  	
   

  	
  2.3(b)

  
	
  FACL Bonds
  Reinsurance

  	
   

  	
  2.10(a)

  
	
  GE

  	
   

  	
  Recitals

  
	
  GE Annual
  Statements

  	
   

  	
  4.7

  
	
  GE Auditors

  	
   

  	
  4.7(a)

  
	
  GE Confidential
  Information

  	
   

  	
  6.2(b)

  
	
  GE Guarantees

  	
   

  	
  2.4(b)(iii)

  
	
  GE Indemnified
  Parties

  	
   

  	
  5.2

  
	
  GE Parties

  	
   

  	
  Recitals

  
	
  GE Policies

  	
   

  	
  6.15

  
	
  GE Public
  Filings

  	
   

  	
  4.6

  
	
  GE Transfer
  Documents

  	
   

  	
  3.5

  
	
  GECC

  	
   

  	
  Recitals

  
	
  GEI

  	
   

  	
  Recitals

  
	
  GEFAHI

  	
   

  	
  Recitals

  



 


16

















 


	
  Term

  	
   

  	
  Section

  
	
  Genworth

  	
   

  	
  Recitals

  
	
  Genworth Assets

  	
   

  	
  2.2(a)

  
	
  Genworth
  Auditors

  	
   

  	
  4.7(a)

  
	
  Genworth
  Confidential Information

  	
   

  	
  6.2(a)

  
	
  Genworth
  Indemnified Parties

  	
   

  	
  5.3

  
	
  Genworth
  Information

  	
   

  	
  4.5(g)

  
	
  Genworth
  Liabilities

  	
   

  	
  2.3(a)

  
	
  Genworth Public
  Documents

  	
   

  	
  4.5(e)

  
	
  Genworth
  Transfer Documents

  	
   

  	
  3.6(a)(iii)

  
	
  Indemnified
  Party

  	
   

  	
  5.6(a)

  
	
  Indemnifying
  Party

  	
   

  	
  5.6(a)

  
	
  Indemnity
  Payment

  	
   

  	
  5.6(a)

  
	
  Initial Notice

  	
   

  	
  7.2

  
	
  Omitted Bond

  	
   

  	
  2.10(d)

  
	
  Pre-Closing
  Transfer Documents

  	
   

  	
  3.2(a)

  
	
  Privilege

  	
   

  	
  4.17

  
	
  Registration
  Indemnified Parties

  	
   

  	
  5.4(a)

  
	
  Reinsurance-Related
  Documents

  	
   

  	
  3.2(a)

  
	
  Representatives

  	
   

  	
  6.2(a)

  
	
  Response

  	
   

  	
  7.2

  
	
  Tax Agreements

  	
   

  	
  3.10(a)

  
	
  Third Party
  Claim

  	
   

  	
  5.7(a)

  
	
  Transaction Documents

  	
   

  	
  3.3(b)

  
	
  Transfer
  Documents

  	
   

  	
  3.6(a)(iii)

  



 


ARTICLE II


 


THE SEPARATION


 


2.1           Transfer of Assets; Assumption of
Liabilities; Consideration.


 


(a)         Subject
to Section 3.8, immediately following the execution and delivery of
the Underwriting Agreements by each of the parties thereto, in accordance with
the plan and structure set forth on Schedule 2.1(a):


 


(i)            GE
shall, and shall cause its applicable Subsidiaries to, contribute, assign,
transfer, convey and deliver to Genworth or certain of its Subsidiaries
designated by Genworth, and Genworth or such Subsidiaries shall accept from GE
and its applicable Subsidiaries, all of GE’s and such Subsidiaries’ respective
rights, titles and interests in and to all Genworth Assets, other than the
Delayed Transfer Assets;


 


(ii)           Genworth
and certain of its Subsidiaries designated by Genworth, shall accept, assume
and agree faithfully to perform, discharge and fulfill all the Genworth
Liabilities, other than the Delayed Transfer Liabilities, in accordance with
their respective terms.  Genworth and
such Subsidiaries shall be responsible for all


 


17

















 


Genworth
Liabilities, regardless of when or where such Genworth Liabilities arose or
arise, or whether the facts on which they are based occurred prior to or
subsequent to the Closing Date, regardless of where or against whom such
Genworth Liabilities are asserted or determined (including any Genworth
Liabilities arising out of claims made by GE’s or Genworth’s respective
directors, officers, employees, agents, Subsidiaries or Affiliates against any
member of the GE Group or the Genworth Group) or whether asserted or determined
prior to the date hereof, and, except as set forth in Section 2.3(b)(v),
regardless of whether arising from or alleged to arise from negligence,
recklessness, violation of Law, fraud or misrepresentation by any member of the
GE Group or the Genworth Group, or any of their respective directors, officers,
employees, agents, Subsidiaries or Affiliates; and


 


(iii)          Genworth shall issue to GEFAHI (A)
489,527,145 shares of Class B Common Stock, (B) 2,000,000 shares of Series A
Preferred Stock, (C) the Genworth Promissory Note, (D) the Genworth Contingent
Note and (E) the Genworth Equity Units.


 


(b)        Each
of the parties hereto agrees that the Delayed Transfer Assets will be
contributed, assigned, transferred, conveyed and delivered, and the Delayed
Transfer Liabilities will be accepted and assumed, in accordance with the terms
of the applicable Transaction Documents or as otherwise set forth on Schedule 2.1(b).  Following such contribution, assignment,
transfer, conveyance and delivery of any Delayed Transfer Asset, or the
acceptance and assumption of any Delayed Transfer Liability, the applicable
Delayed Transfer Asset or Delayed Transfer Liability shall be treated for all
purposes of this Agreement and the Transaction Documents as a Genworth Asset or
a Genworth Liability, as the case may be.


 


(c)         If
at any time or from time to time (whether prior to or after the Closing Date),
any party hereto (or any member of such party’s respective Group), shall
receive or otherwise possess any Asset that is allocated to any other Person
pursuant to this Agreement or any Transaction Document, such party shall
promptly transfer, or cause to be transferred, such Asset to the Person so
entitled thereto.  Prior to any such
transfer, the Person receiving or possessing such Asset shall hold such Asset
in trust for any such other Person.


 


(d)        Genworth
hereby waives compliance by each member of the GE Group with the requirements
and provisions of the “bulk-sale” or “bulk-transfer” Laws of any jurisdiction
that may otherwise be applicable with respect to the transfer or sale of any or
all of the Genworth Assets to any member of the Genworth Group.


 


2.2           Genworth Assets.


 


(a)         For
purposes of this Agreement, “Genworth Assets” shall mean (without
duplication):


 


18

















 


(i)            the
Assets listed or described on Schedule 2.2(a)(i) and all other
Assets that are expressly provided by this Agreement or any Transaction
Document as Assets to be transferred to Genworth or any other member of the Genworth
Group;


 


(ii)           (A)
all Genworth Contracts, (B) all issued and outstanding capital stock or
membership or partnership interests of the Subsidiaries of GE listed on Schedule 2.2(a)(ii)(B),
and (C) the shares of capital stock of certain entities held by GE as listed on
Schedule 2.2(a)(ii)(C);


 


(iii)          subject to Section 6.3, any
rights of any member of the Genworth Group under any of the Insurance Policies,
including any rights thereunder arising after the Closing Date in respect of
any Insurance Policies;


 


(iv)          all
Assets reflected as Assets of Genworth and its Subsidiaries in the Genworth
Balance Sheet, subject to any dispositions of such Assets subsequent to the
date of the Genworth Balance Sheet; and


 


(v)           any
and all Assets owned or held immediately prior to the Closing Date by GE or any
of its Subsidiaries that are used primarily in the Genworth Business.  The intention of this clause (v) is only to
rectify any inadvertent omission of transfer or conveyance of any Assets that,
had the parties given specific consideration to such Asset as of the date
hereof, would have otherwise been classified as a Genworth Asset.  No Asset shall be deemed to be a Genworth
Asset solely as a result of this clause (v) if such Asset is within the
category or type of Asset expressly covered by the terms of a Transaction
Document unless the party claiming entitlement to such Asset can establish that
the omission of the transfer or conveyance of such Asset was inadvertent.  In addition, no Asset shall be deemed a
Genworth Asset solely as a result of this clause (v) unless a claim with
respect thereto is made by Genworth on or prior to the later of (A) the Trigger
Date and (B) the first anniversary of the Closing Date.


 


Notwithstanding
the foregoing, the Genworth Assets shall not in any event include the Excluded
Assets referred to in Section 2.2(b).


 


(b)        For
the purposes of this Agreement, “Excluded Assets” shall mean:


 


(i)            the
Assets listed or described on Schedule 2.2(b)(i);


 


(ii)           the
contracts and agreements listed or described on Schedule 2.2(b)(ii);
and


 


(iii)          any and all Assets that are expressly
contemplated by this Agreement or any Transaction Document as Assets to be
retained by a GE Party or any other member of the GE Group.


 


19

















 


2.3           Genworth Liabilities.


 


(a)         For
the purposes of this Agreement, “Genworth Liabilities” shall mean
(without duplication):


 


(i)            the
Liabilities listed or described on Schedule 2.3(a)(i) and all other
Liabilities that are expressly provided by this Agreement or any Transaction
Document as Liabilities to be assumed by Genworth or any other member of the
Genworth Group, and all agreements, obligations and Liabilities of Genworth or
any other member of the Genworth Group under this Agreement or any of the
Transaction Documents;


 


(ii)           all
Liabilities, including any employee-related Liabilities (other than Excluded
Employee Liabilities) relating to, arising out of or resulting from:


 


(A)          the
operation of the Genworth Business, as conducted at any time before, on or
after the Closing Date (including any Liability relating to, arising out of or
resulting from any act or failure to act by any director, officer, employee,
agent or representative (whether or not such act or failure to act is or was
within such Person’s authority));


 


(B)           the
operation of any business conducted by any member of the Genworth Group at any
time after the Closing Date (including any Liability relating to, arising out
of or resulting from any act or failure to act by any director, officer,
employee, agent or representative (whether or not such act or failure to act is
or was within such Person’s authority)); or


 


(C)           any
Genworth Assets (including any Genworth Contracts and any real property and
leasehold interests);


 


in any such case
whether arising before, on or after the Closing Date;


 


(iii)          all Liabilities reflected as liabilities or
obligations of Genworth or its Subsidiaries in the Genworth Balance Sheet,
subject to any discharge of such Liabilities subsequent to the date of the Genworth
Balance Sheet; and


 


(iv)          all
Liabilities arising out of claims made by GE’s or Genworth’s respective
directors, officers, employees, agents, Subsidiaries or Affiliates against any
member of the GE Group or the Genworth Group with respect to the Genworth
Business.


 


(b)        For
the purposes of this Agreement, “Excluded Liabilities” shall mean
(without duplication):


 


(i)            any
and all Liabilities that are expressly contemplated by this Agreement or any
Transaction Document as Liabilities to be retained or assumed by GE or any
other member of the GE Group (in each case other than Delayed Transfer
Liabilities), and all agreements and obligations of any member of the GE Group
under this Agreement or any of the Transaction Documents;


 


20

















 


(ii)           any
and all Liabilities of a member of the GE Group relating to, arising out of or
resulting from any Excluded Assets;


 


(iii)          the Excluded Employee Liabilities;


 


(iv)          the
Liabilities listed on Schedule 2.3(b)(iv); and


 


(v)           any
and all liabilities arising from a knowing violation of Law, fraud or
misrepresentation by any member of the GE Group (other than, for periods prior
to the Closing Date, GEFAHI or any Delayed Transfer Legal Entity) or any of
their respective directors, officers, employees or agents (other than any
individual who at the time of such act was acting in his or her capacity as a
director, officer, employee or agent of any member of the Genworth Group).


 


(c)         Any
Liabilities of any member of the GE Group not expressly referenced in Section 2.3(a)
above are Excluded Liabilities and all Excluded Liabilities shall not be
Genworth Liabilities.


 


2.4           Termination of Agreements.


 


(a)         Except
as set forth in Section 2.4(b), Genworth and each member of the
Genworth Group, on the one hand, and GE and each member of the GE Group, on the
other hand, hereby terminate any and all agreements, arrangements, commitments
or understandings, whether or not in writing, between or among Genworth or any
member of the Genworth Group, on the one hand, and GE or any member of the GE
Group, on the other hand, effective as of the Closing Date.  No such terminated agreement, arrangement,
commitment or understanding (including any provision thereof which purports to
survive termination) shall be of any further force or effect after the Closing
Date.  Each party shall, at the
reasonable request of any other party, take, or cause to be taken, such other
actions as may be necessary to effect the foregoing.


 


(b)        The
provisions of Section 2.4(a) shall not apply to any of the
following agreements, arrangements, commitments or understandings (or to any of
the provisions thereof):


 


(i)            this
Agreement and the Transaction Documents (and each other agreement or instrument
expressly contemplated by this Agreement or any Transaction Document to be
entered into or continued by any of the parties hereto or any of the members of
their respective Groups);


 


(ii)           except
to the extent redundant with any provision of or service provided under this
Agreement or any of the Transaction Documents (including any exhibits or
schedules thereto), the agreements, arrangements, commitments and
understandings listed or described on Schedule 2.4(b)(ii);


 


(iii)          the guarantees, indemnification obligations,
surety bonds and other credit support agreements, arrangements, commitments or
understandings listed or described on Schedule 2.4(b)(iii) (the “GE
Guarantees”);


 


21

















 


(iv)          any
agreements, arrangements, commitments or understandings to which any Person
other than the parties hereto and their respective Affiliates is a party (it
being understood that to the extent that the rights and obligations of the
parties and the members of their respective Groups under any such agreements,
arrangements, commitments or understandings constitute Genworth Assets or
Genworth Liabilities, they shall be assigned pursuant to Section 2.1);


 


(v)           any
accounts payable or accounts receivable between a member of the GE Group, on
the one hand, and a member of the Genworth Group, on the other hand, accrued as
of the Closing Date and reflected in the books and records of the parties or
otherwise documented in writing in accordance with past practices; provided,
however, that all trade accounts payable, trade accounts receivable and
intercompany loans must be settled within 90 days after the Closing Date except
as otherwise provided for in the Transaction Documents;


 


(vi)          any
agreements, arrangements, commitments or understandings to which any non-wholly
owned Subsidiary of GE or Genworth, as the case may be, is a party (it being
understood that directors’ qualifying shares or similar interests will be
disregarded for purposes of determining whether a Subsidiary is wholly owned);
and


 


(vii)         any other agreements, arrangements,
commitments or understandings that this Agreement or any Transaction Document
expressly contemplates will survive the Closing Date.


 


2.5           DISCLAIMER OF REPRESENTATIONS
AND WARRANTIES.  EACH OF
GE (ON BEHALF OF ITSELF AND EACH MEMBER OF THE GE GROUP) AND GENWORTH (ON
BEHALF OF ITSELF AND EACH MEMBER OF THE GENWORTH GROUP) UNDERSTANDS AND AGREES
THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY TRANSACTION DOCUMENT, NO
PARTY TO THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR
DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR OTHERWISE,
IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR
LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY
CONSENTS OR APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE
VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER
CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR
RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER
ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL
SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO
CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND
FILING HEREOF OR THEREOF.  EXCEPT AS MAY
EXPRESSLY BE SET FORTH HEREIN OR IN ANY TRANSACTION DOCUMENT, ALL SUCH ASSETS
ARE BEING TRANSFERRED


 


22

















 


ON AN “AS IS,”
“WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A
QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES
SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO
BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY
SECURITY INTEREST, AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS
ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED
WITH.


 


2.6           Governmental Approvals and
Consents; Delayed Transfer Assets and Liabilities.


 


(a)         To
the extent that the Separation requires any Governmental Approvals or Consents,
the parties will use their commercially reasonable efforts to obtain such
Governmental Approvals and Consents; provided, however, that
neither GE nor Genworth shall be obligated to contribute capital in any form to
any entity in order to obtain such Governmental Approvals and Consents.


 


(b)        If
and to the extent that the valid, complete and perfected transfer or assignment
to the Genworth Group of any Genworth Assets or the assumption by the Genworth
Group of any Genworth Liabilities would be a violation of applicable Law or
require any Consent or Governmental Approval in connection with the Separation,
or the Initial Public Offering, then, unless the parties hereto mutually shall
otherwise determine, the transfer or assignment to the Genworth Group of such
Genworth Assets or the assumption by the Genworth Group of such Genworth
Liabilities shall be automatically deemed deferred and any such purported
transfer, assignment or assumption shall be null and void until such time as
all legal impediments are removed or such Consents or Governmental Approvals
have been obtained.  Any such Liability
shall be deemed a Delayed Transfer Liability. 
Any such Asset shall be deemed (i) a Delayed Transfer Asset and, (ii)
notwithstanding the foregoing, a Genworth Asset for purposes of determining
whether any Liability is a Genworth Liability.


 


(c)         If
any transfer or assignment of any Genworth Asset intended to be transferred or
assigned hereunder or any assumption of any Genworth Liability intended to be
assumed by Genworth hereunder (including without limitation all Assets and
Liabilities of FACL intended to be transferred to or assumed by FINCL pursuant
to the UK Transfer Plan and all Assets and Liabilities of Vie Plus SA intended
to be transferred to or assumed by members of the Genworth Group pursuant to
the French Transfer Agreement or French Transfer Plan) is not consummated on
the Closing Date, whether as a result of the provisions of Section 2.6(b)
or for any other reason, then, insofar as reasonably possible, (i) the Person
retaining such Genworth Asset shall thereafter hold such Genworth Asset for the
use and benefit of the Person entitled thereto (at the expense of the Person
entitled thereto) and (ii) Genworth shall, or shall cause its applicable
Subsidiary to, pay or reimburse the Person retaining such Genworth Liability
for all amounts paid or incurred in connection with such Genworth
Liability.  In addition, the Person
retaining such Genworth Asset shall, insofar as reasonably possible and to the
extent permitted by applicable Law, treat such Asset in the ordinary


 


23

















 


course of business
in accordance with past practice and take such other actions as may be
reasonably requested by the Person to whom such Genworth Asset is to be
transferred in order to place such Person in the same position as if such
Genworth Asset had been transferred as contemplated hereby and so that all the
benefits and burdens relating to such Genworth Asset, including possession,
use, risk of loss, potential for gain, and dominion, control and command over
such Genworth Asset, is to inure from and after the Closing Date to the
Genworth Group.


 


(d)        If
and when the Consents and Governmental Approvals, the absence of which caused
the deferral of transfer of any Genworth Asset or the deferral of assumption of
any Genworth Liability pursuant to Section 2.6(b), are obtained,
the transfer or assignment of the applicable Genworth Asset or Genworth
Liability shall be effected in accordance with the terms of this Agreement
and/or the applicable Transaction Document.


 


(e)         The
Person retaining an Asset or Liability due to the deferral of the transfer of
such Asset or the deferral of the assumption of such Liability shall not be
obligated, in connection with the foregoing, to expend any money unless the
necessary funds are advanced (or otherwise made available) by the Person
entitled to the Asset or the Person intended to be subject to the Liability,
other than reasonable out-of-pocket expenses, attorneys’ fees and recording or
similar fees, all of which shall be promptly reimbursed by the Person entitled
to such Asset or the Person intended to be subject to the Liability.


 


2.7           Novation of Assumed Genworth
Liabilities.


 


(a)         Each
of GE and Genworth, at the request of the other, shall use its reasonable best
efforts to obtain, or to cause to be obtained, any consent, substitution,
approval or amendment required to novate or assign all obligations under
agreements, leases, licenses and other obligations or Liabilities of any nature
whatsoever that constitute Genworth Liabilities, or to obtain in writing the
unconditional release of all parties to such arrangements other than any member
of the Genworth Group, so that, in any such case, Genworth and its Subsidiaries
will be solely responsible for such Liabilities; provided, however,
that neither GE nor Genworth shall be obligated to pay any consideration
therefor to any third party from whom any such consent, approval, substitution
or amendment is requested.


 


(b)        If
GE or Genworth is unable to obtain, or to cause to be obtained, any such
required consent, approval, release, substitution or amendment, the applicable
member of the GE Group shall continue to be bound by such agreement, lease,
license or other obligation and, unless not permitted by Law or the terms
thereof, Genworth shall, as agent or subcontractor for GE or such other Person,
as the case may be, pay, perform and discharge fully all the obligations or
other Liabilities of GE or such other Person that constitute Genworth
Liabilities, as the case may be, thereunder from and after the Closing
Date.  Genworth shall indemnify each GE
Indemnified Party, and hold each of them harmless against any Liabilities
arising in connection therewith; provided  that pursuant hereto
Genworth shall have no obligation to indemnify any GE


 


24

















 


Indemnified Party
that has engaged in any knowing violation of Law, fraud or misrepresentation in
connection therewith.  GE shall, without
further consideration, pay and remit, or cause to be paid or remitted, to
Genworth, promptly all money, rights and other consideration received by it or
any member of its Group in respect of such performance (unless any such
consideration is an Excluded Asset).  If
and when any such consent, approval, release, substitution or amendment shall
be obtained or such agreement, lease, license or other rights or obligations
shall otherwise become assignable or able to be novated, GE shall thereafter
assign, or cause to be assigned, all its rights, obligations and other
Liabilities thereunder or any rights or obligations of any member of its Group
to Genworth without payment of further consideration and Genworth shall,
without the payment of any further consideration, assume such rights and
obligations.


 


2.8           Novation of Liabilities other than
Genworth Liabilities.


 


(a)         Each
of GE and Genworth, at the request of the other, shall use its reasonable best
efforts to obtain, or to cause to be obtained, any consent, substitution,
approval or amendment required to novate or assign all obligations under
agreements, leases, licenses and other obligations or Liabilities for which a
member of the GE Group and a member of the Genworth Group are jointly or
severally liable and that do not constitute Genworth Liabilities, or to obtain
in writing the unconditional release of all parties to such arrangements other
than any member of the GE Group, so that, in any such case, the members of the
GE Group will be solely responsible for such Liabilities; provided, however,
that neither GE nor Genworth shall be obligated to pay any consideration
therefor to any third party from whom any such consent, approval, substitution
or amendment is requested.


 


(b)        If
GE or Genworth is unable to obtain, or to cause to be obtained, any such
required consent, approval, release, substitution or amendment, the applicable
member of the Genworth Group shall continue to be bound by such agreement, lease,
license or other obligation and, unless not permitted by Law or the terms
thereof, GE shall cause a member of the GE Group, as agent or subcontractor for
such member of the Genworth Group, to pay, perform and discharge fully all the
obligations or other Liabilities of such member of the Genworth Group
thereunder from and after the Closing Date. 
GE shall indemnify each Genworth Indemnified Party and hold each of them
harmless against any Liabilities (other than Genworth Liabilities) arising in
connection therewith; provided  that pursuant hereto GE shall have
no obligation to indemnify any Genworth Indemnified Party that has engaged in
any knowing violation of Law, fraud or misrepresentation in connection
therewith.  Genworth shall cause each
member of the Genworth Group without further consideration, to pay and remit,
or cause to be paid or remitted, to GE or to another member of the GE Group
specified by GE, promptly all money, rights and other consideration received by
it or any member of the Genworth Group in respect of such performance (unless
any such consideration is a Genworth Asset). 
If and when any such consent, approval, release, substitution or
amendment shall be obtained or such agreement, lease, license or other rights
or obligations shall otherwise become assignable or able to be novated,
Genworth shall promptly assign, or cause to be assigned, all its rights,
obligations and other Liabilities


 


25

















 


thereunder or any
rights or obligations of any member of the Genworth Group to GE or to another
member of the GE Group specified by GE without payment of further consideration
and GE, without the payment of any further consideration shall, or shall cause
such other member of the GE Group to, assume such rights and obligations.


 


2.9           European
Creditor Business.


 


In furtherance of the
transactions contemplated by this Agreement and without limiting any other
provision hereof, the parties intend that the transfer of the European Creditor
Business into the Genworth Group shall be effected by means of the
documentation and procedures relating to:


 


(a)         the UK Transfer Plan under which it
is proposed that the Assets and Liabilities of FACL be transferred subsequent
to the Closing Date to FINCL upon the effectiveness of such plan in accordance
with the provisions of Part VII of the Financial Services and Markets Act 2000
and Section 2.1(b) of this Agreement;


 


(b)        the French Transfer Plan and the
French Transfer Agreement under which it is proposed that the Assets and
Liabilities of the payment protection business of Vie Plus S.A. be transferred
subsequent to the Closing Date to a member of the Genworth Group upon the
effectiveness of the French Transfer Plan in accordance with the terms of the
French Transfer Plan, the French Transfer Agreement and Section 2.1(b)
of this Agreement;


 


(c)         the FACL Reinsurance Agreement, FICL
Reinsurance Agreement and French Reinsurance Agreement; and


 


(d)        the transfer of the stock of the
entities forming a part of the European Creditor Business listed in Part A
of Schedule 2.9 of this Agreement.


 


2.10         FACL
Bonds.


 


(a)         In respect
of the Active FACL Bonds, the parties agree to use their commercially
reasonable efforts to implement indemnity reinsurance arrangements as soon as
is reasonably practicable after Closing under which all of the Liabilities
(whether such Liabilities are historic, current or future, certain or
contingent) relating to those Active FACL Bonds are fully assumed by GE Life
Limited (or another appropriate member of the GE Group) (the “FACL Bonds
Reinsurance”).  For purposes of
determining the Active FACL Bonds to be reinsured under the FACL Bonds
Reinsurance, the GE Life Report shall be prepared as of the most recent
practicable month-end preceding the effectiveness of such reinsurance allowing
sufficient time for the assembly of information and preparation of such
report.  The parties further agree that
the FACL Bonds Reinsurance will continue in force until the earlier of::


 


(i)            the
completion of the transfer of Active FACL Bonds to GE Life Limited (or another
appropriate member of the GE Group) pursuant to Section 2.10(b); and


 


26

















 


(ii)           the
date upon which Genworth ceases to have any interest in or Liabilities in
respect of the Active FACL Bonds.


 


(b)        The parties
agree to procure that the Active FACL Bonds (including any Omitted Bonds
pursuant to Section 2.10(d)(iii)) are transferred from FINCL (or from FACL
itself if the UK Transfer Plan has not become effective by December 28,
2004 and FACL is transferred to Genworth under the FACL Fall-back Stock
Transfer Agreement) to an appropriate member of the GE Group by way of an
insurance business transfer pursuant to Part VII of the Financial Services and
Markets Act 2000.  For purposes of
determining the Active FACL Bonds to be transferred by FINCL or FACL (as
appropriate) pursuant to this paragraph, the GE Life Report shall be updated as
of the most recent practicable month-end preceding the effectiveness of such
transfer allowing sufficient time for the assembly of information and
preparation of such report.  Each of the
parties agree to procure that its relevant Subsidiaries shall use their
commercially reasonable efforts to effect the transfer of such Active FACL
Bonds pursuant to this Section 2.10(b) as soon as is reasonably
practicable following the UK Transfer Date and in any event within 9 months of
the UK Transfer Date (or such longer period as the parties may agree).  The terms of any such transfer of the Active
FACL Bonds will be consistent with similar transactions entered into pursuant
to this Agreement.


 


(c)         (i)            GE will procure the provision of
administration services relating to the Active FACL Bonds and the Historic FACL
Bonds from Closing upon the terms set out in the European Transition Services
Agreement until the completion of the transfer of Active FACL Bonds pursuant to
Section 2.10(b) (with respect to the Active FACL Bonds) or the UK Transfer
Date (with respect to the Historic FACL Bonds).  For the avoidance of doubt, pursuant to Clause 15.5 of the
European Transition Services Agreement, GE Life Services Limited may
sub-contract any of its obligations under that agreement in respect of the
provision of the administration services relating to the Active FACL Bonds or
Historic FACL Bonds contemplated by this Section 2.10(c)(i) but (1) must
ensure that its subcontractor complies with all of GE Life Services Limited’s
obligations under that agreement and (2) shall remain responsible at all times
for the performance of such obligations.


 


(ii)           If
the insurance business transfer contemplated by Section 2.10(b) is not
capable of being completed, then the parties will procure that their respective
Subsidiaries (or a properly licensed third party administrator approved in advance
by Genworth, which approval shall not be unreasonably withheld or delayed)
enter into a long-term administration agreement in respect of the Active FACL
Bonds, which agreement will continue in force until the date upon which
Genworth ceases to have any interest in or Liabilities in respect of such
Active FACL Bonds.


 


(d)        GE
shall procure that GE Life and GE Capital International Services reasonably
cooperate with members of the Genworth Group in identifying and providing
information with respect to Active FACL Bonds, including providing reasonable
access during normal business hours to relevant personnel and records.  In the event that any FACL Bond is
identified that (i) is not contained in the GE Life


 


27

















 


Report and (ii) is
not matured, cancelled or terminated or if matured, cancelled or terminated for
which any amounts are outstanding, due to be paid or in the process of being
paid as of the date of the GE Life Report (each an “Omitted Bond”), then
the parties will procure that their relevant Subsidiaries comply with the
following procedure:


 


(i)            The
party identifying the Omitted Bond will promptly provide the other party with
details of the Omitted Bond.


 


(ii)           The
parties will promptly work together in good faith to determine why the Omitted
Bond was not recorded in the GE Life Report.


 


(iii)          If the Omitted Bond is identified
sufficiently prior to the completion of the insurance business transfer
contemplated pursuant to Section 2.10(b) to allow its inclusion in such
transfer, then the GE Life Report will be updated to include the Omitted Bond
and such Omitted Bond will be included in the Active FACL Bonds to be
transferred pursuant to such transfer.


 


(iv)          If
the parties determine that the Omitted Bond was not recorded in the GE Life
Report as a result of an error or omission by GE Life, and the identification
of such Omitted Bond occurs too late to include such Omitted Bond in the
insurance business transfer contemplated pursuant to Section 2.10(b), then
any and all Liabilities arising from such Omitted Bond shall constitute
Excluded Liabilities for purposes of this Agreement, including
Section 5.3(b) hereof.


 


(v)           Any
and all Liabilities arising from an Omitted Bond not covered by Sections
2.10(d)(iii) or (iv) above shall constitute Genworth Liabilities for purposes
of this Agreement, including Section 5.2(b) hereof.


 


(e)         In
respect of the Historic FACL Bonds, the parties agree as follows:


 


(i)            the
Historic FACL Bonds (in addition to the Active FACL Bonds) will form part of
the Assets and Liabilities of FACL to be transferred to FINCL pursuant to the
UK Transfer Plan;


 


(ii)           the
Historic FACL Bonds will not be subject to the indemnity reinsurance
arrangements or the insurance business transfer contemplated by Sections
2.10(a) and (b) above, respectively;


 


(iii)          GE shall procure that GE Life reasonably
cooperate with members of the Genworth Group in identifying and providing
information with respect to Historic FACL Bonds, including providing reasonable
access during normal business hours to relevant personnel and records;


 


(iv)          Liabilities
arising under or in connection with Historic FACL Bonds that are less than or
equal to £150,000 per annum (the “Annual Deductible”) shall constitute
Genworth Liabilities for purposes of this Agreement,


 


28

















 


including
Section 5.2(b) hereof.  To the
extent that Liabilities arising under Historic FACL Bonds in any calendar year
exceed the Annual Deductible, the excess of such Liabilities for such year over
the Annual Deductible shall constitute Excluded Liabilities for purposes of
this Agreement, including Section 5.3(b) hereof.  The parties agree that for the period from the Closing until 1st
January, 2005, a pro rata Annual Deductible shall apply.


 


(v)           GE
will procure the provision to Genworth of any required administration services
relating to the Historic FACL Bonds from and after the UK Transfer Date.


 


ARTICLE III


 


INTERCOMPANY
TRANSACTIONS AS OF THE CLOSING DATE


 


3.1           Time and Place of Closing.  Subject to the terms and conditions of this
Agreement, all transactions contemplated by this Agreement shall be consummated
at a closing (the “Closing”) to be held at the offices of Weil, Gotshal
& Manges LLP, 767 Fifth Avenue, New York, New York 10153, at 4:45 P.M. EDT,
on the date on which (and after) the Underwriting Agreements are executed and
delivered by each of the parties thereto or at such other place or at such
other time or on such other date as GE and Genworth may mutually agree upon in
writing (the day on which the Closing takes place being the “Closing Date”).


 


3.2           Pre-Closing Transactions.  Prior to the Closing Date, the appropriate
parties hereto entered into or effected, as the case may be, and (as necessary)
caused their respective Subsidiaries to enter into or effect, the agreements
and transactions set forth below, in each case in the order set forth below:


 


(a)         The
appropriate parties entered into stock transfer agreements pursuant to which
all of the capital stock of GE Mortgage Insurance Limited, GE Mortgage
Insurance (Guernsey) Limited and the entities listed in Part A of
Schedule 2.9 was transferred to GEFAHI or a wholly owned subsidiary of
GEFAHI (the “Pre-Closing Transfer Documents”).


 


(b)        The
appropriate parties hereto entered into, and (as necessary) caused their
respective Subsidiaries to enter into, the agreements set forth below (items
(ii) through (vi) below being referred to as the “Reinsurance-Related
Documents”):


 


(i)            the
Pre-Closing Documents;


 


(ii)           the
JLIC Recapture Agreement;


 


(iii)          the UFLIC Agreements;


 


(iv)          the
Reinsurance Agreements;


 


(v)           the
Trust Agreements; and


 


29

















 


(vi)          the
Capital Maintenance Agreement.


 


(c)         FHL
transferred by dividend all shares of capital stock of UFLIC held by FHL to its
shareholders GECA and GEFAHI, GECA transferred by dividend all shares of
capital stock of UFLIC then held by GECA to GNA, GNA transferred by dividend
all such shares of UFLIC capital stock to GEFAHI, GEFAHI transferred by
dividend all such shares of UFLIC capital stock received from GNA and FHL to
GEI and General Electric Capital Services Inc. purchased all shares of capital
stock of UFLIC from GEI.


 


(d)        JLIC
paid accrued interest and principal amounts under the JLIC surplus notes in the
amounts and to the entities outlined in Schedule 3.2(d).


 


(e)         GEFAHI
purchased all shares of capital stock of Viking from GELCO Corporation pursuant
to the Viking Stock Purchase Agreement.


 


(f)         The
dividends outlined in Schedule 3.2(f) were paid by the entities and
in the amounts set forth therein.


 


(g)        GEFAHI
contributed approximately $2.16 billion in cash and/or securities to the
capital of UFLIC.


 


(h)        GEFAHI
contributed cash and/or securities to the capital of GNA in an amount equal to
the tax benefit realized by GECA and other members of the Genworth Group (such
other members agreed upon by GE and Genworth immediately prior to such
contribution) as a result of losses incurred in the transfer of securities to
members of the GE Group pursuant to the Reinsurance Agreements, which tax
benefit will be recognized by GEFAHI as a result of the Separation and the
Section 338(h)(10) elections to be made in respect of such members of the
Genworth Group.


 


(i)          FHL
redeemed its $250 million series A preferred stock, par value $1,000 per share,
held by GEFAHI, along with accrued dividends through date of payment.


 


(j)          All
amounts received by GEFAHI from its Subsidiaries in payment of intercompany
receivables related to accounts payable owed by GEFAHI to its upstream
Affiliates were used to pay such accounts payable.


 


3.3           Closing Transactions.  In each case subject to Section 3.8,
after execution and delivery of the Underwriting Agreements by all parties
thereto, at the Closing:


 


(a)         The
Separation contemplated by Article II shall be effected.


 


(b)        The
appropriate parties hereto shall enter into, and (as necessary) shall cause
their respective Subsidiaries to enter into, the agreements set forth below
(collectively with the Reinsurance-Related Documents, the UK Transfer Plan, the


 


30

















 


French Transfer
Plan, the French Transfer Agreement, the Pre-Closing Documents and the
Pre-Closing Transfer Documents, the “Transaction Documents”):


 


(i)            the
Transition Services Agreement;


 


(ii)           the
Registration Rights Agreement;


 


(iii)          the Tax Matters Agreement;


 


(iv)          the
Employee Matters Agreement;


 


(v)           the
Transitional Trademark Agreement;


 


(vi)          the
Intellectual Property Cross License Agreement;


 


(vii)         the Outsourcing Services Separation Agreement;


 


(viii)        the European Transition Services Agreement;


 


(ix)           the
Investment Management Agreements;


 


(x)            the
Viking Agreement;


 


(xi)           the
Liability and Portfolio Asset Management Agreements;


 


(xii)          the Asset Management Services Agreement;


 


(xiii)         the International Tax Matters Agreements;


 


(xiv)        the Mortgage Services Agreement;


 


(xv)         the
UFLIC ESG Services Agreement;


 


(xvi)        the Business Services Agreement;


 


(xvii)       the Derivatives Management Services Agreement;


 


(xviii)      the Genworth Contingent Note;


 


(xix)         the Genworth Promissory Note; and


 


(xx)          the
Transfer Documents.


 


3.4           Amended and Restated Certificate
of Incorporation and Amended and Restated Bylaws.  At or prior to the Closing, GE and Genworth
shall each take all necessary action that may be required to provide for the
adoption by Genworth of the Amended and Restated Certificate of Incorporation
of Genworth in the form attached hereto as Exhibit LL (the “Charter”),
and the Amended and Restated Bylaws of Genworth in the form attached hereto as Exhibit
MM.


 


31

















 


3.5           Transfers of Assets and
Assumption of Liabilities. 
In furtherance of the assignment, transfer and conveyance of Genworth
Assets and the assumption of Genworth Liabilities set forth in Section 2.1(a)(i)
and Section 2.1(a)(ii), on the Closing Date (i) GE shall execute
and deliver, and shall cause its Subsidiaries to execute and deliver, such
bills of sale, stock powers, certificates of title, assignments of contracts
and other instruments of transfer, conveyance and assignment as and to the
extent necessary to evidence the transfer, conveyance and assignment of all of
GE’s and its Subsidiaries’ (other than Genworth and its Subsidiaries) right,
title and interest in and to the Genworth Assets to Genworth and its
Subsidiaries, and (ii) Genworth shall execute and deliver such assumptions of
contracts and other instruments of assumption as and to the extent necessary to
evidence the valid and effective assumption of the Genworth Liabilities by
Genworth.  All of the foregoing
documents contemplated by this Section 3.5 shall be referred to
collectively herein as the “GE Transfer Documents.”


 


3.6           Transfer of Excluded Assets;
Assumption of Excluded Liabilities.


 


(a)         To
the extent any Excluded Asset or Excluded Liability is transferred to a member
of the Genworth Group at the Closing or is owned or held by a member of the
Genworth Group after the Closing, from and after the Closing:


 


(i)            Genworth
shall, and shall cause its applicable Subsidiaries to, promptly contribute,
assign, transfer, convey and deliver to GE or certain of its Subsidiaries
designated by GE, and GE or such Subsidiaries shall accept from Genworth and
its applicable Subsidiaries, all of Genworth’s and such Subsidiaries’
respective rights, titles and interests in and to such Excluded Assets;


 


(ii)           GE
and certain of its Subsidiaries designated by GE, shall promptly accept, assume
and agree faithfully to perform, discharge and fulfill all such Excluded
Liabilities in accordance with their respective terms; and


 


(iii)          In furtherance of the assignment, transfer
and conveyance of Excluded Assets and the assumption of Excluded Liabilities
set forth in Section 3.6(a)(i) and Section 3.6(a)(ii):
(x) Genworth shall execute and deliver, and shall cause its Subsidiaries to
execute and deliver, such bills of sale, certificates of title, assignments of
contracts and other instruments of transfer, conveyance and assignment as and
to the extent necessary to evidence the transfer, conveyance and assignment of
all of Genworth’s and its Subsidiaries’ right, title and interest in and to the
Excluded Assets to GE and its Subsidiaries, and (y) GE shall execute and
deliver such assumptions of contracts and other instruments of assumption as
and to the extent necessary to evidence the valid and effective assumption of
the Excluded Liabilities by GE.  All of
the foregoing documents contemplated by this Section 3.6(a)(iii)
shall be referred to collectively herein as the “Genworth Transfer Documents”
and, together with the GE Transfer Documents, the “Transfer Documents.”


 


(iv)          To
the extent that the transfer of such Excluded Assets and the assumption of such
Excluded Liabilities requires any Governmental Approvals or Consents, the
parties shall use their commercially reasonable efforts to obtain such


 


32

















 


Governmental
Approvals and Consents; provided however that neither GE nor Genworth shall be
obligated to contribute capital in any form to any entity in order to obtain
such Governmental Approvals and Consents.


 


(v)           If
and to the extent that the valid, complete and perfected transfer or assignment
to the GE Group of any Excluded Assets or the assumption by the GE Group of any
Excluded Liabilities would be a violation of applicable Law or require any
Consent or Governmental Approval, then, unless the parties hereto mutually
shall otherwise determine, the transfer or assignment to the GE Group of such
Excluded Assets or the assumption by the GE Group of such Excluded Liabilities
shall be automatically deemed deferred and any such purported transfer,
assignment or assumption shall be null and void until such time as all legal
impediments are removed or such Consents or Governmental Approvals have been
obtained.


 


(b)        If
any transfer or assignment of any Excluded Asset intended to be transferred or
assigned hereunder or any assumption of any Excluded Liability intended to be
assumed by GE hereunder is not consummated on the Closing Date, whether as a
result of the failure to obtain any required Governmental Approvals or Consents
under Section 3.6(a)(iv) or for any other reason, then, insofar as
reasonably possible, (i) the member of the Genworth Group retaining such
Excluded Asset shall thereafter hold such Excluded Asset for the use and
benefit of GE (at GE’s expense) and (ii) GE shall, or shall cause its
applicable Subsidiary to, pay or reimburse the member of the Genworth Group
retaining such Excluded Liability for all amounts paid or incurred in
connection with such Excluded Liability. 
In addition, the member of the Genworth Group retaining such Excluded
Asset shall, insofar as reasonably possible and to the extent permitted by
applicable Law, treat such Excluded Asset in the ordinary course of business in
accordance with past practice and take such other actions as may be reasonably
requested by GE in order to place GE in the same position as if such Excluded
Asset had been transferred as contemplated hereby and so that all the benefits
and burdens relating to such Excluded Asset, including possession, use, risk of
loss, potential for gain, and dominion, control and command over such Excluded
Asset, is to inure from and after the Closing Date to the GE Group.


 


(c)         If
and when the Consents and Governmental Approvals, the absence of which caused
the deferral of transfer of any Excluded Asset or the deferral of assumption of
any Excluded Liability, are obtained, the transfer or assignment of the
applicable Excluded Asset or Excluded Liability shall be effected in accordance
with the terms of this Agreement and/or the applicable Transaction Document.


 


(d)        Any
member of the Genworth Group retaining an Excluded Asset or Excluded Liability
due to the deferral of the transfer of such Excluded Asset or the deferral of
the assumption of such Excluded Liability shall not be obligated, in connection
with the foregoing, to expend any money unless the necessary funds are advanced
(or otherwise made available) by GE or the member of the GE Group intended to
be subject to the Excluded Liability, other than reasonable out-of-pocket
expenses, attorneys’ fees and recording or similar fees, all of which shall be
promptly reimbursed


 


33

















 


by GE or the
member of the GE Group entitled to such Excluded Asset or intended to be
subject to such Excluded Liability.


 


(e)         Pursuant
to and in accordance with this Section 3.6, the Excluded Assets,
Excluded Contracts, and Excluded Liabilities of Financial Insurance Group
Services Limited relating to the businesses or the support of the businesses of
the members of the GEIH Group (as defined in the European Transition Services
Agreement but for the purposes of this Section excluding any European
Creditor Business Entity) (the “GEIH Business”) listed on Schedules
2.2(b)(i), 2.2(b)(ii) and 2.3(b)(iv) respectively are to be
transferred to GE or its designated Subsidiaries on the Closing Date.


 


3.7           The Initial Public Offering and
the Concurrent Offerings. 
Genworth shall (i) consult with, and cooperate in all respects with, the
GE Parties in connection with the pricing of the (x) Class A Common Stock to be
offered in the Initial Public Offering and (y) Equity Units and Series A
Preferred Stock to be offered in the Concurrent Offerings, (ii) at the
direction of any GE Party, execute and deliver the Underwriting Agreements in
such form and substance as is reasonably satisfactory to the GE Parties and
(iii) at the direction of any GE Party, promptly take any and all actions
necessary or desirable to consummate the Initial Public Offering and the
Concurrent Offerings as contemplated by the IPO Registration Statement, the
Equity Units Registration Statement, the Series A Preferred Stock Registration
Statement and the Underwriting Agreements.


 


3.8           Rescission. 
Notwithstanding anything to the contrary set forth in this Agreement, if
delivery of the Firm Public Offering Shares to the Underwriters against payment
therefor is not complete within four (4) Business Days after the Closing Date,
all transactions theretofore completed under this Agreement or any of the
Transaction Documents (excluding the transactions set forth in Section 3.2(a)
and any dividends described in Section 3.2) shall immediately be
rescinded in all respects and this Agreement and all of the Transaction
Documents shall terminate and all assets transferred pursuant to the
Transaction Documents shall be returned to the entities that transferred such
assets, and all assumptions of liabilities hereunder and thereunder shall be
rescinded and nullified.


 


3.9           European Transfers.


 


(a)         GE
and Genworth shall cause their relevant respective Subsidiaries to use all
commercially reasonable efforts to cause the UK Transfer Plan and the French
Transfer Plan to become effective (and to consummate the transactions contemplated
thereby and by the French Transfer Agreement) as promptly as practicable.  The consideration for the transfers to be
effected pursuant to the UK Transfer Plan is set forth in the Debt Release
Agreements.  The consideration for the
transfers to be effected pursuant to the French Transfer Agreement is set forth
in Schedule 3.9(a).


 


34

















 


(b)        If
the UK Transfer Plan has not taken effect by December 28, 2004, GE and
Genworth shall cause their relevant respective Subsidiaries to enter into the
FACL Fall-back Stock Transfer Agreement on or prior to December 31, 2004
in order to transfer to Genworth all of the outstanding shares of capital stock
of FACL and the other entities listed in Part B of Schedule 2.9.  The consideration for the transfers to be
effected pursuant to the FACL Fall-back Stock Transfer Agreement shall be the
same as the consideration set forth in the Debt Release Agreements.


 


(c)         If
the French Transfer Plan and the French Transfer Agreement have not taken
effect by the earlier of (i) the date on which Vie Plus S.A. and FINCL agree to
abandon efforts to obtain requisite regulatory approvals thereunder and (ii)
December 31, 2005, the consideration for the transfers contemplated by
that Plan and that Agreement shall be adjusted as provided in Schedule 3.9(c).


 


3.10         Tax Matters.


 


(a)         GE
and Genworth have entered into the Tax Matters Agreement contemporaneously with
the execution and delivery of this Agreement. 
To the extent that any representations, warranties, covenants and
agreements between the parties with respect to Tax matters are set forth in the
Tax Matters Agreement, the tax sharing agreements and arrangements specifically
identified therein, the International Tax Matters Agreements and the tax
matters agreements described in Section 3.10(b) (collectively, for
purposes of this Section, the “Tax Agreements”), such Tax matters shall
be governed exclusively by the Tax Agreements and not by this Agreement.


 


(b)        As
soon as reasonably practicable after a determination has been made as to the
members of the Genworth Group for which elections will be made under
Section 338(h)(10) of the Code, (a) Genworth shall cause GECA and each
GECA Subsidiary for which a Section 338(h)(10) election has been made to
enter into a tax matters agreement substantially in the form attached hereto as
Exhibit OO, and (b) Genworth shall enter into, and shall cause each of
its Subsidiaries (other than life insurance Subsidiaries) for which a
Section 338(h)(10) election has been made to enter into, a tax matters
agreement substantially in the form attached hereto as Exhibit PP.


 


ARTICLE IV


 


FINANCIAL AND OTHER
INFORMATION


 


4.1           Annual Financial Information.  Genworth agrees that, if members of the GE
Group beneficially own, in the aggregate, (excluding for such purposes shares
of Genworth Common Stock beneficially owned by GE but not for its own account,
including (in such exclusion) beneficial ownership which arises by virtue of
some entity that is an Affiliate of GE being a sponsor of or advisor to a
mutual or similar fund that beneficially owns shares of Genworth Common Stock)
on any date during a fiscal year at least five percent (5%) of the then
outstanding Genworth Common Stock, Genworth shall deliver to GE the Corporate Reporting
Data set forth on Schedule 4.1 for such year in respect of the
Applicable Accounting Method in effect as of the first day of such fiscal


 


35

















 


year.  Genworth shall deliver the financial data
and schedules comprising such Corporate Reporting Data within the time periods
specified by GE, which time periods shall be specified by GE in writing by no
later than fifteen (15) days prior to the end of each fiscal year.  All annual consolidated financial statements
of Genworth and its Subsidiaries delivered to GE shall set forth in each case
in comparative form the consolidated figures for the previous fiscal year
prepared in accordance with Article 10 of Regulation S-X and consistent
with the level of detail provided in comparable financial statements furnished
by GEFA to GE prior to the Closing Date. 
The Corporate Reporting Data shall include all statistical information
necessary for inclusion in any GE Group member’s annual earnings press release,
along with appropriate supporting documentation.  The Corporate Reporting Data shall include (i) a discussion and
analysis by management of Genworth’s and its Subsidiaries’ consolidated
financial condition and results of operations for the requisite years,
including, without limitation, an explanation of any material adverse change,
all in reasonable detail and prepared in accordance with Item 303(a) of
Regulation S-K and (ii) a discussion and analysis of Genworth’s and its
Subsidiaries’ consolidated financial condition and results of operations for
the requisite years, including, without limitation, an explanation of any
material adverse change, all in reasonable detail and prepared in accordance
with Item 303(a) of Regulation S-K, prepared for inclusion in the annual report
to stockholders of any member of the GE Group. 
No later than the day prior to the day Genworth publicly files its
Annual Report on Form 10-K with the SEC or otherwise, Genworth shall deliver to
GE the final form of its Annual Report on Form 10-K, together with all
certifications required by applicable Law by each of the chief executive
officer and chief financial officer of Genworth and an opinion thereon by
Genworth’s independent certified public accountants.  Genworth shall, if requested by GE, also deliver to GE all of the
information required to be delivered in Schedule 4.1 with respect
to each Subsidiary of Genworth (other than GELAAC or any other Subsidiary of
Genworth required to file financial statements with the SEC solely as a result
of insurance products offered by such Subsidiary) which is itself required to
file Annual Reports on Form 10-K with the SEC, with such information to be
provided in the same manner and detail and on the same time schedule as
the information with respect to Genworth required to be delivered to GE
pursuant to Schedule 4.1.


 


4.2           Quarterly Financial Information.  Genworth agrees that, if members of the GE
Group beneficially own, in the aggregate, (excluding for such purposes shares
of Genworth Common Stock beneficially owned by GE but not for its own account,
including (in such exclusion) beneficial ownership which arises by virtue of
some entity that is an Affiliate of GE being a sponsor of or advisor to a
mutual or similar fund that beneficially owns shares of Genworth Common Stock)
on any date during a fiscal quarter at least five percent (5%) of the then
outstanding Genworth Common Stock, Genworth shall deliver to GE the Corporate
Reporting Data set forth on (i) Schedule 4.2(a) for the first and
second quarter of each year and (ii) Schedule 4.2(b) for the third
quarter of each year, in each case, in respect of the Applicable Accounting
Method in effect as of the first day of such fiscal quarter.  Genworth shall deliver the financial data
and schedules comprising such Corporate Reporting Data within the time periods
specified by GE, which time periods shall be specified by GE in writing by no
later than fifteen (15) days prior to the end of each fiscal quarter.  All quarterly consolidated


 


36

















 


financial
statements of Genworth and its Subsidiaries delivered to GE shall include
financial statements for such quarterly periods and for the period from the
beginning of the current fiscal year to the end of such quarter, setting forth
in each case in comparative form for each such fiscal quarter of Genworth the
consolidated figures for the corresponding quarter and periods of the previous
fiscal year prepared in accordance with Article 10 of Regulation S-X and
consistent with the level of detail provided in comparable financial statements
furnished by GEFA to GE prior to the Closing Date.  The Corporate Reporting Data shall include all statistical
information necessary for inclusion in any GE Group member’s quarterly earnings
press release, along with appropriate supporting documentation.  The Corporate Reporting Data shall include a
discussion and analysis by management of Genworth’s and its Subsidiaries’
consolidated financial condition and results of operations for the requisite
quarters, including, without limitation, an explanation of any material adverse
change, all in reasonable detail and prepared in accordance with Item 303(b) of
Regulation S-K.  No later than the day
prior to the day Genworth publicly files a Quarterly Report on Form 10-Q with
the SEC or otherwise, Genworth shall deliver to GE the final form of its
Quarterly Report on Form 10-Q, together with all certifications required by
applicable Law by each of the chief executive officer and chief financial
officer of Genworth.  Genworth shall, if
requested by GE, also deliver to GE all of the information required to be
delivered in Schedules 4.2(a) and (b) with respect to each
Subsidiary of Genworth (other than GELAAC or any other Subsidiary of Genworth
required to file financial statements with the SEC solely as a result of
insurance products offered by such Subsidiary) which is itself required to file
Quarterly Reports on Form 10-Q with the SEC, with such information to be
provided in the same manner and detail and on the same time schedule as
the information with respect to Genworth required to be delivered to GE
pursuant to Schedules 4.2(a) and (b).


 


4.3           GE’s Operating Reviews.  Genworth agrees that, if members of the GE
Group beneficially own, in the aggregate, (excluding for such purposes shares
of Genworth Common Stock beneficially owned by GE but not for its own account,
including (in such exclusion) beneficial ownership which arises by virtue of
some entity that is an Affiliate of GE being a sponsor of or advisor to a
mutual or similar fund that beneficially owns shares of Genworth Common Stock)
on any date during a fiscal quarterly or annual period at least five percent
(5%) of the then outstanding Genworth Common Stock, Genworth shall deliver to
GE the FP&A Reports set forth on Schedule 4.3 for such
quarterly or annual period in respect of the Applicable Accounting Method in
effect as of the first day of such period. 
Genworth shall deliver the financial data and schedules comprising such
FP&A Reports during each fiscal year within the time periods specified by
GE in writing by no later than fifteen (15) days prior to the end of the
preceding fiscal year, or within any other time periods specified by GE in
writing thereafter, but in any event prior to fifteen (15) days before the date
such FP&A Report is required to be delivered to GE.  Genworth shall provide GE an opportunity to
meet with management of Genworth to discuss such FP&A Reports upon
reasonable notice during normal business hours.


 


4.4           General Financial Statement
Requirements.  All information
provided by Genworth or any of its Subsidiaries to GE pursuant to this
Article IV shall be consistent in terms of format and detail and otherwise
with the procedures and practices


 


37

















 


in effect prior to
the Closing Date with respect to the provision of such financial and other
information by GEFA to GE (and where appropriate, as presently presented in
financial and other reports delivered to the board of directors of GE), with
such changes therein as may be reasonably requested by GE from time to time,
and any changes in such procedures or practices that are required in order to
comply with the rules and regulations of the SEC, as applicable.


 


4.5           Twenty Percent Threshold.  Genworth agrees that, if members of the GE
Group beneficially own, in the aggregate, (excluding for such purposes shares
of Genworth Common Stock beneficially owned by GE but not for its own account,
including (in such exclusion) beneficial ownership which arises by virtue of
some entity that is an Affiliate of GE being a sponsor of or advisor to a
mutual or similar fund that beneficially owns shares of Genworth Common Stock)
on any date during a fiscal year more than twenty percent (20%) of the then
outstanding Genworth Common Stock, or, notwithstanding such percentage, if any
member of the GE Group is required during any fiscal year, in accordance with
GAAP, to account for its investment in Genworth on a consolidated basis or
under the equity method of accounting, then in respect of such fiscal year:


 


(a)         Maintenance
of Books and Records.  Genworth
shall, and shall cause each of its consolidated Subsidiaries to, (i) make and
keep books, records and accounts, which, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of Genworth and
such Subsidiaries and (ii) devise and maintain a system of internal accounting
controls sufficient to provide reasonable assurances that: (x) transactions are
executed in accordance with management’s general or specific authorization, (y)
transactions are recorded as necessary (1) to permit preparation of financial
statements in conformity with GAAP or any other criteria applicable to such
statements and (2) to maintain accountability for assets and (z) access to
assets is permitted only in accordance with management’s general or specific
authorization.


 


(b)        Fiscal
Year.  Genworth shall, and shall
cause each of its consolidated subsidiaries to, maintain a fiscal year which commences
on January 1 and ends on December 31 of each calendar year; provided
that, if on the Closing Date any consolidated Subsidiary of Genworth has a
fiscal year which ends on a date other than December 31, Genworth shall
use its commercially reasonable efforts to cause such Subsidiary to change its
fiscal year to one which ends on December 31 if such change is reasonably
practicable.


 


(c)         Quarterly
and Annual Reports Furnished to State Insurance Regulatory Authorities.  Promptly following the filing by Genworth or
any Subsidiary of Genworth of quarterly or annual reports with any and all
state insurance regulatory authorities in each jurisdiction in which such
reports are required to be filed, Genworth shall deliver the final forms of
such reports to GE.


 


(d)        Other
Financial Information.  Genworth
shall provide to GE upon request such other financial information and analyses
of Genworth and its Subsidiaries


 


38

















 


that may be
necessary for any member of the GE Group to (1) comply with applicable
financial reporting requirements or its customary financial reporting practices
or (2) respond in a timely manner to any reasonable requests for information
regarding Genworth and its Subsidiaries received by GE from investors or
financial analysts; provided, however, that neither GE nor any
member of the GE Group shall disclose any material, non-public information of
Genworth except pursuant to policies and procedures mutually agreed upon by GE
and Genworth for the disclosure of such information and except as required by
applicable Law.  In connection
therewith, Genworth shall also permit GE, the GE Auditors and other
Representatives of GE to discuss the affairs, finances and accounts of any
member of the Genworth Group with the officers of Genworth and the Genworth
Auditors, all at such times and as often as GE may reasonably request upon
reasonable notice during normal business hours.


 


(e)         Public
Information and SEC Reports. 
Genworth and each of its Subsidiaries that files information with the
SEC shall cooperate with GE in preparing reports, notices and proxy and
information statements to be sent or made available by Genworth or such
Subsidiaries to their security holders, all regular, periodic and other reports
filed under Sections 13, 14 and 15 of the Exchange Act by Genworth or such
Subsidiaries and all registration statements and prospectuses to be filed by
Genworth or such Subsidiaries with the SEC or any securities exchange pursuant
to the listed company manual (or similar requirements) of such exchange
(collectively, “Genworth Public Documents”) and deliver to GE (to the
attention of its Senior Securities Counsel), no later than the date the same
are printed for distribution to its shareholders, sent to its shareholders or
filed with the SEC, whichever is earliest, final copies of all Genworth Public
Documents.  Genworth shall file its
Quarterly Reports on Form 10-Q and its Annual Reports on Form 10-K with the SEC
immediately (and in no event later than one hour) following GE’s filing of its
quarterly and annual reports with the SEC for the corresponding period.  Genworth shall cooperate with GE in
preparing all press releases and other statements to be made available by Genworth
or any of its Subsidiaries to the public, including, without limitation,
information concerning material developments in the business, properties,
results of operations, financial condition or prospects of Genworth or any of
its Subsidiaries.  GE shall have the
right to review, reasonably in advance of public release or release to
financial analysts or investors and in a manner consistent with the procedures
and practices in effect prior to the Closing Date with respect to press
releases issued by GEFA (1) all press releases and other statements to be made
available by Genworth or any of its Subsidiaries to the public and (2) all
reports and other information prepared by Genworth or any of its Subsidiaries
for release to financial analysts or investors; provided, however,
that neither GE nor any member of the GE Group shall disclose any material,
non-public information of Genworth except pursuant to policies and procedures
mutually agreed upon by GE and Genworth for the disclosure of such information
and except as required by applicable Law;  provided, further, that at any time when members of the GE
Group beneficially own, in the aggregate, (excluding for such purposes shares
of Genworth Common Stock beneficially owned by GE but not for its own account,
including (in such exclusion) beneficial ownership which arises by virtue of
some entity that is an Affiliate of GE being a sponsor of or advisor to a
mutual or similar fund that beneficially owns shares of Genworth Common Stock)
fifty percent (50%) or less of the then outstanding Genworth


 


39

















 


Common Stock, GE
shall only have the right to review such press releases, public statements,
reports and other information in advance if necessary for any member of the GE
Group to (1) comply with applicable financial reporting requirements or its
customary financial reporting practices or (2) respond to any reasonable
requests for information regarding Genworth and its Subsidiaries received by GE
from investors or financial analysts. 
No press release, report, registration, information or proxy statement,
prospectus or other document which refers, or contains information with
respect, to any member of the GE Group shall be filed with the SEC or otherwise
made public or released to any financial analyst or investor by Genworth or any
of its Subsidiaries without the prior written consent of GE with respect to
those portions of such document that contain information with respect to any
member of the GE Group except as may be required by Law (in such cases Genworth
shall use its reasonable best efforts to notify the relevant member of the GE
Group and to obtain such member’s consent before making such a filing with the
SEC or otherwise making any such information public).


 


(f)         Meetings
with Financial Analysts.  Genworth
shall notify GE reasonably in advance of the date of all scheduled meetings and
conference calls to be held between Genworth and members of the investment
community (including any financial analysts), and of any conferences to be
attended by management of Genworth with members of the investment community,
and shall consult with GE as to the appropriate timing for all such meetings,
calls and conferences.  With respect to
any such meeting, call or conference to be held at a time when members of the
GE Group beneficially own, in the aggregate, (excluding for such purposes
shares of Genworth Common Stock beneficially owned by GE but not for its own
account, including (in such exclusion) beneficial ownership which arises by
virtue of some entity that is an Affiliate of GE being a sponsor of or advisor
to a mutual or similar fund that beneficially owns shares of Genworth Common
Stock) more than fifty percent (50%) of the then outstanding Genworth Common
Stock, Genworth shall not schedule such meeting or call or attend such
conference on any date to which GE objects. 
The foregoing shall not require Genworth to notify GE of one-on-one
discussions between management of Genworth and members of the investment
community (including any financial analysts).


 


(g)        Earnings
Releases.  GE agrees that, unless
required by Law or unless Genworth shall have consented thereto, no member of
the GE Group will publicly release any quarterly, annual or other financial
information of Genworth or any of its Subsidiaries (“Genworth Information”)
delivered to GE pursuant to this Article IV prior to the time that GE
publicly releases financial information of GE for the relevant period.  GE will consult with Genworth on the timing
of their annual and quarterly earnings releases and GE and Genworth will give
each other an opportunity to review the information therein relating to
Genworth and its Subsidiaries and to comment thereon; provided that GE
shall have the sole right to determine the timing of all such releases if GE
and Genworth disagree.  Genworth shall
publicly release its financial results for each annual and quarterly period
immediately (and in no event later than one hour) following GE’s release of its
financial results for the corresponding period.  If any member of the GE Group is required by Law to publicly
release such Genworth Information prior to the public release of GE’s financial
information, GE will give


 


40

















 


Genworth notice of
such release of Genworth Information as soon as practicable but no later than
two days prior to such release of Genworth Information.


 


4.6           GE Public Filings.  Genworth shall cooperate fully, and cause its accountants to
cooperate fully, with GE to the extent reasonably requested by GE in the preparation
of GE’s press releases, public earnings releases, Quarterly Reports on Form
10-Q, Annual Reports to Shareholders, Annual Reports on Form 10-K, any Current
Reports on Form 8-K and any amendments thereto and any other proxy, information
and registration statements, reports, notices, prospectuses and any other
filings made by GE or any of its Subsidiaries with the SEC, any national
securities exchange or otherwise made publicly available (collectively, “GE
Public Filings”).  Genworth agrees
to provide to GE all information that GE reasonably requests in connection with
any such GE Public Filings or that, in the judgment of GE’s legal department,
is required to be disclosed therein under any Law.  Genworth agrees to use reasonable best efforts to provide such
information in a timely manner to enable GE to prepare, print and release such
GE Public Filings on such date as GE shall determine.  If and to the extent reasonably requested by GE, Genworth shall
diligently and promptly review all drafts of such GE Public Filings and prepare
in a diligent and timely fashion any portion of such GE Public Filing
pertaining to Genworth or its Subsidiaries. 
Prior to any printing or public release of any GE Public Filing, an
appropriate executive officer of Genworth, shall, if requested by GE, continue
the existing practice of certifying and representing that the information
provided by Genworth relating to Genworth, in such GE Public Filing is
accurate, true and correct in all material respects.  Unless required by Law, without the prior consent of GE, Genworth
shall not publicly release any financial or other information which conflicts
with the information with respect to Genworth, any Affiliate of Genworth or the
Genworth Group that is provided by Genworth for any GE Public Filing.


 


4.7           GE Annual Statements.  In connection with any GE Group member’s
preparation of its audited annual financial statements and its Annual Reports
to Shareholders (collectively the “GE Annual Statements”), during any
fiscal year in which the members of the GE Group own, in the aggregate,
(excluding for such purposes shares of Genworth Common Stock beneficially owned
by GE but not for its own account, including (in such exclusion) beneficial
ownership which arises by virtue of some entity that is an Affiliate of GE
being a sponsor of or advisor to a mutual or similar fund that beneficially
owns shares of Genworth Common Stock) more than twenty percent (20%) of the
then outstanding Genworth Common Stock, (or such lesser percentage during any
fiscal year that any member of the GE Group is required, in accordance with
GAAP, to account for its investment in Genworth on a consolidated basis or
under the equity method of accounting), Genworth agrees as follows:


 


(a)         Coordination
of Auditors’ Opinions.  Genworth
will use its commercially reasonable efforts to enable its independent
certified public accountants (the “Genworth Auditors”) to complete their
audit such that they will date their opinion on Genworth’s audited annual
financial statements on the same date that GE independent certified public
accountants (the “GE Auditors”) date their opinion on the GE Annual
Statements, and to enable GE to meet its timetable for the printing, filing and
public dissemination of the GE Annual Statements.


 


41

















 


(b)        Cooperation.  Genworth will provide to GE on a timely
basis all information that GE or any of its Subsidiaries reasonably requires to
meet its schedule for the preparation, printing, filing, and public
dissemination of any GE Public Filing. 
Without limiting the generality of the foregoing, Genworth will provide
all required financial information with respect to it and its consolidated
Subsidiaries to the GE Auditors and management in a sufficient and reasonable
time and in sufficient detail to permit such auditors to take all steps and
perform all review necessary to provide sufficient assistance to such auditors
with respect to information to be included or contained in the GE Public
Filings.


 


(c)         Access
to Personnel and Working Papers. 
Genworth will request the Genworth Auditors to make available to the GE
Auditors both the personnel who performed or are performing the annual audit of
Genworth and, consistent with customary professional practice and courtesy of
such auditors with respect to the furnishing of work papers, work papers
related to the annual audit of Genworth, in all cases within a reasonable time
after the Genworth Auditors’ opinion date, so that the GE Auditors are able to
perform the procedures they consider necessary to take responsibility for the
work of the Genworth Auditors as it relates to the GE Auditors’ report on the
GE Annual Statements, all within sufficient time to enable GE to meet its
timetable for the printing, filing and public dissemination of the GE Annual
Statements.


 


4.8           Fifty Percent Threshold.  Genworth agrees that if members of the GE
Group beneficially own, in the aggregate (excluding for such purposes shares of
Genworth Common Stock beneficially owned by GE but not for its own account,
including (in such exclusion) beneficial ownership which arises by virtue of
some entity that is an Affiliate of GE being a sponsor of or advisor to a
mutual or similar fund that beneficially owns shares of Genworth Common Stock)
on any date during a fiscal year more than fifty percent (50%) of the then
outstanding Genworth Common Stock, or, notwithstanding such percentage, if any
member of the GE Group is required during any fiscal year, in accordance with
GAAP, to consolidate Genworth’s financial statements with its financial
statements, then in respect of such fiscal year:


 


(a)         Internal
Auditors.  Genworth shall provide
GE, the GE Auditors or other Representatives of GE reasonable access upon
reasonable notice during normal business hours to Genworth’s and its
Subsidiaries’ books and records so that GE may conduct reasonable audits
relating to the financial statements provided by Genworth pursuant to this
Article IV, as well as to the internal accounting controls and operations
of Genworth and its Subsidiaries; provided, however, that any
such audits will be conducted in the same manner and using the same procedures
as conducted on the date hereof for audits of GEFA including, but not limited
to, reporting audit findings to management of the business or unit subject to
the audit.


 


(b)        Accounting
Estimates and Principles.  Genworth
will give GE reasonable notice of any proposed material change in accounting
estimates or material changes in accounting principles from those in effect
with respect to GEFA, its Subsidiaries and the GE Affiliates that comprise the
Genworth Group immediately prior to the Closing Date, and will give GE notice
immediately following adoption of any


 


42

















 


such changes that
are mandated or required by the SEC, the Financial Accounting Standards Board
or the Public Company Accounting Oversight Board.  In connection therewith, Genworth will consult with GE and, if
requested by GE, Genworth will consult with the GE Auditors with respect
thereto.  As to material changes in
accounting principles that could affect GE, Genworth will not make any such
changes without GE’s prior written consent, excluding changes that are mandated
or required by the SEC, the Financial Accounting Standards Board or the Public
Company Accounting Oversight Board, if such a change would be sufficiently
material to be required to be disclosed in Genworth’s financial statements as
filed with the SEC or otherwise publicly disclosed therein.  If GE so requests, Genworth will be required
to obtain the concurrence of the Genworth Auditors as to such material change
prior to its implementation.  GE will
use its reasonable best efforts to promptly respond to any request by Genworth
to make a change in accounting principles and, in any event, in sufficient time
to enable Genworth to comply with its obligations under Section 4.1.


 


(c)         Management
Certification.  Genworth’s chief
executive officer and Genworth’s chief financial or accounting officer shall
submit quarterly representations substantially in the form furnished to GE by
GEI prior to the Closing Date (with such changes thereto prescribed by GE
consistent with representations furnished to GE by other Subsidiaries of GE or
as otherwise required by changes to applicable Law or stock exchange
requirements) attesting to the accuracy and completeness of the financial and
accounting records referred to therein in all material respects.


 


(d)        Monthly
and Other Financial Information. 
Genworth shall furnish to GE the intercompany information in the form
and detail, and within the time periods, set forth in Schedule 4.8
and furnished by GEFA to GE prior to the Closing Date.  With reasonable promptness, Genworth shall
deliver to GE such additional financial and other information and data with
respect to Genworth and its Subsidiaries and their business, properties,
financial position, results of operations and prospects as from time to time
may be reasonably requested by GE.


 


(e)         Operating
Review Process.  Genworth shall
conduct its own strategic and operational review process on the same
schedule on which GE conducts its strategic and operational review
process.  GE acknowledges that, as a
supplement to the information furnished by Genworth to GE pursuant to Section 4.3,
GE shall conduct its strategic and operational reviews of Genworth through
participation in meetings or other activities of the Genworth board of
directors by the members of Genworth’s board of directors that are elected by
GE.  To facilitate GE’s participation in
the process in this manner, Genworth shall hold all of its regularly scheduled
board meetings at which its strategic and operational reviews are discussed
within a time frame consistent with GE’s strategic and operational review
process.  GE shall make a good faith
attempt to conduct all other reviews of Genworth’s operations, affairs,
finances or results (other than those required to comply with applicable
financial reporting requirements or its customary financial reporting
practices) through participation in meetings or other activities of the
Genworth board of directors by the members of Genworth’s board of directors
that are elected by GE.  In connection
with strategic, operational or other reviews, relevant GE


 


43

















 


personnel other
than the members of Genworth’s board of directors elected by GE may participate
at GE’s invitation.  GE will notify
Genworth in advance of any such additional attendees.


 


4.9           Accountants’ Reports.  Promptly, but in no event later than five
Business Days following the receipt thereof, Genworth shall deliver to GE
copies of all reports submitted to Genworth or any of its Subsidiaries by their
independent certified public accountants, including, without limitation, each
report submitted to Genworth or any of its subsidiaries concerning its
accounting practices and systems and any comment letter submitted to management
in connection with their annual audit and all responses by management to such
reports and letters.


 


4.10         Agreement for Exchange of
Information; Archives.


 


(a)         Each
of GE and Genworth, on behalf of its respective Group, agrees to provide, or
cause to be provided, to the other Group, at any time before or after the
Closing Date, as soon as reasonably practicable after written request therefor,
any Information in the possession or under the control of such respective Group
which the requesting party reasonably needs (i) to comply with reporting,
disclosure, filing or other requirements imposed on the requesting party (including
under applicable securities or tax Laws) by a Governmental Authority having
jurisdiction over the requesting party, (ii) for use in any other judicial,
regulatory, administrative, tax or other proceeding or in order to satisfy
audit, accounting, claims, regulatory, litigation, tax or other similar
requirements, in each case other than claims or allegations that one party to
this Agreement has against the other, or (iii) subject to the foregoing clause
(ii), to comply with its obligations under this Agreement or any Transaction
Document; provided, however, that in the event that any party
determines that any such provision of Information could be commercially
detrimental, violate any Law or agreement, or waive any attorney-client
privilege, the parties shall take all reasonable measures to permit the
compliance with such obligations in a manner that avoids any such harm or
consequence.


 


(b)        After
the Closing Date, Genworth shall have access during regular business hours (as
in effect from time to time) to the documents and objects of historic
significance that relate to the Genworth Business that are located in archives
retained or maintained by any member of the GE Group.  Genworth may obtain copies (but not originals unless it is a
Genworth Asset) of documents for bona fide business purposes and may obtain
objects for exhibition purposes for commercially reasonable periods of time if
required for bona fide business purposes, provided that Genworth shall cause
any such objects to be returned promptly in the same condition in which they
were delivered to Genworth and Genworth shall comply with any rules, procedures
or other requirements, and shall be subject to any restrictions (including
prohibitions on removal of specified objects), that are then applicable to
GE.  Genworth shall pay the applicable
fee or rate per hour for archives research services (subject to increase from
time to time to reflect rates then in effect for GE generally).  Nothing herein shall be deemed to restrict
the access of any member of the GE Group to any such documents or


 


44

















 


objects or to
impose any liability on any member of the GE Group if any such documents or
objects are not maintained or preserved by GE.


 


(c)         After
the Closing Date, GE shall have access during regular business hours (as in
effect from time to time) to the documents and objects of historic significance
that relate to the businesses of any member of the GE Group that are located in
archives retained or maintained by any member of the Genworth Group.  GE may obtain copies (but not originals
unless it is not a Genworth Asset) of documents for bona fide business purposes
and may obtain objects for exhibition purposes for commercially reasonable
periods of time if required for bona fide business purposes, provided that GE
shall cause any such objects to be returned promptly in the same condition in
which they were delivered to GE and GE shall comply with any rules, procedures
or other requirements, and shall be subject to any restrictions (including
prohibitions on removal of specified objects), that are then applicable to
Genworth.  GE shall pay the applicable
fee or rate per hour for archives research services (subject to increase from
time to time to reflect rates then in effect for Genworth generally).  Nothing herein shall be deemed to restrict
the access of any member of the Genworth Group to any such documents or objects
or to impose any liability on any member of the Genworth Group if any such
documents or objects are not maintained or preserved by Genworth.


 


4.11         Ownership of Information.  Any Information owned by one Group that is
provided to a requesting party pursuant to Section 4.10 shall be
deemed to remain the property of the providing party.  Unless specifically set forth herein, nothing contained in this
Agreement shall be construed as granting or conferring rights of license or
otherwise in any such Information.


 


4.12         Compensation for Providing
Information.  The party
requesting Information agrees to reimburse the other party for the reasonable
out-of-pocket costs, if any, of creating, gathering and copying such
Information, to the extent that such costs are incurred for the benefit of the
requesting party.  Except as may be
otherwise specifically provided elsewhere in this Agreement or in any other
agreement between the parties, such costs shall be computed in accordance with
the providing party’s standard methodology and procedures.


 


4.13         Record Retention.  To facilitate the possible exchange of Information pursuant to
this Article IV and other provisions of this Agreement after the
Closing Date, the parties agree to use their commercially reasonable efforts to
retain all Information in their respective possession or control in accordance
with the policies of GE as in effect on the Closing Date or such other policies
as may be reasonably adopted by the appropriate party after the Closing
Date.  No party will destroy, or permit
any of its Subsidiaries to destroy, any Information which the other party may
have the right to obtain pursuant to this Agreement prior to the fifth
anniversary of the date hereof without first using its reasonable efforts to
notify the other party of the proposed destruction and giving the other party
the opportunity to take possession of such Information prior to such
destruction; provided, however, that in the case of any
Information relating to Taxes or employee benefits, such period shall be
extended to the expiration of the applicable


 


45

















 


statute of
limitations (giving effect to any extensions thereof); provided  further,
however, no party will destroy, or permit any of its Subsidiaries to
destroy, any Information required to be retained by applicable Law.


 


4.14         Liability. 
No party shall have any liability to any other party in the event that
any Information exchanged or provided pursuant to this Agreement which is an
estimate or forecast, or which is based on an estimate or forecast, is found to
be inaccurate in the absence of willful misconduct by the party providing such
Information. No party shall have any liability to any other party if any
Information is destroyed after commercially reasonable efforts by such party to
comply with the provisions of Section 4.13.


 


4.15         Other Agreements Providing for
Exchange of Information.


 


(a)         The
rights and obligations granted under this Article IV are subject to
any specific limitations, qualifications or additional provisions on the
sharing, exchange, retention or confidential treatment of Information set forth
in any Transaction Document.


 


(b)        When
any Information provided by one Group to the other (other than Information
provided pursuant to Section 4.13) is no longer needed for the purposes
contemplated by this Agreement or any other Transaction Document or is no
longer required to be retained by applicable Law, the receiving party will
promptly after request of the other party either return to the other party all
Information in a tangible form (including all copies thereof and all notes,
extracts or summaries based thereon) or certify to the other party that it has
destroyed such Information (and such copies thereof and such notes, extracts or
summaries based thereon).


 


4.16         Production of Witnesses; Records;
Cooperation.


 


(a)         After
the Closing Date, except in the case of an adversarial Action by one party
against another party, each party hereto shall use its reasonable efforts to
make available to each other party, upon written request, the former, current
and future directors, officers, employees, other personnel and agents of the
members of its respective Group as witnesses and any books, records or other
documents within its control or which it otherwise has the ability to make
available, to the extent that any such person (giving consideration to business
demands of such directors, officers, employees, other personnel and agents) or
books, records or other documents may reasonably be required in connection with
any Action or IP Application in which the requesting party may from time to
time be involved, regardless of whether such Action or IP Application is a
matter with respect to which indemnification may be sought hereunder.  The requesting party shall bear all costs
and expenses in connection therewith.


 


(b)        If
an Indemnifying Party chooses to defend or to seek to compromise or settle any
Third Party Claim, the other parties shall make available to such Indemnifying
Party, upon written request, the former, current and future directors,


 


46

















 


officers,
employees, other personnel and agents of the members of its respective Group as
witnesses and any books, records or other documents within its control or which
it otherwise has the ability to make available, to the extent that any such
person (giving consideration to business demands of such directors, officers,
employees, other personnel and agents) or books, records or other documents may
reasonably be required in connection with such defense, settlement or
compromise, or the prosecution, evaluation or pursuit thereof, as the case may
be, and shall otherwise cooperate in such defense, settlement or compromise, or
such prosecution, evaluation or pursuit, as the case may be.


 


(c)         Without
limiting the foregoing, the parties shall cooperate and consult to the extent
reasonably necessary with respect to any Actions.


 


(d)        Without
limiting any provision of this Section, each of the parties agrees to
cooperate, and to cause each member of its respective Group to cooperate, with
each other in the defense of any infringement or similar claim with respect any
intellectual property and shall not claim to acknowledge, or permit any member
of its respective Group to claim to acknowledge, the validity or infringing use
of any intellectual property of a third Person in a manner that would hamper or
undermine the defense of such infringement or similar claim except as required
by Law.


 


(e)         The
obligation of the parties to provide witnesses pursuant to this Section 4.16
is intended to be interpreted in a manner so as to facilitate cooperation and
shall include the obligation to provide as witnesses inventors and other
officers without regard to whether the witness or the employer of the witness
could assert a possible business conflict (subject to the exception set forth
in the first sentence of Section 4.16(a)).


 


(f)         In
connection with any matter contemplated by this Section 4.16, the
parties will enter into a mutually acceptable joint defense agreement so as to
maintain to the extent practicable any applicable attorney-client privilege,
work product immunity or other applicable privileges or immunities of any
member of any Group.


 


4.17         Privilege. 
The provision of any information pursuant to this Article IV
shall not be deemed a waiver of any privilege, including privileges arising
under or related to the attorney-client privilege or any other applicable
privileges (a “Privilege”). 
Following the Closing Date, neither Genworth or its Subsidiaries nor GE
or its Subsidiaries will be required to provide any information pursuant to
this Article IV if the provision of such information would serve as
a waiver of any Privilege afforded such information.


 


47

















 


ARTICLE V


 


RELEASE; INDEMNIFICATION


 


5.1           Release of Pre-Closing Claims.


 


(a)         Except
as provided in (i) Section 5.1(c), (ii) any exceptions to the
indemnification provisions of Sections 5.2, 5.3 and 5.4,
and (iii) any Transaction Document, effective as of the Closing Date, Genworth
does hereby, for itself and each other member of the Genworth Group, their
respective Affiliates, successors and assigns, and all Persons who at any time
prior to the Closing Date have been directors, officers, agents or employees of
any member of the Genworth Group (in each case, in their respective capacities
as such), remise, release and forever discharge GE and the other members of the
GE Group, their respective Affiliates, successors and assigns, and all Persons
who at any time prior to the Closing Date have been stockholders, directors,
officers, agents or employees of any member of the GE Group (in each case, in
their respective capacities as such), and their respective heirs, executors,
administrators, successors and assigns, from any and all Liabilities
whatsoever, whether at Law or in equity (including any right of contribution),
whether arising under any contract or agreement, by operation of Law or
otherwise, existing or arising from any acts or events occurring or failing to
occur or alleged to have occurred or to have failed to occur or any conditions
existing or alleged to have existed on or before the Closing Date, including in
connection with the transactions and all other activities to implement the
Separation, the Initial Public Offering and any of the other transactions
contemplated hereunder and under the Transaction Documents.


 


(b)        Except
as provided in (i) Section 5.1(c), (ii) any exceptions to the
indemnification provisions of Sections 5.2, 5.3 and 5.4,
and (iii) any Transaction Document, effective as of the Closing Date, GE does
hereby, for itself and each other member of the GE Group, their respective
Affiliates, successors and assigns, and all Persons who at any time prior to
the Closing Date have been stockholders, directors, officers, agents or
employees of any member of the GE Group (in each case, in their respective
capacities as such), remise, release and forever discharge Genworth, the
respective members of the Genworth Group, their respective Affiliates,
successors and assigns, and all Persons who at any time prior to the Closing
Date have been stockholders, directors, officers, agents or employees of any
member of the Genworth Group (in each case, in their respective capacities as
such), and their respective heirs, executors, administrators, successors and
assigns, from any and all Liabilities whatsoever, whether at Law or in equity
(including any right of contribution), whether arising under any contract or
agreement, by operation of Law or otherwise, existing or arising from any acts
or events occurring or failing to occur or alleged to have occurred or to have
failed to occur or any conditions existing or alleged to have existed on or
before the Closing Date, including in connection with the transactions and all
other activities to implement the Separation, the Initial Public Offering and
any of the other transactions contemplated hereunder and under the Transaction
Documents.


 


(c)         Nothing
contained in Section 5.1(a) or Section 5.1(b) shall
impair any right of any Person to enforce this Agreement, any Transaction
Document or any agreements, arrangements, commitments or understandings that
are specified in Section 2.4(b) or the applicable Schedules thereto
not to terminate as of the Closing Date, in each case in accordance with its
terms. Nothing contained in Section 5.1(a) or Section 5.1(b)
shall release any Person from:


 


48

















 


(i)            any
Liability provided in or resulting from any agreement among any members of the
GE Group or the Genworth Group that is specified in Section 2.4(b)
or the applicable Schedules thereto not to terminate as of the Closing Date, or
any other Liability specified in such Section 2.4(b) not to
terminate as of the Closing Date;


 


(ii)           any
Liability, contingent or otherwise, assumed, transferred, assigned or allocated
to the Group of which such Person is a member in accordance with, or any other
Liability of any member of any Group under, this Agreement or any Transaction
Document;


 


(iii)          any Liability for the sale, lease,
construction or receipt of goods, property or services purchased, obtained or
used in the ordinary course of business by a member of one Group from a member
of the other Group prior to the Closing Date;


 


(iv)          any
Liability for unpaid amounts for products or services or refunds owing on
products or services due on a value-received basis for work done by a member of
one Group at the request or on behalf of a member of the other Group; or


 


(v)           any
Liability that the parties may have with respect to indemnification or
contribution pursuant to this Agreement or otherwise for claims brought against
the parties by third Persons, which Liability shall be governed by the
provisions of this Article V and, if applicable, the appropriate
provisions of the Transaction Documents.


 


In addition, nothing contained in Section 5.1(a)
shall release GE from indemnifying any director, officer or employee of
Genworth who was a director, officer or employee of GE or any of its Affiliates
on or prior to the Closing Date, to the extent such director, officer or
employee is or becomes a named defendant in any Action with respect to which he
or she was entitled to such indemnification pursuant to then existing
obligations.


 


(d)        Genworth
shall not make, and shall not permit any member of the Genworth Group to make,
any claim or demand, or commence any Action asserting any claim or demand,
including any claim of contribution or any indemnification, against GE or any
member of the GE Group, or any other Person released pursuant to Section 5.1(a),
with respect to any Liabilities released pursuant to Section 5.1(a).  GE shall not, and shall not permit any
member of the GE Group, to make any claim or demand, or commence any Action
asserting any claim or demand, including any claim of contribution or any
indemnification against Genworth or any member of the Genworth Group, or any
other Person released pursuant to Section 5.1(b), with respect to
any Liabilities released pursuant to Section 5.1(b).


 


(e)         It
is the intent of each of GE and Genworth, by virtue of the provisions of this Section 5.1,
to provide for a full and complete release and discharge of all Liabilities
existing or arising from all acts and events occurring or failing to occur or
alleged to have occurred or to have failed to occur and all conditions existing
or


 


49

















 


alleged to have
existed on or before the Closing Date, between or among Genworth or any member
of the Genworth Group, on the one hand, and GE or any member of the GE Group,
on the other hand (including any contractual agreements or arrangements
existing or alleged to exist between or among any such members on or before the
Closing Date), except as expressly set forth in Sections 5.1 (a), (b) and
(c).  At any time, at the request of
any other party, each party shall cause each member of its respective Group to
execute and deliver releases reflecting the provisions hereof.


 


5.2           General Indemnification by Genworth.  Except as provided in Section 5.5,
Genworth shall, and shall cause the other members of the Genworth Group to,
indemnify defend and hold harmless on an After-Tax Basis each member of the GE
Group and each of their respective directors, officers and employees, and each
of the heirs, executors, successors and assigns of any of the foregoing
(collectively, the “GE Indemnified Parties”), from and against any and
all Liabilities of the GE Indemnified Parties relating to, arising out of or
resulting from any of the following items (without duplication):


 


(a)         the
failure of Genworth or any other member of the Genworth Group or any other
Person to pay, perform or otherwise promptly discharge any Genworth Liabilities
or Genworth Contract in accordance with its respective terms, whether prior to
or after the Closing Date;


 


(b)        any
Genworth Liability or any Genworth Contract;


 


(c)         the
GE Guarantees and, except to the extent it relates to an Excluded Liability,
any other guarantee, indemnification obligation, surety bond or other credit
support agreement, arrangement, commitment or understanding by any member of
the GE Group for the benefit of any member of the Genworth Group that survives
the Closing;


 


(d)        any
breach by any member of the Genworth Group of this Agreement or any of the
Transaction Documents (other than the Transaction Documents set forth on Schedule 5.2(d))
or any action by Genworth in contravention of its Charter or Amended and
Restated Bylaws; and


 


(e)         any
untrue statement or alleged untrue statement of a material fact contained in
any GE Public Filing or any other document filed with the SEC by any member of
the GE Group pursuant to the Securities Act or the Exchange Act, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, in each case to the
extent, but only to the extent, that those Liabilities are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information that is either furnished to any of the GE Indemnified Parties by
any member of the Genworth Group or incorporated by reference by any GE
Indemnified Party from any filings made by any member of the Genworth Group
with the SEC pursuant to the Securities Act or the Exchange Act, and then only
if that statement or omission was made or occurred after the Closing Date.


 


50

















 


5.3           General Indemnification by GE.  Except as provided in Section 5.5,
GE shall indemnify, defend and hold harmless on an After-Tax Basis each member
of the Genworth Group and each of their respective directors, officers and
employees, and each of the heirs, executors, successors and assigns of any of
the foregoing (collectively, the “Genworth Indemnified Parties”), from
and against any and all Liabilities of the Genworth Indemnified Parties
relating to, arising out of or resulting from any of the following items
(without duplication):


 


(a)         the
failure of any member of the GE Group or any other Person to pay, perform or
otherwise promptly discharge any Liabilities of the GE Group other than the
Genworth Liabilities, whether prior to or after the Closing Date or the date
hereof;


 


(b)        any
Excluded Liability or any Liability of a member of the GE Group other than the
Genworth Liabilities;


 


(c)         any
breach by any member of the GE Group of this Agreement or any of the
Transaction Documents (other than the Transaction Documents set forth on Schedule 5.3(c));
and


 


(d)        any
untrue statement or alleged untrue statement of a material fact contained in
any document filed with the SEC by any member of the Genworth Group pursuant to
the Securities Act or the Exchange Act other than the Registration Statements,
or any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, in each case to
the extent, but only to the extent, that those Liabilities are caused by any
such untrue statement or omission or alleged untrue statement or omission based
upon information that is either furnished to any member of the Genworth
Indemnified Parties by any member of the GE Group or incorporated by reference
by any Genworth Indemnified Party from any GE Public Filings or any other
document filed with the SEC by any member of the GE Group pursuant to the
Securities Act or the Exchange Act.


 


5.4           Registration Statement
Indemnification.


 


(a)         Genworth
agrees to indemnify and hold harmless on an After-Tax Basis the GE Indemnified
Parties and each Person, if any, who controls any member of the GE Group within
the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act (collectively, the “Registration Indemnified Parties”) from
and against any and all Liabilities arising out of or based upon any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement or Prospectus, or arising out of or based upon any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such Liabilities arise out of or are based upon any untrue
statement or omission or alleged untrue statement or omission which has been
made therein or omitted therefrom in reliance upon and in conformity with (i)
the information set forth in the IPO Registration Statement, the Equity Units
Registration


 


51

















 


Statement, and the
Series A Preferred Stock Registration Statement that is described on Schedule 5.4
and (ii) information relating to any underwriter furnished in writing to
Genworth by or on behalf of such underwriter expressly for use in the
Registration Statement or Prospectus.


 


(b)        Each
Registration Indemnified Party agrees, severally and not jointly, to indemnify
and hold harmless on an After-Tax Basis Genworth and its Subsidiaries and any
of their respective directors or officers who sign any Registration Statement,
and any person who controls Genworth within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act, to the same extent
as the foregoing indemnity from Genworth to each Registration Indemnified
Party, but only with respect to the information set forth in the IPO
Registration Statement, the Equity Units Registration Statement, and the Series
A Preferred Stock Registration Statement that is described on Schedule 5.4.  For purposes of this Section 5.4(b),
any information relating to any underwriter that is contained in a Registration
Statement or Prospectus shall not be deemed to be information relating to a
Registration Indemnified Party.  If any
Action shall be brought against Genworth or its Subsidiaries, any of their respective
directors or officers, or any such controlling person based on any Registration
Statement or Prospectus and in respect of which indemnity may be sought against
a Registration Indemnified Party pursuant to this paragraph (b), such
Registration Indemnified Party shall have the rights and duties given to
Genworth by Section 5.5 hereof (except that if Genworth shall have
assumed the defense thereof, such Registration Indemnified Party shall not be
required to, but may, employ separate counsel therein and participate in the
defense thereof, but the fees and expenses of such counsel shall be at such
Registration Indemnified Party’s expense), and Genworth, its directors or
officers, and any such controlling person shall have the rights and duties
given to such Registration Indemnified Party by Section 5.5 hereof.


 


5.5           Contribution.


 


(a)         If
the indemnification provided for in this Article V is unavailable
to, or insufficient to hold harmless on an After-Tax Basis, an indemnified
party under Section 5.2(e), Section 5.3(d) or Section 5.4
hereof in respect of any Liabilities referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such Liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect the relative fault of
the indemnifying party and the indemnified party in connection with the actions
which resulted in Liabilities as well as any other relevant equitable
considerations.  The relative fault of
such indemnifying party and indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by such indemnifying party or indemnified party, and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.  For the purposes of this Section 5.5(a), the
information set forth in the IPO Registration Statement, the Equity Units
Registration Statement, and the Series A Preferred Stock Registration Statement
that is described on Schedule 5.4 shall be the only “information
supplied by” such Registration Indemnified Parties.


 


52

















 


(b)        The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5.5 were determined by a pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (a) above. The amount
paid or payable by an indemnified party as a result of the Liabilities referred
to in paragraph (a) above, shall be deemed to include, subject to the
limitations set forth above, any legal or other fees or expenses reasonably
incurred by such indemnified party in connection with investigating any claim
or defending any Action. 
Notwithstanding the provisions of this Section 5.5, a
Registration Indemnified Party shall not be required to contribute any amount
in excess of the amount by which the proceeds to such Registration Indemnified
Party exceeds the amount of any damages which such Registration Indemnified
Party has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.


 


5.6           Indemnification Obligations Net of
Insurance Proceeds and Other Amounts, On an After-Tax Basis.


 


(a)         Any
Liability subject to indemnification or contribution pursuant to this Article V
will be net of Insurance Proceeds that actually reduce the amount of the
Liability and will be determined on an After-Tax Basis.  Accordingly, the amount which any party (an
“Indemnifying Party”) is required to pay to any Person entitled to
indemnification hereunder (an “Indemnified Party”) will be reduced by
any Insurance Proceeds theretofore actually recovered by or on behalf of the
Indemnified Party in respect of the related Liability.  If an Indemnified Party receives a payment
(an “Indemnity Payment”) required by this Agreement from an Indemnifying
Party in respect of any Liability and subsequently receives Insurance Proceeds,
then the Indemnified Party will pay to the Indemnifying Party an amount equal
to the excess of the Indemnity Payment received over the amount of the
Indemnity Payment that would have been due if the Insurance Proceeds had been
received, realized or recovered before the Indemnity Payment was made.


 


(b)        An
insurer who would otherwise be obligated to pay any claim shall not be relieved
of the responsibility with respect thereto or, solely by virtue of the
indemnification provisions hereof, have any subrogation rights with respect
thereto.  The Indemnified Party shall
use its commercially reasonable efforts to seek to collect or recover any
third-party (which shall not include any captive insurance subsidiary other than
Electric Insurance Company to the extent it is a captive insurance subsidiary)
Insurance Proceeds (other than Insurance Proceeds under an arrangement where
future premiums are adjusted to reflect prior claims in excess of prior
premiums) to which the Indemnified Party is entitled in connection with any
Liability for which the Indemnified Party seeks indemnification pursuant to
this Article V; provided that the Indemnified Party’s
inability to collect or recover any such Insurance Proceeds shall not limit the
Indemnifying Party’s obligations hereunder.


 


53

















 


(c)         The
term “After-Tax Basis” as used in this Article V means that, in
determining the amount of the payment necessary to indemnify any party against,
or reimburse any party for, Liabilities, the amount of such Liabilities will be
determined net of any reduction in Tax derived by the indemnified party as the
result of sustaining or paying such Liabilities, and the amount of such
indemnification payment will be increased (i.e., “grossed up”) by the amount
necessary to satisfy any income or franchise Tax liabilities incurred by the
indemnified party as a result of its receipt of, or right to receive, such
indemnification payment (as so increased), so that the indemnified party is put
in the same net after-Tax economic position as if it had not incurred such
Liabilities, in each case without taking into account any impact on the tax
basis that an indemnified party has in its assets.


 


5.7           Procedures for Indemnification of
Third Party Claims.


 


(a)         If
an Indemnified Party shall receive notice or otherwise learn of the assertion
by a Person (including any Governmental Authority) who is not a member of the
GE Group or the Genworth Group of any claim or of the commencement by any such
Person of any Action (collectively, a “Third Party Claim”) with respect
to which an Indemnifying Party may be obligated to provide indemnification to
such Indemnified Party pursuant to Section 5.2, Section 5.3
or Section 5.4, or any other Section of this Agreement or any
Transaction Document, such Indemnified Party shall give such Indemnifying Party
written notice thereof within 20 days after becoming aware of such Third Party
Claim.  Any such notice shall describe
the Third Party Claim in reasonable detail. 
Notwithstanding the foregoing, the failure of any Indemnified Party or
other Person to give notice as provided in this Section 5.7(a)
shall not relieve the Indemnifying Party of its obligations under this Article V,
except to the extent that such Indemnifying Party is actually prejudiced by
such failure to give notice.


 


(b)        An
Indemnifying Party may elect to defend (and to seek to settle or compromise),
at such Indemnifying Party’s own expense and by such Indemnifying Party’s own
counsel, any Third Party Claim.  Within
30 days after the receipt of notice from an Indemnified Party in accordance
with Section 5.7(a) (or sooner, if the nature of such Third Party
Claim so requires), the Indemnifying Party shall notify the Indemnified Party
of its election whether the Indemnifying Party will assume responsibility for
defending such Third Party Claim, which election shall specify any reservations
or exceptions.  After notice from an
Indemnifying Party to an Indemnified Party of its election to assume the
defense of a Third Party Claim, such Indemnified Party shall have the right to
employ separate counsel and to participate in (but not control) the defense,
compromise, or settlement thereof, but the fees and expenses of such counsel
shall be the expense of such Indemnified Party except as set forth in the next
sentence.  If the Indemnifying Party has
elected to assume the defense of the Third Party Claim but has specified, and
continues to assert, any reservations or exceptions in such notice, then, in
any such case, the reasonable fees and expenses of one separate counsel for all
Indemnified Parties shall be borne by the Indemnifying Party, but the
Indemnifying Party shall be entitled to reimbursement by the Indemnified Party
for payment of any such fees and expenses to the extent that it establishes
that such reservations and exceptions were proper.


 


54

















 


(c)         If
an Indemnifying Party elects not to assume responsibility for defending a Third
Party Claim, or fails to notify an Indemnified Party of its election as
provided in Section 5.7(b), such Indemnified Party may defend such
Third Party Claim at the cost and expense of the Indemnifying Party.


 


(d)        Unless
the Indemnifying Party has failed to assume the defense of the Third Party
Claim in accordance with the terms of this Agreement, no Indemnified Party may
settle or compromise any Third Party Claim without the consent of the
Indemnifying Party.  No Indemnifying
Party shall consent to entry of any judgment or enter into any settlement of
any pending or threatened Third Party Claim in respect of which any Indemnified
Party is or could have been a party and indemnity could have been sought
hereunder by such Indemnified Party without the consent of the Indemnified
Party if (i) the effect thereof is to permit any injunction, declaratory
judgment, other order or other nonmonetary relief to be entered, directly or
indirectly against such Indemnified Party and (ii) such settlement does not
include an unconditional release of such Indemnified Party from all liability
on claims that are the subject matter of such Third Party Claim.


 


(e)         The
provisions of this Section 5.7 shall not apply to Taxes (which are
covered by the Tax Matters Agreement).


 


5.8           Additional Matters.


 


(a)         Indemnification
or contribution payments in respect of any Liabilities for which an Indemnified
Party is entitled to indemnification or contribution under this Article V
shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities
are incurred upon demand by the Indemnified Party, including reasonably
satisfactory documentation setting forth the basis for the amount of such
indemnification or contribution payment, including documentation with respect
to calculations made on an After-Tax Basis and consideration of any Insurance
Proceeds that actually reduce the amount of such Liabilities.  The indemnity and contribution agreements
contained in this Article V shall remain operative and in full
force and effect, regardless of (i) any investigation made by or on behalf of
any Indemnified Party; (ii) the knowledge by the Indemnified Party of
Liabilities for which it might be entitled to indemnification or contribution
hereunder; and (iii) any termination of this Agreement.


 


(b)        Any
claim on account of a Liability which does not result from a Third Party Claim
shall be asserted by written notice given by the Indemnified Party to the
applicable Indemnifying Party.  Such
Indemnifying Party shall have a period of 30 days after the receipt of such
notice within which to respond thereto. 
If such Indemnifying Party does not respond within such 30-day period,
such Indemnifying Party shall be deemed to have refused to accept
responsibility to make payment.  If such
Indemnifying Party does not respond within such 30-day period or rejects such
claim in whole or in part, such Indemnified Party shall be free to pursue such
remedies as may be available to such party as contemplated by this Agreement
and the Transaction


 


55

















 


Documents without
prejudice to its continuing rights to pursue indemnification or contribution
hereunder.


 


(c)         If
payment is made by or on behalf of any Indemnifying Party to any Indemnified
Party in connection with any Third Party Claim, such Indemnifying Party shall
be subrogated to and shall stand in the place of such Indemnified Party as to
any events or circumstances in respect of which such Indemnified Party may have
any right, defense or claim relating to such Third Party Claim against any
claimant or plaintiff asserting such Third Party Claim or against any other
Person.  Such Indemnified Party shall
cooperate with such Indemnifying Party in a reasonable manner, and at the cost
and expense of such Indemnifying Party, in prosecuting any subrogated right,
defense or claim.


 


(d)        In
an Action in which the Indemnifying Party is not a named defendant, if either
the Indemnified Party or Indemnifying Party shall so request, the parties shall
endeavor to substitute the Indemnifying Party for the named defendant if they
conclude that substitution is desirable and practical.  If such substitution or addition cannot be
achieved for any reason or is not requested, the named defendant shall allow the
Indemnifying Party to manage the Action as set forth in this section, and the
Indemnifying Party shall fully indemnify the named defendant against all costs
of defending the Action (including court costs, sanctions imposed by a court,
attorneys’ fees, experts fees and all other external expenses), the costs of
any judgment or settlement, and the cost of any interest or penalties relating
to any judgment or settlement.


 


(e)         The
provisions of this Section 5.8 shall not apply to Taxes and related
matters covered under Section 16 of the Tax Matters Agreement.


 


5.9           Remedies Cumulative; Limitations
of Liability.  The rights
provided in this Article V shall be cumulative and, subject to the
provisions of Article VII, shall not preclude assertion by any
Indemnified Party of any other rights or the seeking of any and all other
remedies against any Indemnifying Party. 
Notwithstanding the foregoing, neither Genworth or its Affiliates, on
the one hand, nor any GE Party, on the other hand, shall be liable to the other
for any special, indirect, incidental, punitive, consequential, exemplary,
statutorily-enhanced or similar damages in excess of compensatory damages
(provided that any such liability with respect to a Third Party Claim shall be
considered direct damages) of the other arising in connection with the
Transactions; provided, however, that the foregoing limitation of liability
shall not apply to the Reinsurance-Related Documents, the Business Services
Agreement or the UFLIC ESG Services Agreement to the extent the terms thereof
are inconsistent with such limitation of liability.


 


5.10         Survival of Indemnities.  The rights and obligations of each of GE and
Genworth and their respective Indemnified Parties under this Article V
shall survive the sale or other transfer by any party of any Assets or businesses
or the assignment by it of any Liabilities.


 


56

















 


ARTICLE VI


 


OTHER AGREEMENTS


 


6.1           Further Assurances.


 


(a)         In
addition to the actions specifically provided for elsewhere in this Agreement,
each of the parties hereto will cooperate with each other and use (and will
cause their respective Subsidiaries and Affiliates to use) commercially
reasonable efforts, prior to, on and after the Closing Date, to take, or to
cause to be taken, all actions, and to do, or to cause to be done, all things
reasonably necessary on its part under applicable Law or contractual
obligations to consummate and make effective the transactions contemplated by
this Agreement and the Transaction Documents.


 


(b)        Without
limiting the foregoing, prior to, on and after the Closing Date, each party
hereto shall cooperate with the other parties, and without any further
consideration, but at the expense of the requesting party from and after the
Closing Date, to execute and deliver, or use its commercially reasonable
efforts to cause to be executed and delivered, all instruments, including
instruments of conveyance, assignment and transfer, and to make all filings
with, and to obtain all consents, approvals or authorizations of, any
Governmental Authority or any other Person under any permit, license,
agreement, indenture or other instrument (including any Consents or
Governmental Approvals), and to take all such other actions as such party may
reasonably be requested to take by any other party hereto from time to time,
consistent with the terms of this Agreement and the Transaction Documents, in
order to effectuate the provisions and purposes of this Agreement and the
Transaction Documents and the transfers of the Genworth Assets and the assignment
and assumption of the Genworth Liabilities and the other transactions
contemplated hereby and thereby. 
Without limiting the foregoing, each party will, at the reasonable
request, cost and expense of any other party, take such other actions as may be
reasonably necessary to vest in such other party good and marketable title to
the Assets allocated to such party under this Agreement or any of the
Transaction Documents, free and clear of any Security Interest, if and to the
extent it is practicable to do so.


 


(c)         On
or prior to the Closing Date, GE and Genworth in their respective capacities as
direct and indirect stockholders of their respective Subsidiaries, shall each
ratify any actions that are reasonably necessary or desirable to be taken by
GE, Genworth or any other Subsidiary of GE or Genworth, as the case may be, to
effectuate the transactions contemplated by this Agreement.  On or prior to the Closing Date, GEFAHI and
Genworth shall take all actions as may be necessary to approve the stock-based
employee benefit plans of Genworth in order to satisfy the requirements of Rule
16b-3 under the Exchange Act and the applicable rules and regulations of The
New York Stock Exchange.


 


57

















 


6.2           Confidentiality.


 


(a)         From
and after the Closing, subject to Section 6.2(c) and except as
contemplated by this Agreement or any Transaction Document, the GE Parties
shall not, and shall cause their respective Affiliates and their respective
officers, directors, employees, and other agents and representatives, including
attorneys, agents, customers, suppliers, contractors, consultants and other
representatives of any Person providing financing (collectively, “Representatives”),
not to, directly or indirectly, disclose, reveal, divulge or communicate to any
Person other than Representatives of such party or of its Affiliates who
reasonably need to know such information in providing services to any member of
the GE Group or use or otherwise exploit for its own benefit or for the benefit
of any third party, any Genworth Confidential Information.  If any disclosures are made in connection
with providing services to any member of the GE Group under this Agreement or
any Transaction Document, then the Genworth Confidential Information so
disclosed shall be used only as required to perform the services.  The GE Parties shall use the same degree of
care to prevent and restrain the unauthorized use or disclosure of the Genworth
Confidential Information by any of their Representatives as they currently use
for their own confidential information of a like nature, but in no event less
than a reasonable standard of care.  For
purposes of this Section 6.2, any Information, material or
documents relating to the Genworth Business currently or formerly conducted, or
proposed to be conducted, by any member of the Genworth Group furnished to or
in possession of the GE Parties, irrespective of the form of communication, and
all notes, analyses, compilations, forecasts, data, translations, studies, memoranda
or other documents prepared by the GE Parties or their respective officers,
directors and Affiliates, that contain or otherwise reflect such information,
material or documents is hereinafter referred to as  “Genworth Confidential Information.”  “Genworth Confidential Information”
does not include, and there shall be no obligation hereunder with respect to,
information that (i) is or becomes generally available to the public, other
than as a result of a disclosure by any of the GE Parties not otherwise
permissible hereunder, (ii) such GE Party can demonstrate was or became
available to such GE Party from a source other than Genworth or its Affiliates
or (iii) is developed independently by such GE Party without reference to the
Genworth Confidential Information; provided, however, that, in
the case of clause (ii), the source of such information was not known by the GE
Parties to be bound by a confidentiality agreement with, or other contractual,
legal or fiduciary obligation of confidentiality to, Genworth or any member of
the Genworth Group with respect to such information.


 


(b)        From
and after the Closing, subject to Section 6.2(c) and except as
contemplated by this Agreement or any Transaction Document, Genworth shall not,
and shall cause its Affiliates and their respective Representatives, not to,
directly or indirectly, disclose, reveal, divulge or communicate to any Person
other than Representatives of such party or of its Affiliates who reasonably
need to know such information in providing services to Genworth or any member
of the Genworth Group or use or otherwise exploit for its own benefit or for
the benefit of any third party, any GE Confidential Information.  If any disclosures are made in connection
with providing services to any member of the Genworth Group under this
Agreement or any Transaction Document, then the GE Confidential Information so
disclosed shall be used only as required to perform the services.  The Genworth Group shall use the same degree
of care to prevent and restrain the unauthorized use or disclosure of the GE


 


58

















 


Confidential
Information by any of their Representatives as they currently use for their own
confidential information of a like nature, but in no event less than a reasonable
standard of care.  For purposes of this Section 6.2,
any Information, material or documents relating to the businesses currently or
formerly conducted, or proposed to be conducted, by GE or any of its Affiliates
(other than any member of the Genworth Group) furnished to or in possession of
any member of the Genworth Group, irrespective of the form of communication,
and all notes, analyses, compilations, forecasts, data, translations, studies,
memoranda or other documents prepared by Genworth, any member of the Genworth
Group or their respective officers, directors and Affiliates, that contain or
otherwise reflect such information, material or documents is hereinafter
referred to as  “GE Confidential
Information.”  “GE Confidential
Information” does not include, and there shall be no obligation hereunder
with respect to, information that (i) is or becomes generally available to the
public, other than as a result of a disclosure by any member of the Genworth
Group not otherwise permissible hereunder, (ii) Genworth can demonstrate was or
became available to Genworth from a source other than the GE Parties and their
respective Affiliates or (iii) is developed independently by such member of the
Genworth Group without reference to the GE Confidential Information; provided,
however, that, in the case of clause (ii), the source of such
information was not known by Genworth to be bound by a confidentiality
agreement with, or other contractual, legal or fiduciary obligation of
confidentiality to, any of the GE Parties or their respective Affiliates with
respect to such information.


 


(c)         If
any of the GE Parties or their respective Affiliates, on the one hand, or
Genworth or its Affiliates, on the other hand, are requested or required (by
oral question, interrogatories, requests for information or documents,
subpoena, civil investigative demand or similar process) by any Governmental
Authority or pursuant to applicable Law to disclose or provide any Genworth
Confidential Information or GE Confidential Information (other than with
respect to any such information furnished pursuant to the provisions of
Article IV of this Agreement), as applicable, the entity or person
receiving such request or demand shall use all reasonable efforts to provide
the other party with written notice of such request or demand as promptly as
practicable under the circumstances so that such other party shall have an
opportunity to seek an appropriate protective order.  The party receiving such request or demand agrees to take, and
cause its representatives to take, at the requesting party’s expense, all other
reasonable steps necessary to obtain confidential treatment by the
recipient.  Subject to the foregoing,
the party that received such request or demand may thereafter disclose or
provide any Genworth Confidential Information or GE Confidential Information,
as the case may be, to the extent required by such Law (as so advised by
counsel) or by lawful process or such Governmental Authority.


 


6.3           Insurance Matters.


 


(a)         Members
of the Genworth Group will continue to have coverage under GE’s insurance
program until the Trigger Date.  Schedule 6.3
sets forth the current Insurance Policies in GE’s insurance program, and the
amounts payable by Genworth to GE under each such Insurance Policy for the 2004
fiscal year.  Members of the Genworth
Group will pay retrospective premium adjustments under each such


 


59

















 


Insurance Policy
based on their loss experience under the Insurance Policy and in accordance
with GE’s pricing methodologies.  Except
as otherwise set forth on Schedule 6.3, the members of the Genworth
Group will have coverage under all Insurance Policies with respect to periods
prior to the Trigger Date in accordance with the terms of each such Insurance
Policy.  GE and Genworth agree to
cooperate in good faith to provide for an orderly transition of insurance
coverage from the Closing Date through the Trigger Date, and for the treatment
of any Insurance Policies that will remain in effect following the Trigger Date
on a mutually agreeable basis.  Genworth
may cancel coverage under any Insurance Policy by written notice to GE at least
sixty (60) days prior to such cancellation. 
In no event shall GE, any other member of the GE Group or any GE Indemnified
Party have liability or obligation whatsoever to any member of the Genworth
Group if any Insurance Policy or other contract or policy of insurance shall be
terminated or otherwise cease to be in effect or for any reason shall be
unavailable or inadequate to cover any Liability of any member of the Genworth
Group for any reason whatsoever or shall not be renewed or extended beyond the
current expiration date.  GE shall
provide notice to Genworth promptly upon its becoming aware that any Insurance
Policy has been terminated or is otherwise no longer in effect or is reasonably
likely to be terminated or otherwise cease to be in effect.


 


(b)        (i)            Except as otherwise
provided in any Transaction Document, the parties intend by this Agreement that
Genworth and each other member of the Genworth Group be successors-in-interest
to all rights that any member of the Genworth Group may have as of the Closing
Date as a subsidiary, affiliate, division or department of GE prior to the
Closing Date under any policy of insurance issued to GE by any insurance
carrier or under any agreements related to such policies executed and delivered
prior to the Closing Date, including any rights such member of the Genworth
Group may have, as an insured or additional named insured, subsidiary,
affiliate, division or department, to avail itself of any such policy of
insurance or any such agreements related to such policies as in effect prior to
the Closing Date. At the request of Genworth, GE shall take all reasonable
steps, including the execution and delivery of any instruments, to effect the
foregoing; provided, however that GE shall not be required to pay
any amounts, waive any rights or incur any Liabilities in connection therewith.


 


(ii)           Except
as otherwise contemplated by any Transaction Document, after the Closing Date,
none of GE or Genworth or any member of their respective Groups shall, without
the consent of the other, provide any such insurance carrier with a release, or
amend, modify or waive any rights under any such policy or agreement, if such
release, amendment, modification or waiver would adversely affect any rights or
potential rights of any member of the other Group thereunder; provided, however
that the foregoing shall not (A) preclude any member of any Group from presenting
any claim or from exhausting any policy limit, (B) require any member of any
Group to pay any premium or other amount or to incur any Liability, or (C)
require any member of any Group to renew, extend or continue any policy in
force. Each of Genworth and GE will share such information as is reasonably
necessary in order to permit the other to manage and conduct its insurance
matters in an orderly fashion.


 


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(c)         This
Agreement shall not be considered as an attempted assignment of any policy of
insurance or as a contract of insurance and shall not be construed to waive any
right or remedy of any member of the GE Group in respect of any Insurance
Policy or any other contract or policy of insurance.


 


(d)        Genworth
does hereby, for itself and each other member of the Genworth Group, agree that
no member of the GE Group or any GE Indemnified Party shall have any Liability
whatsoever to Genworth or any other member of the Genworth Group as a result of
the insurance policies and practices of GE and its Affiliates as in effect at
any time prior to the Closing Date, including as a result of the level or scope
of any such insurance, the creditworthiness of any insurance carrier, the terms
and conditions of any policy, the adequacy or timeliness of any notice to any
insurance carrier with respect to any claim or potential claim or otherwise.


 


(e)         Nothing
in this Agreement shall be deemed to restrict any member of the Genworth Group
from acquiring at its own expense any other insurance policy in respect of any
Liabilities or covering any period; provided that Genworth shall give GE
prompt written notice of any such insurance policy acquired prior to the
Trigger Date.


 


6.4           Allocation of Costs and Expenses.  GE shall pay (or, to the extent incurred by
and paid for by any member of the Genworth Group, will promptly reimburse such
party for any and all amounts so paid) for all out-of-pocket fees, costs and
expenses incurred by Genworth or any member of the GE Group prior to and
simultaneously with the consummation of the Initial Public Offering in
connection with the Transactions, including (a) the preparation and negotiation
of this Agreement, each Transaction Document (unless otherwise expressly
provided therein), the Genworth Bridge Loan, the Genworth Credit Facilities,
the Genworth Senior Notes and the $1.0 billion Genworth commercial paper
facility and all other documentation related to the Transactions and all
related transactions, (b) the preparation and execution or filing of any and
all other documents, agreements, forms, applications, contracts or consents
associated with the Transactions and all related transactions, (c) the
preparation and filing of Genworth’s and its Subsidiaries’ organizational
documents, (d) the preparation, printing and filing of any Registration
Statement, including all fees and expenses of complying with applicable
federal, state or foreign securities Laws and domestic or foreign securities
exchange rules and regulations, together with fees and expenses of counsel
retained to effect such compliance, (e) the preparation, printing and
distribution of each Prospectus, (f) the private letter ruling from the
Internal Revenue Service sought in connection with the Transactions, (g) the
initial listing of the Genworth Common Stock, the Series A Preferred Stock and
the Genworth Equity Units on The New York Stock Exchange, (h) the fees and
expenses of KPMG LLP incurred in connection with the IPO Registration Statement
(excluding core-audit fees and expenses of KPMG LLP), (i) the fees and expenses
of PricewaterhouseCoopers LLP incurred in connection with the Initial Public
Offering and Genworth’s second quarter financial closing (including all such
fees and expenses incurred through July 15, 2004) and (j) the preparation
(including, but not limited to, the printing of documents) and implementation
of Genworth’s or its Subsidiaries’ employee benefit plans, retirement plans and
equity-based plans.  In


 


61

















 


addition, GE shall
pay (or, to the extent incurred by and paid for by any member of the Genworth
Group, will promptly reimburse such party for any and all amounts so paid) for
all out-of-pocket fees, costs and expenses incurred by Genworth or any member of
the GE Group or Genworth Group following the consummation of the Initial Public
Offering in connection with (1) the preparation, printing and filing of the
Debt Registration Statement, including all fees and expenses of complying with
applicable federal, state or foreign securities Laws and domestic or foreign
securities exchange rules and regulations, together with fees and expenses of
counsel retained to effect such compliance, (2) the preparation, printing and
distribution of the Prospectus included in the Debt Registration Statement, (3)
the consummation of the Genworth Credit Facilities, the Genworth Senior Notes
and the $1.0 billion Genworth commercial paper facility, (4) the consummation
of the transfer of the Delayed Transfer Assets and the assumption of the
Delayed Transfer Liabilities; (5) the exercise of the Over-Allotment Option and
(6) the FACL Bonds Reinsurance pursuant to Section 2.10(a), the
transfer of Active FACL Bonds to an appropriate member of the GE Group pursuant
to Section 2.10(b) and the preparation of the administration
agreements contemplated by Sections 2.10(c)(ii) and 2.10(e)(v); provided,
that prior to the Closing Date Genworth shall deliver to GE a good faith
estimate of the out-of-pocket fees, costs and expenses expected to be incurred
in connection with the foregoing clauses (1) through (4) and clause (6).


 


6.5           Covenants Against Taking Certain
Actions Affecting GE.


 


(a)         Genworth
hereby covenants and agrees that it shall not, without the prior written
consent of GE (which it may withhold in its sole and absolute discretion) take,
or cause to be taken, directly or indirectly, any action, including making or
failing to make any election under the Law of any state, which has the effect,
directly or indirectly, of restricting or limiting the ability of GE or any of
its Affiliates to freely sell, transfer, assign, pledge or otherwise dispose of
shares of Genworth Common Stock. 
Without limiting the generality of the foregoing, Genworth shall not,
without the prior written consent of GE (which it may withhold in its sole and
absolute discretion), take any action, or recommend to its stockholders any
action, which would among other things, limit the legal rights of, or deny any
benefit to, GE as a Genworth stockholder in a manner not applicable to Genworth
stockholders generally.


 


(b)        Prior
to the Trigger Date, to the extent that any member of the GE Group is a party
to any contract or agreement with a third party (i) that provides that certain
actions of GE’s Subsidiaries may result in GE being in breach of or in default
under such agreement and GE has advised Genworth, or Genworth is otherwise
aware, of the existence of, such contract or agreement (or the relevant
portions thereof), (ii) to which any member of the Genworth Group is a party or
(iii) under which any member of the Genworth Group has performed any
obligations on or before the date hereof, Genworth shall not take, and shall
cause each other member of the Genworth Group not to take, any actions that
reasonably could result in any member of the GE Group being in breach of or in
default under any such contract or agreement; provided, that, except as
set forth in any Transaction Document or otherwise agreed to in writing by any
member of the Genworth Group, the foregoing shall not obligate any member of
the Genworth Group to satisfy any volume assumptions or targets in any such
contracts or agreements


 


62

















 


that are not
specifically applicable to such member of the Genworth Group in such contracts
or agreements.  As of the date hereof,
the contracts and agreements described in clause (i) above are set forth or
generally described on Schedule 6.5(b). Genworth hereby
acknowledges and agrees that GE has made available to Genworth copies of each
contract or agreement (or the relevant portion thereof) described on Schedule 6.5(b).
The parties acknowledge and agree that, after the date hereof, GE may in good
faith (and not solely with the intention of imposing restrictions on Genworth
pursuant to this covenant) amend the referenced agreements or enter into
additional contracts or agreements that provide that certain actions of any
member of the Genworth Group may result in GE being in breach of or in default
under such agreements; provided that GE shall use reasonable efforts to
notify and consult with Genworth prior to entering into any such amendments or
additional contracts or agreements to the extent that compliance therewith (i)
could reasonably be expected to have a material adverse effect on any member of
the Genworth Group or (ii) would discriminate in an adverse way in the
treatment of members of the Genworth Group as compared with GE and its other
Affiliates, and shall make available to Genworth copies of such amendments or
additional contracts or agreements.  In
such event, Schedule 6.5(b) shall be deemed to be automatically
amended to reflect the addition of any other contracts or agreements (or
relevant portions thereof) of which GE advises Genworth after the date hereof
in accordance with this Section 6.5(b).


 


(c)         Genworth
shall not, without GE’s prior written consent, enter into any agreement or
arrangement that, directly or indirectly, binds or purports to bind any member
of the GE Group.


 


6.6           No Violations.


 


(a)         Genworth
covenants and agrees that it shall not, and shall cause its Subsidiaries not
to, take any action or enter into any commitment or agreement that may
reasonably be anticipated to result, with or without notice and with or without
lapse of time or otherwise, in a contravention or event of default by any
member of the GE Group of: (i) any provisions of applicable Law; (ii) any
provision of the organizational documents of any member of the GE Group; (iii)
any credit agreement or other material instrument binding upon any member of
the GE Group in effect as of the Closing Date; or (iv) any judgment, order or
decree of any Governmental Authority having jurisdiction over any member of the
GE Group or any of its respective assets.


 


(b)        GE
covenants and agrees that it shall not, and shall cause its Subsidiaries not to
take any action or enter into any commitment or agreement that may reasonably
be anticipated to result, with or without notice and with or without lapse of
time or otherwise, in a contravention or event of default by any member of the
Genworth Group of: (i) any provisions of applicable Law; (ii) any provision of
the organizational documents of Genworth; (iii) any credit agreement or other
material instrument binding upon Genworth in effect as of the Closing Date; (iv)
the Genworth Bridge Loan and the Genworth Senior Notes; or (v) any judgment,
order or decree of any Governmental Authority having jurisdiction over Genworth
or any of its Assets.


 


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(c)         Genworth
and GE agree to provide to the other any information and documentation
reasonably requested by the other for the purpose of evaluating and ensuring
compliance with Sections 6.6(a) and Section 6.6(b) hereof.


 


(d)        Notwithstanding
Section 6.6(b), nothing in this Agreement is intended to limit or
restrict in any way GE’s or its Affiliates’ rights as stockholders of Genworth.


 


6.7           Registration Statements.  To the extent necessary to enable the
unrestricted transfer of the applicable shares of Genworth Common Stock, upon
consummation of the Initial Public Offering, Genworth shall file and cause to
remain effective a registration statement with the SEC to register Genworth
Common Stock that may be acquired by employees of any member of the Genworth
Group as contemplated by GE’s or its Subsidiaries’ employee stock or option
plans.


 


6.8           Charter Provision.  Genworth shall, and shall cause each of its Subsidiaries to, take
any and all actions necessary to ensure continued compliance by Genworth and
its Subsidiaries with the provisions of its certificate or articles of
incorporation and by-laws.  Genworth
shall notify GE in writing promptly after becoming aware of any act or activity
taken or proposed to be taken by Genworth or any of its Subsidiaries which
resulted or would result in non-compliance with any such charter provisions and
so long as GE owns any shares of Class B Common Stock Genworth shall take or
refrain from taking all such actions as GE shall in its sole discretion
determine necessary or desirable to prevent or remedy any such non-compliance.


 


6.9           Litigation and Settlement
Cooperation.  Prior to the
Trigger Date, GE will use its commercially reasonable efforts to include
Genworth and its Subsidiaries in the settlement of any Third Party Claim which
jointly involves a member of the GE Group and a member of the Genworth Group; provided,
however, that Genworth shall be responsible for its share of any such
settlement obligation and any incremental cost (as reasonably determined by GE)
to GE of including Genworth in such settlement; provided, further,
that Genworth shall be permitted in good faith to opt out of any settlement if
Genworth agrees to be responsible for defending its share of such Third Party
Claim.  The parties agree to cooperate
in the defense and settlement of any such Third Party Claim which primarily
relates to matters, actions, events or occurrences taking place prior to the
Trigger Date.  In addition, both
Genworth and GE will use their commercially reasonable efforts to make the
necessary filings to permit each party to defend its own interests in any such
Third Party Claim as of the Trigger Date, or as soon as practicable thereafter.


 


6.10         Continuation of Certain
Arrangements.  GE and Genworth
will each use commercially reasonably efforts to continue or cause to be
continued the arrangements described in Schedule 6.10.


 


6.11         Future Intercompany Transactions.  All proposed intercompany transactions
between Genworth and GE after the Closing Date, including any material
amendments to the Transaction Documents, and any consent or approval proposed
to be


 


64

















 


granted by
Genworth for GE’s benefit, in each case that would ordinarily be submitted for
approval by the board of directors of Genworth will be subject to the approval
of a majority of the independent directors (as defined under the applicable
rules of any securities exchange on which shares of Genworth Common Stock are
listed) of the board of directors of Genworth.


 


6.12         Use of Restricted Marks; Certain Commercial
Arrangements.


 


(a)         Except
as otherwise set forth below, during the period commencing on the Closing Date
and ending on the first to occur of (x) the fifth anniversary of the Closing
Date, (y) the termination of the right to use the Licensed Marks with respect
to products and services under the Transitional Trademark Agreement, and (z)
solely with respect to a specific type of product or service in a particular
jurisdiction (including the use of the Licensed Marks in connection with
products and services offered and jurisdictions entered after the Closing Date
in accordance with the Transitional Trademark Agreement), the first date that
Genworth ceases to use the Licensed Marks for a period of at least 180 days
with respect to such type of product or service in such jurisdiction, GE will
not, and will cause its Affiliates not to, use the Restricted Marks in
connection with (i) the underwriting, marketing, endorsing, issuing, or
administering (other than in connection with a reinsurance relationship) on a
primary basis of life insurance, long-term care insurance, annuities (other
than in conjunction with the offering of a GE or GE Affiliate-managed mutual
fund investment offering underlying such annuities), and work site benefits
insurance (for the avoidance of doubt, excluding employer stop loss, workers
compensation, and excess workers compensation insurance underwritten or issued
by any GE Affiliate on a direct basis as of the date hereof, provided
that in connection therewith, the Restricted Marks are used in a substantially
similar manner as used as of the date hereof) in the United States or of auto
insurance products in the Republic of Mexico or (ii) the underwriting or
issuing of mortgage insurance products or similar products providing credit default
protection on residential mortgages anywhere in the world.  In connection with clause (z) above,
Genworth shall notify GE as promptly as practicable in connection with any
cessation of use of the Restricted Marks as set forth above.


 


(b)        Notwithstanding
the foregoing, and without implicitly agreeing that any of the following
activities would be prohibited by the restrictions set forth in paragraph (a)
above, GE and its Affiliates shall not be prohibited from (i) using the
Restricted Marks in any way in connection with (A) any business in which GE or
any of its Affiliates (which, for purposes of this clause, shall not include
Genworth and its Subsidiaries) is engaged as of the Closing or (B) the
activities set forth on Schedule 6.12(b)(i)(B); (ii) using the
Restricted Marks in the underwriting, marketing, endorsing, issuing, renewing,
amending, and administering of any and all types of reinsurance and
retrocession whether or not so used by GE or any of its Affiliates as of the
Closing, including without limitation, reinsurance and retrocession of the
types of business that, if underwritten or marketed on a primary basis by GE or
its Affiliates using the Restricted Marks would violate the restrictions set
forth in paragraph (a) above, provided that in connection with such
reinsurance or retrocession, GE and its Affiliates will not use the Restricted
Marks in marketing activities primarily directed to


 


65

















 


consumers; or
(iii) making references to any Affiliate of GE as an Affiliate of GE or any of
GE’s Affiliates (including, without limitation, for the purposes of evidencing
credit rating or other support); or (iv) making such disclosures as may be
required by applicable Law.


 


(c)         GE
and Genworth agree that the underwriting, marketing, or issuing of payment
protection products (as defined in the Framework Agreement) by GE’s Consumer
Finance Division in Europe shall be governed by the Framework Agreement.  GE agrees that to the extent GE or any other
controlled Affiliate of GE desires to offer payment protection products in the
jurisdictions covered by the Framework Agreement in conjunction with a consumer
financing arrangement where GE or a GE Affiliate acts as the provider of
finance, GE shall, or shall cause such controlled Affiliate, to enter into an
arrangement substantially similar to, and for the period covered by, the
Framework Agreement.


 


(d)        GE
agrees that if it or any of its controlled Affiliates decides to purchase
mortgage insurance or any similar products in respect of any residential first
mortgage loans or any such loans as it may purchase from third parties, it will
so advise Genworth and, if the contemplated transactions would be in a market
where Genworth is authorized to conduct such business, or can become so
authorized within a three month period, seek a proposal for such coverage from
Genworth no later than when it seeks such proposals or offers from any other
sources.  This obligation shall not
apply in a market where GE or such controlled Affiliate has an existing
relationship with a third party provider where it decides to purchase
additional cover in respect of residential first mortgage loans from that
provider in that market.  GE and its
controlled Affiliates will retain the right, in their sole discretion, to
accept or reject Genworth’s proposals or terms.


 


(e)         The
parties agree that it is not their intention to violate any Law.  The parties intend that the provisions of
this Section 6.12 be enforced to the fullest extent permissible under the
Laws applicable in each jurisdiction in which enforcement is sought.  If any provision of this Section 6.12
is found by a court or arbitrator to be unenforceable, the parties authorize
the court or arbitrator to amend or modify the provision to make it enforceable
in the most restrictive fashion permitted by Law.  For the avoidance of doubt, any Disputes relating to this
Section 6.12 shall be resolved in accordance with the procedures set forth
in Article VII of this Agreement except, with respect to paragraph (c), as
otherwise provided in the Framework Agreement. 
GE acknowledges that any violation of the restrictions set forth above
could result in irreparable injury to Genworth and that, in the event of a violation
by GE or its Affiliates, Genworth shall be entitled to obtain injunctive relief
in accordance with Article VII.


 


6.13         Committees.


 


(a)         Compensation
Committee.  Prior to the Trigger
Date, the compensation committee of the board of directors of Genworth shall be
comprised of three directors, one of whom shall be designated by GE and two of
whom shall be 


 


66

















 


independent
directors as defined under the applicable rules of any securities exchange on
which shares of Genworth Common Stock are listed.  From and after the Trigger Date, the compensation committee shall
be comprised of three directors each of whom shall be independent directors as
defined under the applicable rules of any securities exchange on which shares
of Genworth Common Stock are listed.


 


(b)        Nominating
Committee.  Prior to the Trigger
Date the nominating committee shall be comprised of five directors, one of whom
shall be the chief executive officer of Genworth, one of whom shall be
designated by GE and three of whom shall be independent directors as defined
under the applicable rules of any securities exchange on which shares of
Genworth Common Stock are listed.  From
and after the Trigger Date, the nominating committee shall be comprised of
three directors each of whom shall be independent directors as defined under
the applicable rules of any securities exchange on which shares of Genworth
Common Stock are listed.


 


6.14         Genworth Bridge Loan.  Genworth shall enter into the Genworth
Bridge Loan prior to the consummation of the Initial Public Offering.


 


6.15         GE Policies. 
If a provision of Genworth’s Charter or Amended and Restated Bylaws or
of any Transaction Document contradicts a policy of the GE Parties (the “GE
Policies”) that applies to Subsidiaries of GE, such provision in Genworth’s
Charter or Amended and Restated Bylaws or Transaction Document shall
control.  In any other case, and except
as otherwise agreed or unless superseded by any policies adopted by the board
of directors of Genworth, the GE Policies that apply to Subsidiaries of GE
shall apply to Genworth and its Subsidiaries until the Trigger Date.  The key GE Policies applicable to Genworth
and its Subsidiaries as of the Closing Date are listed on Schedule 6.15.


 


6.16         HomeBuyer Now Program; GE
Relocation Program; GE Marketplace.


 


(a)         From
and after the Closing Date, the parties agree to use their commercially
reasonable efforts to continue discussions relating to a proposed agreement
between the parties relating to (i) the provision of the same or similar goods
and services currently provided by members of the GE Group in support of the
HomeBuyer Privileges and HomeBuilder Privileges programs and other marketing
arrangements between the parties relating thereto and (ii) the terms and
conditions of the proposed HomeBuyer Now platforms, including Emerging Markets,
Telemundo and Builder programs.  The
parties acknowledge that an agreement, if any, between the parties relating to
the foregoing shall be set forth in definitive documentation executed by the
appropriate members of the GE Group and the Genworth Group.


 


(b)        From
the Closing Date until the second anniversary of the Trigger Date, the parties
agree that Genworth shall have the right to recommend one or more mortgage
lender customers as a preferred mortgage lender provider for the GE Group’s
employee relocation programs and the parties shall use their commercially
reasonable efforts to continue discussions for potential inclusion of such
recommended lenders.


 


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(c)         From
the Closing Date until the second anniversary of the Trigger Date, Genworth
shall continue to coordinate reviews of one or more provider(s) of residential
mortgage loans for placement on the GE Group’s Employee Services intranet site
known as the GE Marketplace (or successor thereto) and present recommendations
to the Marketplace Oversight Committee. 
The Marketplace Oversight Committee shall evaluate proposed offers to
include recommended providers in GE Marketplace offerings, subject to its
approval guidelines and standards.  The
parties acknowledge that the acceptance of each such recommended mortgage
provider shall be in the sole and absolute discretion of the GE Group.


 


6.17         Joint Management Committee.  Genworth and GE shall use their commercially
reasonable efforts (i) to promptly negotiate in good faith the terms of a
letter agreement addressing the matters described in Exhibit KK hereto,
(ii) following negotiation of such letter agreement, to seek and obtain all
regulatory approvals necessary to allow the parties to the Reinsurance
Agreements to enter into such letter agreement and (iii) to cause such
subsidiaries to enter into such letter agreement following receipt of all
required regulatory approvals.


 


6.18         Repurchase of Common Stock.  Prior to the Trigger Date, without GE’s
prior written consent, Genworth shall not, and shall cause the other members of
the Genworth Group not to, purchase, redeem or otherwise acquire or retire for
value any shares of Class A Common Stock or any warrants, options or other
rights to acquire Class A Common Stock other than (1) the repurchase of Class A
Common Stock deemed to occur upon exercise of stock options to that extent that
shares of Class A Common Stock represent a portion of the exercise price of the
stock options or are withheld by Genworth to pay applicable withholding taxes
and (2) the repurchase of Class A Common Stock deemed to occur to the extent
shares of Class A Common Stock are withheld by Genworth to pay applicable
withholding taxes in connection with any grant or vesting of restricted stock.


 


6.19         Credit Facilities.  Prior to the Operative Date (as defined in
the Charter), if Genworth intends to incur Indebtedness under the Credit
Facilities (as such terms are defined in the Charter) to fund (i) liabilities
of Genworth and its Subsidiaries under funding agreements or guaranteed
investment contracts issued in the ordinary course of business by Subsidiaries
of Genworth that are regulated life insurance companies or (ii) cash payments
by Genworth and its Subsidiaries in connection with insurance policy surrenders
and withdrawals in the ordinary course of business, Genworth shall provide
prior notice thereof to GE and, to the extent requested by GE, consult with GE
with respect to such incurrence.


 


6.20         Amendments to
Reinsurance-Related Documents and Other Agreements.  Promptly following the Closing Date,
Genworth and GE shall, and shall cause their respective Subsidiaries to, take
all necessary actions to amend each of the Reinsurance-Related Documents, the
Business Services Agreement and the UFLIC ESG Services Agreement so that the
terms thereof are consistent with the terms of Section 7.1(c),
including seeking all regulatory approvals necessary to effect such amendments.


 


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6.21         Compensation Practices Review.  Genworth and GE shall use their commercially
reasonable efforts to cause their relevant subsidiaries to undertake a one-time
joint review of the compensation practices relating to the business reinsured
under the Variable Annuity Reinsurance Agreements and, subject to compliance
with applicable contractual limitations and Law, to appropriately adjust, if
necessary, such practices to reflect current industry standards and practices.  Such review shall include the payment of
commissions in connection with withdrawals and subsequent new money additions.


 


ARTICLE VII


 


DISPUTE RESOLUTION


 


7.1           General Provisions.


 


(a)         Any
dispute, controversy or claim arising out of or relating to this Agreement or
the Transaction Documents (other than the Transaction Documents set forth on Schedule 7.1),
or the validity, interpretation, breach or termination thereof (a “Dispute”),
shall be resolved in accordance with the procedures set forth in this Article VII,
which shall be the sole and exclusive procedures for the resolution of any such
Dispute unless otherwise specified below.


 


(b)        Commencing
with a request contemplated by Section 7.2 set forth below, all
communications between the parties or their representatives in connection with
the attempted resolution of any Dispute, including any mediator’s evaluation
referred to in Section 7.3 set forth below, shall be deemed to have
been delivered in furtherance of a Dispute settlement and shall be exempt from
discovery and production, and shall not be admissible in evidence for any
reason (whether as an admission or otherwise), in any arbitral or other
proceeding for the resolution of the Dispute.


 


(c)         Except
as provided in Section 7.1(f) in connection with any Dispute, the
parties expressly waive and forego any right to (i) special, indirect,
incidental, punitive, consequential, exemplary, statutorily-enhanced or similar
damages in excess of compensatory damages (provided that liability for any such
damages with respect to a Third Party Claim shall be considered direct
damages), and (ii) trial by jury.


 


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


 


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


 


(f)         Notwithstanding
anything to the contrary contained in this Article VII, any Dispute
relating to GE’s rights as a stockholder of Genworth pursuant to applicable
Law, Genworth’s Charter or Genworth’s Amended and Restated Bylaws, including
GE’s rights as the holder of the Class B Common Stock, will not be governed


 


69

















 


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


 


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


 


7.3           Mediation. 
If a Dispute is not resolved by negotiation as provided in Section 7.2
within forty-five (45) days from the delivery of the Initial Notice, then
either party may submit the Dispute for resolution by mediation pursuant to the
CPR Institute for Dispute Resolution (the “CPR”) Model Mediation
Procedure as then in effect.  The
parties will select a mediator from the CPR Panels of Distinguished
Neutrals.  Either party at commencement
of the mediation may ask the mediator to provide an evaluation of the Dispute
and the parties’ relative positions.


 


7.4           Arbitration.


 


(a)         If
a Dispute is not resolved by mediation as provided in Section 7.3
within thirty (30) days of the selection of a mediator (unless the mediator
chooses to withdraw sooner), either party may submit the Dispute to be finally
resolved by arbitration pursuant to the CPR Rules for Non-Administered
Arbitration as then in effect (the “CPR Arbitration Rules”).  The parties consent to a single,
consolidated arbitration for all known Disputes existing at the time of the
arbitration and for which arbitration is permitted.


 


(b)        The
neutral organization for purposes of the CPR Arbitration Rules will be the CPR.
The arbitral tribunal shall be composed of three arbitrators, of whom each
party shall appoint one in accordance with the “screened” appointment procedure
provided in Rule 5.4 of the CPR Arbitration Rules.  The arbitration shall be conducted in New York City.  Each party shall be permitted to present its
case,


 


70

















 


witnesses and
evidence, if any, in the presence of the other party.  A written transcript of the proceedings shall be made and
furnished to the parties.  The
arbitrators shall determine the Dispute in accordance with the law of 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 and the Transaction Documents according to their respective terms; provided,
however, that any Dispute in respect of a Transaction Document which by
its terms is governed by the law of a jurisdiction other than the State of New
York shall be determined by the law of such other jurisdiction and; provided,
further, however, that the provisions of this Agreement relating
to arbitration shall in any event be governed by the Federal Arbitration Act, 9
U.S.C. §§ 1 et seq.


 


(c)         The
parties agree to be bound by any award or order resulting from any arbitration
conducted in accordance with this Section 7.4 and further agree
that judgment on any award or order resulting from an arbitration conducted
under this Section 7.4 may be entered and enforced in any court
having jurisdiction thereof.


 


(d)        Except
as expressly permitted by this Agreement, no party will commence or voluntarily
participate in any court action or proceeding concerning a Dispute, except (i)
for enforcement as contemplated by Section 7.4(c) above, (ii) to
restrict or vacate an arbitral decision based on the grounds specified under
applicable law, or (iii) for interim relief as provided in paragraph (e) below.
For purposes of the foregoing, the parties hereto submit to the non-exclusive
jurisdiction of the courts of the State of New York.


 


(e)         In
addition to the authority otherwise conferred on the arbitral tribunal, the
tribunal shall have the authority to make such orders for interim relief,
including injunctive relief, as it may deem just and equitable. Notwithstanding
Section 7.4(d) above, each party acknowledges that in the event of
any actual or threatened breach of the provisions of (i) Section 6.2,
Section 6.12 or Section 6.13, (ii) the Employee Matters
Agreement, (iii) the Cross License Agreement, (iv) the Transitional Trademark
License Agreement or (v) the Registration Rights Agreement, the remedy at law
would not be adequate, and therefore injunctive or other interim relief may be
sought immediately to restrain such breach. 
If the tribunal shall not have been appointed, either party may seek
interim relief from a court having jurisdiction if the award to which the
applicant may be entitled may be rendered ineffectual without such interim
relief.  Upon appointment of the
tribunal following any grant of interim relief by a court, the tribunal may
affirm or disaffirm such relief, and the parties will seek modification or
rescission of the court action as necessary to accord with the tribunal’s
decision.


 


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


 


71

















 


ARTICLE VIII


 


MISCELLANEOUS


 


8.1           Corporate Power; Fiduciary Duty.


 


(a)         Each
of the GE Parties represents on behalf of itself, and Genworth represents on
behalf of itself, as follows:


 


(i)            each
such Person has the requisite corporate or other power and authority and has
taken all corporate or other action necessary in order to execute, deliver and
perform each of this Agreement and each other Transaction Document to which it
is a party and to consummate the transactions contemplated hereby and thereby;
and


 


(ii)           this
Agreement and each Transaction Document to which it is a party has been duly
executed and delivered by it and constitutes a valid and binding agreement of
it enforceable in accordance with the terms thereof.


 


(b)        Notwithstanding
any provision of this Agreement or any Transaction Document, none of the GE
Parties nor Genworth shall be required to take or omit to take any act that
would violate its fiduciary duties to any minority stockholders of Genworth or
any non-wholly owned Subsidiary of GE or Genworth, as the case may be (it being
understood that directors’ qualifying shares or similar interests will be
disregarded for purposes of determining whether a Subsidiary is wholly owned).


 


8.2           Governing Law. 
This Agreement and, unless expressly provided therein, each other
Transaction Document, shall be governed by and construed and interpreted in
accordance with the Laws of the State of New York irrespective of the choice of
Laws principles of the State of New York other than Section 5-1401 of the
General Obligations Law of the State of New York.


 


8.3           Survival of Covenants.  Except as expressly set forth in any
Transaction Document, the covenants and other agreements contained in this
Agreement and each Transaction Document, and liability for the breach of any
obligations contained herein or therein, shall survive each of the Separation
and the Initial Public Offering and shall remain in full force and effect; provided,
however, that Genworth’s obligations under Sections 4.6 and 4.9 shall
terminate on the first date on which GE ceases to beneficially own, in the
aggregate (excluding for such purposes shares of Genworth Common Stock
beneficially owned by GE but not for its own account, including (in such
exclusion) beneficial ownership which arises by virtue of some entity that is
an Affiliate of GE being a sponsor of or advisor to a mutual or similar fund
that beneficially owns shares of Genworth Common Stock) at least one percent
(1%) of the outstanding Genworth Common Stock.


 


8.4           Force Majeure. 
No party hereto (or any Person acting on its behalf) shall have any
liability or responsibility for failure to fulfill any obligation (other than a
payment obligation) under this Agreement or, unless otherwise expressly
provided


 


72

















 


therein, any
Transaction Document, so long as and to the extent to which the fulfillment of
such obligation is prevented, frustrated, hindered or delayed as a consequence
of circumstances of Force Majeure.  A
party claiming the benefit of this provision shall, as soon as reasonably
practicable after the occurrence of any such event:  (i) notify the other parties of the nature and extent of any such
Force Majeure condition and (ii) use due diligence to remove any such causes
and resume performance under this Agreement as soon as feasible.


 


8.5           Notices.  All
notices, requests, claims, demands and other communications under this
Agreement and, to the extent applicable and unless otherwise provided therein,
under each of the Transaction Documents shall be in writing and shall be given
or made (and shall be deemed to have been duly given or made upon receipt) by
delivery in person, by overnight courier service, by facsimile with receipt
confirmed (followed by delivery of an original via overnight courier service) or
by registered or certified mail (postage prepaid, return receipt requested) to
the respective parties at the following addresses (or at such other address for
a party as shall be specified in a notice given in accordance with this Section 8.5):


 


If to the GE Parties, to:


 


General Electric Company


3135 Easton Turnpike


Fairfield, CT 06828


Attention: Chief Corporate and Securities Counsel


Fax: 203-373-3079


 


If to Genworth, to:


 


Genworth Financial, Inc.


6620 West Broad Street


Richmond, VA 23230


Attention:  General
Counsel


Fax: 804-662-2414


 


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


 


8.7           Entire Agreement.  Except as otherwise expressly provided in this Agreement, this
Agreement (including the Schedules and Exhibits hereto) constitutes the entire
agreement of the parties hereto with respect to the subject matter of this
Agreement


 


73

















 


and supersedes all
prior agreements and undertakings, both written and oral, between or on behalf
of the parties hereto with respect to the subject matter of this Agreement.


 


8.8           Assignment; No Third-Party
Beneficiaries.  This Agreement
shall not be assigned by any party hereto without the prior written consent of
the other parties hereto.  Except as
provided in Article V with respect to Indemnified Parties, this
Agreement is for the sole benefit of the parties to this Agreement and members
of their respective Group and their permitted successors and assigns and
nothing in this Agreement, express or implied, is intended to or shall confer
upon any other Person or entity any legal or equitable right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement.


 


8.9           Public Announcements.  GE and Genworth shall consult with each
other before issuing, and give each other the opportunity to review and comment
upon, any press release or other public statements with respect to the
transactions contemplated by this Agreement and the Transaction Documents, and
shall not issue any such press release or make any such public statement prior
to such consultation, except as may be required by applicable Law, court
process or by obligations pursuant to any listing agreement with any national
securities exchange or national securities quotation system.


 


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


 


8.11         Rules of Construction.  Interpretation of this Agreement shall be
governed by the following rules of construction:  (a) words in the singular shall be held to include the plural and
vice versa and words of one gender shall be held to include the other gender as
the context requires, (b) references to the terms Article, Section, paragraph,
and Schedule are references to the Articles, Sections, paragraphs, and
Schedules to this Agreement unless otherwise specified, (c) the word
“including” and words of similar import shall mean “including, without
limitation,” (d) provisions shall apply, when appropriate, to successive events
and transactions, (e) the table of contents and headings contained herein are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement and (f) this Agreement shall be construed
without regard to any presumption or rule requiring construction or
interpretation against the party drafting or causing any instrument to be
drafted.


 


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


 


74

















 


[The remainder of this page is intentionally left
blank]


 


75

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed on the date first written above by their
respective duly authorized officers.


 


	
   

  	
  GENERAL ELECTRIC
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis D.
  Dammerman

  	
   

  
	
   

  	
   

  	
  Name: Dennis D.
  Dammerman

  
	
   

  	
   

  	
  Title: Vice
  Chairman and Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC
  CAPITAL

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James A.
  Parke

  	
   

  
	
   

  	
   

  	
  Name: James A.
  Parke

  
	
   

  	
   

  	
  Title: Vice
  Chairman and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GEI, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard
  D'Avino

  	
   

  
	
   

  	
   

  	
  Name: Richard
  D'Avino

  
	
   

  	
   

  	
  Title: Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GE FINANCIAL
  ASSURANCE

  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kathryn A.
  Cassidy

  	
   

  
	
   

  	
   

  	
  Name: Kathryn A.
  Cassidy

  
	
   

  	
   

  	
  Title: Senior
  Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENWORTH
  FINANCIAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Leon E.
  Roday

  	
   

  
	
   

  	
   

  	
  Name: Leon E.
  Roday

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President, General Counsel and Secretary

  
					



 


76

















 


Exhibit
A


 


Form of Transition Services Agreement


 


Separately
provided as Exhibit 10.3 to Registration Statement No. 333-112009.


 

















 


Exhibit
B


 


Form of Registration Rights Agreement


 


Separately
provided as Exhibit 10.2 to Registration Statement No. 333-112009.


 

















 


Exhibit
C


 


Form of Tax Matters Agreement


 


Separately
provided as Exhibit 10.7 to Registration Statement No. 333-112009.


 

















 


Exhibit
D


 


Form of Employee Matters Agreement


 


Separately
provided as Exhibit 10.8 to Registration Statement No. 333-112009.


 

















 


Exhibit
E


 


Form of Transitional Trademark
License Agreement


 


Separately
provided as Exhibit 10.9 to Registration Statement No. 333-112009.


 

















 


Exhibit
F


 


Form of Intellectual Property Cross
License Agreement


 


Separately
provided as Exhibit 10.10 to Registration Statement No. 333-112009.


 

















 


Exhibit
G


 


Form of Outsourcing Services
Separation Agreement


 


Separately
provided as Exhibit 10.6 to Registration Statement No. 333-112009.


 

















 


Exhibit
H


 


Form of European Transition Services
Agreement


 


Separately
provided as Exhibit 10.30 to Registration Statement No. 333-112009.


 

















 


Exhibit
I


 


Form of Investment Management
Agreements


 


Separately
provided as Exhibit 10.31 and Exhibit 10.32 to Registration Statement No.
333-112009.


 

















 


Exhibit
J


 


Form of Viking Agreement


 


Separately
provided as Exhibit 10.29 to Registration Statement No. 333-112009.


 

















 


Exhibit
K


 


Form of Liability and Portfolio
Management Agreement


 


Separately
provided as Exhibit 10.4, Exhibit 10.5 and Exhibit 10.55 to Registration
Statement No. 333-112009.


 

















 


Exhibit
L


 


Form of Asset Management Services
Agreement


 


Separately
provided as Exhibit 10.33 to Registration Statement No. 333-112009.


 

















 


Exhibit
M


 


Form of UK Transfer Plan


 


Separately
provided as Exhibit 10.41 to Registration Statement No. 333-112009.


 

















 


Exhibit
N


 


Form of French Transfer Plan


 


Separately
provided as Exhibit 10.43 to Registration Statement No. 333-112009.


 

















 


Exhibit
O


 


Form of Derivatives Management
Services Agreement


 


Separately
provided as Exhibit 10.28 to Registration Statement No. 333-112009.


 

















 


Exhibit
P


 


Form of European Tax Matters
Agreement


 


Separately
provided as Exhibit 10.57 to Registration Statement No. 333-112009.


 

















 


Exhibit
Q


 


Form of Framework Agreement


 


Separately
provided as Exhibit 10.26 to Registration Statement No. 333-112009.


 

















 


Exhibit
R


 


Form of Mortgage Services Agreement


 


Separately
provided as Exhibit 10.25 to Registration Statement No. 333-112009.


 

















 


Exhibit
S


 


Form of UFLIC ESG Services Agreement


 


Separately
provided as Exhibit 10.45 to Registration Statement No. 333-112009.


 

















 


Exhibit
T


 


French Transfer Agreement


 


Separately
provided as Exhibit 10.44 to Registration Statement No. 333-112009.


 

















 


Exhibit
U


 


Form of Capital Management Agreement


 


Separately
provided as Exhibit 10.21 to Registration Statement No. 333-112009.


 

























Exhibit V


 


RECAPTURE AGREEMENT


 


This RECAPTURE AGREEMENT (this “Agreement”)
effective as of 12:01 a.m. on January 1, 2004 (the “Effective Time”)  by and between GENERAL ELECTRIC CAPITAL
ASSURANCE COMPANY, an insurance company organized under the laws of Delaware
(the “Retrocedent”) and JAMESTOWN LIFE INSURANCE COMPANY, an insurance
company organized under the laws of Virginia (the “Retrocessionaire”).


 


WHEREAS, the Retrocedent and the Retrocessionaire have
entered into the Modified Coinsurance Retrocession Agreement effective as of
July 1, 2000 (the “Retrocession Agreement”); and


 


WHEREAS, the Retrocedent and the Retrocessionaire
desire a full and final settlement, discharge and release of any and all of
each of their respective liabilities, rights, duties and obligations under the
Retrocession Agreement.


 


NOW, THEREFORE, the
Retrocedent and the Retrocessionaire (each a “Party”, and collectively,
the “Parties”) agree as follows:


 


ARTICLE I



RECAPTURE CONSIDERATION


 


Section
1.1  Recapture Consideration.  As consideration of the Retrocessionaire’s
release of the Retrocedent, the Retrocedent hereby agrees to pay the
Retrocessionaire the cash and investment assets listed on Schedule A
hereto.


 


ARTICLE II



RECAPTURE


 


Section
2.1  Retrocedent Release of
the Retrocessionaire.  In
consideration of the release provided in Section 2.2, as of the Effective Time,
the Retrocedent hereby forever releases and discharges the Retrocessionaire,
and its respective predecessors, successors, parents, assigns, officers,
directors, agents, employees, representatives, liquidators, receivers,
shareholders, heirs, executors, administrators, and attorneys from any and all
past, present, and future obligations, adjustments, liability for payment of
interest, offsets, actions, causes of action, suits, debts, sums of money,
accounts, premium payments, reckonings, bonds, bills, covenants, contracts,
controversies, agreements, promises, damages, judgments, liens, rights, costs
and expenses (including attorneys’ fees and costs actually incurred), claims
and demands, liabilities and losses of any nature whatsoever, whether grounded
in law, in equity, in admiralty, in contract or in tort, all whether known or
unknown, suspected or unsuspected, vested or contingent, that the Retrocedent
now


 

















 


has,
owns, or holds or claims to have, own, or hold, or at any time had, owned, or
held, or claimed to have had, owned, or held, or may after the execution of
this Agreement have, own, or hold or claim to have, own, or hold, arising out
of conduct or matters occurring prior to or subsequent to the execution of this
Agreement, against the Retrocessionaire, arising from, based upon, or in any
way related to the Retrocession Agreement, it being the intention of the
Parties that this release operate as a full and final settlement of the
Retrocessionaire’s current and future liabilities to the Retrocedent under and
in connection with the Retrocession Agreement, provided, however,
that this release does not discharge obligations of the Retrocessionaire that
have been undertaken or imposed by the terms of this Agreement.


 


Section
2.2  Retrocessionaire Release
of the Retrocedent.  In
consideration of receipt of the payment described in Article I, the release
provided in Section 2.1 and the Retrocedent’s indemnification obligations
described in Section 2.3, as of the Effective Time, the Retrocessionaire hereby
forever releases and discharges the Retrocedent, and its respective
predecessors, successors, parents, assigns, officers, directors, agents,
employees, representatives, liquidators, receivers, shareholders, heirs,
executors, administrators, and attorneys from any and all past, present, and
future obligations, adjustments, liability for payment of interest, offsets,
actions, causes of action, suits, debts, sums of money, accounts, premium
payments, reckonings, bonds, bills, covenants, contracts, controversies,
agreements, promises, damages, judgments, liens, rights, costs and expenses
(including attorneys’ fees and costs actually incurred), claims and demands,
liabilities and losses of any nature whatsoever, whether grounded in law, in
equity, in admiralty, in contract or in tort, all whether known or unknown,
suspected or unsuspected, vested or contingent, that the Retrocessionaire now
has, owns, or holds or claims to have, own, or hold, or at any time had, owned,
or held, or claimed to have had, owned, or held, or may after the execution of
this Agreement have, own, or hold or claim to have, own, or hold, arising out
of conduct or matters occurring prior to or subsequent to the execution of this
Agreement, against the Retrocedent, arising from, based upon, or in any way
related to the Retrocession Agreement, it being the intention of the Parties
that this release operate as a full and final settlement of the Retrocedent’s
current and future liabilities to the Retrocessionaire under and in connection
with the Retrocession Agreement, provided, however, that this
release does not discharge obligations of the Retrocedent that have been
undertaken or imposed by the terms of this Agreement.


 


Section
2.3  Retrocedent
Indemnification of Retrocessionaire. 
The Retrocedent agrees to indemnify and hold the Retrocessionaire, its
predecessors, successors, parents, affiliates, subsidiaries, agents, officers,
directors, shareholders and their assigns (hereinafter “Affiliated Persons”)
harmless for, from and against any and all obligations, liabilities, claims,
actions and demands of any nature whatsoever (“Actions”), whether in law
or in equity, whether sounding in tort, contract or otherwise, arising from,
based upon, or in any way related to the Retrocession Agreement.  In addition, the Retrocedent agrees to
defend, on behalf of the Retrocessionaire and the Affiliated Persons, at the


 


2

















 


Retrocedent’s
sole cost and expense, any and all Actions brought against the Retrocessionaire
or the Affiliated Persons with respect to matters arising from, based upon, or
in any way related to the Retrocession Agreement.  The manner in which such defense shall be conducted shall be
solely within the discretion of the Retrocedent; provided that such
defense is conducted in accordance with reasonable professional standards and
in the interest of the Retrocessionaire and the Affiliated Persons.  Without waiver or modification of this
accord and satisfaction, the Retrocessionaire shall have the right to
participate, at its sole cost and expense, in the defense of any Actions.  If the Retrocedent shall fail to assume such
defense or fail to defend in accordance with reasonable professional standards,
the Retrocessionaire shall have the right without waiver or modification of
this accord and satisfaction to assume the defense of any Actions at the
Retrocedent’s sole cost and expense after 10 days written notice to the
Retrocedent and the Retrocedent shall provide the Retrocessionaire with
unencumbered security which in the Retrocessionaire’s reasonable opinion will
be of such quality and in such amount as to secure its estimated full cost and
expense of such defense.


 


ARTICLE III



INDEPENDENT INVESTIGATION


 


Section
3.1  Independent Investigation.  The Retrocedent and the Retrocessionaire
acknowledge that they have each entered into this Agreement in reliance on
their own independent investigation and analysis of the facts underlying their
participation in the Retrocession Agreement, and that no representations,
warranties or promises of any kind have been made, directly or indirectly, to
induce them to execute this Agreement other than those which are expressly set
forth herein.  Nevertheless, the Parties
acknowledge that they may later discover facts different from or in addition to
those now known or believed to be known regarding their participation in the
Retrocession Agreement and agree that this Agreement shall remain in force
notwithstanding the existence of or belief regarding any different or
additional facts.


 


ARTICLE IV


 REPRESENTATIONS AND WARRANTIES


 


Section
4.1  Representations and
Warranties of Each Party.  Each
Party hereto represents and warrants to the other Party that:


 


(a)  the execution of this Agreement is
fully authorized by it;


 


(b)  the person or persons executing this
Agreement on its behalf have the necessary and appropriate authority to do so;


 


3

















 


(c) 
it has no notice of any pending action, agreements, transactions,
or negotiations to which it is a party or is likely to be made a party that
would render this Agreement or any part thereof void, voidable, or
unenforceable; and


 


(d) 
any authorization,
consent, or approval of any governmental entity, required to make this
Agreement valid and binding has been obtained.


 


Section
4.2  Representation and
Warranty of the Retrocedent.  The
Retrocedent represents and warrants to the Retrocessionaire that, as of the
Effective Time, the Retrocedent is not statutorily insolvent based on its
financial statements prepared in accordance with statutory accounting practices
which are prescribed or permitted by the state insurance regulatory authority
of the State of Delaware.


 


ARTICLE V


 


MISCELLANEOUS


 


Section
5.1  Headings.  Headings used herein are not a part of this
Agreement and shall not affect the terms hereof.


 


Section
5.2  Notices.  All notices, requests, demands and other
communications under this Agreement must be in writing and will be deemed to
have been duly given or made as follows: 
(a) if sent by registered or certified mail in the United States return
receipt requested, upon receipt; (b) if sent by reputable overnight air courier
two business days after mailing; (c) if sent by facsimile transmission, with a
copy mailed on the same day in the manner provided in (a) or (b) above, when
transmitted and receipt is confirmed by telephone; or (d) if otherwise actually
personally delivered, when delivered, and shall be delivered as follows:


 


(a)  If to the Retrocedent:


 


General Electric Capital
Assurance Company

6610 West Broad Street

Richmond, VA 23230

Facsimile:  (804) 281-6165

Attention:  Chief Executive Officer


 


4

















 


With a copy to:


 


General Electric Capital
Assurance Company

6620 West Broad Street

Richmond, VA 23230

Facsimile:  (804) 662-2414

Attention:  General Counsel


 


(b)  If to the Retrocessionaire:


 


Jamestown Life Insurance
Company

6604 West Broad Street

Richmond, VA 23230

Facsimile:  (804) 662-2414

Attention:  General Counsel


 


or to such other address or to such other person as
either Party may have last designated by notice to the other Party.


 


Section
5.3  Successors and Assigns.  This Agreement shall be binding upon and
shall inure solely to the benefit of the Parties hereto and their respective
successors, assigns, receivers, liquidators, rehabilitators, conservators and
supervisors, it not being the intent of the Parties to create any third party
beneficiaries, except as specifically provided in this Agreement.


 


Section
5.4  Execution in Counterpart.  This Agreement may be executed by the
Parties hereto in any number of counterparts, and by each of the Parties hereto
in separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.


 


Section
5.5  Amendments.  This Agreement may not be changed, altered
or modified unless the same shall be in writing executed by the Retrocedent and
the Retrocessionaire.


 


Section
5.6  Governing Law.  This Agreement will be construed, performed
and enforced in accordance with the laws of the State of Delaware without
giving effect to its principles or rules of conflict of laws thereof to the
extent such principles or rules would require or permit the application of the
laws of another jurisdiction.


 


Section
5.7  Entire Agreement.  This Agreement contains the entire agreement
of the Parties with respect to the subject matter of this Agreement, and
supersedes all other prior agreements, understandings, statements,
representations and warranties, oral or 


 


5

















 


written,
express or implied, between the Parties and their respective affiliates,
representatives and agents in respect of the subject matter hereof.


 


Section
5.8  Severability.  If any provision of this Agreement is held
to be void or unenforceable, in whole or in part, (i) such holding
shall not affect the validity and enforceability of the remainder of this
Agreement, including any other provision, paragraph or subparagraph, and (ii) the
Parties agree to attempt in good faith to reform such void or unenforceable
provision to the extent necessary to render such provision enforceable and to
carry out its original intent.


 


Section
5.9  No Waiver; Preservation
of Remedies.  No consent or waiver,
express or implied, by any Party to or of any breach or default by any other
Party in the performance by such other Party of its obligations hereunder shall
be deemed or construed to be a consent or waiver to or of any other breach or
default in the performance of obligations hereunder by such other Party
hereunder.  Failure on the part of any
Party to complain of any act or failure to act of any other Party or to declare
any other Party in default, irrespective of how long such failure continues,
shall not constitute a waiver by such first Party of any of its rights
hereunder.  The rights and remedies
provided are cumulative and are not exclusive of any rights or remedies that
any Party may otherwise have at law or equity.


 


Section
5.10  Negotiated Agreement.  This Agreement has been negotiated by the
Parties and the fact that the initial and final draft will have been prepared
by either Party or an intermediary will not give rise to any presumption for or
against any Party to this Agreement or be used in any respect or forum in the
construction or interpretation of this Agreement or any of its provisions.


 


Section
5.11  Tax Exception to Any Confidentiality.  Notwithstanding
anything to the contrary set forth herein or in any other agreement to which
the Parties hereto are parties or by which they are bound, any obligations of
confidentiality contained herein and therein, as they relate to the
transactions, shall not apply to the federal tax structure or federal tax
treatment of the transactions, and each party hereto (and any employee,
representative, or agent of any party hereto) may disclose to any and all
persons, without limitation of any kind, the federal tax structure and federal
tax treatment of the transactions.  The
preceding sentence is intended to cause the transactions to be treated as not
having been offered under conditions of confidentiality for purposes of Section
1.6011-4(b)(3) (or any successor provision) of the Treasury Regulations
promulgated under Section 6011 of the Internal Revenue Code of 1986, as
amended, and shall be construed in a manner consistent with such purpose.  In addition, each party hereto acknowledges
that it has no proprietary or exclusive rights to the federal tax structure of
the transactions or any federal tax matter or federal tax idea related to the
transactions.


 


6

















 


Section
5.12  Interpretation.  Wherever the words “include,” “includes” or
“including” are used in this Agreement, they shall be deemed to be followed by
the words “without limitation.”


 


Section
5.13  Incontestability.  In consideration of the mutual covenants and
agreements contained herein, each Party hereto does hereby agree that this
Agreement, and each and every provision hereof, is and shall be enforceable by
and between them according to its terms, and each Party does hereby agree that
it shall not, directly or indirectly, contest the validity or enforceability
hereof.


 


7

















 


IN WITNESS WHEREOF, the Parties hereto have caused
this Agreement to be executed by their duly authorized representatives.


 


	
   

  	
  GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Victor C. Moses

  
	
   

  	
   

  	
  Title: Senior Vice
  President and Chief Actuary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JAMESTOWN LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Ward Bobitz

  
	
   

  	
   

  	
  Title: Vice President

  



 


8

















 


SCHEDULE A


 


Assets


 


9

















 


	
  Transfer Document

  	
   

  	
  From

  	
   

  	
  To

  	
   

  	
   

  	
   

  	
  Nature of 

  Transfer

  	
   

  	
  Cash Map

  Cross-

  Reference

  	
   

  	
  Schedule

  	
   

  	
   

  	
   

  
	
  Bill of
  Sale

  	
   

  	
  GECA

  	
   

  	
  JTL

  	
   

  	
   

  	
   

  	
  Recapture

  	
   

  	
  (71)

  	
   

  	
  Schedule A

  	
   

  	
   

  	
   

  
	
  Parent Name

  	
   

  	
  Issuer
  Name

  	
   

  	
  1Q04 Cusip

  	
   

  	
  1Q04

  Tax lot

  	
   

  	
  1Q04
  Current

  Par

  	
   

  	
  1Q04 GAAP

  BV (including

  attached

  derivative)

  	
   

  	
  1Q04

  Accrued 

  Interest

  	
   

  	
  1Q04 GAAP

  BV + Accrued

  Interest

  	
   

  
	
   

  	
   

  	
  [Individual Asset Details Omitted]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Asset
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  342,536,963.59

  	
   

  	
  5,010,635.72

  	
   

  	
  347,547,599.31

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  832,321.82

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  348,379,921.13

  	
   

  



 


	
  Transfer Document

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bill of
  Sale

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Parent
  Name

  	
   

  	
  1Q04 STAT

  BV (including

  attached
 derivative)

  	
   

  	
  1Q04 

  Accrued 

  Interest

  	
   

  	
  1Q04 STAT
  BV

  + Accrued

  Interest

  	
   

  	
  1Q04 MV

  (including

  attached

  derivative)

  	
   

  	
  1Q04
  Accrued

  Interest

  	
   

  	
  1Q04 MV +

  Accrued Interest

  	
   

  
	
   

  	
   

  	
  [Individual Asset Details Omitted]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Asset
  Total

  	
   

  	
  345,313,205.38

  	
   

  	
  5,010,635.72

  	
   

  	
  350,323,841.10

  	
   

  	
  365,745,427.41

  	
   

  	
  5,010,635.72

  	
   

  	
  370,756,063.13

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  832,321.82

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  832,321.82

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  351,156,162.92

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  371,588,384.95

  	
   

  



 



















 


Exhibit W


 


Form
of Long Term Care Retrocession Agreement


 


Separately provided as Exhibit 10.16 and
Exhibit 10.17 to Registration Statement No. 333-112009.


 

















 


Exhibit X


 


Form
of Medicare Supplement Reinsurance Agreement


 


Separately provided as Exhibit 10.20 to
Registration Statement No. 333-112009.


 

















 


Exhibit Y


 


Form
of Structured Settlement Annuity Reinsurance Agreements


 


Separately provided as Exhibit 10.11, Exhibit
10.12, Exhibit 10.13, Exhibit 10.14, Exhibit 10.15 and Exhibit 10.54 to
Registration Statement No. 333-112009.


 

















 


Exhibit Z


 


Form
of Variable Annuity Reinsurance Agreements


 


Separately provided as Exhibit 10.18 and
Exhibit 10.19 to Registration Statement No. 333-112009.


 

















 


Exhibit AA


 


Form
of Trust Agreements


 


Separately provided as Exhibit 10.48, Exhibit
10.49, Exhibit 10.50, Exhibit 10.51, Exhibit 10.52 and Exhibit 10.53 to
Registration Statement No. 333-112009.


 

















 


Exhibit BB


 


Form
of Business Services Agreement


 


Separately provided as Exhibit 10.27 to
Registration Statement No. 333-112009.


 

















 


Exhibit CC


 


Form
of Genworth Contingent Note


 


Separately provided as Exhibit 10.46 to
Registration Statement No. 333-112009.


 

























Exhibit DD


 


PROMISSORY NOTE


 


 


	
  $2,400,000,000

  	
   

  	
  Dated:  May    , 2004

  



 


FOR VALUE RECEIVED, the undersigned, GENWORTH
FINANCIAL, INC., a Delaware corporation (“Company”) hereby promises to pay to the
order of GE FINANCIAL ASSURANCE HOLDINGS, INC., a Delaware corporation (“GEFAHI”),
or to any other permitted holder of this Note (GEFAHI or such other holder
being the “Holder”),
on or before May __, 2004, the principal amount of TWO BILLION FOUR HUNDRED
MILLION UNITED STATES DOLLARS (U.S. $2,400,000,000) together with accrued and
unpaid interest thereon as provided below.


The outstanding principal of this Note shall bear
interest at a rate per annum equal to _______ percent (_____%); provided, if
not paid when due, from and after the date due, the outstanding principal
amount of (and to the extent permitted by law, all accrued and unpaid interest
on) this Note shall bear interest at a rate per annum equal to _______ percent
(___ %).  Interest shall be computed on
the basis on the actual number of days elapsed in a 365/366 day year.


  Principal
hereunder is payable in lawful money of the United States of America to GEFAHI
at its principal place of business at ___________________, or to any other
Holder at such other place as such Holder may designate from time to time in
writing, in cash or other immediately available funds.


Any notices or other communications required or
permitted hereunder shall be given in writing and personally delivered with
receipt acknowledged or mailed, postage prepaid, via registered mail, return
receipt requested, if to GEFAHI, at the address provided above (or to such
other address as GEFAHI or another Holder may designate as provided above) and
if to the Company, at its address at _________________, with a copy to
___________________________, or any other address notified in writing by the
Company to the Holder.  Any notice given
in conformity with the foregoing shall be deemed given when personally
delivered or upon the date of delivery specified in the registered mail
receipt.


This Note shall be governed by and construed and
interpreted in accordance with the laws of the State of New York irrespective
of the choice of laws principles of the State of New York other than Section
5-1401 of the General Obligations Law of the State of New York.


If any provision of this Note is invalid or
unenforceable in any jurisdiction, the other provisions hereof shall remain in
full force and effect in such jurisdiction and the remaining provisions hereof
shall be liberally construed in favor of the Holder hereof in order to
effectuate the provisions hereof and the invalidity of any provision hereof in
any jurisdiction shall not affect the validity or enforceability of any other
provision in any other jurisdiction, including the State of New York.

















 


  Neither this
Note, nor any interest herein, shall be transferable (whether by assignment or
participation) by GEFAHI or any other Holder without the prior written consent
of the Company except to a direct or indirect wholly owned subsidiary of the
General Electric Company.  This Note
shall not be assignable by the Company without the prior written consent of all
of the Holders.  Subject to the
foregoing, this Note shall be binding upon and inure to the benefit of the
Holders and the Company and their respective transferees, successors and
assigns.


Upon receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of this Note, and the
Company’s receipt of an indemnity agreement of the Holder reasonably
satisfactory to the Company, the Company will, at the expense of the Holder,
execute and deliver, in lieu thereof, a new Note of like terms.


	
   

  	
  GENWORTH
  FINANCIAL, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GE FINANCIAL ASSURANCE
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


 


 


2































Exhibit EE


 


GENERAL ELECTRIC
CAPITAL CORPORATION


 


PLAN OF
DIVESTITURE


 


FOR


 


GENWORTH
FINANCIAL, INC.


 


This Plan of Divestiture
(the “Plan”) of General Electric Capital Corporation, a Delaware corporation
(“GECC”), for the divestiture of a Controlling Interest (as defined below) and,
as soon thereafter as is reasonably practicable, at least an 80% Interest (as
defined below) in the stock of Genworth Financial, Inc., a Delaware corporation
which is now a wholly owned indirect subsidiary of GECC (“Genworth”), by means
of a series of registered underwritten public secondary offerings, or such
other means as may be necessary or appropriate, shall be effective only upon
approval of the Board of Directors of GECC (the “Board of Directors”).


 


WHEREAS, GE Financial Assurance
Holdings, Inc., a Delaware corporation which is a wholly owned indirect
subsidiary of GECC (“GEFAHI”), presently serves as the holding company for
regulated insurance subsidiaries that are engaged in the business of providing
annuities, life insurance, long term care insurance, mortgage insurance, and
other insurance and complementary products, and GECC and its subsidiaries or
affiliates hold other businesses identified as related or complementary to the
insurance businesses held directly or indirectly by GEFAHI (as defined herein
and in the Master Agreement, the “Genworth Business”);


 

















 


WHEREAS, General Electric
Company, a New York corporation, GECC, GEI, Inc., a Delaware corporation,
GEFAHI, and Genworth will enter into a Master Agreement effective as of the
date specified therein;


 


WHEREAS, the Master
Agreement provides for the transfer to Genworth of the Genworth Business,
including the stock of certain subsidiaries engaged in the conduct of the
Genworth Business (the “Genworth Companies”);


 


WHEREAS, the Board of
Directors has determined that the ownership by GECC of the Genworth Business
has had undesirable effects on the financial performance of GECC, including by
utilizing capital inefficiently, negatively affecting such measures of financial
performance as return on equity, and increasing the volatility of reported
earnings;


 


WHEREAS, the Board of
Directors has determined that it would be in the best interests of GECC and its
shareholders to divest at least a Controlling Interest in the stock of Genworth
as promptly as practicable, and in any event within two years after the date of
the first divestiture implemented under this Plan (the “Commencement Date”),
and, as soon after such divestiture of a Controlling Interest as is reasonably
practicable, to divest at least an 80% Interest in the stock of Genworth, and
to redeploy the proceeds thereof in a manner consistent with the commercial and
financial objectives of GECC and its shareholders;


 


WHEREAS, representations
have been made to the Internal Revenue Service regarding this Plan, and a
private letter ruling dated October 6, 2003 (the “Private Letter Ruling”)
has been received from the Internal Revenue Service to the effect that, among
other things, the transfer of the stock of the Genworth Companies pursuant to
this


 


2

















 


Plan will be treated as a
qualified stock purchase within the meaning of section 338(d)(3) of the
Code;


 


WHEREAS, the board of
directors of GEFAHI has adopted a plan of divestiture substantially similar to
this Plan of Divestiture;


 


NOW, THEREFORE, the Board
of Directors hereby adopts this Plan of Divestiture for the purpose of
divesting at least a Controlling Interest and, as soon after such divestiture
of a Controlling Interest as is reasonably practicable, at least an 80%
Interest in the stock of Genworth.


 


ARTICLE I.


 


Actions to be Taken by
Officers.


 


(a)                                  The
officers of GECC (or their designees) shall cause all of the Genworth Assets to
be transferred to Genworth pursuant to the Master Agreement in exchange for
consideration to be received by GEFAHI and the other transferors of such
Genworth Assets that will include 100% of the outstanding common stock of
Genworth (apart from any Genworth stock already owned)  and additional consideration in the form of
preferred stock, equity units, debt, and other consideration;


 


(b)                                 The
officers of GECC (or their designees) shall perform such acts, execute and
deliver such documents, and do all things which may be necessary or advisable
to effectuate the divesture of at least a Controlling Interest in the stock of
Genworth (which divestiture shall be completed within two years after the
Commencement Date), and, as soon after such divestiture of a Controlling
Interest as is reasonably practicable, the divestiture of at least an 80%
Interest in the stock of Genworth, including, but not limited to, the
following:


 


3

















 


(1)                                  the
preparation and filing of a registration statement on Form S-1, with the
assistance and advice of Morgan Stanley & Co. Incorporated (“Morgan
Stanley”) and Goldman, Sachs & Co. (“Goldman Sachs”), and/or such other
underwriters as may be selected by the officers of GECC (or their designees),
for an initial registered underwritten public secondary offering of more than
20% of the outstanding Genworth stock, which filing shall be made as soon as is
reasonably practicable;


 


(2)                                  the
execution of a firm commitment underwriting agreement on customary terms and
conditions with Morgan Stanley and Goldman Sachs, and/or any other underwriters
that may be selected by the officers of GECC (or their designees), and the
performance of any other acts, and the execution and delivery of any other
documents, which may be necessary to complete such initial registered
underwritten public secondary offering as soon as is reasonably practicable;


 


(3)                                  the
execution of such transition agreements with Genworth as may be customary,
proper, or otherwise advisable in connection with this Plan, including a Tax
Matters Agreement;


 


(4)                                  consulting
on a regular and ongoing basis with Morgan Stanley, Goldman Sachs and/or any
other underwriters selected by the officers of GECC (or their designees) to
determine the feasibility of one or more subsequent registered underwritten
public offerings of the stock of Genworth; and


 


(5)                                  any
such acts, and the execution and delivery of any such documents, as may be
necessary to assure the completion of such subsequent offerings, in amounts at
least sufficient to result in the divestiture of a Controlling Interest in the
stock of Genworth as soon as is reasonably practicable, and in any event within
two years after


 


4

















 


the Commencement
Date, and, as soon after such divestiture of a Controlling Interest as is
reasonably practicable, the divestiture of at least an 80% Interest in the
stock of Genworth.


 


(c)                                  In
the event it appears to the officers of GECC that it may not be feasible to
complete the divestiture of at least a Controlling Interest in the stock of
Genworth to unrelated persons on or before the second anniversary of the
Commencement Date by means of registered underwritten public offerings of such
stock, the officers of GECC are hereby authorized to pursue such other means as
they deem necessary or appropriate to complete such divestiture of at least a
Controlling Interest in the stock of Genworth to unrelated persons on or before
such date, including a privately negotiated sale of stock in Genworth, the
redemption or repurchase by Genworth of its stock from GECC or any affiliate,
the recapitalization of any remaining stock in Genworth owned by GECC or any
affiliate, the execution of a voting agreement between GECC or its affiliates,
on the one hand,  and Genworth, on the
other, with respect to any remaining stock in Genworth owned by GECC or any
affiliate, and any other means that such officers may deem necessary or
appropriate.


 


(d)                                 All
acts performed, documents executed or delivered, and other things done pursuant
to this Plan shall be consistent, and in accordance, with the facts stated and
representations made to the Internal Revenue Service in connection with the
Private Letter Ruling.  This Plan of
Divestiture shall not be read, interpreted, or construed to require or permit
any action that would be inconsistent with such facts or representations.


 


5

















 


(e)                                  Further,
in construing this Plan, any and all actions or events that contribute to GECC
having met its objectives of owning less than 50% (by fair market value) of the
stock of Genworth as soon as is practicable, and in any event within two years
after the Commencement Date, and, as soon after meeting such objective as is
reasonably practicable, of owning less than 20% (by fair market value and
combined voting power) of the stock of Genworth, shall be considered part of
this Plan of Divestiture.


 


ARTICLE II.


 


Proceeds of Divestiture.


 


(a)                                  The
officers of GECC (or their designees) may apply any portion of the proceeds
from the disposition of the stock of Genworth to the payment, satisfaction and
discharge of any existing debts and obligations of GECC and its affiliates, and
to invest and reinvest or distribute the balance of such proceeds as directed
by the Board of Directors in a manner consistent with the commercial and
financial objectives of GECC and its shareholders.


 


(b)                                 The
officers of GECC (or their designees) may, if such officers (or designees) deem
it appropriate, establish a reserve to meet any contingent liabilities of GECC,
including any claims or actions to which GECC is or may be subject, and any
amount that is placed in such reserve shall be deducted from the net assets to
be applied or invested and reinvested in the manner described in paragraph (a)
until the contingent liabilities have been settled or otherwise determined and
discharged.


 


6

















 


ARTICLE III.


 


State and Regulatory
Filings.


 


(a)                                  The
officers of GECC (or their designees) shall make, or cause to be made, such
filings with the Securities and Exchange Commission, the Commissioners of
Insurance for the States of Delaware, Virginia, North Carolina, Illinois,
Texas, Wisconsin, and certain other States, and the regulatory authorities for
the United Kingdom, Canada, Australia, Bermuda, and certain other foreign
jurisdictions, as may be required to register the stock of Genworth and
otherwise to effectuate registered underwritten public offerings of the stock
of Genworth.


 


(b)                                 The
officers of GECC (or their designees) shall make, or cause to be made, such
other filings and take such other actions as they may deem necessary or
advisable to carry out the purposes of this Plan of Divestiture.


 


ARTICLE IV.


 


Meaning of Terms.


 


(c)                                  The
term “Controlling Interest” shall mean more than 50% (by fair market value), as
construed for purposes of the relevant provisions of the Code.


 


(d)                                 The
term “80% Interest” shall mean more than 80% (by fair market value and combined
vote).


 


(c)                                  The
term “Code” shall mean the Internal Revenue Code of 1986, as amended.


 


(d)                                 The
term “Master Agreement” shall mean the agreement described in the second
Recital of this Plan of Divestiture.


 


7

















 


(e)                                  All
other capitalized terms shall have the meanings ascribed to them by the Master
Agreement.


 


8



















 


Exhibit FF


 


FACL
Reinsurance Agreement


 


Separately provided as Exhibit 10.23 to
Registration Statement No. 333-112009.


 

















 


Exhibit GG


 


Form
of FACL Fall-back Stock Transfer Agreement


 


Separately provided as Exhibit 10.42 to
Registration Statement No. 333-112009.


 

















 


Exhibit HH


 


FICL
Reinsurance Agreement


 


Separately provided as Exhibit 10.22 to
Registration Statement No. 333-112009.


 

















 


Exhibit II


 


Form
of International Tax Matters Agreements


 


Also separately provided as Exhibit 10.47,
Exhibit 10.57 and Exhibit 10.58 to Registration Statement No. 333-112009.


 

















 


Exhibit II


 


This Taxation Management (Stub Period Payments) Agreement


 


is made
on [insert
between the following parties:


 


1                                        GE Capital Finance Australasia Pty Limited
ACN 070 396 020  

of 572 Swan 
Street Melbourne  VIC 3121

(GECFA)


 


2                 GE
Mortgage Insurance Company Pty Limited
ABN 60106974305

of 259 George Street Sydney NSW 2000

(NEW GEMICO)


 


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


 


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


 


Recitals


 


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


 


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


 


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


 


(D)                               Pursuant to the Global Transition Services
Agreement dated [•], [•]
2004 between, inter alia, GE Company and Genworth, GE Company and its
subsidiaries will provide or cause to be provided certain administrative and
support services and other assistance to Genworth and its subsidiaries on a
transitional basis and Genworth and its subsidiaries will provide or cause to
be provided certain administrative and support services and other assistance to
GE and its subsidiaries (the “Global TSA”).(E) The GE Aust Companies and NEW
GEMICO entered into the Business Transfer Arrangements on 23 February 2004 to
effect a transfer of the Business conducted by the GE Aust Companies to NEW
GEMICO, which was completed on 31 March 2004.


 


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


 


1

















 


The parties agree


 


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


 


1                                        Definitions and Interpretation


 


1.1                               Definitions


 


Act means Corporations Act 2001 (Cth).


 


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


 


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


 


Business Transfer
Arrangements means the:


 


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


 


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


 


(c)                                  the
Schemes,


 


which took  effect on the
Transfer Date.


 


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


 


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


 


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


 


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


 


GE Group Company
means any company in the GE Group.


 


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


 


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


 


GEMICO HOLDINGS means
GEMICO Holdings ABN 95 099 020 694.


 


Genworth Companies
means:


 


(a)                                  NEW
GEMICO Holdings; and


 


(b)                                 NEW
GEMICO;


 


and Genworth Company means either one of them.


 


2

















 


Genworth Group means Genworth and its
subsidiaries


 


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


 


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


 


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


 


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


 


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


 


Net Tax Contribution Amount has the meaning set out in clause 2.1(a).


 


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


 


Net Tax Loss Amount
has the meaning set out in clause 2.2(a).


 


Public Authority
includes:


 


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


 


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


 


(c)                                  any
non-government regulatory authority;


 


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


 


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


 


(f)                                    judicial
body or administrative body.


 


Relevant Tax Matters means:


 


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


 


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


 


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


 


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


 


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


 


Schemes means:


 


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


 


3

















 


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


 


Stub Period means
the period from 1 January 2004 to the date of issue of shares by Genworth as
part of the Initial Public Offering.


 


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


 


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


 


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


 


(a)                                  as
agreed between the parties; or


 


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


 


Tax Contribution Amount in relation to a Genworth Company means the amount which would have
been that Genworth Company’s amount of income tax for the Stub Period on the
basis of the following assumptions:


 


(a)                                  that
the Genworth Company were a stand alone company and not part of the
Consolidated Tax Group of which GECFA is the Head Company; and


 


(b)                                 the
Stub Period were an income year.


 


Tax Loss Amount in
relation to a Genworth Company means an amount equal to the applicable
corporate tax rate multiplied by the notional tax loss for that company for the
Stub Period calculated on the basis of the following assumptions:


 


(a)                                  that
the Genworth Company were a stand alone company and not part of the
Consolidated Tax Group of which GECFA is the Head Company; and


 


(b)                                 the
Stub Period were an income year.


 


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


 


Taxation Matters Agreement means the agreement of the same
name dated  [insert date] between GECC and Genworth.


 


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


 


1.2                               Interpretation


 


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


 


(a)                                 The singular includes the plural and conversely.


 


(b)                                A gender includes all genders.


 


4

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


1.3                               Business Days


 


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


 


2                                        Stub Period Payments


 


2.1                               Tax Contribution Amount


 


(a)                                 Immediately prior to the IPO, NEW GEMICO becomes liable to pay to
GECFA, and GECFA becomes entitled to receive from NEW GEMICO the excess, if
any, of the combined Tax Contribution Amounts for the Genworth Companies over
the combined Tax Loss Amounts for the Genworth Companies (the “Net Tax
Contribution Amount”).


 


(b)                                Where GECFA:


 


(1)                                 receives a refund of Tax; or


 


5

















 


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


 


and the Tax giving rise to the refund, benefit or credit is Tax in
respect of which NEW GEMICO has paid a Net Tax Contribution Amount to GECFA,
GECFA must repay to NEW GEMICO, to the extent of the refund or reduced amount
of Tax, the amount paid by NEW GEMICO under this clause 2.1 within 30 days of
receipt of the refund or reduced payment.


 


(c)                                 NEW GEMICO must pay any increases in the Net Tax Contribution Amount
above any Net Tax Contribution Amount previously paid by it under clause 2.1.


 


2.2                               Tax Loss Amount


 


(a)                                 Immediately prior to the IPO, GECC becomes liable to pay to Genworth
, and Genworth becomes entitled to receive from GECC, any excess, if any, of
the combined Tax Loss Amounts of the Genworth Companies over the combined Tax
Contribution Amounts of the Genworth Companies (the “Net Tax Loss Amount”).


 


(b)                                Genworth must refund to GECC any reduction in the Net Tax Loss
Amount below any Net Tax Loss Amount previously paid by GECC as contemplated by
clause 2.2(a) and clause 2.4(c).


 


(c)                                 GECC must pay to Genworth any increases in the Net Tax Loss Amount
above any Net Tax Loss Amount previously paid by GECC as contemplated by clause
2.2(a) and clause 2.4(c).


 


2.3                               Notice


 


As
soon as it is reasonably able to do so (and in any event prior to it paying Tax
as contemplated by clause 2.4(a)) ), GECFA must provide NEW GEMICO with a
notice specifying the Net Tax Contribution Amount or Net Tax Loss Amount
(whichever is applicable), accompanied by explanatory material which specifies
the basis of calculation of that Net Tax Contribution Amount or Net Tax Loss
Amount.


 


2.4                               Payment


 


(a)                                 The payment of:


 


(1)                                 the Net Tax Contribution Amount arising under clause 2.1(a); or


 


(2)                                 the Net Tax Loss Amount arising under clause 2.2(a),


 


must be made no later than the time when GECFA pays Tax payable on the
tax return for that income year.


 


(b)                                Any payments required to be made pursuant clause 2.1 shall be made
by and between NEW GEMICO and GECFA.


 


(c)                                 Any payments required to be made pursuant clause 2.2 shall be made
by and between Genworth and GECC.


 


6

















 


2.5                               Limitations on Liability


 


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


 


2.6                               Taxation Effect


 


If a payment
that is required to be made by one party (the “Payer”) to any other (the “Recipient”)
under this agreement is liable to Tax in the hands of the Recipient, or in
appropriate cases an affiliate of the Recipient, the amount payable shall be
increased by such amount as will leave the Recipient and the relevant affiliate
in the same net after tax position as it would have been in had the payment not
been so liable to Tax.


 


3                                        Control of Tax Matters


 


3.1                               Control
by GE Group


 


(a)                                 The GE Group has sole control over:


 


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


 


(2)                                 any dealings with Tax assessments;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


7

















 


3.2                               Control by Genworth


 


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


 


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


 


(b)                                any dealings with Tax assessments;


 


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


 


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


 


of the
Genworth Companies.


 


4                                        Disputes


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


5                                        GST


 


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


 


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


 


(c)                                 If GST is payable on a supply
made under or in connection with this agreement then the consideration provided
for that supply is increased by


 


8

















 


the rate at which that GST is imposed. The additional consideration is
payable at the same time as the consideration to which it relates.


 


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


 


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


 


6                                        Interest


 


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


 


7                                        General


 


7.1                               Notices


 


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


 


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


 


(A)                             if to GECFA


Address: 572 Swan  Street, Sydney, NSW, 2000


Attention:               Chris
Vanderkley


Facsimile:                (03)
9921 6177;


 


(B)                               if to NEW GEMICO


Address: Level 23, 259 George
Street, Sydney, NSW, 2000


Attention:               Brad Dean


Facsimile:                (02)
9247 6733 ,


 


(C)                               if to Genworth


Address: 6620 West Broad Street, Richmond, Virginia 23230


Attention:               Michael
Schlessinger


Facsimile:                (804)
662 7900  ,


 


(D)                              if to GECC


 


9

















 


Address: 260 Long Ridge Road, Stamford, CT, 06927


Attention:               Richard
D’Avino


Facsimile:                                               (203) 967 5084 or as specified to the sender by any party by notice;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


7.2                               Waiver


 


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


 


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


 


(1)                                 fails to exercise the right;


 


(2)                                 delays exercising the right; or


 


(3)                                 only exercises part of the right.


 


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


 


7.3                               Whole agreement


 


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


 


10

















 


7.4                               Variation


 


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


 


7.5                               Further action


 


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


 


7.6                               Enforceability


 


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


 


7.7                               Counterparts


 


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


 


7.8                               Governing Law


 


This agreement
is governed by the laws of New South Wales.


 


11

















 


	
  Executed as an agreement:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed by

  	
   

  
	
  GE Capital Finance Australasia Pty
  Limited

  	
   

  
	
  by:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Secretary/Director

  	
   

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name (please print)

  	
   

  	
  Name (please print)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signed by

  	
   

  	
   

  	
   

  
	
  GE Mortgage Insurance Company Pty
  Limited

  	
   

  	
   

  	
   

  
	
  by:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Secretary/Director

  	
   

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name (please print)

  	
   

  	
  Name (please print)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signed by

  	
   

  	
   

  	
   

  
	
  Genworth Financial, Inc.

  	
   

  	
   

  	
   

  
	
  by:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Authorised Representative

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name (please print)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signed by

  	
   

  	
   

  	
   

  
	
  General Electric Capital
  Corporation

  	
   

  	
   

  	
   

  
	
  by:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Authorised Representative

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name (please print)

  	
   

  	
   

  	
   

  



 


12

















 


 


 


 


Exhibit JJ


 


Form
of French Reinsurance Agreement


 


Separately provided as Exhibit 10.24 to
Registration Statement No. 333-112009.


 

















 


Exhibit KK


 


Joint
Management Committee


 


Section 6.17
(i) Joint Management Committee  


 


1.               Make Up and Meeting
Frequency;


 


2.               Establishment of
Administrative Standards;


 


3.               Interpretation and
Implementation of Reinsurance Agreements and the Business Services Agreement;


 


4.               Determination of
Non-Guaranteed Elements;


 


5.               Coordination and
Budget Forecast; and


 


6.               Procedure for
review of compliance with applicable laws and regulations.


 

















 


Exhibit LL


 


Form
of Amended and Restated Certificate of Incorporation


 


Separately provided as Exhibit 3.1 to
Registration Statement No. 333-112009.


 

















 


Exhibit MM


 


Form
of Amended and Restated Bylaws


 


Separately provided as Exhibit 3.2 to
Registration Statement No. 333-112009.


 



















Exhibit
NN


 


STOCK
PURCHASE AGREEMENT


 


THIS STOCK PURCHASE
AGREEMENT (this “Agreement”), dated as of May    , 2004,
is by and between GELCO CORPORATION, a Delaware corporation (the “Seller”),
and GE FINANCIAL ASSURANCE HOLDINGS, INC., a Delaware corporation (the “Buyer”).


 


WHEREAS, the Seller
currently owns 370,000 shares of common stock, par value $1.00 per share (the “Viking
Stock”), of Viking Insurance Company, Ltd., a Bermuda corporation (the “Company”),
which shares represent 100% of the issued and outstanding shares of the
Company; and


 


WHEREAS, Buyer and Seller
have determined that it is mutually desirable for Buyer to acquire from Seller
the Viking Stock, upon the terms and subject to the conditions set forth
herein.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants and agreements herein
contained, and intending to be legally bound hereby, the parties hereto hereby
agree as follows.


 


ARTICLE I


 


THE TRANSACTION


 


Section 1.1        Viking Stock.  Simultaneously with the execution and delivery
of this Agreement, Seller shall transfer, assign and deliver to Buyer all of
its right, title and interest in the Viking Stock, and Buyer shall acquire at
the Closing (as hereinafter defined) the Viking Stock, free and clear of all
liens, claims, options, proxies, voting agreements, security interests, charges
and encumbrances.  In consideration for
such transfer, assignment and delivery, Buyer shall pay to Seller at the
Closing $209,314,209.00
(the “Purchase Price”).  The
foregoing transactions are collectively referred to in this Agreement as the “Transaction.”


 

















 


ARTICLE II


 


THE CLOSING


 


Section 2.1        Time.  The closing (the “Closing”) of the
Transaction shall take place simultaneously with the execution and delivery of
this Agreement.


 


Section 2.2        Deliveries.  At the Closing, (a) Seller shall
deliver to Buyer any stock certificates representing the Viking Stock, duly
endorsed in blank or accompanied by duly executed assignment documents
satisfactory to Buyer or if any such certificates cannot be found, a duly
executed indemnity for lost certificates in the form attached as Exhibit A, and
(b) Buyer shall deliver to Seller the Purchase Price in accordance with
Section 1.1 above.


 


ARTICLE III


 


REPRESENTATIONS
AND WARRANTIES OF SELLER


 


Seller represents and
warrants to Buyer as follows.


 


Section 3.1        Organization.  Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.


 


Section 3.2        Corporate Power;
Authorization.  Seller has all
necessary corporate power and authority to execute and deliver this Agreement
and perform its obligations hereunder. 
The execution and delivery by Seller of this Agreement and the
performance by Seller of its obligations hereunder have been duly and validly
authorized by all necessary corporate action of Seller, and no other corporate
proceedings on the part of Seller are necessary to authorize the execution,
delivery or performance of this Agreement.


 


Section 3.3        Binding Agreement.  This Agreement has been duly and validly
executed and delivered by Seller and constitutes the valid and binding
agreement of Seller, enforceable against Seller in accordance with its terms.


 


Section 3.4        Non-Contravention.  Each of the execution and delivery by Seller
of this Agreement does not, and the performance by Seller of its obligations
hereunder will not, (a) contravene or conflict with the certificate of
incorporation or by-laws of Seller or (b) to the best of Seller’s
knowledge, contravene or conflict with or constitute a violation of or default
under or give rise to a right of termination, cancellation or acceleration of
any right or obligation of Seller under any provision of applicable law or
regulation of the United States or any state thereof or of any agreement,
contract, judgment, injunction, order, decree or other


 


2

















 


instrument binding upon
Seller, which contravention, conflict, violation, default or right of
termination, cancellation or acceleration would reasonably be expected to
result, in the case of this clause (b), in a material adverse effect on
the business, assets, results of operations or financial condition of Seller.


 


Section 3.5        Title to Viking Stock.  Seller has good and marketable title to the
Viking Stock, free and clear of all liens, claims, options, proxies, voting
agreements, security interests, charges and encumbrances, and has complete and
unrestricted power to transfer, assign and deliver the Viking Stock to
Buyer.  The Viking Stock is validly
issued, fully paid and nonassessable. Upon transfer of the Viking Stock to
Buyer as provided herein, Buyer will acquire good and marketable title to the
Viking Stock, free and clear of all liens, claims, options, proxies, voting
agreements, security interests, charges and encumbrances.


 


ARTICLE IV


 


REPRESENTATIONS
AND WARRANTIES OF BUYER


 


Buyer hereby represents
and warrants to Seller as follows.


 


Section 4.1        Organization.  Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.


 


Section 4.2        Corporate Power;
Authorization.  Buyer has all
necessary corporate power and authority to execute and deliver this Agreement
and to perform its obligations hereunder. 
The execution and delivery by Buyer of this Agreement and the
performance by Buyer of its obligations hereunder have been duly and validly
authorized by all necessary corporate action of Buyer and no other corporate
proceedings on the part of Buyer are necessary to authorize the execution,
delivery or performance of this Agreement


 


Section 4.3        Binding Agreement.  This Agreement has been duly and validly
executed and delivered by Buyer and constitutes the valid and binding agreement
of Buyer, enforceable against Buyer in accordance with its terms.


 


Section 4.4        Non-Contravention.  The execution and delivery by Buyer of this
Agreement does not, and the performance by Buyer of its obligations hereunder
will not, (a) contravene or conflict with the certificate of incorporation
or by-laws of Buyer or (b) contravene or conflict with or constitute a
violation of or default under or give rise to a right of termination,
cancellation or acceleration of any right or obligation of Buyer under any
provision of applicable law or regulation of the United States or any state thereof
or of any agreement, contract, judgment, injunction, order, decree or other
instrument binding upon


 


3

















 


Buyer, which
contravention, conflict, violation, default or right of termination,
cancellation or acceleration would result, in the case of this clause (b),
in a material adverse effect on the business, assets, results of operations or
financial condition of Buyer.


 


Section 4.5        Purchase for Own
Account.  The Viking Stock will be
acquired for investment for Buyer’s own account and/or the account of its
direct and indirect subsidiaries, not as a nominee or agent for any other
party, and not with a view to the resale or distribution of any part
thereof.  Buyer does not presently have
any contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participations to such person or to any third person, with
respect to any of the Viking Stock, except that Buyer intends to transfer the
Viking Stock to one or more of its direct or indirect subsidiaries.


 


ARTICLE V


 


MISCELLANEOUS


 


Section 5.1        Entire Agreement.  This Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof
and supersedes all other prior agreements and understandings, both written and
oral, among the parties with respect to the subject matter hereof.


 


Section 5.2        Expenses.  All costs and expenses incurred by any party
to this Agreement or its affiliates or any director, officer or employee of any
of the foregoing in connection with the negotiation, execution and delivery of
the documentation relating to the transactions contemplated by this Agreement
shall be paid by the party incurring such costs or expenses.


 


Section 5.3        Assignment.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their successors by operation of
law, but may not otherwise be assigned by any party hereto without the prior
written consent of the other party hereto.


 


Section 5.4        Validity.  If any provision of this Agreement, or the
application thereof to any person or circumstance, is held invalid or
unenforceable, the remainder of this Agreement, and the application of such
provision to other persons or circumstances shall not be affected thereby, and
to such end, the provisions of this Agreement are agreed to be severable.


 


4

















 


Section 5.5        Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to the principles of conflicts of law thereof.


 


Section 5.6        Descriptive Headings.  The descriptive headings herein are inserted
for convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Agreement.


 


Section 5.7        No Third Party
Beneficiaries.  This Agreement shall
be binding upon and inure solely to the benefit of each party hereto and its
successor and permitted assigns, and nothing in this Agreement, express or
implied, is intended to or shall confer upon any other person any rights,
benefits or remedies of any nature whatsoever under or by reason of this
Agreement.


 


Section 5.8        Counterparts.  This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same agreement.


 


[Signatures on Next Page]


 


5

















 


IN WITNESS WHEREOF, each
of the parties has caused this Agreement to be executed on its behalf by its representatives
thereunto duly authorized, all as of the day and year first above written.


 


 


	
   

  	
  GELCO
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GE FINANCIAL
  ASSURANCE HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  



 


6

















 


Exhibit A


 


INDEMNITY FOR LOST SHARE CERTIFICATE


 


To the Directors of Viking
Insurance Company, Ltd.  (the “Company”)


 


The original certificate of title relating to the shares of the Company
described below has been mislaid, lost, stolen or destroyed.


 


Neither the shares nor certificate of title thereto have been
transferred, charged, lent or deposited or dealt with in any manner affecting
the absolute title thereto and the person named in the said certificate is the
person entitled to be on the register in respect of such shares.


 


We undertake to deliver to the Company for cancellation the said
original certificate, duly indorsed, should the same ever be recovered.


 


We will at all times indemnify and save harmless the Company from and
against any and all claims, actions and suits whether groundless or otherwise,
and from and against any and all liabilities, losses, damages, costs, charges,
counsel fees and other expenses of every nature and character by reason of the
mislaid, lost, stolen or destroyed certificate or the issuance of a new instrument
in lieu of it.


 


PARTICULARS OF CERTIFICATE:


 


	
  Certificate Number

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  32

  	
   

  	
  for 120,000 Common Shares

  



 


[Signature on Next Page]


 


7

















 


	
  GELCO CORPORATION

  
	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
  Date:  May     , 2004

  
				



 


8



















Exhibit OO


 


TAX ALLOCATION
AGREEMENT


 


This Tax
Allocation Agreement (this “Agreement”) is among General Electric Capital
Assurance Company, a Delaware insurance company (“Parent”), GE Life and Annuity
Assurance Company, a Virginia insurance company (“GELAAC”), Professional
Insurance Company, a Texas insurance company (“PIC”), GE Capital Life Assurance
Company of New York, a New York insurance company (“GECLA”), Federal Home Life
Insurance Company, a Virginia  insurance
company (“FHL”), First Colony Life Insurance Company, a Virginia insurance
company (“FCL”), American Mayflower Life Insurance Company of New York, a New
York insurance company (“AML”), Jamestown Life Insurance Company, a Virginia
insurance company (“JTL”), River Lake Insurance Company, a South Carolina
insurance company (“RL”), and Genworth Financial, Inc. (“Genworth”), the
ultimate holding company.


 


WHEREAS,
Parent, GELAAC, PIC, GECLA, FHL, FCL, AML, JTL and RL are members of an affiliated
group of corporations within the meaning of Section 1504 of the Internal
Revenue Code of 1986, as amended (the “Code”), and are eligible to file
consolidated federal income tax returns (the “Affiliated Group”);


 


WHEREAS,
Parent, GELAAC, PIC, GECLA, FHL, FCL, AML, JTL and RL (the “Participating
Companies” with each Participating Company other than Parent being a
“Subsidiary Member”) have determined that it is in their best interests to
elect to file consolidated federal income tax returns and to enter into this
Agreement for purposes of allocating the consolidated federal income tax
liability between the Participating Companies; and


 


WHEREAS, GECLA
and AML are incorporated in the State of New York (collectively, the “New York
Companies,” or separately, a “New York Company”), and therefore are subject to
the Guidelines for Tax Allocation Agreements contained in the New York
Insurance Department Circular Letter 1979-33;


 


NOW,
THEREFORE, in consideration of the premises and of the mutual promises set
forth herein, and intending to be legally bound hereby, the parties agree as
follows:


 


1.             ALLOCATION METHOD.


 


(A)          Allocation of Consolidated Tax
Liability.  The Participating
Companies shall allocate the consolidated federal income tax liability of the
Affiliated Group (the “Consolidated Tax Liability”) to each Participating
Company by multiplying the Consolidated Tax Liability times a fraction, the
numerator of which is the federal income tax liability of the Participating
Company computed as if the Participating Company filed separate federal income
tax returns (“Separate Tax Liability”) and the denominator of which is the sum
of the Separate Tax Liabilities of the Participating Companies.  The amount of the Consolidated Tax Liability
allocated to each Participating Company shall not exceed the Separate Tax
Liability of such Participating Company; provided, however, that for


 

















 


purposes of
computing the Separate Tax Liability of a Participating Company, any income,
deduction, or loss recognized by such Participating Company in an intercompany
transaction with another Participating Company shall be taken into account as
provided in Treasury Regulation §§ 1.1502-13 and 1.1502-13T.


 


(B)           Use of Tax
Attributes.


 


(i)  Generally.  In the event that the amount of the Consolidated
Tax Liability allocated to a Participating Company is less than the Separate
Tax Liability of such Participating Company (the “Benefited Company”) and
another Participating Company has foreign tax credits, investment tax credits,
losses, loss carryovers, or other tax attributes (“Losses”; the Participating
Company which has such Losses, the “Loss Company”), then (i) if Parent is the
Benefited Company, Parent shall pay to the Loss Company, (ii) if Parent is the
Loss Company, the Benefited Company shall pay to Parent, and (iii) if Parent is
neither the Benefited Company or the Loss company, the Benefited Company shall
pay to Parent and Parent shall pay to the Loss Company an amount equal to the
excess of the Benefited Company’s Separate Tax Liability over its allocation of
Consolidated Tax Liability (“Tax Benefit”) to the extent such Tax Benefit is
attributable to Losses of the Loss Company actually used to reduce Consolidated
Tax Liability taking into account the principles of Treasury Regulation §§ 1.1502-2,
1.1502-3, 1.1502-4, 1.1502-11, 1.1502-21, and 1.1502-21T.  Any of the Loss Company’s Losses which are
not used to reduce Consolidated Tax Liability and for which it has not been
paid shall be retained by the Loss Company for possible future use in computing
its Separate Tax Liability.


 


(ii)  New York
Companies.  All payments to a
New York Company as a Loss Company shall be recorded on such New York Company’s
books as contributed surplus.  Once a
Loss Company is paid for the utilization of its Losses, the Loss Company cannot
use such Losses in the calculation of its Separate Tax Liability.  As required by New York Insurance Department
Circular Letter 1979-33, if the amount paid by a New York Company to Parent
pursuant to this Paragraph 1 is greater than the amount of the New York
Company’s share of the Consolidated Tax Liability, then cash or securities
having a fair market value equal to such excess shall be placed in escrow by
Parent in order to help assure such New York Company’s enforceable right to
recover its payment for utilization of Losses of another Participating Company
in the event that such New York Company generates future Losses which may be
carried back to the year with respect to which such payment was made.  The assets held in escrow shall be assets
eligible as an investment for the New York Companies.  Escrow assets may be released to Parent (and shall in appropriate
cases be paid by Parent to the appropriate Subsidiary Member) from the escrow
account at such time as the permissible period for the carryback of Losses has


 


2

















 


elapsed.  The escrow established pursuant to this
Paragraph 1 will be created pursuant to an agreement substantially in the form
of Exhibit “A”.


 


(C)           Payments.  All payments of Consolidated Tax Liability
allocated under Paragraph 1(A) and all payments with respect to Losses
generating Tax Benefits under Paragraph 1(B) shall be made within ninety (90)
days of the payment of the applicable estimated or actual consolidated federal
income tax, except where a refund is due Parent, in which case, it may defer
payment to a Subsidiary Member to within ninety (90) days of receipt of such
refund.  All payments shall be made in
cash or in securities eligible as investments for the New York Companies,
valued at market value.


 


2.             CHANGE IN CONSOLIDATED TAX
LIABILITY.  If taxable income,
special deductions or credits reported in a consolidated federal income tax
return of the Affiliated Group is changed or otherwise adjusted, including
without limitation by the filing of an amended tax return or by the Internal
Revenue Service or other appropriate authority, a recalculation of the tax
liability for all parties to this Agreement shall be made.


 


3.             REPORTS.  Written reports shall be prepared by Parent
reflecting the allocations of Consolidated Tax Liability made pursuant to
Paragraph 1 for each taxable year of the Affiliated Group (the “Tax Allocation
Reports”).  Such Tax Allocation Reports
shall be prepared and made available to Subsidiary Members within ninety (90)
days after the filing of the applicable consolidated federal income tax
return.  Written reports shall also be
prepared by Parent reflecting any adjustments to prior Tax Allocation Reports,
including adjustments arising as a consequence of the filing of amended tax
returns or audits by the Internal Revenue Service or other appropriate
authority (the “Tax Allocation Adjustment Reports”).  Tax Allocation Adjustment Reports will be prepared and made
available to each Subsidiary Member promptly following the calculation of such
adjustments, and any payments required pursuant to Tax Allocation Adjustment
Reports shall be made within ninety (90) days of receipt of such Tax Allocation
Adjustment Reports.  For purposes of
making quarterly estimated tax payments of federal income taxes, Parent is
authorized to prepare and make available to each of the Subsidiary Members
written reports estimating each of such Participating Company’s share of
estimated tax payments under Section 6655 of the Code determined in accordance
with the principles of Paragraph 1.


 


4.             MODIFICATION.  The parties may not amend Paragraph 1 of the
Agreement to provide for any other method of allocation without thirty (30)
days prior notification to the New York Insurance Department.


 


5.             TERMINATION.  This Agreement shall remain in effect until
terminated by any party hereto upon giving sixty (60) days advance written
notice or until the Affiliated Group fails to file a consolidated federal
income tax return with Parent as the common parent for any taxable year.  Termination upon notice will be effective
only with respect to the terminating party. 
If termination results from the Affiliated Group joining in a
life/nonlife consolidated return for which Genworth is the common parent, the


 


3

















 


Participating
Companies eligible to join in the Genworth consolidated federal income tax
return shall become parties to Genworth’s then-existing tax allocation
agreement by and among Genworth and its eligible subsidiaries (other than the
Participating Companies) by executing the appropriate adoption agreements, and
Genworth shall consent to such adoption agreements.  Upon termination of the Agreement, its provisions will remain in
effect, in the case of termination by notice, with respect to any period of
time prior to and during the taxable year in which termination occurs for which
the income of the terminating party was properly included in the Affiliated
Group consolidated federal income tax return, 
and in the case of any other termination, with respect to any taxable
year beginning after the Closing Date as defined in the Master Agreement
executed by and among Genworth, General Electric Company, General Electric
Capital Corporation, GEI, Inc., and GE Financial Assurance Holdings, Inc. on
                  ,
2004 (the “Master Agreement”; such Closing Date as defined in the Master
Agreement, the “Closing Date”) and ending on or prior to the date of
termination .


 


6.             RECORDS AND DOCUMENTS.  Notwithstanding the termination of this
Agreement, all material including, but not limited to, separate returns,
supporting schedules, workpapers, correspondence and other documents relating
to a Subsidiary Member’s inclusion in the consolidated federal income tax
return of the Affiliated Group for a year governed by this Agreement, shall be
made available to such Subsidiary Member during Parent’s regular business
hours.


 


7.             ASSIGNMENT.  Except as provided in Section 14, this
Agreement and any rights pursuant hereto shall not be assignable by any party
hereto, without the prior written consent of the other parties.  Nothing in this Agreement, express or
implied, is intended to confer on any person other than the parties hereto, or
their respective legal successors, any rights, remedies, obligations or
liabilities that would otherwise be applicable.  The representations, warranties, covenants and agreements
contained in this Agreement shall be binding upon, extend to and inure to the
benefit of the parties hereto, their, and each of their, successors and assigns
respectively.


 


8.             GOVERNING LAW; SERVICE OF SUIT;
FORUM SELECTION.  This Agreement
shall be governed by and construed and enforced in accordance with the internal
laws of the state of New York applicable to a contract made and to be performed
in that state, without regard to principles of conflict of laws.


 


9.             DISPUTES.  Any dispute between or among any of the
parties hereto concerning the implication of this Agreement which cannot be
resolved shall be referred to arbitration in accordance with the then existing
rules of the American Arbitration Association.


 


10.           NOTICE.  All notices, statements or requests provided
for hereunder shall be deemed to have been duly given when delivered by hand to
an officer of the other party, or when deposited with the U.S. Postal Service,
as first class certified or registered mail, postage prepaid, overnight courier
service, telex or telecopier, addressed.


 


4

















 


If to Parent,
to:


 


General
Electric Capital Assurance Company


6620 West
Broad Street


Richmond,
VA  23230


 


If to GELAAC,
to:


 


GE Life and
Annuity Assurance Company


6620 West
Broad Street


Richmond,
VA  23230


 


If to PIC, to:


 


Professional
Insurance Company


6620 West Broad
Street


Richmond,
VA  23230


 


If to GECLA,
to:


 


GE Capital
Life Assurance Company of New York


6620 West
Broad Street


Richmond,
VA  23230


 


If to FHL, to:


 


Federal Home
Life Insurance Company


6620 West
Broad Street


Richmond,
VA  23230


 


If to FCL, to:


 


First Colony
Life Insurance Company


6620 West
Broad Street


Richmond,
VA  23230


 


If to AML, to:


 


American
Mayflower Life Insurance Company of New York


6620 West
Broad Street


Richmond,
VA  23230


 


If to JTL, to:


 


Jamestown Life
Insurance Company


6620 West
Broad Street


 


5

















 


Richmond,
VA  23230


 


If to RL, to:


 


River Lake
Insurance Company


6620 West
Broad Street


Richmond,
VA  23230


 


If to
Genworth, to:


 


Genworth
Financial, Inc.


6620 West
Broad Street


Richmond,
VA  23230


 


And to such
other persons or places as each party may from time to time designate by
written notice sent as aforesaid.


 


11.           ENTIRE AGREEMENT.  This Agreement, together with such
amendments as may from time to time be executed in writing by the parties,
constitutes the entire agreement and understanding between the parties in
respect of the consolidated federal income tax reporting contemplated hereby
and, except for the Special Tax Agreement among Parent, FCL, and RL executed on
July 28, 2003, as amended, supersedes all prior agreements, arrangements and
understandings relating to the subject matter hereof, provided however, that
any prior agreements to which the Participating Companies were parties shall
remain in effect with respect to each taxable year ending on or before the
Closing Date.


 


12.           SECTION HEADINGS.  Section headings contained herein are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.


 


13.           COUNTERPARTS.  This Agreement may be executed in separate
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


14.           ADDITIONAL PARTIES.  With the consent of Parent, any additional
insurance companies that become members of the Affiliated Group after the date
of execution hereof may become a party to this Agreement by executing the
Adopting Agreement attached hereto as Exhibit B.


 


IN WITNESS
WHEREOF, the parties have caused this Agreement to be executed in duplicate by
their respective officers duly authorized so to do, and their respective
corporate seals to be affixed hereto.


 


	
   

  	
  GENERAL
  ELECTRIC CAPITAL ASSURANCE COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
							



 


6

















 


	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GE LIFE AND
  ANNUITY ASSURANCE COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PROFESSIONAL
  INSURANCE COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GE CAPITAL
  LIFE ASSURANCE COMPANY OF NEW YORK

  	
   

  
	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FEDERAL HOME
  LIFE INSURANCE COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FIRST COLONY
  LIFE INSURANCE COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERICAN
  MAYFLOWER LIFE INSURANCE COMPANY OF NEW YORK

  	
   

  
	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
								



 


7

















 


	
   

  	
  JAMESTOWN
  LIFE INSURANCE COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RIVER LAKE
  INSURANCE COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENWORTH
  FINANCIAL, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
								



 


8

















 


EXHIBIT “A”


 


ESCROW AGREEMENT


 


ESCROW
AGREEMENT, dated
                             ,
20            ,
among [name of insurance company incorporated or commercially domiciled in the
State of New York] (hereinafter called “Subsidiary”), General Electric Capital
Assurance Company (hereinafter called “Parent”), and [name of escrow agent]
(hereinafter called “Escrow Agent”).


 


WITNESSETH:


 


WHEREAS,
pursuant to a Tax Allocation Agreement dated
                                        
among Parent, [list all subsidiaries that are parties to the Tax Allocation
Agreement], Parent is required to establish and maintain a special account
consisting of assets eligible as an investment for a New York domestic life
insurance company in an amount equal to the excess of the amount paid by
Subsidiary to the Parent for federal income taxes over the actual tax payment
made by Parent on behalf of that subsidiary; and


 


WHEREAS,
escrow assets may be released to Parent from the special account at such time
as the permissible period for use by Subsidiary of tax loss carrybacks has
expired; and


 


WHEREAS,
Parent desires to deposit securities with the Escrow Agent for such purpose.


 


NOW,
THEREFORE, in consideration of the mutual agreements and other valuable
considerations and the provisions herein contained, it is hereby agreed by and
among Subsidiary, Parent and the Escrow Agent that Parent shall establish and
maintain a special account with the Escrow Agent pursuant to the following
conditions:


 


1.             Securities placed
in the special account shall be held by the Escrow Agent, its successors or
assigns, in trust, exclusively for the benefit of Subsidiary and free of any
lien or other claim of the Escrow Agent, any judgment creditor or other
claimant of the Parent.


 


2.             Except as
hereinafter provided, no securities in this account or any principal cash
account held pursuant to this Agreement shall be released by the Escrow Agent
except (i) upon receipt of a written request of Subsidiary and Parent or (ii)
upon substitution of other securities satisfying the provisions of this
Agreement.


 


3.             Upon maturity of
any security held hereunder, the Escrow Agent may surrender the same for
payment and hold the proceeds thereof in a principal cash account which is to
be maintained as a part of this account in accordance with this Agreement.  The principal cash account shall be invested
pursuant to the instructions of Parent.


 


9

















 


4.             Unless and until
the Escrow Agent is notified to the contrary by Subsidiary and Parent, all
income collected on or received from the securities held hereunder is to be
paid to or upon the order of the Parent.


 


5.             The Escrow Agent
shall be accountable to the Subsidiary and Parent, as their interests may
appear, for the safekeeping of the securities and cash reserves held by it
hereunder.


 


6.             The Escrow Agent
shall send notices with respect to all security and principal cash
transactions, within ten (10) days after said transactions take place, to the
Subsidiary and Parent.


 


7.             Within thirty (30)
days after the filing of the applicable federal income tax return, Subsidiary
shall advise the Escrow Agent and Parent if the permissible period for use of
any tax loss as a carryback has expired and authorize the Escrow Agent to
release to Parent from the special account, such amounts as were deposited in
the special account with respect to such tax loss.


 


8.             The Escrow Agent
may cancel this Agreement, effective not less than thirty (30) days after
delivery of notice thereof to Subsidiary and Parent, and Subsidiary or Parent
may cancel this Agreement at any time without assigning any reason therefor,
effective upon delivery of notice thereof to the Escrow Agent and the other
party; provided no cancellation by either party shall be effective until either
(a) a new escrow agreement is executed by Parent with another escrow agent and approved
by Subsidiary, and the securities and cash principal in the special account are
transferred to the newly designated escrow agent in accordance with written
instructions from Parent and approved by Subsidiary, or (b) a letter of credit,
acceptable to the New York State Insurance Department is delivered to
Subsidiary in substitution for the foregoing special account.


 


9.             Any successor in
interest of the Escrow Agent, or receiver, liquidator, or other public officer
appointed to administer the affairs of the Escrow Agent shall succeed to all
the obligations assumed hereunder by the Escrow Agent.


 


10.           This Agreement shall
be construed and enforced in accordance with the laws of the state of New York.


 


11.           All notices and
other communications which shall be or may be given hereunder shall be in
writing and shall be deemed to have been duly given if delivered or mailed to
the parties at their respective addresses set forth below or to such other
address as any of the parties hereto shall furnish to the other.


 


12.           Any controversy
arising under this Agreement shall be settled by arbitration, in accordance
with the American Arbitration Association rules then in effect, and any award
rendered thereon shall be enforceable in any court of competent jurisdiction.


 


10

















 


13.           This Agreement sets
forth in the entire understanding of the parties and supersedes any prior
agreement on the subject matter hereof and may not be changed or terminated
except by an agreement in writing signed by the parties.


 


IN WITNESS
WHEREOF, the parties hereto execute this Agreement as of the day and year first
above written.


 


	
  Attest:

  	
  General
  Electric Capital Assurance Company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
  [New York
  domiciled or commercially

  domiciled company]

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
  [Escrow
  Agent]

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
								



 


11

















 


EXHIBIT “B”


 


ADOPTION AGREEMENT


 


By executing
this Adoption Agreement, the undersigned corporation, an insurance company
subsidiary of General Electric Capital Assurance Company, hereby adopts and
agrees to be bound by the terms and provisions of the Tax Allocation Agreement
between General Electric Capital Assurance Company and its subsidiaries,
effective
                                        
(the “Agreement”), as provided in section 14 of the Agreement.


 


This Adoption
Agreement shall become effective on the date executed.


 


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Name and
  Address of Corporation)

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  
	
  Accepted:

  
	
   

  
	
  General
  Electric Capital Assurance Company

  
	
   

  
	
  By:

  	
   

  	
   

  
						



 


12



















Exhibit PP


 


TAX ALLOCATION
AGREEMENT


 


This Tax
Allocation Agreement (this “Agreement”) is among Genworth Financial, Inc., a
Delaware company (“Parent”), and GE Group Life Assurance Company, a Connecticut
insurance company (“GEGLAC”), GEFA International Holdings, Inc., a Delaware
company, Viking Insurance Co., Ltd., a Bermuda insurance company, GE Capital
Insurance Agency, Inc., a Delaware company, GE Group Retirement, Inc., a
Connecticut company, GE Group Administrators, Inc., a  Delaware company, GNA Corporation, a Washington company, Capital
Brokerage Corporation, a Washington company, Newco Properties, Inc., a Virginia
company, GNA Distributors, Inc., a Washington company, The Terra Financial
Companies, Ltd., an Illinois company, Terra Financial Planning Group, Ltd., an
Illinois company, Terra Securities Corporation, an Illinois company, Security
Funding Corporation, a Delaware company, HGI Annuity Service Corporation, a
Delaware company, United Pacific Structured Settlement Company, a Florida
company, GE Financial Assurance Mortgage Funding Corporation, a Delaware
company, IFN Insurance Agency, Inc., a Virginia company, FFRL of New Mexico,
Inc., a New Mexico company, Forth Financial Resources of Alabama, Inc., an
Alabama company, Forth Financial Resources of Hawaii, Inc., a Hawaii company,
Forth Financial Resources Insurance Agency of Massachusetts, Inc., a
Massachusetts company, American Agriculturist Services, Inc., a New York
company, Fee for Service, Inc., a Florida company, Dental Holdings, Inc.,  a Connecticut company, California Benefits
Dental Plan, a California company, LTC Incorporated, a Washington company,
General Electric Mortgage Insurance Corporation, a North Carolina insurance
company, General Electric Mortgage Insurance Corporation of North Carolina, a
North Carolina insurance company, GE Mortgage Reinsurance Corporation of North
Carolina, a North Carolina insurance company, Sponsored Captive Re, Inc., a
Vermont insurance company, Verex Assurance, Inc., a Wisconsin insurance
company, Private Residential Mortgage Insurance Corporation, a North Carolina
insurance company, GE Residential Mortgage Insurance Corporation of North
Carolina, a North Carolina insurance company, General Electric Home Equity
Insurance Corporation of North Carolina, a North Carolina insurance company, GE
Mortgage Contract Services, Inc., a Delaware company, Centurion Capital Group,
Inc., an Arizona company, GE Private Asset Management, Inc., a California
company, GE Financial Trust Company, an Arizona company, Centurion Financial
Advisors Inc., a Delaware company, Centurion-Hesse Investment Management Corp.,
a Delaware company, and Centurion-Hinds Investment Management Corp., a Delaware
company (collectively, the “Subsidiaries”).


 


WHEREAS,
Parent and the Subsidiaries are members of an affiliated group of corporations
within the meaning of Section 1504 of the Internal Revenue Code of 1986, as
amended (the “Code”), and are eligible to file consolidated federal income tax
returns (the “Affiliated Group”);


 


WHEREAS,
Parent and the Subsidiaries (the “Participating Companies” with each
Participating Company other than Parent being a “Subsidiary Member”) have
determined that it is in their best interests to elect to file consolidated
federal income tax returns and to enter into


 

















 


this Agreement for purposes of allocating the consolidated federal
income tax liability between the Participating Companies; and


 


WHEREAS, to
the extent that insurance companies incorporated in the State of New York will
become members of the Affiliated Group (collectively, the “New York Companies,”
or separately, a “New York Company”), each will be subject to the Guidelines
for Tax Allocation Agreements contained in the New York Insurance Department
Circular Letter 1979-33;


 


NOW,
THEREFORE, in consideration of the premises and of the mutual promises set
forth herein, and intending to be legally bound hereby, the parties agree as
follows:


 


1.             ALLOCATION METHOD.


 


(A)          Allocation of Consolidated Tax
Liability.  The Participating
Companies shall allocate the consolidated federal income tax liability of the
Affiliated Group (the “Consolidated Tax Liability”) to each Participating
Company by multiplying the Consolidated Tax Liability times a fraction, the
numerator of which is the federal income tax liability of the Participating
Company computed as if the Participating Company filed separate federal income
tax returns (“Separate Tax Liability”) and the denominator of which is the sum
of the Separate Tax Liabilities of the Participating Companies.  The amount of the Consolidated Tax Liability
allocated to each Participating Company shall not exceed the Separate Tax
Liability of such Participating Company; provided, however, that for purposes
of computing the Separate Tax Liability of a Participating Company, any income,
deduction, or loss recognized by such Participating Company in an intercompany
transaction with another Participating Company shall be taken into account as
provided in Treasury Regulation §§ 1.1502-13 and 1.1502-13T.


 


(B)           Use of Tax Attributes.


 


(i)  Generally.  In the event that the amount of the
Consolidated Tax Liability allocated to a Participating Company is less than
the Separate Tax Liability of such Participating Company (the “Benefited
Company”) and another Participating Company has foreign tax credits, investment
tax credits, losses, loss carryovers, or other tax attributes (“Losses”; the
Participating Company which has such Losses, the “Loss Company”), then (i) if
Parent is the Benefited Company, Parent shall pay to the Loss Company, (ii) if
Parent is the Loss Company, the Benefited Company shall pay to Parent, and
(iii) if Parent is neither the Benefited Company or the Loss company, the
Benefited Company shall pay to Parent and Parent shall pay to the Loss Company
an amount equal to the excess of the Benefited Company’s Separate Tax Liability
over its allocation of Consolidated Tax Liability (“Tax Benefit”) to the extent
such Tax Benefit is attributable to Losses of the Loss Company actually used to
reduce Consolidated Tax Liability taking into account the principles of
Treasury Regulation §§ 1.1502-2, 1.1502-3, 1.1502-4, 1.1502-11, 1.1502-21, and


 


2

















 


1.1502-21T.  Any of the Loss Company’s Losses which are
not used to reduce Consolidated Tax Liability and for which it has not been
paid shall be retained by the Loss Company for possible future use in computing
its Separate Tax Liability.


 


(ii)  New York
Companies.  All payments to a
New York Company as a Loss Company shall be recorded on such New York Company’s
books as contributed surplus.  Once a
Loss Company is paid for the utilization of its Losses, the Loss Company cannot
use such Losses in the calculation of its Separate Tax Liability.  As required by New York Insurance Department
Circular Letter 1979-33, if the amount paid by a New York Company to Parent
pursuant to this Paragraph 1 is greater than the amount of the New York
Company’s share of the Consolidated Tax Liability, then cash or securities
having a fair market value equal to such excess shall be placed in escrow by
Parent in order to help assure such New York Company’s enforceable right to
recover its payment for utilization of Losses of another Participating Company
in the event that such New York Company generates future Losses which may be
carried back to the year with respect to which such payment was made.  The assets held in escrow shall be assets
eligible as an investment for the New York Companies.  Escrow assets may be released to Parent (and shall in appropriate
cases be paid by Parent to the appropriate Subsidiary Member) from the escrow
account at such time as the permissible period for the carryback of Losses has
elapsed.  The escrow established
pursuant to this Paragraph 1 will be created pursuant to an agreement substantially
in the form of Exhibit “A”.


 


(C)           Payments.  All payments of Consolidated Tax Liability
allocated under Paragraph 1(A) and all payments with respect to Losses
generating Tax Benefits under Paragraph 1(B) shall be made within ninety (90)
days of the payment of the applicable estimated or actual consolidated federal
income tax, except where a refund is due Parent, in which case, it may defer
payment to a Subsidiary Member to within ninety (90) days of receipt of such
refund.  All payments shall be made in
cash or in securities eligible as investments for the New York Companies,
valued at market value.


 


2.             CHANGE IN CONSOLIDATED TAX
LIABILITY.  If taxable income,
special deductions or credits reported in a consolidated federal income tax
return of the Affiliated Group is changed or otherwise adjusted, including
without limitation by the filing of an amended tax return or by the Internal
Revenue Service or other appropriate authority, a recalculation of the tax
liability for all parties to this Agreement shall be made.


 


3.             REPORTS.  Written reports shall be prepared by Parent
reflecting the allocations of Consolidated Tax Liability made pursuant to
Paragraph 1 for each taxable year of the Affiliated Group (the “Tax Allocation
Reports”).  Such Tax Allocation Reports
shall be prepared and made available to Subsidiary Members within ninety (90)
days after the filing of the applicable consolidated federal income tax
return.  Written reports shall also


 


3

















 


be prepared by
Parent reflecting any adjustments to prior Tax Allocation Reports, including
adjustments arising as a consequence of the filing of amended tax returns or
audits by the Internal Revenue Service or other appropriate authority (the “Tax
Allocation Adjustment Reports”).  Tax
Allocation Adjustment Reports will be prepared and made available to each
Subsidiary Member promptly following the calculation of such adjustments, and
any payments required pursuant to Tax Allocation Adjustment Reports shall be
made within ninety (90) days of receipt of such Tax Allocation Adjustment
Reports.  For purposes of making
quarterly estimated tax payments of federal income taxes, Parent is authorized
to prepare and make available to each of the Subsidiary Members written reports
estimating each of such Participating Company’s share of estimated tax payments
under Section 6655 of the Code determined in accordance with the principles of
Paragraph 1.


 


4.             MODIFICATION.  The parties may not amend Paragraph 1 of the
Agreement to provide for any other method of allocation without thirty (30)
days prior notification to the New York Insurance Department.


 


5.             TERMINATION.  This Agreement shall remain in effect until
terminated by any party hereto upon giving sixty (60) days advance written
notice or until the Affiliated Group fails to file a consolidated federal
income tax return for any taxable year. 
Termination upon notice will be effective only with respect to the
terminating party.  Upon termination of
the Agreement, its provisions will remain in effect, in the case of termination
by notice, with respect to any period of time prior to and during the taxable
year in which termination occurs, for which the income of the terminating party
was properly included in the Affiliated Group consolidated federal income tax
return, and in the case of any other termination, with respect to any taxable
year beginning after the Closing Date as defined in the Master Agreement
executed by and among Genworth, General Electric Company, General Electric
Capital Corporation, GEI, Inc., and GE Financial Assurance Holdings, Inc., on
                           ,
2004 (the “Master Agreement”; such Closing Date as defined in the Master
Agreement, the “Closing Date”) and ending on or prior to the date of termination..


 


6.             RECORDS AND DOCUMENTS.  Notwithstanding the termination of this
Agreement, all material including, but not limited to, separate returns,
supporting schedules, workpapers, correspondence and other documents relating
to a Subsidiary Member’s inclusion in the consolidated federal income tax
return of the Affiliated Group for a year governed by this Agreement, shall be
made available to such Subsidiary Member during Parent’s regular business
hours.


 


7.             ASSIGNMENT.  Except as provided in Section 14, this
Agreement and any rights pursuant hereto shall not be assignable by any party
hereto, without the prior written consent of the other parties.  Nothing in this Agreement, express or
implied, is intended to confer on any person other than the parties hereto, or
their respective legal successors, any rights, remedies, obligations or
liabilities that would otherwise be applicable.  The representations, warranties, covenants and agreements
contained in this Agreement shall


 


4

















 


be binding
upon, extend to and inure to the benefit of the parties hereto, their, and each
of their, successors and assigns respectively.


 


8.             GOVERNING LAW; SERVICE OF SUIT;
FORUM SELECTION.  This Agreement
shall be governed by and construed and enforced in accordance with the internal
laws of the state of New York applicable to a contract made and to be performed
in that state, without regard to principles of conflict of laws.  With respect to GEGLAC, the Agreement shall
be governed by and construed in accordance with the internal laws of the state
of Connecticut applicable to a contract made and to be performed in that state,
without regard to the principles of conflict of laws.


 


9.             DISPUTES.  Any dispute between or among any of the parties
hereto concerning the implication of this Agreement which cannot be resolved
shall be referred to arbitration in accordance with the then existing rules of
the American Arbitration Association.


 


10.           NOTICE.  All notices, statements or requests provided
for hereunder shall be deemed to have been duly given when delivered by hand to
an officer of the other party, or when deposited with the U.S. Postal Service,
as first class certified or registered mail, postage prepaid, overnight courier
service, telex or telecopier, addressed.


 


If to Parent,
to:


 


Genworth
Financial, Inc.


6620 West
Broad Street


Richmond,
VA  23230


 


If to GE Group
Life Assurance Company, to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to GEFA
International Holdings, Inc., to:


6620 West Broad
Street


Richmond,
VA  23230


 


If to Viking
Insurance Co., Ltd., to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to GE
Capital Insurance Agency, Inc., to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to GE Group
Retirement, Inc., to:


6620 West Broad
Street


Richmond,
VA  23230


 


5

















 


If to GE Group
Administrators, Inc., to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to GNA
Corporation, to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to Capital
Brokerage Corporation, to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to Newco
Properties, Inc., to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to GNA
Distributors, Inc., to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to The
Terra Financial Companies, Ltd., to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to Terra
Financial Planning Group, Ltd., to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to Terra
Securities Corporation, to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to Security
Funding Corporation, to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to HGI
Annuity Service Corporation, to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to United
Pacific Structured Settlement Company, to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to GE
Financial Assurance Mortgage Funding Corporation, to:


 


6

















 


6620 West
Broad Street


Richmond,
VA  23230


 


If to IFN
Insurance Agency, Inc., to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to FFRL of
New Mexico, Inc., to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to Forth
Financial Resources of Alabama, Inc., to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to Forth
Financial Resources of Hawaii, Inc., to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to Forth
Financial Resources Insurance Agency of Massachusetts, Inc., to:


6620 West
Broad Street


Richmond,
VA  23230


 


American
Agriculturist Services, Inc., to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to Fee for
Service, Inc., to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to Dental
Holdings, Inc., to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to
California Benefits Dental Plan, to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to LTC
Incorporated, to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to General
Electric Mortgage Insurance Corporation, to:


6601 Six Forks
Road


Raleigh,
NC  27615


 


7

















 


If to General
Electric Mortgage Insurance Corporation of North Carolina, to:


6601 Six Forks
Road


Raleigh,
NC  27615


 


If to GE
Mortgage Reinsurance Corporation of North Carolina, to:


6601 Six Forks
Road


Raleigh,
NC  27615


 


If to
Sponsored Captive Re, Inc., to:


6601 Six Forks
Road


Raleigh,
NC  27615


 


If to Verex
Assurance, Inc., to:


6601 Six Forks
Road


Raleigh,
NC  27615


 


If to Private
Residential Mortgage Insurance Corporation, to:


6601 Six Forks
Road


Raleigh,
NC  27615


 


If to GE
Residential Mortgage Insurance Corporation of North Carolina, to:


6601 Six Forks
Road


Raleigh,
NC  27615


 


If to General
Electric Home Equity Insurance Corporation of North Carolina, to:


6601 Six Forks
Road


Raleigh,
NC  27615


 


If to GE
Mortgage Contract Services, Inc., to:


6601 Six Forks
Road


Raleigh,
NC  27615


 


If to
Centurion Capital Group, Inc., to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to GE
Private Asset Management, Inc., to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to GE
Financial Trust Company, to:


6620 West
Broad Street


Richmond,
VA  23230


 


If to
Centurion Financial Advisors Inc., to:


 


8

















 


6620 West
Broad Street


Richmond,
VA  23230


 


If to
Centurion-Hesse Investment Management Corp., to:


6620 West
Broad Street


Richmond, VA  23230


 


If to Centurion-Hinds Investment Management Corp., to:


6620 West
Broad Street


Richmond, VA  23230


 


And to such
other persons or places as each party may from time to time designate by
written notice sent as aforesaid.


 


11.           ENTIRE AGREEMENT.  This Agreement, together with such
amendments as may from time to time be executed in writing by the parties,
constitutes the entire agreement and understanding between the parties in
respect of the consolidated federal income tax reporting contemplated hereby
and supersedes all prior agreements, arrangements and understandings relating
to the subject matter hereof, provided however, that any prior agreements to
which the Participating Companies were parties shall remain in effect with
respect to each taxable year ending on or before the Closing Date.


 


12.           SECTION HEADINGS.  Section headings contained herein are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.


 


13.           COUNTERPARTS.  This Agreement may be executed in separate
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


14.           ADDITIONAL PARTIES.  With the consent of Parent, any additional
insurance companies that become members of the Affiliated Group after the date
of execution hereof may become a party to this Agreement by executing an
Adopting Agreement either in the form attached hereto as Exhibit B or in the
form attached hereto as Exhibit C.


 


15.           REGULATORY APPROVAL.  The effectiveness of any amendment to or
assignment of the Agreement is conditioned upon completion of the filing of a
Form D, Prior Notice of a Transaction, (or the equivalent) with the requisite
state insurance commissioners, and such filing being deemed sufficient and the
transaction not disapproved by said commissioners.


 


IN WITNESS
WHEREOF, the parties have caused this Agreement to be executed in duplicate by
their respective officers duly authorized so to do, and their respective
corporate seals to be affixed hereto.


 


9

















 


 


	
   

  	
  GENWORTH
  FINANCIAL, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GE GROUP
  LIFE ASSURANCE COMPANY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GEFA
  INTERNATIONAL HOLDINGS, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VIKING
  INSURANCE CO., LTD.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GE CAPITAL
  INSURANCE AGENCY, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GE GROUP
  RETIREMENT, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GE GROUP
  ADMINISTRATORS, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GNA
  CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
									



 


10

















 


	
   

  	
  CAPITAL
  BROKERAGE CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEWCO
  PROPERTIES, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GNA
  DISTRIBUTORS, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE TERRA
  FINANCIAL COMPANIES, LTD.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TERRA
  FINANCIAL PLANNING GROUP, LTD.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TERRA
  SECURITIES CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECURITY
  FUNDING CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HGI ANNUITY
  SERVICE CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
								



 


11

















 


	
   

  	
  UNITED
  PACIFIC STRUCTURED SETTLEMENT COMPANY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GE FINANCIAL
  ASSURANCE MORTGAGE FUNDING CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IFN
  INSURANCE AGENCY, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FFRL OF NEW
  MEXICO, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FORTH
  FINANCIAL RESOURCES OF ALABAMA, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FORTH
  FINANCIAL RESOURCES OF HAWAII, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FORTH
  FINANCIAL RESOURCES INSURANCE AGENCY OF MASSACHUSETTS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
								



 


12

















 


	
   

  	
  AMERICAN
  AGRICULTURIST SERVICES, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FEE FOR
  SERVICE, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DENTAL
  HOLDINGS, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CALIFORNIA
  BENEFITS DENTAL PLAN

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LTC
  INCORPORATED

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GENERAL
  ELECTRIC MORTGAGE INSURANCE CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GENERAL
  ELECTRIC MORTGAGE INSURANCE

  CORPORATION OF NORTH CAROLINA

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GE MORTGAGE
  REINSURANCE CORPORATION OF NORTH CAROLINA

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
								



 


13

















 


	
   

  	
  SPONSORED
  CAPTIVE RE, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VEREX
  ASSURANCE, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PRIVATE
  RESIDENTIAL MORTGAGE INSURANCE CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GE
  RESIDENTIAL MORTGAGE INSURANCE CORPORATION OF NORTH CAROLINA

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GENERAL
  ELECTRIC HOME EQUITY INSURANCE CORPORATION OF NORTH CAROLINA

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GE MORTGAGE
  CONTRACT SERVICES, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CENTURION
  CAPITAL GROUP, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
								



 


14

















 


	
   

  	
  GE PRIVATE
  ASSET MANAGEMENT, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GE FINANCIAL
  TRUST COMPANY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CENTURION
  FINANCIAL ADVISORS INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CENTURION-HESSE
  INVESTMENT MANAGEMENT CORP.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CENTURION-HINDS
  INVESTMENT MANAGEMENT CORP.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
  By: 

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  	
   

  
								



 


15

















 


EXHIBIT “A”


 


ESCROW AGREEMENT


 


ESCROW
AGREEMENT, dated
                               ,
20         , among [name of
insurance company incorporated or commercially domiciled in the State of New
York] (hereinafter called “Subsidiary”), Genworth Financial, Inc. (hereinafter
called “Parent”), and [name of escrow agent] (hereinafter called “Escrow
Agent”).


 


WITNESSETH:


 


WHEREAS,
pursuant to a Tax Allocation Agreement dated
                                        
among Parent, [list all subsidiaries that are parties to the Tax Allocation
Agreement], Parent is required to establish and maintain a special account
consisting of assets eligible as an investment for a New York domestic life
insurance company in an amount equal to the excess of the amount paid by
Subsidiary to the Parent for federal income taxes over the actual tax payment made
by Parent on behalf of that subsidiary; and


 


WHEREAS,
escrow assets may be released to Parent from the special account at such time
as the permissible period for use by Subsidiary of tax loss carrybacks has
expired; and


 


WHEREAS,
Parent desires to deposit securities with the Escrow Agent for such purpose.


 


NOW,
THEREFORE, in consideration of the mutual agreements and other valuable
considerations and the provisions herein contained, it is hereby agreed by and
among Subsidiary, Parent and the Escrow Agent that Parent shall establish and
maintain a special account with the Escrow Agent pursuant to the following
conditions:


 


1.                                       Securities
placed in the special account shall be held by the Escrow Agent, its successors
or assigns, in trust, exclusively for the benefit of Subsidiary and free of any
lien or other claim of the Escrow Agent, any judgment creditor or other
claimant of the Parent.


 


2.                                       Except
as hereinafter provided, no securities in this account or any principal cash
account held pursuant to this Agreement shall be released by the Escrow Agent
except (i) upon receipt of a written request of Subsidiary and Parent or (ii)
upon substitution of other securities satisfying the provisions of this
Agreement.


 


3.                                       Upon
maturity of any security held hereunder, the Escrow Agent may surrender the
same for payment and hold the proceeds thereof in a principal cash account
which is to be maintained as a part of this account in accordance with this
Agreement.  The principal cash account
shall be invested pursuant to the instructions of Parent.


 


4.                                       Unless
and until the Escrow Agent is notified to the contrary by Subsidiary and
Parent, all income collected on or received from the securities held hereunder
is to be paid to or upon the order of the Parent.


 


5.                                       The
Escrow Agent shall be accountable to the Subsidiary and Parent, as their
interests may appear, for the safekeeping of the securities and cash reserves
held by it hereunder.


 


6.                                       The
Escrow Agent shall send notices with respect to all security and principal cash
transactions, within ten (10) days after said transactions take place, to the
Subsidiary and Parent.


 


7.                                       Within
thirty (30) days after the filing of the applicable federal income tax return,
Subsidiary shall advise the Escrow Agent and Parent if the permissible period
for use of any tax loss as a carryback has expired and authorize the Escrow
Agent to


 


16

















 


release to
Parent from the special account, such amounts as were deposited in the special
account with respect to such tax loss.


 


8.                                       The
Escrow Agent may cancel this Agreement, effective not less than thirty (30)
days after delivery of notice thereof to Subsidiary and Parent, and Subsidiary
or Parent may cancel this Agreement at any time without assigning any reason
therefor, effective upon delivery of notice thereof to the Escrow Agent and the
other party; provided no cancellation by either party shall be effective until
either (a) a new escrow agreement is executed by Parent with another escrow
agent and approved by Subsidiary, and the securities and cash principal in the
special account are transferred to the newly designated escrow agent in
accordance with written instructions from Parent and approved by Subsidiary, or
(b) a letter of credit, acceptable to the New York State Insurance Department
is delivered to Subsidiary in substitution for the foregoing special account.


 


9.                                       Any
successor in interest of the Escrow Agent, or receiver, liquidator, or other
public officer appointed to administer the affairs of the Escrow Agent shall
succeed to all the obligations assumed hereunder by the Escrow Agent.


 


10.                                 This
Agreement shall be construed and enforced in accordance with the laws of the
state of New York.


 


11.                                 All
notices and other communications which shall be or may be given hereunder shall
be in writing and shall be deemed to have been duly given if delivered or
mailed to the parties at their respective addresses set forth below or to such
other address as any of the parties hereto shall furnish to the other.


 


12.                                 Any
controversy arising under this Agreement shall be settled by arbitration, in
accordance with the American Arbitration Association rules then in effect, and
any award rendered thereon shall be enforceable in any court of competent
jurisdiction.


 


13.                                 This
Agreement sets forth in the entire understanding of the parties and supersedes
any prior agreement on the subject matter hereof and may not be changed or
terminated except by an agreement in writing signed by the parties.


 


IN WITNESS
WHEREOF, the parties hereto execute this Agreement as of the day and year first
above written.


 


	
  Attest:

  	
  Genworth
  Financial, Inc.

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
  [New York
  domiciled or commercially

  domiciled company]

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
								



 


17

















 


	
  Attest:

  	
  [Escrow
  Agent]

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
								



 


18

















 


EXHIBIT “B”


ADOPTION AGREEMENT


 


By executing
this Adoption Agreement, the undersigned corporation, a subsidiary of Genworth
Financial, Inc., hereby adopts and agrees to be bound by the terms and
provisions of the Tax Allocation Agreement between Genworth Financial, Inc. and
its subsidiaries, effective
                                       
(the “Agreement”), as provided in section 14 of the Agreement.


 


This Adoption
Agreement shall become effective on the date executed.


 


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Name and
  Address of Corporation)

  
	
  By:

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
	
  Accepted:

  
	
  Genworth
  Financial, Inc.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
								



 


19

















 


EXHIBIT “C”


 


[To be entered into by First Colony and River Lake]


 


ADOPTION AGREEMENT


 


By executing
this Adoption Agreement, the undersigned corporation, a subsidiary of Genworth
Financial, Inc. (“Genworth”), hereby adopts and agrees to be bound by the terms
and provisions of the Tax Allocation Agreement between Genworth and its
subsidiaries, effective ___________________ (the “Agreement”), as provided in
section 14 of the Agreement.


 


Notwithstanding
Section 1 of the Agreement, Genworth and the undersigned agree that the Special
Tax Agreement by and among General Electric Capital Assurance Company, First
Colony Life Insurance Company, and River Lake Insurance Company effective July
28, 2003 shall remain in effect and Genworth shall honor the allocation
provisions therein.


 


This Adoption
Agreement shall become effective on the date executed.


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Name and
  Address of Corporation)

  
	
  By:

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
	
  Accepted:

  
	
  Genworth
  Financial, Inc.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
								



 


20



















Exhibit QQ


 


GEFA INTERNATIONAL HOLDINGS, INC.


and


GE INSURANCE HOLDINGS LIMITED


 


 


 


 


_____________________________


DEED OF DEBT RELEASE

_____________________________


 


 


 


 


 


 


 


 


Slaughter and May

One Bunhill Row

London EC1Y 8YY

(TSB/RJZS)

CA041300009


 


 

















 


THIS
DEED is made on [20 May] 2004


BETWEEN:


(1)                                 GEFA INTERNATIONAL HOLDINGS, INC., a company incorporated under
the laws of the State of Delaware, U.S.A. whose registered office is at 2711
Centerville Road, Suite 400, City of Wilmington, County of Newcastle, Delaware
19808, USA (“GEFA International”); and


(2)                                 GE INSURANCE HOLDINGS LIMITED, a private limited company
incorporated in England and Wales with registered number 2221244 and whose
registered office is at Vantage West, Great West Road, Brentford, Middlesex TW8
9AG (“GEIH”).


WHEREAS:


(A)                             The US GEIH Debt was owed by
GEIH to GECC on the terms and subject to the conditions of the US GEIH
Loan.  All of the rights and benefits of
GECC in respect of the US GEIH Debt (as previously sold by GECC to GEI, Inc.
and contributed by GEI, Inc. to GE Financial Assurance Holdings, Inc.) were
contributed to GEFA International by way of a contribution letter from GE
Financial Assurance Holdings, Inc. to GEFA International dated [                        ].


(B)                               FACL is a wholly-owned
subsidiary of GEIH and FINCL is a wholly-owned subsidiary of UK Holdings,
itself a wholly-owned subsidiary of GEFA International.


(C)                               It is proposed that the
long-term insurance business and the assets and liabilities of FACL be
transferred to FINCL under the Scheme for the purpose of transferring that
business into a subsidiary of Genworth, a company which is proposed to be the
subject of an initial public offering in the United States of America.  On the date of the completion of the initial
public offering of shares in Genworth, Genworth will become a parent company of
FINCL, UK Holdings and GEFA International, but will not be a parent company of
either GEIH or FACL.


(D)                              It is proposed that, in the
event that (for whatever reason) the Scheme does not become effective on or
before 28 December 2004, GEIH will (on or before 31 December 2004) transfer all
of its shares in FACL (representing the entire issued share capital of FACL) to
UK Holdings on and subject to the terms of a separate share purchase agreement
to effect the FACL Share Transfer.


(E)                                By way of compensation to GEIH
for the reduction in the value of its investment in FACL in the event that the
transfer of FACL’s business under the Scheme occurs, it is proposed that, on
the Transfer Date, GEFA International will release and discharge GEIH (on the
terms of this Deed) from its obligations to repay the US GEIH Debt.


 


2

















 


(F)                                In the event that the Scheme
does not become effective on or before 28 December 2004 and that, accordingly,
the FACL Share Transfer is effected in pursuance of obligations contained in
the Master Agreement, GEFA International will on the Transfer Date, in part
consideration for the FACL Share Transfer, release and discharge GEIH (on the
terms of this Deed) from its obligations to repay the US GEIH Debt.


(G)                               By way of additional
compensation to GEIH for the reduction in the value of its investment in FACL
consequent upon the Scheme becoming effective or, alternatively (as the case
may be), as further consideration for the FACL Share Transfer, it is intended
that UK Holdings will (and, under this Deed, GEFA International shall ensure
that UK Holdings will) enter into the UK Holdings Deed under which UK Holdings
will agree to release GEIH from a debt owed to UK Holdings in a principal
amount of 

£[                            ] in the
event that the Scheme becomes effective or the FACL Share Transfer is
effected.  The parties intend that the
aggregate debt owed by GEIH to be released under this Deed and the UK Holdings
Deed shall equal the fair market value of FACL as at the date of this Deed.


(H)                              The parties acknowledge that
an amount equal to the amount of the US GEIH Debt to be released hereunder
will, on the Effective Date, become payable by GEFA International to GEIH but
shall not be settled until the release of the US GEIH Debt hereunder on the
applicable Transfer Date.  Pending the
release of the US GEIH Debt by GEFA International on the terms hereof, the
parties have agreed that interest shall be payable on an amount equal to the US
GEIH Debt until the relevant Transfer Date on which the US GEIH Debt is to be
released.


NOW THIS DEED WITNESSES as follows:


1.                                     INTERPRETATION


1.1                                In this Deed, unless
specifically provided otherwise or unless the context otherwise requires, the
following expressions shall have the following meanings:


(A)                              “Applicable Rate” means an
interest rate per annum equal to the sum of LIBOR plus a spread of 150 basis
points, such interest rate to be reset (in accordance with the terms of the US
GEIH Loan) on 30 June and 30 September;


(B)                                “Court” means the High Court
of Justice in England;


(C)                                “Effective Date” means the
date on which the Master Agreement is executed by the parties thereto;


(D)                               “FACL” means Financial
Assurance Company Limited, a private limited company incorporated in England
and Wales with registered number 1044679 and whose registered office is at
Vantage West, Great West Road, Brentford, Middlesex TW8 9AG;


 


3

















 


(E)                                 “FACL Share Transfer” means
the transfer of the legal and beneficial ownership of the entire issued share
capital of FACL to UK Holdings which is proposed to occur only if the Scheme
does not become effective by 31 December 2004;


(F)                                 “FINCL” means Financial New
Life Company Limited, a private limited company incorporated in England and
Wales with registered number 4873014 and whose registered office is at Vantage
West, Great West Road, Brentford, Middlesex TW8 9AG;


(G)                                “GECC” means General Electric
Capital Corporation, a company incorporated under the laws of the state of
Delaware, U.S.A., whose registered office is at 1209 Orange Street, Wilmington,
County of Newcastle, Delaware 19801, U.S.A.;


(H)                               “GEFA International Interest”
shall have the meaning given to that phrase in clause 4.2.


(I)                                    “Genworth” means Genworth
Financial, Inc., a company incorporated in the state of Delaware, U.S.A., and
whose registered office is at 2711 Centerville Road, Suite 400, City of
Wilmington, County of Newcastle, Delaware 19808, U.S.A.;


(J)                                   “Initial Interest Amount”
means an amount of interest at the Applicable Rate on an amount equal to the US
GEIH Debt for the period from (and including) the date of this Deed until (but
not including) the Effective Date;


(K)                               “LIBOR” means the rate for
deposits in euros having a maturity of three months which appears on the Bridge
Telerate Service Page 3750 as of 11:00 a.m., London time, on the date of this
Deed or an applicable interest reset date, as the case may be, and the ‘Bridge
Telerate Service Page 3750’ means the display page designated as “Page 3750” on
the Bridge Telerate Service (or such other page as may replace that page on
that service, or such other service as may be nominated as the information
vendor for the purpose of displaying rates comparable to LIBOR);


(L)                                 “Master Agreement” means the
master agreement proposed to be entered into between General Electric Company,
General Electric Capital Corporation, GEI, Inc., GE Financial Assurance
Holdings, Inc. and Genworth in connection with the initial public offering of
shares in Genworth;


(M)                            “Scheme” means the proposed
insurance business transfer scheme for the transfer of the long-term insurance
business of FACL to FINCL pursuant to Part VII of the Financial Services and
Markets Act 2000 (as the same may be amended or succeeded from time to time);


(N)                               “Transfer Date” means:


 


4

















 


(i)                                    the date on which the Scheme
becomes effective in accordance with the terms of the Scheme; or


(ii)                                 the date on which the
beneficial ownership of the entire issued share capital of FACL is transferred
to UK Holdings (or to such subsidiary of UK Holdings that UK Holdings may
require);


(O)                               “US GEIH Debt” means the
principal amount of £[                      ] owed by GEIH to GEFA
International under the US GEIH Loan;


(P)                                 “US GEIH Loan” means the loan
agreement dated [                     ],
originally entered into between GEIH and GECC but in respect of which all of
the rights and benefits of GECC in the US GEIH Debt owed thereunder (as
previously sold by GECC to GEI, Inc. and contributed by GEI, Inc. to GE
Financial Assurance Holdings, Inc.) were contributed to GEFA International by
way of a contribution letter from GE Financial Assurance Holdings, Inc. to GEFA
International dated [                      
];


(Q)                               “UK Holdings” means GEFA UK
Holdings Limited, a private limited company incorporated in England and Wales
with registered number 4914933 and whose registered office is at Vantage West,
Great West Road, Brentford, Middlesex TW8 9AG; and


(R)                                “UK Holdings Deed” means a
deed of debt release to be entered into between UK Holdings and GEIH on the
date hereof in substantially the same terms as this Deed.


1.2                                In this Deed, headings are for
convenience only and shall not affect the construction of this Deed.


2.                                     EFFECTIVE DATE


The parties agree that this Deed shall only become
effective on the Effective Date.


3.                                     OBLIGATIONS OF GEIH


3.1                                GEIH shall, and shall cause
FACL to, use all commercially reasonable efforts to cause the Scheme to become
effective and thereby to transfer the long-term insurance business and the
assets and liabilities of FACL to FINCL on the terms of the Scheme and to give
full and proper effect to the terms of the Scheme.


3.2                                If the Scheme has not become
effective on or before 28 December 2004, GEIH shall (on or before 31 December
2004) transfer the legal and beneficial ownership of the entire issued share
capital of FACL to UK Holdings, on the terms and subject to the conditions of a
separate share purchase agreement to effect the FACL Share Transfer and in
pursuance of obligations contained in the Master Agreement.


 


5

















 


3.3                                GEIH shall ensure that, until
and including the Transfer Date, FACL will not declare, make or pay any
dividend, charge, fee or other distribution (including any interest on any
unpaid dividend, charge, fee or other distribution) (whether in cash or in
kind) on or in respect of its share capital (or any class of its share
capital).


4.                                     INTEREST


4.1                                The parties acknowledge and
agree that, on the Effective Date, an amount equal to the amount of the US GEIH
Debt will become payable (conditional upon the Transfer Date occurring) by GEFA
International to GEIH and that amount shall be settled by the release by GEFA
International of the US GEIH Debt on the applicable Transfer Date in accordance
with the terms of this Deed.


4.2                                Pending the release of the US
GEIH Debt by GEFA International on the Transfer Date pursuant to clause 5 of
this Deed, GEFA International shall pay to GEIH interest (the “GEFA
International Interest”) in an aggregate amount of:


(A)                              the Initial Interest Amount;
and


(B)                                interest at the Applicable
Rate on an amount equal to the amount of the US GEIH Debt,


such
payment to be satisfied in accordance with clause 4.3 below.


4.3                                On the Transfer Date:


(A)                              GEFA International shall pay
to GEIH the amount of the GEFA International Interest accrued but unpaid up to
and including the Transfer Date; and


(B)                                GEIH shall pay to GEFA
International the amount of any interest accrued but unpaid in respect of the
US GEIH Debt up to and including the Transfer Date,


and the
parties shall satisfy their respective interest payment obligations under this
clause 4.3 by setting off the respective payable interest amounts.


5.                                     CONDITIONAL RELEASE AND
DISCHARGE


5.1                                By way of compensation to GEIH
for the loss of the value of its investment in FACL (in the event that the
Scheme occurs) or (as the case may be) to provide part of the consideration for
the FACL Share Transfer, GEFA International agrees that, with effect from the
Transfer Date, GEIH shall be fully and irrevocably released and discharged from
any and all obligations or liabilities that it has, or may have, to pay the US
GEIH Debt to GEFA International.


5.2                                GEFA International shall
ensure that UK Holdings enters into the UK Holdings Deed on the date hereof and
fully performs all of its obligations thereunder.


 


6

















 


6.                                     REPRESENTATION AND WARRANTY


Each of the parties hereby represents and warrants to
the other that it has full power, authority and capacity to enter into, and
fully to perform all of its obligations under, this Deed.


7.                                     ENTIRE AGREEMENT


7.1                                This Deed and any other
documents to be executed pursuant hereto or in connection with this Deed (the “Documents”)
constitutes the whole and only agreement between the parties relating to the
subject matter hereof.


7.2                                Each party acknowledges that
in entering into the Documents it is not relying upon any pre-contractual
statement which is not set out in the Documents.


7.3                                Except in the case of fraud,
no party shall have any right of action against any other party to this Deed
arising out of or in connection with any pre-contractual statement except
to the extent that it is repeated in the Documents.


7.4                                For the purposes of this clause
7, “pre-contractual statement” means any draft, agreement,
undertaking, representation, warranty, promise, assurance or arrangement of any
nature whatsoever, whether or not in writing, relating to the subject matter of
the Documents made or given by any person at any time prior to the date of this
Deed.


7.5                                This Deed may only be varied
or amended in writing signed by each of the parties.


8.                                     INVALIDITY


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


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


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


9.                                     COUNTERPARTS


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


9.2                                Each counterpart shall
constitute an original of this Deed, but all the counterparts shall together
constitute but one and the same instrument.


 


7

















 


10.                              GOVERNING LAW AND JURISDICTION


10.1                          This Deed is governed by, and
shall be construed in accordance with, English law.


10.2                          Each party agrees that any
proceeding, suit or action arising out of or in connection with this Deed (“Proceedings”)
may be brought in the courts of England.


10.3                          This clause shall not limit
the right of either party to take Proceedings against the other in any other
court.


10.4                          Each party irrevocably submits
and agrees to submit to the jurisdiction of the English courts and of any other
court in which Proceedings may be brought in accordance with this clause.


IN WITNESS of which this document has been executed
and delivered as a deed on the date which first appears on page 1 above.


 


8

















 


	
  EXECUTED AS A DEED

  	
  )

  	
   

  	
   

  
	
  BY GEFA INTERNATIONAL

  	
  )

  	
   

  	
   

  
	
  HOLDINGS, INC. acting by

  	
  )

  	
  ............................................
  

  	
   

  
	
  [name of authorised signatory(ies)]

  	
  )

  	
   

  	
   

  
	
  who, in accordance with the laws

  	
  )

  	
   

  	
   

  
	
  of the territory in which GEFA

  	
  )

  	
   

  	
   

  
	
  International Holdings, Inc. is

  	
  )

  	
  ............................................
  

  	
   

  
	
  incorporated, is/are acting under the

  	
  )

  	
   

  	
   

  
	
  authority of GEFA International

  	
  )

  	
   

  	
   

  
	
  Holdings, Inc.

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXECUTED AS A DEED

  	
  )

  	
  ............................................
  Director

  	
   

  
	
  BY GE INSURANCE HOLDINGS

  	
  )

  	
   

  	
   

  
	
  LIMITED acting by a director and

  	
  )

  	
   

  	
   

  
	
  its secretary / two directors

  	
  )

  	
  ............................................
  Director/Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


9

















 


 


GEFA UK HOLDINGS LIMITED


and


GE INSURANCE HOLDINGS LIMITED


 


 


 


 


_____________________________


DEED OF DEBT RELEASE

_____________________________


 


 


 


 


 


 


 


 


Slaughter and May

One Bunhill Row

London EC1Y 8YY

(TSB/RJZS)

CA041040018


 


10

















 


THIS
DEED is made on [20] May 2004


BETWEEN:


(1)                                 GEFA UK HOLDINGS LIMITED, a private limited company
incorporated in England and Wales with registered number 4914933 and whose
registered office is at Vantage West, Great West Road, Brentford, Middlesex TW8
9AG (“UK
Holdings”); and


(2)                                 GE INSURANCE HOLDINGS LIMITED, a private limited company
incorporated in England and Wales with registered number 2221244 and whose
registered office is at Vantage West, Great West Road, Brentford, Middlesex TW8
9AG (“GEIH”).


WHEREAS:


(A)                             The UK GEIH Debt was owed by
GEIH to GECC on the terms and subject to the conditions of the UK GEIH
Loan.  All of the rights and benefits of
GECC in respect of the UK GEIH Debt (as previously assigned to UK Group Holding
Company Limited following a sale of the UK GEIH Debt by GECC to GEI, Inc., a
contribution of the UK GEIH Debt by GEI, Inc. to GE Financial Assurance
Holdings, Inc. and a contribution of the UK GEIH Debt by GE Financial Assurance
Holdings, Inc. to GEFA International Holdings, Inc.) were assigned to UK
Holdings pursuant to an assignment entered into between UK Holdings and UK
Group Holding Company Limited dated [                        ].


(B)                               FACL is a wholly-owned
subsidiary of GEIH and FINCL is a wholly-owned subsidiary of UK Holdings.


(C)                               It is proposed that the
long-term insurance business and the assets and liabilities of FACL be
transferred to FINCL under the Scheme for the purpose of transferring that
business into a subsidiary of Genworth, a company which is proposed to be the
subject of an initial public offering in the United States of America.  On the date of the completion of the initial
public offering of shares in Genworth, Genworth will become a parent company of
FINCL and UK Holdings, but will not be a parent company of either GEIH or FACL.


(D)                              It is proposed that, in the
event that (for whatever reason) the Scheme does not become effective on or
before 28 December 2004, GEIH will (on or before 31 December 2004) transfer all
of its shares in FACL (representing the entire issued share capital of FACL) to
UK Holdings on and subject to the terms of a separate share purchase agreement
to effect the FACL Share Transfer.


(E)                                By way of compensation to GEIH
for the reduction in the value of its investment in FACL in the event that the
transfer of FACL’s business under the Scheme occurs, it is 


 


11

















 


                                               proposed that, on the Transfer
Date, UK Holdings will release and discharge GEIH (on the terms of this Deed)
from its obligations to repay the UK GEIH Debt.


(F)                                In the event that the Scheme
does not become effective on or before 28 December 2004 and that, accordingly,
the FACL Share Transfer is effected in pursuance of obligations contained in
the Master Agreement, UK Holdings will on the Transfer Date, in part
consideration for the FACL Share Transfer, release and discharge GEIH (on the
terms of this Deed) from its obligations to repay the UK GEIH Debt.


(G)                               By way of additional
compensation to GEIH for the reduction in the value of its investment in FACL
consequent upon the Scheme becoming effective or, alternatively (as the case
may be), as further consideration for the FACL Share Transfer, GEFA
International Holdings, Inc. (“GEFA International”), a parent company of UK
Holdings, has entered into a deed of debt release (the “GEFA International
Deed”) on the date hereof, in substantially the same terms as this Deed, under
which GEFA International has agreed to release GEIH from a debt owed to GEFA International
in a principal amount of £[                            ] in the event that the Scheme becomes
effective or the FACL Share Transfer is effected.  The parties intend that the aggregate debt owed by GEIH to be
released under this Deed and the GEFA International Deed shall equal the fair
market value of FACL as at the date of this Deed.


(H)                              The parties acknowledge that
an amount equal to the amount of the UK GEIH Debt to be released hereunder
will, on the Effective Date, become payable by UK Holdings to GEIH but shall
not be settled until the release of the UK GEIH Debt hereunder on the
applicable Transfer Date.  Pending the
release of the UK GEIH Debt by UK Holdings on the terms hereof, the parties
have agreed that interest shall be payable on an amount equal to the UK GEIH
Debt until the relevant Transfer Date on which the UK GEIH Debt is to be
released.


NOW THIS DEED WITNESSES as follows:


11.                               INTERPRETATION


11.1                          In this Deed, unless
specifically provided otherwise or unless the context otherwise requires, the
following expressions shall have the following meanings:


(A)                              “Applicable Rate” means an
interest rate per annum equal to the sum of LIBOR plus a spread of 150 basis
points, such interest rate to be reset (in accordance with the terms of the UK
GEIH Loan) on 30 June and 30 September;


(B)                                “Court” means the High Court
of Justice in England;


(C)                                “Effective Date” means the
date on which the Master Agreement is executed by the parties thereto;


 


12

















 


(D)                               “FACL” means Financial
Assurance Company Limited, a private limited company incorporated in England
and Wales with registered number 1044679 and whose registered office is at
Vantage West, Great West Road, Brentford, Middlesex TW8 9AG;


(E)                                 “FACL Share Transfer” means
the transfer of the legal and beneficial ownership of the entire issued share
capital of FACL to UK Holdings which is proposed to occur only if the Scheme
does not become effective by 28 December 2004;


(F)                                 “FINCL” means Financial New
Life Company Limited, a private limited company incorporated in England and
Wales with registered number 4873014 and whose registered office is at Vantage
West, Great West Road, Brentford, Middlesex TW8 9AG;


(G)                                “GECC” means General Electric
Capital Corporation, a company incorporated under the laws of the state of
Delaware, U.S.A., whose registered office is at 1209 Orange Street, Wilmington,
County of Newcastle, Delaware 19801, U.S.A.;


(H)                               “Genworth” means Genworth
Financial, Inc., a company incorporated in the state of Delaware, U.S.A., and
whose registered office is at 2711 Centerville Road, Suite 400, City of
Wilmington, County of Newcastle, Delaware 19808, U.S.A.;


(I)                                    “Initial Interest Amount”
means an amount of interest at the Applicable Rate on an amount equal to the UK
GEIH Debt for the period from (and including) the date of this Deed until (but
not including) the Effective Date;


(J)                                   “LIBOR” means the rate for
deposits in euros having a maturity of three months which appears on the Bridge
Telerate Service Page 3750 as of 11:00 a.m., London time, on the date of this
Deed or an applicable interest reset date, as the case may be, and the ‘Bridge
Telerate Service Page 3750’ means the display page designated as “Page 3750” on
the Bridge Telerate Service (or such other page as may replace that page on
that service, or such other service as may be nominated as the information
vendor for the purpose of displaying rates comparable to LIBOR);


(K)                               “Master Agreement” means the
master agreement proposed to be entered into between General Electric Company,
General Electric Capital Corporation, GEI, Inc., GE Financial Assurance
Holdings, Inc. and Genworth in connection with the initial public offering of
shares in Genworth;


(L)                                 “Scheme” means the proposed
insurance business transfer scheme for the transfer of the long-term insurance
business of FACL to FINCL pursuant to Part VII of the Financial Services and
Markets Act 2000 (as the same may be amended or succeeded from time to time);


 


13

















 


(M)                            “Transfer Date” means:


(i)                                    the date on which the Scheme
becomes effective in accordance with the terms of the Scheme; or


(ii)                                 the date on which the
beneficial ownership of the entire issued share capital of FACL is transferred
to UK Holdings (or to such subsidiary of UK Holdings that UK Holdings may
require);


(N)                               “UK GEIH Debt” means the
principal amount of £[                     
] owed by GEIH to UK Holdings under the UK GEIH Loan;


(O)                               “UK GEIH Loan” means the loan
agreement dated [19 May 2004], originally entered into between GEIH and GECC
but in respect of which all of the rights and benefits of GECC in the UK GEIH
Debt owed thereunder (as previously assigned to UK Group Holding Company
Limited following a sale of the UK GEIH Debt by GECC to GEI, Inc., a
contribution of the UK GEIH Debt by GEI, Inc. to GE Financial Assurance
Holdings, Inc. and a contribution of the UK GEIH Debt by GE Financial Assurance
Holdings, Inc. to GEFA International Holdings, Inc.) were assigned to UK
Holdings pursuant to an assignment entered into between UK Holdings and UK
Group Holding Company Limited dated [                       ]; and


(P)                                 “UK Holdings Interest” shall
have the meaning given to that phrase in clause 4.2.


11.2                          In this Deed, headings are for
convenience only and shall not affect the construction of this Deed.


12.                              EFFECTIVE DATE


The parties agree that this Deed shall only become
effective on the Effective Date.


13.                              OBLIGATIONS OF GEIH


13.1                          GEIH shall, and shall cause
FACL to, use all commercially reasonable efforts to cause the Scheme to become
effective and thereby to transfer the long-term insurance business and the
assets and liabilities of FACL to FINCL on the terms of the Scheme and to give
full and proper effect to the terms of the Scheme.


13.2                          If the Scheme has not become
effective on or before 28 December 2004, GEIH shall (on or before 31 December
2004) transfer the legal and beneficial ownership of the entire issued share
capital of FACL to UK Holdings, on the terms and subject to the conditions of a
separate share purchase agreement to effect the FACL Share Transfer and in
pursuance of obligations contained in the Master Agreement.


 


14

















 


13.3                          GEIH shall ensure that, until
and including the Transfer Date, FACL will not declare, make or pay any
dividend, charge, fee or other distribution (including any interest on any
unpaid dividend, charge, fee or other distribution) (whether in cash or in
kind) on or in respect of its share capital (or any class of its share
capital).


14.                              INTEREST


14.1                          The parties acknowledge and
agree that, on the Effective Date, an amount equal to the amount of the UK GEIH
Debt will become payable (conditional upon the Transfer Date occurring) by UK
Holdings to GEIH and that amount shall be settled by the release by UK Holdings
of the UK GEIH Debt on the applicable Transfer Date in accordance with the
terms of this Deed.


14.2                          Pending the release of the UK
GEIH Debt by UK Holdings on the Transfer Date pursuant to clause 5 of this Deed,
UK Holdings shall pay to GEIH interest (the “UK Holdings Interest”) in an
aggregate amount of:


(A)                              the Initial Interest Amount;
and


(B)                                interest at the Applicable
Rate on an amount equal to the amount of the UK GEIH Debt,


such
payment to be satisfied in accordance with clause 4.3 below.


14.3                          On the Transfer Date:


(A)                              UK Holdings shall pay to GEIH
the amount of the UK Holdings Interest accrued but unpaid up to and including
the Transfer Date; and


(B)                                GEIH shall pay to UK Holdings
the amount of any interest accrued but unpaid in respect of the UK GEIH Debt up
to and including the Transfer Date,


and the
parties shall satisfy their respective interest payment obligations under this
clause 4.3 by setting off the respective payable interest amounts.


15.                              CONDITIONAL RELEASE AND
DISCHARGE


By way
of compensation to GEIH for the loss of the value of its investment in FACL (in
the event that the Scheme occurs) or (as the case may be) to provide part of
the consideration for the FACL Share Transfer, UK Holdings agrees that, with
effect from the Transfer Date, GEIH shall be fully and irrevocably released and
discharged from any and all obligations or liabilities that it has, or may
have, to pay the UK GEIH Debt to UK Holdings.


 


15

















 


16.                              REPRESENTATION AND WARRANTY


Each of the parties hereby represents and warrants to
the other that it has full power, authority and capacity to enter into, and
fully to perform all of its obligations under, this Deed.


17.                              ENTIRE AGREEMENT


17.1                          This Deed and any other
documents to be executed pursuant hereto or in connection with this Deed (the “Documents”)
constitutes the whole and only agreement between the parties relating to the
subject matter hereof.


17.2                          Each party acknowledges that
in entering into the Documents it is not relying upon any pre-contractual
statement which is not set out in the Documents.


17.3                          Except in the case of fraud,
no party shall have any right of action against any other party to this Deed
arising out of or in connection with any pre-contractual statement except
to the extent that it is repeated in the Documents.


17.4                          For the purposes of this clause
7, “pre-contractual statement” means any draft, agreement,
undertaking, representation, warranty, promise, assurance or arrangement of any
nature whatsoever, whether or not in writing, relating to the subject matter of
the Documents made or given by any person at any time prior to the date of this
Deed.


17.5                          This Deed may only be varied
or amended in writing signed by each of the parties.


18.                              INVALIDITY


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


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


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


19.                              COUNTERPARTS


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


19.2                          Each counterpart shall
constitute an original of this Deed, but all the counterparts shall together
constitute but one and the same instrument.


 


16

















 


20.                              GOVERNING LAW AND JURISDICTION


20.1                          This Deed is governed by, and
shall be construed in accordance with, English law.


20.2                          Each party agrees that any
proceeding, suit or action arising out of or in connection with this Deed (“Proceedings”)
may be brought in the courts of England.


20.3                          This clause shall not limit
the right of either party to take Proceedings against the other in any other
court.


20.4                          Each party irrevocably submits
and agrees to submit to the jurisdiction of the English courts and of any other
court in which Proceedings may be brought in accordance with this clause.


IN
WITNESS of which this document has been executed and delivered as a deed on the
date which first appears on page 1 above.


 


17

















 


	
  EXECUTED AS
  A DEED

  	
  )

  	
  .............................................Director

  
	
  BY GEFA UK
  HOLDINGS

  	
  )

  	
   

  
	
  LIMITED acting by a director and

  	
  )

  	
   

  
	
  its
  secretary / two directors

  	
  )

  	
  ............................................
  Director/Secretary

  
	
   

  	
   

  	
   

  
	
  EXECUTED AS A DEED

  	
  )

  	
  ............................................
  Director

  
	
  BY GE INSURANCE HOLDINGS

  	
  )

  	
   

  
	
  LIMITED acting by a director and

  	
  )

  	
   

  
	
  its secretary / two directors

  	
  )

  	
  ............................................
  Director/Secretary

  
	
   

  	
   

  	
   

  



 


18



















 


Schedule 1.1


 


Discontinued Businesses


 


GE Property and Casualty
Insurance Company


GE Casualty
Insurance Company


GE Indemnity
Insurance Company


GE Auto &
Home Insurance Company


Bayside
Casualty Insurance Company


 

















 


Schedule 1.1(a)


 


Supply and Vendor Contracts


 


1.               Car Lease dated 22
August 2003 between GE Deutschland GmbH and GE Capital Services GmbH
(trading as Avis Fleet Services)


 


2.               Car Lease dated 19
February 2003 between GE International, Inc. and Locadif S.P.R.L./B.V.B.A.
(trading as Avis Fleet Services)


 


3.               Car Lease dated 31
July 2002 between GE International, Inc. and GE Capital Aro Lease B.V.


 


4.               The agreements
listed on Annex A (Ops & Sourcing)


 


5.               The agreements
listed on Annex B (MI Europe)


 


6.               The agreements
listed on Annex C (IT Documents)


 


7.               The agreements
listed on Annex D (GEFI Europe)


 


8.               The following
mainframe software licenses:


 


Mainframe Software – Alpharetta, Georgia


 


1 – Software License Agreement
between GE and GE for EDI-Benchmark Bundle loaded on LPAR SYS6 in Alpharetta,
Georgia, Product Number V01-8889.


 


2 – Software License Agreement
between GE Capital and Levi/Ray/S for VPS/PCL loaded on LPAR SYS6 in
Alpharetta, Georgia, Product Number V90-0230.


 


3 – Software License Agreement
between GE and MacKinney for CICS/CEMT from Batch-fST feature loaded on LPAR
SYS6 in Alpharetta, Georgia, Product Number V24-1254.


 


4 – Software License Agreement
between GE Capital and Mainstar forBackup and Recovery Manager loaded on LPAR
SYS6 in Alpharetta, Georgia, Product Number V16-7579.


 


5 – Software License Agreement
between GE Capital and Mobius for ViewDirect Base – unlimited use loaded on
LPAR SYS6 in Alpharetta, Georgia, Product Number V37-9555.


 


6 – Software License Agreement
between GE and Oracle for Oracle 7 loaded on LPAR SYS6 in Alpharetta, Georgia,
Product Number V94-3003.


 


7 – Software License Agreement
between GE Capital and Sterling Commerce for Connect:Direct Base Client loaded
on LPAR SYS6 in Alpharetta, Georgia, Product Number V08-6525.


 


 


1

















 


8 – Software License Agreement
between GE Capital and Sterling Commerce for Connect:Direct MVS W/SNA loaded on
LPAR SYS6 in Alpharetta, Georgia, Product Number V92-5307.


 


9 – Software License Agreement
between GE and Sybase for Open Client CICS (Base) loaded on LPAR SYS6 in
Alpharetta, Georgia, Product Number V86-1076.


 


10 – Software License Agreement
between GE and Sybase for Open Client MVS loaded on LPAR SYS6 in Alpharetta,
Georgia, Product Number V86-1075.


 


11 – Software License Agreement
between GE and Sybase for Open Server loaded on LPAR SYS6 in Alpharetta,
Georgia, Product Number V86-1078.


 


12 – Software License Agreement
between GE and Sybase for Open Server CICS or IMS (Base) loaded on LPAR SYS6 in
Alpharetta, Georgia, Product Number V86-1077.


 


13 – Software License Agreement
between GE IT Solutions and Syncsort for Syncsort z/OS loaded on LPAR SYS6 in
Alpharetta, Georgia, Product Number V00-9341.


 


14 – Software License Agreement
between GE and Tact for TEW – Tedit Workbench loaded on LPAR SYS6 in
Alpharetta, Georgia, Product Number V92-2318.


 


15 – Software License Agreement
between GE Capital and Computer Associates for Answer:Builder (Base) (Mark IV)
(GELAAC and GNA licenses only) loaded on LPAR SYSB in Alpharetta, Georgia,
Product Number V81-5372.


 


16 - Software License Agreement
between GE Capital and Computer Associates for Vision:Results (GELAAC and GNA
licenses only) loaded on LPAR SYSB in Alpharetta, Georgia, Product Number
V92-5322.


 


17 – Software License Agreement
between GE Capital and Cincom for Mantis XREF loaded on LPAR SYSB in
Alpharetta, Georgia, Product Number V11-9374.


 


18 -  Software License Agreement between GE Capital and Cincom for
MTEXT - MVS loaded on LPAR SYSB in Alpharetta, Georgia, Product Number
V30-5082.


 


19 - Software License Agreement
between GE Capital and Cincom for Mantis Nucleus - MVS loaded on LPAR SYSB in
Alpharetta, Georgia, Product Number V65-1142.


 


20 – Software License Agreement
between GE Capital and Levi/Ray/S for VMCF/TSO loaded on LPAR SYSB in Alpharetta,
Georgia, Product Number V08-2337.


 


21 – Software License Agreement
between GE Capital and Levi/Ray/S for VPS/TCPIP loaded on LPAR SYSB in
Alpharetta, Georgia, Product Number V42-1533.


 


 


2

















 


 


22 – Software License Agreement
between GE Capital and Levi/Ray/S for VPS/PCL loaded on LPAR SYSB in
Alpharetta, Georgia, Product Number V90-0230.


 


23 – Software License Agreement
between GE and MacKinney for LISTCAT Plus-MVS loaded on LPAR SYSB in
Alpharetta, Georgia, Product Number V24-1262.


 


24 – Software License Agreement
between GE and MacKinney for KWIKKEY loaded on LPAR SYSB in Alpharetta,
Georgia, Product Number V24-1267.


 


25 – Software License Agreement
between GE and MacKinney for CICS/CEMT from Batch/MVS loaded on LPAR SYSB in
Alpharetta, Georgia, Product Number V24-1272.


 


26 – Software License Agreement
between GE Capital and Medicinfo for MIB loaded on LPAR SYSB in Alpharetta,
Georgia, Product Number V54-6073.


 


27 – Software License Agreement
between GE and NETEC for CAFC w/LOCO/AOEF loaded on LPAR SYSB in Alpharetta,
Georgia, Product Number V45-5230.


 


28  Intentionally left blank.


 


29 – Software License Agreement
between GE and Pitney for Stream Weaver loaded on LPAR SYSB in Alpharetta,
Georgia, Product Number V50-1003.


 


30 – Software License Agreement
between GE and SAS for SAS Base loaded on LPAR SYSB in Alpharetta, Georgia,
Product Number V09-9995.


 


31 – Software License Agreement
between GE Capital and Serena for Comparex loaded on LPAR SYSB in Alpharetta,
Georgia, Product Number V86-9046.


 


32 – Software License Agreement
between GE and Sftwreng for TRMS loaded on LPAR SYSB in Alpharetta, Georgia,
Product Number V89-1130.


 


33 – Software License Agreement
between GE and Sftwreng for TRMS VSCI loaded on LPAR SYSB in Alpharetta,
Georgia, Product Number V89-1131.


 


34 – Software License Agreement
between GE Capital and Sterling Commerce for Connect:Mailbox loaded on LPAR
SYSB in Alpharetta, Georgia, Product Number V53-2284.


 


35 – Software License Agreement
between GE IT Solutions and Syncsort for Syncsort z/OS loaded on LPAR SYSB in
Alpharetta, Georgia, Product Number V00-9341.


 


36 – Software License Agreement
between GE Capital and Unicom for CICS COMET loaded on LPAR SYSB in Alpharetta,
Georgia, Product Number V17-7498.


 


37 – Software License Agreement
between GE and Xerox for XPAF loaded on LPAR SYSB in Alpharetta, Georgia,
Product Number V94-1000.


 


 


3

















 


38 – Software License Agreement
between GE and Xerox for HFDL (Host Forms Descriptn Lang) loaded on LPAR SYSB
in Alpharetta, Georgia, Product Number V94-1003.


 


39 - Software License Agreement
between GE Capital and Sterling Commerce for Connect:Direct loaded on LPAR SYSB
in Alpharetta, Georgia.


 


40 - Software License Agreement
between GE and Document Sciences for Compset/DLS loaded on LPAR SYSB in
Alpharetta, Georgia.


 


41 - Software License Agreement
between GE and Observer Inc. for JES2Q loaded on LPAR SYSB in Alpharetta,
Georgia.


 


42 - Software License Agreement
between GE and IBM for RACF loaded on LPAR SYSB in Alpharetta, Georgia.


 


43 - Software License Agreement
between GE and IBM for OS/VS COBOL Compiler & Library loaded on LPAR SYSB
in Alpharetta, Georgia.


 


Mainframe Software
– Cincinnati, Ohio


 


1 – Software License Agreement between GE and
Princeton Softtech for Move for DB2 loaded on LPAR Heather in Cincinnati, Ohio.


 


 


4

















 


Annex A


Schedule 1.1(a)


to


Master Agreement


(Ops and Sourcing)


 


Section A
(Complete Transfer):


 


	
  No.

  	
   

  	
  Contract Name

  	
   

  	
  Agreement Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  1.

  	
   

  	
  Avis
  Corporation-GE Homebuyer Privileges Program Agreement - Final (Uploaded as
  “Avis Rent A Car Homebuyer Privileges Agmt 2002-08”)

  	
   

  	
  8/24/2002

  	
   

  	
  Avis
  Corporation, The (“Avis”)

  	
   

  	
  GEMICO
  on behalf of GE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Cendant
  Travel-GE Homebuyer Privileges Program Agreement (Uploaded as “Cendant Travel
  Homebuyer privileges Agreement”)

  	
   

  	
  7/1/2002

  	
   

  	
  Cendant
  Travel, Inc. (“CTI”)

  	
   

  	
  GEMICO
  on behalf of GE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Flooring
  America-GE Homebuyer Privileges Program Agreement and Web Linking Addendum
  (Uploaded as “Flooring America Homebuyer Privileges Agreement 2002-1”)

  	
   

  	
  Agreement 10/1/2002 Web Linking Addendum
  1/31/2003

  	
   

  	
  FA Management Enterprises, Inc. (“FA”)

  	
   

  	
  GEMICO
  on behalf of GE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  GE
  Consumer Products-GE Homebuyer Privileges Program Agreement (Uploaded as “GE
  Consumer Products Homebuyer Privileges Agmt 20”)

  	
   

  	
  4/4/2003

  	
   

  	
  GE
  through its Consumer Products business [this interest remains with GE]

  	
   

  	
  GEMICO
  on behalf of GE [this interest to be transferred to Genworth]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  GESMI-GE
  Homebuyer Privileges Program Agreement

  	
   

  	
  5/8/2003

  	
   

  	
  GE
  Service Management, Inc.  [this
  interest remains with GE]

  	
   

  	
  GEMICO
  on behalf of GE [this interest to be transferred to Genworth]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Home
  Depot-GE Homebuyer Privileges Program Agreement (Uploaded as “Home Depot
  Homebuyer Privileges Agmt 2001-02-28”)

  	
   

  	
  2/28/2001

  	
   

  	
  Home
  Depot U.S.A., Inc. (“Home Depot”)

  	
   

  	
  GEMICO
  on behalf of GE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Attachment
  A to Home Depot-GEMICO Homebuyer Privileges Program Agreement (Uploaded as
  “Home Depot Homebuyer Privileges Agmt Attachment A”)

  	
   

  	
  2/28/2001

  	
   

  	
  Home
  Depot U.S.A., Inc. (“Home Depot”); Homer TLC, Inc. (“Homer”)

  	
   

  	
  GEMICO
  on behalf of GE

  



 


 


5

















 


	
  No.

  	
   

  	
  Contract Name

  	
   

  	
  Agreement Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  8.

  	
   

  	
  Penske
  Auto Centers-General Electric Company Lender Program Memorandum of
  Understanding (Uploaded as “Penske Auto Centers Homebuyer Privileges Agmt
  200”)

  	
   

  	
  10/31/2000

  	
   

  	
  Penske
  Auto Centers, LLC

  	
   

  	
  GEMICO
  on behalf of GE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Penske
  Truck Rental-General Electric Company Lender Program Memorandum of
  Understanding (Uploaded as “Penske Truck Leasing Homebuyer Privileges Agmt
  20”)

  	
   

  	
  7/11/2000

  	
   

  	
  Penske
  Truck Leasing Co., L.P.

  	
   

  	
  GEMICO
  on behalf of GE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Addendum
  to Staffing Agreement

  	
   

  	
  5/8/2003

  	
   

  	
  Kelly
  Health Care Resources

  	
   

  	
  General Electric (1640 Los Gatos San Rafael)—not signed

  



 


Section B:
GE owns Master, split


 


The
GE Group shall retain the following master agreements and shall retain any
licenses, leases, addendums and similar arrangements thereunder pursuant to
which any software, hardware, equipment or services are acquired that do not
relate primarily to the Genworth Business. 
All licenses, leases, addendums and similar arrangements under any of
the following master agreements in the name of any member of the GE Group
(other than GEFAHI) that relate primarily to the Genworth Business shall be
assigned to a member of the Genworth Group.


 


	
  No.

  	
   

  	
  Contract Name

  	
   

  	
  Agreement Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  1.

  	
   

  	
  Variation
  Agreement

  	
   

  	
  12/19/2003

  	
   

  	
  Experian
  Ltd (formerly CCN Group Ltd)

  	
   

  	
  GE
  Capital Corp

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Master
  Professional Printing Services Agreement

  	
   

  	
  3/5/2003

  	
   

  	
  FCL
  Graphics Incorporated

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  License
  Agreement Amendment

  	
   

  	
  8/31/2000

  	
   

  	
  FinanCenter,
  Inc. (“FinanCenter”)

  	
   

  	
  GEMICO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Quote
  and Linking Agreement

  	
   

  	
  9/9/1999

  	
   

  	
  FinancCenter,
  Inc.

  	
   

  	
  GEFAHI
  (Substituted as contracting entity for GE Capital) & GE Center for
  Financial Learning

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Master
  Services Agreement

  	
   

  	
  7/3/2003

  	
   

  	
  Kelly
  Services, Inc.

  	
   

  	
  General
  Electric Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Noosh,
  Inc. Print Buyer Agreement

  	
   

  	
  12/31/2003

  	
   

  	
  Noosh,
  Inc.

  	
   

  	
  GNA
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Master
  Professional Printing Services Agreement

  	
   

  	
  8/30/2002

  	
   

  	
  Service
  Envelope Corporation

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Agreement
  for Purchase of Products

  	
   

  	
  4/16/2001

  	
   

  	
  Xerox
  Corporation

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Agreement
  between AT&T and various subsidiaries of GE Financial Assurance

  	
   

  	
  4/1/2001

  	
   

  	
  AT&T
  Corp.

  	
   

  	
  UFLIC,
  CPFIC, SA, CCS, GCDP & GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Master
  Services Agreement (including Exhibit A; General Agent/Brokerage General
  Agent Agreement)

  	
   

  	
  5/30/2000

  	
   

  	
  Insurance
  Answer Center, Inc.

  	
   

  	
  GEFAHI

  



 


 


6

















 


Section C:
Genworth owns Master, split


 


The Genworth Group shall own
the following master agreements and any licenses, leases addendums and similar
arrangements thereunder pursuant to which any software, hardware, equipment or
services are acquired that related primarily to the Genworth Business.  Any such licenses, leases, addendums and
similar arrangements in the name of any member of the GE Group (other than
GEFAHI) that relate primarily to the Genworth Business shall be assigned to
Genworth.  All licenses, leases
addendums and similar arrangements under any of the following master agreements
in the name of any member of the GE Group that do not relate primarily to the
Genworth Business shall be retained by the GE Group.


 


	
  No.

  	
   

  	
  Contract Name

  	
   

  	
  Agreement Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  1.

  	
   

  	
  Multipurpose
  Confidentiality Agreement

  	
   

  	
  4/14/2003

  	
   

  	
  The
  Wackenhut Corporation

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Services
  Contract (with addenda for various locations;  5 .pdf files)

  	
   

  	
  12/12/2001

  	
   

  	
  The
  Wackenhut Corporation

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  On-Line
  Service Subscription Agreement

  	
   

  	
  12/27/2001

  	
   

  	
  OneSource
  Information Services, Inc.

  	
   

  	
  GEFAHI

  



 


 


7

















 


Annex B


 


Schedule 1.1(a)
for MI Europe


 


Section B:
GE owns Master, split


 


The
GE Group shall retain the following master agreements and shall retain any
licenses, leases, addendums and similar arrangements thereunder pursuant to
which any software, hardware, equipment or services are acquired that do not
relate primarily to the Genworth Business. 
All licenses, leases, addendums and similar arrangements under any of
the following master agreements in the name of any member of the GE Group
(other than GEFAHI) that relate primarily to the Genworth Business shall be
assigned to a member of the Genworth Group.


 


	
  Contract Name

  	
   

  	
  Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  License
  Agreement for Chain Link Technologies (as amended)

  	
   

  	
  5/19/1997

  	
   

  	
  Kintana, Inc. (formerly Chain
  Link Technologies)

  	
   

  	
  General Electric Co.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  License
  Agreement for Computer Software Products

  	
   

  	
  6/1/1999

  	
   

  	
  Trend Micro, Inc.

  	
   

  	
  General Electric Co.

  



 


 


8

















 


Annex C


Schedule 1.1(a)


to


Master
Agreement


(IT
documents)


 


Section A
(Complete Transfer):


 


	
  Contract Name

  	
   

  	
  Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  Master Software System License Agreement
  and Addendum

  	
   

  	
  3/12/1996

  	
   

  	
  Servantis
  Systems, Inc. (“SSI”)

  	
   

  	
  GE
  Capital Corporation Commercial Processing Services = Customer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DDV Master Agreement

  	
   

  	
  4/16/2001

  	
   

  	
  Digital
  Datavoice Corporation

  	
   

  	
  UFLIC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Software Site License Agreement

  	
   

  	
  No date provided

  	
   

  	
  Principia
  Partners, LLC (“Principia”)

  	
   

  	
  GE
  Asset Management Incorporated (“GEAM”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2002-2003 REIS Services License Agreement

  	
   

  	
  9/30/2002

  	
   

  	
  REIS,
  Inc.

  	
   

  	
  GEAM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Letter Agreement

  	
   

  	
  6/23/1994

  	
   

  	
  Wilshire
  Associates Inc.

  	
   

  	
  GEAM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agreement for Thomson Financial Services - Thomson
  Analytics

  	
   

  	
  9/15/2003

  	
   

  	
  Thomson
  Financial

  	
   

  	
  GEAM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Consulting Agreement(1)

  	
   

  	
  9/18/2002

  	
   

  	
  Principia
  Partners LLC

  	
   

  	
  GEAM

  



 


Section B:
GE owns Master, split


 


The
GE Group shall retain the following master agreements and shall retain any
licenses, leases, addendums and similar arrangements thereunder pursuant to
which any software, hardware, equipment or services are acquired that do not
relate primarily to the Genworth Business. 
All licenses, leases, addendums and similar arrangements under any of the
following master agreements in the name of any member of the GE Group (other
than GEFAHI) that relate primarily to the Genworth Business shall be assigned
to a member of the Genworth Group.


 


	
  Contract
  Name

  	
   

  	
  Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  Information Technology Services Agreement
  and Predecessor Agreements

  	
   

  	
  1/1/2004

  	
   

  	
  TCS

  	
   

  	
  General
  Electric International, Inc. (“GEII”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Information Technology Services Agreement
  and Predecessor Agreements

  	
   

  	
   

  	
   

  	
  Patni
  Computer Systems LTD

  	
   

  	
  General
  Electric International, Inc. (“GEII”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Lease/Rental Agreement

  	
   

  	
  2/10/1995

  	
   

  	
  Hewlett-Packard
  Company = Lessor

  	
   

  	
  General
  Electric Company = Lessee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Information Technology Services Agreement
  and Predecessor Agreements

  	
   

  	
   

  	
   

  	
  Satyam
  Computer Services

  	
   

  	
  General
  Electric International, Inc. (“GEII”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Lease Agreement

  	
   

  	
  Undated

  	
   

  	
  Sun
  Microsystems Finance = Lessor

  	
   

  	
  General
  Electric Company = Lessee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License Agreement

  	
   

  	
  6/25/2001

  	
   

  	
  Sun
  Microsystems, Inc. (“Sun”)

  	
   

  	
  General
  Electric Company = Licensee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Global Master Purchase/Service Agreement

  	
   

  	
  7/1/2003

  	
   

  	
  Avaya
  World Services, Inc. = Avaya

  	
   

  	
  General
  Electric Company = Customer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lease Agreement

  	
   

  	
  2/28/1988

  	
   

  	
  AT&T
  Credit Corp.

  	
   

  	
  General
  Electric Co.

  



 












(1) To be assigned to Genworth
post-Closing.


 


 


9

















 


	
  Contract
  Name

  	
   

  	
  Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  International Lease and Finance Agreement

  	
   

  	
  10/19/1999

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master License Agreement

  	
   

  	
  9/20/1999

  	
   

  	
  Lotus
  Development Corporation

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Managed Network Solutions Agreement

  	
   

  	
  Undated (although amendments indicate a date of
  11/5/1999)

  	
   

  	
  AT&T Solutions (“AT&T”)

  	
   

  	
  General
  Electric Company (“Customer”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Wide Area Networking Services
  Agreement

  	
   

  	
  Undated

  	
   

  	
  AT&T
  Corp. (“AT&T”)

  	
   

  	
  General
  Electric Company (“Company”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AT&T Wireless Services National
  Accounts Agreement

  	
   

  	
  7/24/1998

  	
   

  	
  AT&T
  Wireless Services National Accounts, Inc., as agent for Carriers (“AWS”).
  “Carrier” means companies who operate commercial mobile radio
  telecommunications systems who are either under common control with AWS or
  have agreed to participate in AWS’ National Accounts Program, each as to a
  licensed area. (Recitals)

  	
   

  	
  General
  Electric Company (“Customer”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a. National Cellular Agreement

  b. and c. Application for Service

  	
   

  	
  a.

  1/24/2000

  b. and c.

  Undated

  	
   

  	
  a.
  Celco Partnership d/b/a Bell Atlantic Mobile (“BAM”)

  b. and c. Verizon

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Purchase, License and Service Agreement

  	
   

  	
  3/23/1995

  	
   

  	
  FileNet
  Corporation (“FileNet”)

  	
   

  	
  General
  Electric Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Software License and Installation
  Agreement

  	
   

  	
  3/21/1997

  	
   

  	
  Pegasystems
  Inc. (“Pega”)

  	
   

  	
  GE
  Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Recovery Services Agreement and all
  schedules

  	
   

  	
  7/1/1997

  	
   

  	
  SunGard
  Recovery Services, Inc.

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master License Agreement No. 131362 For
  Distributed Systems Software

  	
   

  	
  3/30/2001

  	
   

  	
  Compuware
  Corporation (“Compuware”)

  	
   

  	
  General
  Electric Company (“GE”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License and Services Agreement

  	
   

  	
  Undated

  	
   

  	
  Siebel
  Systems, Inc. (“Siebel”)

  	
   

  	
  GE
  Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License and Services Agreement

  	
   

  	
  Undated

  	
   

  	
  Siebel
  Systems, Inc. (“Siebel”)

  	
   

  	
  GE
  Capital Services, Inc.  = Customer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Wide Area Networking Agreement

  	
   

  	
  Undated

  	
   

  	
  Qwest
  Communications Corporation (“Qwest”) note: name is now Visinet

  	
   

  	
  General
  Electric Corporation (“GE”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sprint PCS Premier Account Term Service Agreement (Version 11.99)

  	
   

  	
  1/17/2000

  	
   

  	
  Sprint Spectrum L.P. d/b/a
  Sprint PCS

  	
   

  	
  General Electric Company
  (“GE Co.”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Wide Area Networking Services
  Agreement

  	
   

  	
  10/1/2002

  	
   

  	
  Sprint
  Communications Company, L.P. (“Sprint”)

  	
   

  	
  General
  Electric Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VPNterprise Communications Services
  Agreement

  	
   

  	
  5/1/2003

  	
   

  	
  Fiberlink
  Communications Corporation

  	
   

  	
  General
  Electric Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Services Agreement (without
  limitation, Genworth receives the Cisco Email Messenger)

  	
   

  	
   

  	
   

  	
  Cisco
  Systems, Inc. (“Cisco”)

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Basic Ordering Agreement

  	
   

  	
  1/30/1992

  	
   

  	
  Cisco
  Systems, Inc. (“Cisco”)

  	
   

  	
  General
  Electric Co.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  License Agreement for Open System Products

  	
   

  	
  12/31/1998

  	
   

  	
  BMC
  Software Distribution, Inc. (“BMC”)

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  General Electric License to Use Informatica
  Software

  	
   

  	
  No date provided

  	
   

  	
  Informatica
  Corporation (“Informatica”)

  	
   

  	
  General
  Electric Corporation

  



 


 


10

















 


	
  Contract
  Name

  	
   

  	
  Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  Perpetual License Agreement for Computer
  Software Products

  	
   

  	
  3/27/1985

  	
   

  	
  Computer
  Network Corporation (“CNC”)

  	
   

  	
  General
  Electric Credit Corporation [now General Electric Capital Corporation]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Settlement and Release Agreement

  	
   

  	
  12/28/1998

  	
   

  	
  International
  Business Machines Corporation (“IBM”) , Group 1 Software, Inc.

  	
   

  	
  General
  Electric Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First Amended and Restated Enterprise
  License Agreement

  	
   

  	
  7/1/2001

  	
   

  	
  Computer
  Associates International, Inc.

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trillium Software System License and
  Professional Services Agreement

  	
   

  	
  7/19/19999

  	
   

  	
  Harte
  Hanks Data Technologies

  	
   

  	
  GE
  Capital Corp

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License Agreement

  	
   

  	
  6/19/2000

  	
   

  	
  Business
  Objects Americas

  	
   

  	
  GE
  Capital Services Inc

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License and Services Agreement

  	
   

  	
  8/1/1998

  	
   

  	
  AppWorx
  Corporation

  	
   

  	
  General
  Electric Corp

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GE-EMC Master Global Procurement Agreement

  	
   

  	
  11/16/2001

  	
   

  	
  EMC
  Corporation

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Wide Area Networking Services
  Agreement

  	
   

  	
  6/4/2002

  	
   

  	
  Broadwing
  Communications Services, Inc.

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Contract Service Arrangement
  Agreement

  	
   

  	
  9/19/2000

  	
   

  	
  BellSouth
  Telecommunications, Inc.

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License and Services Agreement

  	
   

  	
  5/31/2002

  	
   

  	
  Oracle
  Corporation

  	
   

  	
  a.
  General Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Microsoft/GE License Agreement

  	
   

  	
  2/1/2000

  	
   

  	
  MSLI,
  GP

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enterprise License Agreement Renewal
  Addendum

  	
   

  	
  7/27/2002

  	
   

  	
  Citrix
  Systems Inc.

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enterprise License Agreement

  	
   

  	
  11/10/2000

  	
   

  	
  Courion
  Corporation (“Courion”)

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License Agreement

  	
   

  	
  Undated (The license agreement is effective upon
  acceptance.)

  	
   

  	
  Attachmate

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GE-Internet Security Systems, Inc.
  Enterprise Software License Subscription

  	
   

  	
  12/28/1998

  	
   

  	
  Internet
  Security Systems, Inc. (“ISS”)

  	
   

  	
  General
  Electric Company (“GE”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License Agreement between
  Netegrity, Inc. and General Electric Company

  	
   

  	
  8/2/1999

  	
   

  	
  Netegrity,
  Inc. (“Netegrity”)

  	
   

  	
  General
  Electric Company (“GE”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Information Technology Services Agreement
  and Predecessor Agreements

  	
   

  	
   

  	
   

  	
  Birlasoft

  	
   

  	
  General
  Electric International

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lasercycle Supply Agreement

  	
   

  	
  7/28/2000

  	
   

  	
  LASERCYCLE
  INKCYCLE

  	
   

  	
  GE
  Capital Corporation GEMICO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Appropriation Request

  	
   

  	
  7/16/2003

  	
   

  	
  GXS

  	
   

  	
  GE
  Capital Mortgage (GE Mortgage Holdings, LLC)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Advanced Server and Services Agreement

  	
   

  	
   

  	
   

  	
  Red
  Hat, Inc.

  	
   

  	
  General
  Electric Global Computer Operations

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Custom International Customer Support
  Program Agreement

  	
   

  	
  2/1/1997

  	
   

  	
  SunService
  Division, Sun Microsystems, Inc.

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Technology Services Agreement

  	
   

  	
   

  	
   

  	
  International
  Business Machines Corporation (“IBM”)

  	
   

  	
  GE
  Capital Corp.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Agreement for Call Center Quality
  Monitoring Systems

  	
   

  	
  8/18/1999

  	
   

  	
  Teknekron
  Infoswitch Corp

  	
   

  	
  GE

  



 


 


11

















 


	
  Contract
  Name

  	
   

  	
  Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  U.S. Corporate End User License Agreement

  	
   

  	
  1/31/2003

  	
   

  	
  Network
  Associates, Inc.

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License Agreement

  	
   

  	
  12/26/2001

  	
   

  	
  GE
  Information Services, Inc.

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Addendum to Software License Agreement

  	
   

  	
  12/26/2001

  	
   

  	
  Global
  eXchange Services Canada, Inc.

  	
   

  	
  GE
  Capital Mortgage Insurance Company (Canada) (“GECMICAN”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Electronic Commerce Services Agreement

  	
   

  	
  6/28/2002

  	
   

  	
  Global
  eXchange Services Canada, Inc.

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Canon Copier Agreement

  	
   

  	
  5/11/2001

  	
   

  	
  Canon
  U.S.A., Inc.

  	
   

  	
  General
  Electric Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GE/Ricoh Corporation National Account
  Agreement and Amendment Number One to National Agreement by and between Ricoh
  Corporation and GE Company

  	
   

  	
  1/1/2001

  	
   

  	
  Ricoh
  Corporation

  	
   

  	
  GE
  Company Corporate Initiatives Group

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GE-Compaq Master Purchase and Services
  Agreement

  	
   

  	
  5/21/2002

  	
   

  	
  Compaq
  Computer Corporation

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master License Agreement

  	
   

  	
  11/00/1999

  	
   

  	
  Broadvision
  Inc

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Agreement for Data Imaging Services

  	
   

  	
   

  	
   

  	
  Anacomp,
  Inc.

  	
   

  	
  GE
  Capital

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Network Services Agreement - Yield Book

  	
   

  	
  1/16/1995

  	
   

  	
  Analytics
  Technology Corporation (“ATC”)

  	
   

  	
  GEAM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software Licensing Agreement - Yield Book

  	
   

  	
  1/16/1995

  	
   

  	
  Salomon
  Brothers Inc (“Salomon”)

  	
   

  	
  GEAM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Standard & Poor’s Master Subscription
  Agreement, S&P Ratings Direct Credit Wire Only.

  	
   

  	
  6/1/2003

  	
   

  	
  Standard
  & Poor’s (“S&P”)

  	
   

  	
  GEAM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Moody’s KMV Subscription Agreement

  	
   

  	
  2/1/2003

  	
   

  	
  Moody’s
  KMV Company (“Moody’s”)

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  System License Agreement Bondedge for
  Windows, Enterprise Edition

  	
   

  	
  6/14/1999

  	
   

  	
  Capital
  Management Sciences (“CMS”)

  	
   

  	
  GEAM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Leasing Agreement(2)

  	
   

  	
  11/21/2003

  	
   

  	
  Sun
  Microsystems Finance

  	
   

  	
  GEAM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bloomberg Agreement #145083

  	
   

  	
  8/24/1995

  	
   

  	
  Bloomberg
  L.P.

  	
   

  	
  GEAM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bloomberg Agreement #107247

  	
   

  	
  8/19/1994

  	
   

  	
  Bloomberg
  L.P.

  	
   

  	
  GEAM

  



 


Section C:
Genworth owns Master, split


 


The Genworth Group shall own
the following master agreements and any licenses, leases addendums and similar
arrangements thereunder pursuant to which any software, hardware, equipment or
services are acquired that related primarily to the Genworth Business.  Any such licenses, leases, addendums and
similar arrangements in the name of any member of the GE Group (other than
GEFAHI) that relate primarily to the Genworth Business shall be assigned to
Genworth.  All licenses, leases
addendums and similar arrangements under any of the following master agreements
in the name of any member of the GE Group that do not relate primarily to the
Genworth Business shall be retained by the GE Group.


 


	
  Contract
  Name

  	
   

  	
  Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  Master Lease Agreement

  	
   

  	
  10/20/2000

  	
   

  	
  Dell
  Financial Services, L.P. (“Dell”)

  	
   

  	
  GEFAHI

  
	
  Master Lease Agreement

  	
   

  	
  8/26/2003

  	
   

  	
  Comsource,
  Inc. (“Comsource”)

  	
   

  	
  GEFAHI

  



 












(2) To be assigned
post-Closing.


 


 


12

















 


	
  Contract
  Name

  	
   

  	
  Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  GEFAHI Master Lease Agreement

  	
   

  	
   

  	
   

  	
  EMC
  Corporation

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  License Agreement

  	
   

  	
  12/31/2001

  	
   

  	
  Classic
  Solutions Pty Limited (“Classic”)

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  License Agreement

  	
   

  	
   

  	
   

  	
  Mercury
  Interactive

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License Agreement

  	
   

  	
  No date

  provided

  	
   

  	
  Edify
  Corporation (“Edify”)

  	
   

  	
  GEFAHI
  (“Licensee”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Assignment Agreement

  	
   

  	
  4/24/2002

  	
   

  	
  Sterling
  Commerce / Connect Direct

  	
   

  	
  GEFAHI

  



 


 


13

















 


Annex D


 


Schedule 1.1(a)

Master Agreement

(GEFI Europe)


Section A (Complete Transfer):


	
  Item

  No

  	
   

  	
  Contract
  Name

  	
   

  	
  Contract

  Date

  	
   

  	
  Vendor

  	
   

  	
  GE

  Party

  	
   

  	
  Description
  of

  Contract

  
	
  1.

  	
   

  	
  SDMC Consultancy Services
  Agreement

  	
   

  	
  Dec 2003

  	
   

  	
  SDMC

  	
   

  	
  GEIH

  	
   

  	
  Consultancy Services for
  Oracle Financial Systems’ environment

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Sental Services Agreement

  	
   

  	
  18 June 2001

  	
   

  	
  Sental

  	
   

  	
  GEIH

  	
   

  	
  Provision of Telephone
  Management Reports

  



 


Section B: GE owns Master, split


For the following agreements, the GE Group
owns and shall retain the master agreement and software, hardware, equipment or
services acquired pursuant to such agreements. 
The Genworth Group shall continue to realise those benefits under these
agreements which it realised prior to the date hereof pursuant to and on the
terms of the European Transition Services Agreement or the Transition Services
Agreement, as appropriate.


 


	
  Item

  No

  	
   

  	
  Contract
  Name

  	
   

  	
  Contract

  Date

  	
   

  	
  Vendor

  	
   

  	
  GE

  Party

  	
   

  	
  Description
  of

  Contract

  
	
  1.

  	
   

  	
  Adecco

  	
   

  	
  2004

  	
   

  	
  Adecco Limited

  	
   

  	
  GE Capital Corp

  	
   

  	
  Temp Staff Providers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  GE Capital Fleet Services
  trading as Avis Fleet Services 661976

  	
   

  	
  1996

  	
   

  	
  GE Capital Fleet Services
  trading as Avis Fleet Services 661976

  	
   

  	
  GE Capital Corp

  	
   

  	
  Car Fleet providers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Services Agreement

  	
   

  	
  2000

  	
   

  	
  GECIS

  	
   

  	
  GEIH

  	
   

  	
  Provision of Information
  Management and Accounting Services

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Disaster Recovery

  	
   

  	
  2001

  	
   

  	
  IBM

  	
   

  	
  General Electric Company

  	
   

  	
  Disaster Recovery for GECA France

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Smart Force SARL

  	
   

  	
  2004

  	
   

  	
  Smart Force SARL

  	
   

  	
  General Electric Company

  	
   

  	
  E Learning Software

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Voice Support

  	
   

  	
  2004

  	
   

  	
  France Telecom

  	
   

  	
  General Electric Company

  	
   

  	
  Voice Support for GECA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Safeboot

  	
   

  	
  2004

  	
   

  	
  Safeboot Ltd

  	
   

  	
  General Electric Company

  	
   

  	
  Laptop Security Software

  



 


14

















 


	
  8.

  	
   

  	
  Quick Address Software

  	
   

  	
  2004

  	
   

  	
  QAS Ltd

  	
   

  	
  General Electric Company

  	
   

  	
  Web Platform (Addressing
  s/w in Cell and UKINT)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  ESAT – Voice Support

  	
   

  	
  2004

  	
   

  	
  ESAT Business

  	
   

  	
  General Electric Company

  	
   

  	
  Voice Support for Shannon

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Voice Support for Shannon

  	
   

  	
  2004

  	
   

  	
  Ocean Communications Ltd

  	
   

  	
  General Electric Company

  	
   

  	
  Voice Support for Shannon

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Telecommunications

  	
   

  	
  2004

  	
   

  	
  BT Ignite Solutions

  	
   

  	
  General Electric Company

  	
   

  	
  Telecommunications

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Telecommunications

  	
   

  	
  2004

  	
   

  	
  Colt Telecommunications

  	
   

  	
  General Electric Company

  	
   

  	
  Telecommunications

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Mobile Phone Services

  	
   

  	
  2004

  	
   

  	
  Bouygues Telecom

  	
   

  	
  General Electric Company

  	
   

  	
  Mobile Phone Services for
  GECA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  Telecommunications

  	
   

  	
  2004

  	
   

  	
  BT Onebill

  	
   

  	
  General Electric Company

  	
   

  	
  Telecommunications

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  Telecommunications

  	
   

  	
  2004

  	
   

  	
  EYRETEL

  	
   

  	
  General Electric Company

  	
   

  	
  Telecommunications

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  Server Hosting

  	
   

  	
  2001

  	
   

  	
  CSC

  	
   

  	
  General Electric Company

  	
   

  	
  Hosting

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  Mobile Comms Vodafone

  	
   

  	
  2002

  	
   

  	
  Vodafone

  	
   

  	
  General Electric Company

  	
   

  	
  Mobile Communications

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  End User Support Agreement

  	
   

  	
  unsigned and undated

  	
   

  	
  Eistream UK Limited

  	
   

  	
  General Electric Company

  	
   

  	
  End User Support Agreement

  



 


15

















 


Schedule 1.1(b)


 


GEFAHI Contracts


 


1.             The agreements listed
on Annex A (Ops & Sourcing) and Annex B (IT Documents)


2.                                       The
following contracts and agreements related exclusively to the disposition of
the Discontinued Businesses and related transaction documents:


•                  Stock Purchase
Agreement, dated June 26, 2003, between GEFAHI and Lexington Insurance
Company


•                  Amendment No. 1
to the Stock Purchase Agreement, dated August 29, 2003, between GEFAHI and
Lexington Insurance Company


•                  Transition
Services Agreement, dated August 29, 2003, among GEFAHI, Lexington
Insurance Company and GE Property & Casualty Insurance Company, GE Auto
& Home Assurance Company, GE Casualty Insurance Company, GE Indemnity
Insurance Company and Bayside Casualty Insurance Company


•                  Computer
Services Agreement, dated August 29, 2003, among GEFAHI, Lexington
Insurance Company and GE Property & Casualty Insurance Company, GE Auto
& Home Assurance Company, GE Casualty Insurance Company, GE Indemnity
Insurance Company and Bayside Casualty Insurance Company


•                  Transitional
Trademark License Agreement, dated August 29, 2003, among GEFAHI,
Lexington Insurance Company and GE Property & Casualty Insurance Company,
GE Auto & Home Assurance Company, GE Casualty Insurance Company, GE
Indemnity Insurance Company and Bayside Casualty Insurance Company


•                  Intellectual
Property Cross-License Agreement, dated August 29, 2003, among GEFAHI,
Lexington Insurance Company and GE Property & Casualty Insurance Company,
GE Auto & Home Assurance Company, GE Casualty Insurance Company, GE
Indemnity Insurance Company and Bayside Casualty Insurance Company


•                  Letter
Agreement, dated August 28, 2003, by and among GEFAHI, Lexington Insurance
Company and AIG Marketing, Inc. (Re: Certain Employee Matters)


•                  Letter
Agreement, dated August 29, 2003, by and between GEFAHI and Lexington
Insurance Company (Re: Tiffany Ko Syzch)


•                  Letter
Agreement, dated August 29, 2003, by and between GEFAHI and Lexington
Insurance Company (Re: Certain Computer Equipment and Software Matters)


•                  Letter
Agreement, dated August 29, 2003, by and between GEFAHI and Lexington
Insurance Company (Re: Records Access)


•                  Tax Termination
and Settlement Agreement, by and among GEFAHI, GE Property & Casualty
Insurance Company, GE Casualty Insurance Company, GE Auto & Home Assurance
Company, Bayside Casualty Insurance Company and GE Indemnity Insurance Company


•                  Master
Termination of Intercompany Agreements, dated August 29, 2003, among
General Electric Company (on behalf of itself and all of its wholly owned
subsidiaries), GE Property & Casualty Insurance Company, GE Auto & Home
Assurance Company, GE Casualty Insurance Company, GE Indemnity Insurance
Company and Bayside Casualty Insurance Company, GE Financial Assurance Japan,
Ltd., GE Edison Life Insurance Company, GE Edison Services Company, and Toho
Shinyo Hosho Company


 


3-8:             Intentionally left blank


 


 


1

















 


9.               Transition Services
Agreement, dated as of August 29, 2003, among GEFAHI, American
International Reinsurance Company, Ltd., GE Financial Assurance Japan Ltd., GE
Edison Life Insurance Company, GE Edison Services Company and Toho Shinyo Hosho
Company


 


10.         Intellectual Property
Cross-License Agreement among GEFAHI, GE Financial Assurance Japan, Ltd., GE
Edison Life Insurance Company, GE Edison Services Company, Toho Shinyo Hosho
Company and American International Reinsurance Company, Ltd., dated as of
August 29, 2003


 


11.         Computer Services
Agreement, dated as of August 29, 2003, among GEFAHI, American
International Reinsurance Company, Ltd., GE Financial Assurance Japan Ltd., GE
Edison Life Insurance Company, GE Edison Services Company and Toho Shinyo Hosho
Company


 


12.         GEFAHI Comfort Letter to
the Directors of GE Pensions Limited Society in connection with the
demutualization of National Mutual Life Assurance Society


 


13.         Any and all obligations
of GEFAHI under agreements relating to its commercial paper program, including,
without limitation, obligations arising under any swap agreements related
thereto and obligations under the following agreements: (i) U.S. Commercial
Paper Private Placement Memorandum dated November 18, 2003 (replacing and
superceding a U.S. Commercial Paper Private Placement Memorandum dated
February 28, 2000, as supplemented on March 16, 2000), (ii) Placement
Agency Agreement dated November 14, 1997, between GECC Capital Markets Group,
Inc., and GEFAHI, (iii) Issuing and Paying Agent Agreement dated
November 13, 1997, among GEFAHI, GECC and Deutsche Bank, as amended
November 18, 2003 and (iv) Issuing and Paying Agent and Citi Treasury
Manager Agreement dated November 14, 1997, among GEFAHI, GECC and
Citibank, N.A., as amended November 18, 2003


 


14.         Revolving Credit
Agreement dated as of 2-28-00, between GE Capital Corporation, as lender, and
GEFAHI, as borrower (as amended by Amendment No. 1 dated 10-10-00, Amendment
No. 2 dated 4-23-02 and Amendment No. 3 dated 8-1-03)


 


15.         Master
Promissory Note (GE Capital Assignment Corporation, as lender, and GEFAHI, as
borrower)


 


16.         Master Promissory Note
dated as of February 17, 2004, GEFAHI, as lender, and UFLIC, as borrower)


 


17.         Master Promissory Note
dated as of 12-20-99 (GEFAHI, as lender, and Signature Financial/ Marketing,
Inc., as borrower)


 


18.         Master Promissory Note
(GEFAHI, as lender, and Heritage Life Insurance Company, as borrower)


 


19.         Master Promissory Note
dated 12-2-97 (GEFAHI, as lender, as Heritage Mechanical Breakdown Corporation,
as borrower)


 


2

















 


20.         Guaranty by GEFAHI to
USAA relating to Signature Financial/USAA Program Services Agreement


 


21.         GEFAHI and ABN AMRO Bank
ISDA Master Agreement dated 12-17-01


 


22.         GEFAHI and Bank of
America NA ISDA Master Agreement dated 6-20-02


 


23.         GEFAHI and Banque Paribas
ISDA Master Agreement dated 3-31-98


 


24.         GEFAHI and Bear Stearns
Fin Prod Inc ISDA Master Agreement dated 2-12-01


 


25.         GEFAHI and CDC Fin Prod
Inc ISDA Master Agreement dated 10-29-02


 


26.         GEFAHI and CSFB
International ISDA Master Agreement dated 1-17-02


 


27.         GEFAHI/eHealthInsurance
Agreement among GEFAHI, GE Capital Insurance Agency, Inc., and
eHealthInsuranceServices, Inc., dated 12-1-00


 


28.         Confidentiality
Agreement between Signature Agency, Inc., and its parent, subsidiary and
affiliate corporations and GEFAHI dated 3-11-99


 


29.         Acknowledgement of
Agreement pursuant to Master Managed Services Agreement between GE Capital Corporation
and GE IT Solutions (GECITS) (f/k/a GE Capital Information Technology Solutions
North America Inc.) dated as of January 11, 2002, as amended, and Scope of
Work between GECITS and GEFAHI effective as of October 1, 2002, as
amended.


 


30.         Promissory Note, dated
April 8, 2002, made by GECC, as borrower, and GEFAHI, as lender, in the
original principal amount of GBP 90,800,000 together with the Term Loan
Agreement, dated April 8, 2002 related thereto


 


31.         Promissory Note, dated
April 8, 2002, made by GECC, as borrower, and GEFAHI, as lender, in the
original principal amount of GBP 29,000,000, together with the Term Loan
Agreement, dated April 8, 2002 related thereto


 


32.         Securities Purchase
Agreement dated as of July 14, 2000, by and among Centerprise Advisors,
Inc. and certain named Purchasers, including GEFAHI


 


33.         Series A Warrant dated as
of July 14, 2000 issued by Centerprise Advisors, Inc. to GE Financial
Assurance Holdings, Inc., and any subsequent Series A Warrants issued to GEFAHI


 


34.         Warrant Holder Agreement
dated as of July 14, 2000, by and among Centerprise Advisors, Inc. and
certain named Warrant Holders, including GEFAHI


 


35.         Registration Rights
Agreement dated as of July 14, 2000, by and among Centerprise Advisors,
Inc. and certain named Holders, including GEFAHI


 


3

















 


36.         Voting Agreement dated as
of July 14, 2000 by and among GEFAHI and BGL Capital Partners, LLC


 


37.         GE Financial Network
Wireless Agreement dated July 14, 2000, by and between AnyDevice.com and
GEFAHI


 


38.         Master Services Agreement
dated as of September 28, 2000, by and between MyFamily.com and GEFAHI


 


39.         Website Development,
Co-Branding and Licensing Agreement dated as of February 15, 2000, by and
between Secure Commerce Service, Inc. d/b/a Paytrust and GEFAHI


 


40.         Website Development,
Co-Branding and Licensing Agreement dated as of March 31, 2000, by and
between Netstock Direct Corporation and GEFAHI


 


41.         Consulting Services
Agreement dated as of December 1, 1999, by and between X Communications
and GEFAHI


 


42.         Website Development,
Co-Branding and Licensing Agreement dated as of October 12, 2000, by and
between Cendant Mortgage Corporation and GEFAHI


 


43.         GE Financial
Assurance/eHealthinsurance Agreement dated as of December 1, 2000, by and
among ehealthInsurance Services, Inc., GEFAHI and GE Capital Insurance Agency,
Inc.


 


44.         Warrant to Purchase
Shares of Preferred Stock dated as of December 1, 2000, by and between
ehealthInsurance Services, Inc. and GEFAHI


 


45.         Warrant to Purchase
Shares of Common Stock dated as of December 1, 2000, by and between
ehealthInsurance Services, Inc. and GEFAHI


 


46.         Confidentiality Agreement
dated as of August 12, 2002, by and between AMA Insurance Agency, Inc. and
GEFAHI


 


47.         Standard List Protection
Agreement dated as of January 1, 2003, by and between American Legion
Auxiliary National Headquarters and GEFAHI


 


48.         Confidentiality Agreement
dated as of July 19, 2002, by and between Ameritrade Holding Corporation
and GEFAHI


 


49.         Data Use Agreement dated
as of December 31, 1998, by and between Acxiom Corporation and GEFAHI


 


50.         Confidentiality Agreement
dated as of May 30, 2001, by and between Cross Country Automotive Services,
Inc. and GEFAHI


 


51.         Mutual Confidentiality
Non-Disclosure Agreement dated as of October 24, 2000, by and between Life
Line Screening of America LLC and GEFAHI


 


4

















 


52.         Master Lease Agreement dated as of April 1, 2000, by and between
NTFC Capital Corporation and GEFAHI


 


53.         NonDisclosure Agreement
dated as of March 25, 1999, by and between SPR, Inc. and GEFAHI


 


54.         United Center Suite
License Agreement dated as of June 20, 2001, by and between United Center
Joint Venture and GEFA


 


55.         Master Professional
Services Agreement dated as of June 24, 2003, by and between Rawhide
Internet Services, Inc. and GEFAHI


 


5

















 


Annex A


 


Schedule 1.1(b)


to


Master Agreement


(Ops & Sourcing)


 


Section A
(Complete Retention):


 


	
  No.

  	
   

  	
  Contract Name

  	
   

  	
  Agreement Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  11.

  	
   

  	
  GE
  Master Professional Printing Services Agreement

  	
   

  	
  8/30/2002

  	
   

  	
  Rainbow
  Graphics Inc.

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Indemnification
  and Hold Harmless Agreement

  	
   

  	
  9/19/2001

  	
   

  	
  Milliman
  USA, Inc.

  	
   

  	
  GEFA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Master
  Professional Printing Services Agreement

  	
   

  	
  5/7/2003

  	
   

  	
  Mail-Well
  Chicago

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  Master
  Professional Printing Services Agreement

  	
   

  	
   

  	
   

  	
  Automated
  Presort, Inc.

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  Addendum
  to Master Professional Printing Services Agreement

  	
   

  	
   

  	
   

  	
  Automated
  Presort, Inc.

  	
   

  	
  GEFAHI

  



 


Section B:
GE owns Master, split


 


The
GE Group shall retain the following master agreements and shall retain any
licenses, leases, addendums and similar arrangements thereunder pursuant to
which any software, hardware, equipment or services are acquired that do not
relate primarily to the Genworth Business. 
All licenses, leases, addendums and similar arrangements under any of
the following master agreements in the name of GEFAHI that relate primarily to
the Genworth Business shall be assigned to a member of the Genworth Group.


 


	
  No.

  	
   

  	
  Contract Name

  	
   

  	
  Agreement Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  1.

  	
   

  	
  Master
  Professional Printing Services Agreement

  	
   

  	
  3/5/2003

  	
   

  	
  FCL
  Graphics Incorporated

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  License
  Agreement Amendment

  	
   

  	
  8/31/2000

  	
   

  	
  FinanCenter,
  Inc. (“FinanCenter”)

  	
   

  	
  GEMICO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Quote
  and Linking Agreement

  	
   

  	
  9/9/1999

  	
   

  	
  FinancCenter,
  Inc.

  	
   

  	
  GEFAHI
  (Substituted as contracting entity for GE Capital) & GE Center for
  Financial Learning

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Master
  Services Agreement

  	
   

  	
  7/3/2003

  	
   

  	
  Kelly
  Services, Inc.

  	
   

  	
  General
  Electric Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Master
  Professional Printing Services Agreement

  	
   

  	
  8/30/2002

  	
   

  	
  Service
  Envelope Corporation

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Agreement
  for Purchase of Products

  	
   

  	
  4/16/2001

  	
   

  	
  Xerox
  Corporation

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Agreement
  between AT&T and various subsidiaries of GE Financial Assurance

  	
   

  	
  4/1/2001

  	
   

  	
  AT&T
  Corp.

  	
   

  	
  UFLIC,
  CPFIC, SA, CCS, GCDP & GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Master
  Services Agreement (including Exhibit A; General Agent/Brokerage General
  Agent Agreement)

  	
   

  	
  5/30/2000

  	
   

  	
  Insurance
  Answer Center, Inc.

  	
   

  	
  GEFAHI

  



 


6

















 


Section C:
Genworth owns Master, split


 


The
following master agreements and any licenses, leases, addendums and similar
arrangements thereunder pursuant to which any software, hardware, equipment or
services are acquired that relate primarily to the Genworth Business shall be
assigned to a member of the Genworth Group. 
All licenses, leases, addendums and similar arrangements under any of
the following master agreements in the name of GEFAHI that do not relate
primarily to the Genworth Business shall be retained by GEFAHI.


 


	
  No.

  	
   

  	
  Contract Name

  	
   

  	
  Agreement Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  4.

  	
   

  	
  Multipurpose
  Confidentiality Agreement

  	
   

  	
  4/14/2003

  	
   

  	
  The
  Wackenhut Corporation

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Services
  Contract (with addenda for various locations;  5 .pdf files)

  	
   

  	
  12/12/2001

  	
   

  	
  The
  Wackenhut Corporation

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  On-Line
  Service Subscription Agreement

  	
   

  	
  12/27/2001

  	
   

  	
  OneSource
  Information Services, Inc.

  	
   

  	
  GEFAHI

  



 


7

















 


Annex
B


 


Schedule 1.1(b)


Master
Agreement Schedules


(IT
documents)


 


Section A
(Complete Retention):


 


	
  Contract Name

  	
   

  	
  Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  Master Equipment Lease Agreement and all equipment

  	
   

  	
  7/16/2002

  	
   

  	
  Avaya

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Licensed Business Product Schedule to
  Bowstreet License Agreement

  	
   

  	
  12/29/2000

  	
   

  	
  Bowstreet.com,
  Inc. (“Bowstreet”)

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Licensed Business Product Schedule to
  Bowstreet License Agreement

  	
   

  	
  11/17/2001

  	
   

  	
  Bowstreet.com,
  Inc. (“Bowstreet”)

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Licensed Business Product Schedule to
  Bowstreet License Agreement

  	
   

  	
  4/30/2001

  	
   

  	
  Bowstreet.com,
  Inc. (“Bowstreet”)

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Licensed Business Product Schedule to
  Bowstreet License Agreement

  	
   

  	
  12/31/2001

  	
   

  	
  Bowstreet.com,
  Inc. (“Bowstreet”)

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Amendment to Bowstreet Master Licensing
  Agreement

  	
   

  	
  3/27/2003

  	
   

  	
  Bowstreet.com,
  Inc. (“Bowstreet”)

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master License Agreement

  	
   

  	
  7/24/2000

  	
   

  	
  Claritas
  Inc. (“Claritas”)

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Claritas Inc. License Agreement

  	
   

  	
  9/24/1998

  	
   

  	
  Claritas
  Inc. (“Claritas”)

  	
   

  	
  GEFAHI

  



 


Section B:
GE owns Master, split


 


The
GE Group shall retain the following master agreements and shall retain any
licenses, leases, addendums and similar arrangements thereunder pursuant to
which any software, hardware, equipment or services are acquired that do not
relate primarily to the Genworth Business. 
All licenses, leases, addendums and similar arrangements under any of
the following master agreements in the name of GEFAHI that relate primarily to
the Genworth Business shall be assigned to a member of the Genworth Group.


 


	
  Contract
  Name

  	
   

  	
  Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  Information Technology Services Agreement
  and Predecessor Agreements

  	
   

  	
  1/1/2004

  	
   

  	
  TCS

  	
   

  	
  General
  Electric International, Inc. (“GEII”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Information Technology Services Agreement
  and Predecessor Agreements

  	
   

  	
   

  	
   

  	
  Patni
  Computer Systems LTD

  	
   

  	
  General
  Electric International, Inc. (“GEII”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Lease/Rental Agreement

  	
   

  	
  2/10/1995

  	
   

  	
  Hewlett-Packard
  Company = Lessor

  	
   

  	
  General
  Electric Company = Lessee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Information Technology Services Agreement
  and Predecessor Agreements

  	
   

  	
   

  	
   

  	
  Satyam
  Computer Services

  	
   

  	
  General
  Electric International, Inc. (“GEII”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Lease Agreement

  	
   

  	
  Undated

  	
   

  	
  Sun
  Microsystems Finance = Lessor

  	
   

  	
  General
  Electric Company = Lessee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License Agreement

  	
   

  	
  6/25/2001

  	
   

  	
  Sun
  Microsystems, Inc. (“Sun”)

  	
   

  	
  General
  Electric Company = Licensee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Global Master Purchase/Service Agreement

  	
   

  	
  7/1/2003

  	
   

  	
  Avaya
  World Services, Inc. = Avaya

  	
   

  	
  General
  Electric Company = Customer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lease Agreement

  	
   

  	
  2/28/1988

  	
   

  	
  AT&T
  Credit Corp.

  	
   

  	
  General
  Electric Co.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Lease and Finance Agreement

  	
   

  	
  10/19/1999

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  General
  Electric Company

  



 


8

















 


	
  Contract
  Name

  	
   

  	
  Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  Master License Agreement

  	
   

  	
  9/20/1999

  	
   

  	
  Lotus
  Development Corporation

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Managed Network Solutions Agreement

  	
   

  	
  Undated (although amendments indicate a date of
  11/5/1999)

  	
   

  	
  AT&T Solutions (“AT&T”)

  	
   

  	
  General
  Electric Company (“Customer”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Wide Area Networking Services
  Agreement

  	
   

  	
  Undated

  	
   

  	
  AT&T
  Corp. (“AT&T”)

  	
   

  	
  General
  Electric Company (“Company”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AT&T Wireless Services National
  Accounts Agreement

  	
   

  	
  7/24/1998

  	
   

  	
  AT&T
  Wireless Services National Accounts, Inc., as agent for Carriers (“AWS”).
  “Carrier” means companies who operate commercial mobile radio
  telecommunications systems who are either under common control with AWS or
  have agreed to participate in AWS’ National Accounts Program, each as to a
  licensed area. (Recitals)

  	
   

  	
  General
  Electric Company (“Customer”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a.
  National Cellular Agreement

  b. and c. Application for Service

  	
   

  	
  a. 1/24/2000

  b. and c.

  Undated

  	
   

  	
  a.
  Celco Partnership d/b/a Bell Atlantic Mobile (“BAM”) b. and c. Verizon

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Purchase, License and Service Agreement

  	
   

  	
  3/23/1995

  	
   

  	
  FileNet
  Corporation (“FileNet”)

  	
   

  	
  General
  Electric Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Software License and Installation
  Agreement

  	
   

  	
  3/21/1997

  	
   

  	
  Pegasystems
  Inc. (“Pega”)

  	
   

  	
  GE
  Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Recovery Services Agreement and all
  schedules

  	
   

  	
  7/1/1997

  	
   

  	
  SunGard
  Recovery Services, Inc.

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master License Agreement No. 131362 For
  Distributed Systems Software

  	
   

  	
  3/30/2001

  	
   

  	
  Compuware
  Corporation (“Compuware”)

  	
   

  	
  General
  Electric Company (“GE”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License and Services Agreement

  	
   

  	
  Undated

  	
   

  	
  Siebel
  Systems, Inc. (“Siebel”)

  	
   

  	
  GE
  Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License and Services Agreement

  	
   

  	
  Undated

  	
   

  	
  Siebel
  Systems, Inc. (“Siebel”)

  	
   

  	
  GE
  Capital Services, Inc.  = Customer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Wide Area Networking Agreement

  	
   

  	
  Undated

  	
   

  	
  Qwest
  Communications Corporation (“Qwest”)note: name is now Visinet

  	
   

  	
  General
  Electric Corporation (“GE”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sprint PCS Premier Account Term Service Agreement (Version 11.99)

  	
   

  	
  1/17/2000

  	
   

  	
  Sprint Spectrum L.P. d/b/a
  Sprint PCS

  	
   

  	
  General Electric Company
  (“GE Co.”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Wide Area Networking Services
  Agreement

  	
   

  	
  10/1/2002

  	
   

  	
  Sprint
  Communications Company, L.P. (“Sprint”)

  	
   

  	
  General
  Electric Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VPNterprise Communications Services
  Agreement

  	
   

  	
  5/1/2003

  	
   

  	
  Fiberlink
  Communications Corporation

  	
   

  	
  General
  Electric Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Services Agreement (without
  limitation, Genworth receives the Cisco Email Messenger)

  	
   

  	
   

  	
   

  	
  Cisco
  Systems, Inc. (“Cisco”)

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Basic Ordering Agreement

  	
   

  	
  1/30/1992

  	
   

  	
  Cisco
  Systems, Inc. (“Cisco”)

  	
   

  	
  General
  Electric Co.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  License Agreement for Open System Products

  	
   

  	
  12/31/1998

  	
   

  	
  BMC
  Software Distribution, Inc. (“BMC”)

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  General Electric License to Use Informatica
  Software

  	
   

  	
  No date

  provided

  	
   

  	
  Informatica
  Corporation (“Informatica”)

  	
   

  	
  General
  Electric Corporation

  



 


9

















 


	
  Contract
  Name

  	
   

  	
  Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  Perpetual License Agreement for Computer
  Software Products

  	
   

  	
  3/27/1985

  	
   

  	
  Computer
  Network Corporation (“CNC”)

  	
   

  	
  General
  Electric Credit Corporation [now General Electric Capital Corporation]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Settlement and Release Agreement

  	
   

  	
  12/28/1998

  	
   

  	
  International
  Business Machines Corporation (“IBM”) , Group 1 Software, Inc.

  	
   

  	
  General
  Electric Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First Amended and Restated Enterprise
  License Agreement

  	
   

  	
  7/1/2001

  	
   

  	
  Computer
  Associates International, Inc.

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trillium Software System License and
  Professional Services Agreement

  	
   

  	
  7/19/19999

  	
   

  	
  Harte
  Hanks Data Technologies

  	
   

  	
  GE
  Capital Corp

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License Agreement

  	
   

  	
  6/19/2000

  	
   

  	
  Business
  Objects Americas

  	
   

  	
  GE
  Capital Services Inc

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License and Services Agreement

  	
   

  	
  8/1/1998

  	
   

  	
  AppWorx
  Corporation

  	
   

  	
  General
  Electric Corp

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GE-EMC Master Global Procurement Agreement

  	
   

  	
  11/16/2001

  	
   

  	
  EMC
  Corporation

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Wide Area Networking Services
  Agreement

  	
   

  	
  6/4/2002

  	
   

  	
  Broadwing
  Communications Services, Inc.

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Contract Service Arrangement
  Agreement

  	
   

  	
  9/19/2000

  	
   

  	
  BellSouth
  Telecommunications, Inc.

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License and Services Agreement

  	
   

  	
  5/31/2002

  	
   

  	
  Oracle
  Corporation

  	
   

  	
  a.
  General Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Microsoft/GE License Agreement

  	
   

  	
  2/1/2000

  	
   

  	
  MSLI,
  GP

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enterprise License Agreement Renewal
  Addendum

  	
   

  	
  7/27/2002

  	
   

  	
  Citrix
  Systems Inc.

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enterprise License Agreement

  	
   

  	
  11/10/2000

  	
   

  	
  Courion
  Corporation (“Courion”)

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License Agreement

  	
   

  	
  Undated (The license agreement is effective upon
  acceptance.)

  	
   

  	
  Attachmate

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GE-Internet Security Systems, Inc.
  Enterprise Software License Subscription

  	
   

  	
  12/28/1998

  	
   

  	
  Internet
  Security Systems, Inc. (“ISS”)

  	
   

  	
  General
  Electric Company (“GE”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License Agreement between
  Netegrity, Inc. and General Electric Company

  	
   

  	
  8/2/1999

  	
   

  	
  Netegrity,
  Inc. (“Netegrity”)

  	
   

  	
  General
  Electric Company (“GE”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Custom International Customer Support
  Program Agreement

  	
   

  	
  2/1/1997

  	
   

  	
  SunService
  Division, Sun Microsystems, Inc.

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Canon Copier Agreement

  	
   

  	
  5/11/2001

  	
   

  	
  Canon
  U.S.A., Inc.

  	
   

  	
  General
  Electric Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GE/Ricoh Corporation National Account
  Agreement and Amendment Number One to National Agreement by and between Ricoh
  Corporation and GE Company

  	
   

  	
  1/1/2001

  	
   

  	
  Ricoh
  Corporation

  	
   

  	
  GE
  Company Corporate Initiatives Group

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GE-Compaq Master Purchase and Services
  Agreement

  	
   

  	
  5/21/2002

  	
   

  	
  Compaq
  Computer Corporation

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master License Agreement

  	
   

  	
  11/00/1999

  	
   

  	
  Broadvision
  Inc

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Agreement for Data Imaging Services

  	
   

  	
   

  	
   

  	
  Anacomp,
  Inc.

  	
   

  	
  GE
  Capital

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Network Services Agreement - Yield Book

  	
   

  	
  1/16/1995

  	
   

  	
  Analytics
  Technology Corporation (“ATC”)

  	
   

  	
  GEAM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software Licensing Agreement - Yield Book

  	
   

  	
  1/16/1995

  	
   

  	
  Salomon
  Brothers Inc (“Salomon”)

  	
   

  	
  GEAM

  



 


10

















 


	
  Contract
  Name

  	
   

  	
  Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  Standard & Poor’s Master Subscription
  Agreement, S&P Ratings Direct Credit Wire Only.

  	
   

  	
  6/1/2003

  	
   

  	
  Standard
  & Poor’s (“S&P”)

  	
   

  	
  GEAM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Moody’s KMV Subscription Agreement

  	
   

  	
  2/1/2003

  	
   

  	
  Moody’s
  KMV Company (“Moody’s”)

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  System License Agreement Bondedge for
  Windows, Enterprise Edition

  	
   

  	
  6/14/1999

  	
   

  	
  Capital
  Management Sciences (“CMS”)

  	
   

  	
  GEAM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Leasing Agreement(3)

  	
   

  	
  11/21/2003

  	
   

  	
  Sun
  Microsystems Finance

  	
   

  	
  GEAM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bloomberg Agreement #145083

  	
   

  	
  8/24/1995

  	
   

  	
  Bloomberg
  L.P.

  	
   

  	
  GEAM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bloomberg Agreement #107247

  	
   

  	
  8/19/1994

  	
   

  	
  Bloomberg
  L.P.

  	
   

  	
  GEAM

  



 


Section C:
Genworth owns Master, split


 


The
following master agreements and any licenses, leases, addendums and similar
arrangements thereunder pursuant to which any software, hardware, equipment or
services are acquired that relate primarily to the Genworth Business shall be
assigned to a member of the Genworth Group. 
All licenses, leases, addendums and similar arrangements under any of
the following master agreements in the name of GEFAHI that do not relate
primarily to the Genworth Business shall be retained by GEFAHI.


 


	
  Contract
  Name

  	
   

  	
  Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  Master Lease Agreement

  	
   

  	
  10/20/2000

  	
   

  	
  Dell
  Financial Services, L.P. (“Dell”)

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Lease Agreement

  	
   

  	
  8/26/2003

  	
   

  	
  Comsource,
  Inc. (“Comsource”)

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GEFAHI Master Lease Agreement

  	
   

  	
   

  	
   

  	
  EMC
  Corporation

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  License Agreement

  	
   

  	
  12/31/2001

  	
   

  	
  Classic
  Solutions Pty Limited (“Classic”)

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  License Agreement

  	
   

  	
   

  	
   

  	
  Mercury
  Interactive

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License Agreement

  	
   

  	
  No date provided

  	
   

  	
  Edify
  Corporation (“Edify”)

  	
   

  	
  GEFAHI
  (“Licensee”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Assignment Agreement

  	
   

  	
  4/24/2002

  	
   

  	
  Sterling
  Commerce / Connect Direct

  	
   

  	
  GEFAHI

  



 












(3) To be assigned
post-Closing.


 


11

















 


Schedule 1.1(e)


 


Genworth Contracts


 


1.               all
contracts and arrangements to which Financial Assurance Company Limited is a
party, including those within the definitions of Residual Assets, Residual
Liabilities, Retained Insurances, Transferring Assets, Transferring
Liabilities, Transferring Contracts, Transferring Insurances, Reinsurance
Contracts (as such terms are defined in the UK Transfer Plan


 


2.               all contracts and
arrangements to which Vie Plus S.A. is a party to the extent relating to its
payment protection business, including the marketing, sale, and administration
thereof


 


3.               all contracts and
arrangements to which any of Financial Insurance Company Limited, Consolidated
Insurance Group Limited, GE Financial Assurance, Compania de Seguros y
Reaseguros de Vida SA and GE Financial Insurance, Compania de Seguros y
Reaseguros SA is a party


 


4.               GE Homebuyer
Privileges Lender Participation Agreements as listed on Annex A attached hereto
in the name of GEMICO on behalf of General Electric Company and certain of its
business units.


 


5.               All
agreements involving a member of the GE Group whereby a member of the GE Group
acquired any member of the Genworth Group from a third party, except for any
rights of a member of the GE Group under such agreement relating to any member
of the GE Group acquired under any such agreement.


 


6.               The lessee’s
interest in the co-location/Sublease Agreement dated April 1, 2002 between
GE Real Estate and GE Asset Management for space located at 601 S. Figouroa
Street, Los Angeles, CA, USA.


 


7.               The lessee’s
interest in the lease dated January 20, 1977, as amended March 31,
1987, August 30, 1979, March 26, 1980, January 6, 1984,
June 8, 1989, November 16, 1993, December 16, 1994, December,
19, 1995, April 26, 1996, January 16, 1997, July 22, 1997,
April 28, 1998, March 28, 2001 (letter of understanding) and
September, 2002 between Stamford Square Associates L.P. and GE Investment
Distributors, Inc. for space located at 3001 Summer Street, Stamford, CT, USA.


 


 


1

















 


Annex A to Schedule 1.1(e)


 


HomeBuyer Privileges Lender Agreements


 


1.             1st Advantage
Mortgage, L.L.C.


2.             Abn Amro Mortgage
Group, Inc.


3.             Advance Mortgage
Corporation


4.             Access National
Mortgage


5.             Affordable Home
Mortgage, Llc


6.             Alliance Mortgage
Banking Corp.


7.             Alliance Mortgage
Company Dba First Alliance Bank


8.             Alpine Bank


9.             American Federal
Mortgage Corp.


10.           American Heritage Mortgage
Corp.


11.           American Mortgage
Express Financial


12.           American Mortgage
Service Company


13.           American Residential
Mortgage Corp.


14.           American United
Mortgage Corp


15.           Amerihome Mortgage
Company, Llc


16.           Amerisouth Mortgage
Company


17.           Ameristar Mortgage Corporation


18.           Arlington Capital
Mortgage Corporation


19.           Aspen Mortgage Services


20.           Atlantic Coast Federal


21.           Baltimore American
Mortgage Corp.


22.           Bancplus


23.           Bank of Mauston


24.           Bank of Utah


25.           Bell America Mortgage
Llc


26.           Bethpage Federal Credit
Union


27.           Boeing Employees Credit
Union


28.           Bremer Bank, N.A.


29.           Broadview Mortgage
Company


30.           C & K Enterprises,
Inc. Dba Pioneer Mortgage


31.           C & R Mortgage
Source, Llc


32.           Cape Cod Bank and Trust
Company


33.           Capital City Bank


34.           Capital Mortgage Funding
L.L.C.


35.           Capitol Commerce
Mortgage Co.


36.           Capitol Federal Savings
Bank


37.           CapWest Mortgage
Corporation


38.           Castle Bank


39.           Cendant Mortgage
Corporation


40.           Centurybanc Mortgage


41.           Citizens Federal
Savings Bank


42.           Cmg Mortgage, Inc.


 


2

















 


43.           Coastal Funding Group


44.           Coastal Mortgage
Services, Inc.


45.           Colban Funding


46.           Colban Funding Inc.


47.           Colonial National
Mortgage Corporation


48.           Columbia National, Inc.


49.           Commercial Federal Bank


50.           Commonfund Mortgage
Corp.


51.           Community Banc Mortgage
Llc


52.           Community First Bank


53.           Comunity Lending, Inc.


54.           Cornerstone Home
Mortgage Corp.


55.           Cuc Mortgage
Corporation


56.           Draper and Kramer
Mortgage Corp.


57.           Eastern Bank


58.           Eastern Financial
Florida Credit Union


59.           Easthampton Savings
Bank


60.           E-Loan, Inc.


61.           Eustis Mortgage
Corporation


62.           Exchange Financial
Corporation


63.           Extraco Mortgage


64.           Fairway Independent
Mortgage Company


65.           Family Choice Mortgage
Corporation


66.           First Citizens Bank and
Trust Company


67.           First Commonwealth
Mortgage Corp.


68.           First Eastern Mortgage
Corp.


69.           First Federal


70.           First Federal Savings
Bank of America


71.           First Financial Bank


72.           First Financial, A
Division of Ivy Mortgage


73.           First Mortgage Funding,
Llc


74.           First National Bank of
Estes Park


75.           First Priority Mortgage
Inc.


76.           First Tennessee Bank,
N. A.


77.           Firstmerit Bank, N.A.


78.           Firstrust Mortgage
Service


79.           Flick Mortgage
Investors, Inc.


80.           Fnb Salem Bank &
Trust, N.A.


81.           Fox Cities Mortgage
Corporation


82.           Franklin American
Mortgage Company


83.           Golf Savings Bank


84.           Grafton Suburban Credit
Union


85.           Great Midwest Bank,
S.S.B.


86.           Greenpoint Mortgage
Funding, Inc.


87.           Group One Mortgage
Corporation


88.           Harris Trust and
Savings Bank - Chicago Real


 


3

















 


89.           Harwood-Russell
Mortgage, Inc.


90.           Heritage Federal Credit
Union


91.           Hibernia National Bank


92.           Home Finance of America


93.           Home Financing Center,
Inc.


94.           Home Funding Finders,
Inc.


95.           Home Mortgage Assured
Corporation


96.           Home Security Mortgage
Corp.


97.           Homebanc Mortgage
Corporation


98.           Homebound Mortgage


99.           Homestead Funding Corp.


100.         Homevest Mortgage
Corporation


101.         Hudson River Bank and
Trust Company


102.         Iberia Bank


103.         Integra Bank N.A.


104.         Intermountain Mortgage
Company, Inc.


105.         Ipi Skyscraper Mortgage
Corporation


106.         Ivanhoe Financial


107.         Jersey Mortgage Company


108.         L & G Mortgagebanc,
Inc.


109.         Lake Mortgage Company,
Inc.


110.         Leader Mortgage Company


111.         Lender’s One


112.         Lendia


113.         Liberty Bank


114.         Liberty Bank, FSB


115.         Loancity.Com


116.         Lundin and Associates,
Inc.


117.         Mainline Mortgage
Corporation


118.         Mann Financial Inc.


119.         Mc Cue Mortgage Company


120.         Member First Mortgage,
Llc


121.         Metro Resources Service
Corporation


122.         MFC Mortgage, Inc.


123.         Midway Mortgage Company,
Inc.


124.         Mortgage Centre, L.C.


125.         Mortgage Financial
Services, Inc.


126.         Mortgage Investors Group,
L.P.


127.         Mortgage Loan Specialists


128.         Mortgage Master, Inc.


129.         Mortgage Partners
Financial Services


130.         Myers Park Mortgage


131.         National Mortgage Access,
Inc.


132.         Nations Home Mortgage


133.         New England Federal
Credit Union


134.         Nvr Mortgage Finance,
Inc.


 


4

















 


135.         Oceanfirst Bank


136.         Old Second National Bank
of Aurora


137.         Pacific Republic Mortgage
Corporation


138.         Paramount Mortgage
Company


139.         Park National Bank


140.         Pathfinder Bank


141.         Patriot Funding


142.         Phoenix Savings Bank


143.         Pinnacle Mortgage Group,
Inc.


144.         Pirimar Home Loans


145.         Prairie State Mortgage


146.         Premier Mortgage Group, A
Limited


147.         Prime Home Mortgage, Inc.


148.         PrimeTrust Bank


149.         Princeton Mortgage
Corporation


150.         Provantage Funding
Corporation


151.         Pulaski Mortgage Company


152.         Rbc Centura Bank


153.         RBCMortgage


154.         Real Estate Mortgage
Corp.


155.         Republic Mortgage Llc


156.         Republic State Mortgage


157.         Residential Mortgage
Group, Inc.


158.         Resource Lender


159.         R-G Crown Bank, FSB


160.         RMS & Associates


161.         Royal Mortgage Corp.


162.         Salem Five Cents Savings
Bank


163.         Sandy Spring National
Bank of Maryland


164.         Schmidt Mortgage Company


165.         Scme Mortgage Bankers,
Inc.


166.         Seattle Savings Bank and


167.         Sidus Financial
Corporation


168.         Sierra Pacific Mortgage
Co., Inc.


169.         Southbank, F.S.B.


170.         Southern Community Banc
Mortgage


171.         Sovereign Bank


172.         Space Coast Credit Union


173.         Sterling Savings Bank
And/Or Action Mortgage Co.


174.         Stockton Turner


175.         Suburban Mortgage, Inc.


176.         Summit Lending of Hawaii


177.         Sun American Mortgage
Corporation


178.         Sunset Bank


179.         Suntrust Bank


180.         Taylor, Bean and Whitaker
Mortgage Corp.


 


5

















 


181.         The First National Bank
of South Mississippi


182.         The Mortgage People
Company


183.         The Northern Ohio
Investment Company


184.         Town & Country Bank


185.         Transland Financial
Services


186.         Trident Mortgage Company


187.         Trustcorp Mortgage
Company


188.         Ulster Savings Bank


189.         Unifirst Mortgage
Corporation


190.         Union Federal Savings
Bank of Indianapolis


191.         United Capital Mortgage
Corp.


192.         United Kingfield Bank


193.         United Mortgage


194.         Universal Mortgage Corp.
of Wisconsin


195.         Unizan Bank, National
Association


196.         Usa Funding Corp.


197.         Vitek Mortgage Group


198.         Washington Federal
Savings


199.         Washington Mutual Bank,
FA


200.         Waterfield Financial
Corporation


201.         Watson Mortgage


202.         Weichert Financial
Services


203.         Westlend Mortgage Group,
Llc


204.         Wilson Bank and Trust


 


6

















 


Schedule 2.1(a)


 


Plan of Separation


 


The Separation shall be
effected in accordance with the plan and structure set forth in the following
documents:


 


1.               Annex
A sets forth the movements of U.S. GEFA/MI entities required to effect the
Separation.


 


2.               Annex
B sets forth the movements of Mortgage International entities required to
effect the Separation.  As indicated
therein, certain movements will occur prior to the Closing Date.


 


3.               Annex
C document sets forth the movements of European business entities required to
effect the Separation.  As indicated
therein, certain movements will occur prior to the Closing Date.


 


4.               Annex
D reflects the Genworth and GEFAHI Pro-Forma organizational charts upon
consummation of the Separation.


 


 


1

















 


Master Agreement Schedule 2.1(a) Plan
of Separation


 


Annex A


 


 


2

















 


Transactions Involving GE Capital Insurance
Agency, Inc. on the Closing Date


 


1.)
Contribution by GECC to GEI of GE Capital Insurance Agency, Inc. (GECIA). 2.)
GEI then contributes same to GEFAHI. 
3.) GEFAHI contributes GECIA to Genworth.  4.) Genworth dividends GECIA to GEFAHI


 





 


3

















 


Transactions
Involving GEFA Subsidiary I, Inc. and GEFA Real Estate Holding LLC on the
Closing Date


 


1.) Distribution by GNA Corporation of 100%
of its membership interest in GEFA Real Estate Holding LLC to GEFAHI  2.) GEFAHI contributes 100% of its
membership interest in GEFA Real Estate Holding LLC to GEFA Subsidiary I, Inc.


 





 




	
  List A

  
	
   

  
	
  Forrer FA LLC

  
	
  Franklin FA LLC

  
	
  Glendale FA LLC

  
	
  Park Center FA LLC

  
	
  Pewaukee FA LLC

  
	
  Riverside Distribution
  LLC

  
	
  Eastgate Distribution LLC

  






 


4

















 


On the
Closing Date, GNA Corporation dividends Trooper Communications Corporation and
Trooper Investment, Inc. to GEFAHI


 





 


5

















 


Prior to
the Closing Date the following transactions took place with respect to the
ownership of Union Fidelity Life Insurance Company:  1. FHL paid a stock dividend of the shares it held in UFLIC to
GECA and GEFAHI, its respective shareholders, 2. GECA paid a stock dividend of
the UFLIC shares it received from FHL and all of its own interest in UFLIC to
GNA, 3. GNA paid a stock dividend of such shares to GEFAHI, 4. GEFAHI paid a
stock dividend of the shares it received from GNA plus the shares it received
from FHL (together equal to 100% of UFLIC’s outstanding common stock) to GEI,
Inc. and 5. GEI, Inc. sold such shares to GECS.


 





 


6

















 


On the Closing Date, GEFAHI contributes GNA
Corp. together with its subsidiaries to Genworth


 





 


LIST A1


Special Purpose Vehicles


•                  GEFA Special
Purpose Two, LLC (DE) 31-1690510


•                  GEFA Special
Purpose Six, LLC (DE) 42-1530159


•                  GEFA Special
Purpose Five, LLC (DE) 54-2051732


•                  GEFA Special
Purpose One, LLC (DE) 54-1962100


•                  GEFA Special
Purpose Three, LLC (DE) 54-2008176


•                  GEFA Special
Purpose Four, LLC (DE) 54-2033401


 


LIST B1


•                  IFN
Insurance Agency, Inc.


•                  FFRL of New Mexico,
Inc. (NM) 85-0442857


•                  Forth Financial
Resources of Alabama, Inc. (AL) 58-1659603


•                  Forth Financial
Resources of Hawaii, Inc. (HI) 36-3916991


•                  Forth Financial
Resources Insurance Agency of Massachusetts, Inc. (MA) 36-3825210


 


LIST C1


Hochman
& Baker, Inc. (IL) and subsidiaries:


•                  Hochman & Baker
Securities, Inc. (IL)


•                  Hochman & Baker
Insurance Services, Inc. (IL)


•                  Hockhman &
Baker Investment Advisory Services, Inc. (IL)


 


LIST A


 


Special Purpose Vehicles


•                  GEFA Special
Purpose Two, LLC7 (DE) 31-1690510


•                  GEFA Special
Purpose Six, LLC (DE) 42-1530159


•                  GEFA Special
Purpose Five, LLC (DE) 54-2051732


•                  GEFA Special
Purpose One, LLC (DE) 54-1962100


•                  GEFA Special
Purpose Three, LLC (DE) 54-2008176


•                  GEFA Special
Purpose Four, LLC (DE) 54-2033401


 


The ownership of the Special
Purpose Vehicles will not change as a result of the Separation - ownership
percentages not reflected


 


LIST B


Hochman &
Baker, Inc. (IL) and subsidiaries:


•                  Hochman & Baker
Securities, Inc. (IL)


•                  Hochman & Baker
Insurance Services, Inc. (IL)


•                  Hockhman &
Baker Investment Advisory Services, Inc. (IL)


 


LIST C


IFN Insurance Agency, Inc.


•                  FFRL of New Mexico,
Inc. (NM) 85-0442857


•                  Forth Financial
Resources of Alabama, Inc. (AL) 58-1659603


•                  Forth Financial
Resources of Hawaii, Inc. (HI) 36-3916991


•                  Forth Financial Resources
Insurance Agency of Massachusetts, Inc. (MA) 36-38252107


 


7

















 


On the Closing Date, GEFAHI contributes
Brookfield Life Assurance Company to Genworth


 





 


8

















 


Miscellaneous
GEFAHI Transfers


 


On the Closing Date, GEFAHI contributes GE
Mortgage Holdings, LLC together with its subsidiaries to Genworth


 





 


9

















 


On the Closing Date, GEFAHI contributes all
stock held in the following companies to Genworth:


 


(a) GE Group Retirement, Inc.


 


(b) GE Group Administrators


 


(c) Fee for Service, Inc.


 


(d) GE Group Life Assurance Company


 


(e) LTC, Incorporated


 





 


10

















 


On the
Closing Date, GEFAHI contributes Viking Insurance Co., Ltd. to Genworth


 





 


Sequencing of Events to
Move Viking into Genworth


 


•
Viking paid dividend to GELCO of $225MM


 


•  GELCO
paid intercompany payable to GEFAHI for $23MM


 


•  GECC
lent  $202MM to GEI, GEI contributed
cash to GEFAHI


 


•
Prior to the Closing Date, GEFAHI purchased Viking from GELCO


 


•  On the
Closing Date GEFAHI contributes Viking to Genworth


 


11

















 


Miscellaneous
GEFAHI Transfers


 


On the
Closing Date, GEFAHI contributes Dental Holdings, Inc. together with its
subsidiary to Genworth


 





 


12

















 


On the
Closing Date, GEFAHI contributes Centurion Capital Group, Inc. together with
its subsidiaries to Genworth


 





 


13

















 


On the
Closing Date, GEFAHI contributes minority interests (3.1% and 2.3%) of GE
Life and Annuity Assurance Company and Federal Home Life Insurance Company
respectively to GECA through Genworth and GNA Corporation


 


Transfer effected by:


 


• On the Closing Date,
GEFAHI contributes 3.1% ownership in GELAAC to Genworth (800 shares)


 


•  On the
Closing Date, GEFAHI contributes 2.3% interest in FHL to Genworth (5,125
shares)


 


• Immediately subsequent
thereto, Genworth contributes such interests to GNA Corporation who in turns
contributes its ownership in GELAAC and FHL to GECA.  In addition, FHL dividends its interest in GELAAC to GECA.


 





 


14

















 


Annex B


 


15

















 


Move UK
Mortgage Entities into GEFA UK Holdings Ltd.


 





 


16

















 


BR Purchase of UK Mortgage Co.


 





 


17

















 


Move Guernsey Mortgage Entity into GEFA
International Holdings, Inc.


 





 


18

















 


Sale of GE Capital Mortgage Insurance
Company of Canada to New GEMIC Holdings Company


 





 












* Other Canadian legal
entities own remaining 47%


 


New GEMIC Holdings Company will acquire the stock of GECMIC
from GECMIC Holdings. As a result, GECMIC Holdings will be “out.”


 


19

















 


Move
Australian Mortgage Insurance Business into GEFA International Holdings, Inc.
(Asset Transfer)


 





 


As a result of the Asset
Transfer, entities on left Will not be contributed to Genworth


 


20

















 


Annex C


 


21

















 





 


Transaction
was completed 3/31/04


 


22

















 




	
  GEFI Creditor Legal
  Entity Moves

  	
   

  	
  Funding pre Closing

  






 





 


23

















 




	
  GEFI Creditor Legal
  Entity Moves

  	
   

  	
  GEFAHI Acquisitions Pre Closing

  






 





 


24

















 




	
  GEFI Creditor Legal
  Entity Moves

  	
   

  	
  Genworth Acquisitions Post Closing

  






 





 


25

















 





 


26

















 


Annex D


 


27

















 


Genworth Organizational Chart at Closing


 


List A


 


Special Purpose Vehicles


•                  GEFA Special
Purpose Two, LLC7(3) (DE) 31-1690510 (8


•                  GEFA Special
Purpose Six, LLC(4) (DE) 42-1530159


•                  GEFA Special
Purpose Five, LLC(5) (DE) 54-2051732


•                  GEFA Special
Purpose One, LLC (DE) 54-1962100


•                  GEFA Special
Purpose Three, LLC (DE) 54-2008176


•                  GEFA Special
Purpose Four, LLC (DE) 54-2033401


 


List B


 


•
Non-Controlling Ownership


• Forth Financial Resources of Texas, Inc.
(TX) 74-2394186


• Forth Financial Resources of Oklahoma
Agency, Inc. (OK) 74-2478420


 


List C


•                  Centurion Capital
Group Inc. (AZ) 86-0898056


•                  GE Private Asset
Management, Inc. (CA) 95-3551439


•                  GE Financial Trust
Company (AZ) 86-0770473


•                  Centurion Financial
Advisors Inc. (DE) 33-0877514


•                  Centurion-Hesse
Investment Management Corp. (DE) 33-0889823


•                  Centurion-Hinds
Investment Management Corp. (DE) 33-0886256


 


List D


 


•                  IFN
Insurance Agency, Inc.


•                  FFRL of New Mexico,
Inc. (NM) 85-0442857


•                  Forth Financial
Resources of Alabama, Inc. (AL) 58-1659603


•                  Forth Financial
Resources of Hawaii, Inc. (HI) 36-3916991


•                  Forth Financial
Resources Insurance Agency of Massachusetts, Inc. (MA) 36-3825210


 





 


Reflects capitalized companies only.  Does not include limited partnerships or
investment companies whose shares are owned by individual investors or
insurance companies.


 












(1) Companies outside the Genworth Group
which are included to delineate upstream ownership or other pertinent
relationships.


 


(2) Remainder owned by 3rd
parties.


 


(3) See List A - 37.58% owned by GECA; 37.95%
owned by GELACC 24.47% owned by FCL


 


(4) See List A - 56.58% owned by GECA; 24.28%
owned by FCL; 19.14% owned by GELAAC


 


(5) See List A - 93.87% owned by GECA; 6.13%
owned by GELAAC


 


28

















 


GEFAHI Subsidiaries Organizational Chart at
Closing


 


List A


 


GEFA
Real Estate Holding LLC (DE) - subsidiaries include:


Forrer
FA LLC (DE) 04-3713086


Franklin
FA LLC (DE) 11-3653525


Glendale
FA LLC (DE) 11-3653530


Park
Center FA LLC (DE) 13-4219233


Pewaukee
FA LLC (DE) 11-3653527


Riverside
Distribution Center LLC (DE) 31-1784312


Eastgate
Distribution Center LLC (DE) 31-1780670


 


 





 


Reflects capitalized companies only.  Does not include limited partnerships or
investment companies whose shares are owned by individual investors or
insurance companies.


Footnotes
1 and 2 do not exist


 












(3)     Remainder owned by
third parties


(4)     Majority owned by GECC, and remainder owned
by other GE affiliated entities


(5)     One (1) ordinary share held by GE Capital
International Holdings Corp as nominee


(6)     GECC’s direct investment in General
Hipotecaria (Mexico) is 56.2%, and the remaining ownership is held by GE
Capital de Mexico, S. de R.L. de C.V. which is owned by GECC (89.03%), GE
Mexico S.A. de C.V. (10.96%), and General Electric Credit Corporation of
Tennessee (0.01%).


(7)     GECMIC Holdings Inc. is owned by: General
Electric Capital Canada Inc. (53%), GE Railcar Services, Inc. (20%), 2762617
Canada Inc. (9%) and General Electric Canada Equipment Finance GP (18%).


(8)     Jointly owned by GECC (20%) and GE Capital
International Financing Corporation (80%), the latter of which is a wholly
owned subsidiary of GE Capital Global Financial Holdings, Inc., owned by GECC
(63.43%) and various other GE affiliated entities 


 


29

















 


 


Schedule 2.1(b)


 


Delayed Transfer Assets


 


1.               If
the required Consents and Governmental Approvals to transfer the assets of the
following entities to Genworth or one of its subsidiaries have not been
obtained by December 28, 2004 then all of the issued and outstanding
capital stock of such entities will be transferred to Genworth on or prior to
December 31, 2004:


 


•                  Financial
Assurance Company Limited (which includes its ownership of Financial Insurance
Company Limited, Consolidated Insurance Group Limited, GE Financial Assurance,
Compania de Seguros y Reaseguros de Vida S.A and GE Financial Insurance,
Compania de Seguros y Reaseguros S.A.)


 


2.               Any
and all Assets and Liabilities of FACL that are for any reason not transferred
to or assumed by a member of the Genworth Group under the UK Transfer Plan
(including Retained Insurances and Residual Liabilities) shall, effective as of
the effective date of the UK Transfer Plan, automatically be deemed for all
purposes to be Genworth Assets and Genworth Liabilities, respectively.


 


3.               Any
and all Assets and Liabilities of Vie Plus that arise under or otherwise relate
to the payment protection business of Vie Plus that are for any reason not
transferred to or assumed by a member of the Genworth Group under the French
Transfer Plan or the French Transfer Agreement shall, effective as of the
effective date of the French Transfer Plan, automatically be deemed for all
purposes to be Genworth Assets and Genworth Liabilities, respectively.


 


4.               All
of Financial Assurance Company Limited’s rights to use the name “Financial
Assurance Company Limited” or any derivative thereof shall, effective as of the
date the UK Transfer Plan is approved in all relevant jurisdictions but subject
always to the provisions of the European Transition Services Agreement, be
transferred to Genworth’s subsidiary, Financial New Life Company Limited.


 


 


1

















 


Schedule 2.2(a)(i)


 


Genworth Assets


 


•                  all Assets of
GEFAHI other than those listed on Schedule 2.2(b)(i) as Excluded Assets


 


•                  all Assets of
Financial Assurance Company Limited, including those within the definitions of
Residual Assets, Residual Liabilities, Retained Insurances, Transferred Assets,
Transferring Liabilities, Transferring Contracts, Transferring Insurances,
Reinsurance Contracts (as such terms are defined in the UK Transfer Plan) (such Assets include the
FACL Bonds;  the Active FACL Bonds may
be transferred later pursuant to this Agreement at which time they would become
Excluded Assets)


 


•                  all Assets of
Vie Plus S.A. to the extent relating to its payment protection business,
including the marketing, sale, and administration thereof


 


•                  the intellectual
property listed on Exhibit 1 to Schedule 2.2(a)(i) hereto.


 


 


1

















 


Exhibit 1 to
Schedule 2.2(a)(i)


 


MASTER AGREEMENT IP SCHEDULES


 


I.              TRADEMARKS:


 


The following trademarks and
service marks, together with the goodwill of the business associated therewith,
and all common law rights, registrations and applications for registration
thereof, and all rights therein provided by international treaties or
conventions, and all reissues, extensions and renewals of any of the foregoing:


 


GE FINANCIAL ASSURANCE HOLDINGS, INC.


 


	
  TRADEMARK

  	
   

  	
  COUNTRY/

  STATE

  	
   

  	
  REG. NO.

  	
   

  	
  REG. DATE

  	
   

  	
  APP. NO.

  	
   

  	
  APP. DATE

  	
   

  	
  STATUS

  	
   

  	
  NOTES

  
	
  QUICK APP

  	
   

  	
  U.S.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  76-347,564

  	
   

  	
  12/12/2001

  	
   

  	
  PENDING

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PROTECTION 1 ONE AND DESIGN

  	
   

  	
  U.S.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  76-286,633

  	
   

  	
  12/17/2001

  	
   

  	
  ABANDONED

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GENIUS

  	
   

  	
  U.S.

  	
   

  	
  2,652,604

  	
   

  	
  11/19/2002

  	
   

  	
  76-248,870

  	
   

  	
  05/01/2001

  	
   

  	
  REGISTERED

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BIG CASE AND DESIGN

  	
   

  	
  U.S.

  	
   

  	
  2,512,617

  	
   

  	
  11/17/2001

  	
   

  	
  76-223,585

  	
   

  	
  03/13/2001

  	
   

  	
  REGISTERED

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BEYOND MONEY

  	
   

  	
  U.S.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  76-190,041

  	
   

  	
  01/05/2001

  	
   

  	
  PENDING

  	
   

  	
  ITU Application

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RETIREMENT INCOME ROADMAP

  	
   

  	
  U.S.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  76-160,353

  	
   

  	
  11/3/2000

  	
   

  	
  ABANDONED

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL ACCESS

  	
   

  	
  U.S.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  76-095,646

  	
   

  	
  07/25/2000

  	
   

  	
  PENDING

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FUND COMPANY SERVICES

  	
   

  	
  U.S.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  76-008,644

  	
   

  	
  03/24/2000

  	
   

  	
  ABANDONED

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AFFLUENT MARKET SERVICES GROUP

  	
   

  	
  U.S.

  	
   

  	
  2,447,241

  	
   

  	
  04/24/2001

  	
   

  	
  76-008,643

  	
   

  	
  03/24/2000

  	
   

  	
  REGISTERED

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SAVVY

  	
   

  	
  U.S.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  75-937,210

  	
   

  	
  03/07/2000

  	
   

  	
  ABANDONED

  	
   

  	
   

  



 


2

















 


	
  TRADEMARK

  	
   

  	
  COUNTRY/

  STATE

  	
   

  	
  REG. NO.

  	
   

  	
  REG. DATE

  	
   

  	
  APP. NO.

  	
   

  	
  APP. DATE

  	
   

  	
  STATUS

  	
   

  	
  NOTES

  
	
  INVESTOR

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CENTER FOR FINANCIAL LEARNING.COM AND DESIGN

  	
   

  	
  U.S.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  75-916,446

  	
   

  	
  02/10/2000

  	
   

  	
  ABANDONED

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REPFINDER

  	
   

  	
  U.S.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  75-878,548

  	
   

  	
  12/22/1999

  	
   

  	
  ABANDONED

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LIVING SECURITY

  	
   

  	
  U.S.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  75-866,505

  	
   

  	
  12/07/1999

  	
   

  	
  ABANDONED

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIMPLE SECURITY

  	
   

  	
  U.S.

  	
   

  	
  2,643,414

  	
   

  	
  10/29/2002

  	
   

  	
  75-783,577

  	
   

  	
  08/24/1999

  	
   

  	
  REGISTERED

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE GIFT TO REMEMBER

  	
   

  	
  U.S.

  	
   

  	
  2,316,514

  	
   

  	
  02/08/2000

  	
   

  	
  75-627,099

  	
   

  	
  01/25/1999

  	
   

  	
  REGISTERED

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CUSTOM CHOICE

  	
   

  	
  U.S.

  	
   

  	
  2,622,601

  	
   

  	
  09/24/2002

  	
   

  	
  75-598,255

  	
   

  	
  12/02/1998

  	
   

  	
  REGISTERED

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  YOUR LIFETIME FINANCIAL PARTNER

  	
   

  	
  U.S.

  	
   

  	
  2,328,218

  	
   

  	
  03/14/2000

  	
   

  	
  75-529,708

  	
   

  	
  07/31/1998

  	
   

  	
  REGISTERED

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CUSTOM CHOICE

  	
   

  	
  U.S.

  	
   

  	
  2,138,213

  	
   

  	
  02/24/1998

  	
   

  	
  75-085,610

  	
   

  	
  04/09/1996

  	
   

  	
  REGISTERED

  	
   

  	
  Assigned from First Colony
  Life Insurance 11/03/1998

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LIVING SECURITY

  	
   

  	
  U.S.

  	
   

  	
  689,253

  	
   

  	
  12/01/1959

  	
   

  	
  72-070,128

  	
   

  	
  03/23/1959

  	
   

  	
  CANCELLED

  	
   

  	
  Unclear if owned by Zurich
  American Insurance Co.- missing link in chain of title

  



 


3

















 


II.            DOMAIN
NAMES:


 


	
  Domain Name

  
	
  AccountHolder.com

  
	
  AddedOptions.com

  
	
  Administradora-Habitat.com.mx

  
	
  AdvancedAgeAlternative.com

  
	
  AgentAccess.com

  
	
  AmericanMayFlower.com

  
	
  APP-Ease.com

  
	
  arbejdsloeshed.dk

  
	
  arbejdsloshed.com

  
	
  arbejdsloshed.dk

  
	
  arbejdsløshedsforsikring.dk

  
	
  argusmax.fr

  
	
  betalingsbeskyttelse.com

  
	
  betalingsforsikring.com

  
	
  BGAInfo.com

  
	
  bjg-ccm.com

  
	
  BrokerageInfo.com

  
	
  Buy-A-GIC.com

  
	
  BuyGICS.com

  
	
  Buy-GICS.com

  
	
  CCentertain.com

  
	
  CCMGI.com

  



 


4

















 


	
  Domain Name

  
	
  CenterForFinancialLearning.com

  
	
  Center-For-Learning.com

  
	
  Centrust.com

  
	
  Centurioncm.com

  
	
  Certilink.biz

  
	
  CertiLink.com

  
	
  CertiLink.net

  
	
  CertiLink.org

  
	
  CertiLink2.com

  
	
  cfi.co.uk

  
	
  ChampionshipLife.com

  
	
  ChampionshipLifeInsurancePlan.com

  
	
  CheckSixProductions.com

  
	
  CheckSixProductions.net

  
	
  claim-center.co.uk

  
	
  claim-centre.co.uk

  
	
  claimfortravel.co.uk

  
	
  ClaimForTravel.com

  
	
  Click-For-A-GIC.com

  
	
  ComboOnce.com

  
	
  ContingentLife.com

  
	
  Coordinated-Care.com

  
	
  debtprotect.co.uk

  
	
  DebtProtect.com

  



 


5

















 


	
  Domain Name

  
	
  DistributorAccess.com

  
	
  DL10.com

  
	
  DL20.com

  
	
  DynamicLearningPlan.com

  
	
  DynamicLearningPlan.net

  
	
  eguidance.co.uk

  
	
  EPPIStaging.com

  
	
  eWorksite.com

  
	
  facl.co.uk

  
	
  facl.de

  
	
  FACL.dk

  
	
  facl.it

  
	
  facl.nl

  
	
  facl-invest.co.uk

  
	
  FederalColumn.com

  
	
  FGIACustomerService.com

  
	
  FGIACustomerService.net

  
	
  FGIAInqueries.com

  
	
  FGIAInquiries.com

  
	
  FGIAQuestions.com

  
	
  ficl.de

  
	
  FICL.dk

  
	
  ficl.it

  
	
  ficl.nl

  



 


6

















 


	
  Domain Name

  
	
  figsl.co.uk

  
	
  FIGSL.com

  
	
  FinancialAssurance.com

  
	
  FinancialEarning.com

  
	
  FinancialEarning.net

  
	
  FinancialEarning.org

  
	
  FinancialLearning.biz

  
	
  FinancialLearning.com

  
	
  Financial-Learning.com

  
	
  FinancialLearning.info

  
	
  FinancialLearning.net

  
	
  Financial-Learning.net

  
	
  FinancialLearning.org

  
	
  Financial-Learning.org

  
	
  FinancialLearningCenter.com

  
	
  Financialphobia.com

  
	
  Financial-Phobia.com

  
	
  FinancialPhobias.com

  
	
  FinancialPhobic.com

  
	
  Financialphobics.com

  
	
  financialwisdom.co.uk

  
	
  FirstColonyLife.com

  
	
  Firstrak.com

  
	
  FundMinder.com

  



 


7

















 


	
  Domain Name

  
	
  generalhipotecaria.com

  
	
  generalhipotecaria.com.mx

  
	
  GPX-One.com

  
	
  GuaranteedAssetProtection.com

  
	
  GuaranteedOne.com

  
	
  GuardingYourFuture.com

  
	
  HarvestLife.com

  
	
  HarvestProtector.com

  
	
  HarvestUniversalProtector.com

  
	
  HarvestWealthGuard.com

  
	
  HesseFinancial.com

  
	
  Hindsfg.com

  
	
  HomeBuyerPrivileges.com

  
	
  HomeBuyerPrivileges.info

  
	
  HomeBuyerPrivileges.net

  
	
  HomeBuyerPrivileges.org

  
	
  HomeNow.com

  
	
  HomeNow.info

  
	
  HomeNow.org

  
	
  HomePartnership.biz

  
	
  HomePartnership.com

  
	
  HomePartnership.net

  
	
  HomePartnership.org

  
	
  HomeVendorGuide.com

  



 


8

















 


	
  Domain Name

  
	
  HouseSaleHelper.com

  
	
  HouseVendor.com

  
	
  IdealTerm.com

  
	
  JobCare.info

  
	
  JointLifeProtector.com

  
	
  laaneforsikring.com

  
	
  laaneforsikring.dk

  
	
  laneforsikring.com

  
	
  LendingPartnerLocator.com

  
	
  LendingPartnerLocator.info

  
	
  LendingPartnerLocator.net

  
	
  LendingPartnerLocator.org

  
	
  LifeAccidentSicknessUnemployment.com

  
	
  loanprotect.co.uk

  
	
  loanprotector.co.uk

  
	
  LTCDigitalOffice.biz

  
	
  LTCDigitalOffice.com

  
	
  LTCDigitalOffice.info

  
	
  LTCDigitalOffice.net

  
	
  LTCDigitalOffice.org

  
	
  managingmymoney.co.uk

  
	
  MIConnect.com

  
	
  Midinero.com

  
	
  Mortgage-OmniScore.com

  



 


9

















 


	
  Domain Name

  
	
  Mortgage-Score.com

  
	
  my-claim-online.co.uk

  
	
  My-Claim-Online.com

  
	
  mycover.co.uk

  
	
  MyCover.com

  
	
  my-online-claim.co.uk

  
	
  My-Online-Claim.com

  
	
  MyRetirementIncomeRoadmap.com

  
	
  MySelectSite.com

  
	
  mytravelclaim.co.uk

  
	
  MyTravelClaim.com

  
	
  my-travel-claim.co.uk

  
	
  My-Travel-Claim.com

  
	
  NetOriginate.biz

  
	
  NetOriginate.com

  
	
  NetOriginate.net

  
	
  NetOriginate.org

  
	
  oekonomisikring.com

  
	
  oekonomisikring.dk

  
	
  økonomiforsikring.dk

  
	
  okonomisikring.com

  
	
  økonomisikring.com

  
	
  okonomisikring.dk

  
	
  økonomisikring.dk

  



 


10

















 


	
  Domain Name

  
	
  Online-Claim.com

  
	
  online-claim.co.uk

  
	
  OwnersPack.com

  
	
  PaymentProtection.org

  
	
  paymentprotectioninsurance.co.uk

  
	
  PaymentProtectionInsurance.com

  
	
  personalloanprotection.co.uk

  
	
  PersonalLoanProtection.com

  
	
  PeterGreenberg.com

  
	
  PeterGreenburg.com

  
	
  PlusQueLargus.com

  
	
  plusquelargus.tm.fr

  
	
  ProductivityPrivileges.com

  
	
  redundancycover.co.uk

  
	
  RedundancyCover.com

  
	
  protectyourpet.co.uk

  
	
  rdplus.fr

  
	
  RetirementIncomeRoadmap.com

  
	
  SCACredit.com

  
	
  SCACredit.net

  
	
  sortme.co.uk

  
	
  SortMe.com

  
	
  SusesChoice.com

  
	
  SusesChoice.net

  



 


11

















 


	
  Domain Name

  
	
  SusiesChoice.com

  
	
  SusiesChoice.net

  
	
  SuzeChoice.com

  
	
  SuzeChoice.info

  
	
  SuzeChoice.net

  
	
  SuzesChoice.com

  
	
  SuzesChoice.net

  
	
  SuzieChoice.com

  
	
  SuzieChoice.net

  
	
  SuzysChoice.com

  
	
  SuzysChoice.net

  
	
  TerraFinancial.com

  
	
  travelcenter-claims.co.uk

  
	
  travelcentre-claims.co.uk

  
	
  TravelCentre-Claims.com

  
	
  travel-claim.co.uk

  
	
  Travel-Claim.com

  
	
  TravelDetective.org

  
	
  TravelDetectives.com

  
	
  uktravelclaim.co.uk

  
	
  UKTravelClaim.com

  
	
  VendersPack.com

  
	
  worldcover.co.uk

  
	
  WorldCover.com

  



 


12

















 


	
  Domain Name

  
	
  worldcoverdirect.co.uk

  
	
  WorldCoverDirect.com

  
	
  WorldCoverOnline.com

  
	
  worldcoveronline.co.uk

  



 


13

















 


III.           SOFTWARE,
TOOLKITS AND OTHER MATERIALS


 


A.            All (i) copyrights,
mask work rights, database rights and design rights, whether or not registered,
published or unpublished, and registrations and applications for registration
thereof, and all rights therein whether provided by international treaties or
conventions or otherwise and (ii) trade secrets associated with the following:


 


	
  1.

  	
   

  	
  MyGoals:

  Genworth Group’s MyGoals H/R Software

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Privacy/Opt-Out:

  Genworth Group’s Consumer Privacy Management Software

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Complaint Log System (CLS):

  Genworth Group’s Complaint Log System Software

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Death Claims
  System:

  Genworth Group’s Death Claims Cross-Checking Software

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  EWD:

  Genworth Group’s Enterprise-Wide Disbursement Software

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  SMART:

  Genworth Group’s Sales Management and Report Tracking System Software

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  e-Learning:

  Genworth Group’s developed e-Learning courseware Software

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Change Control
  System Software (Europe):

  Genworth Group’s web-based Change Control System Software

  
	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Compliance Management System (CMS):

  Genworth Group’s Compliance Management System Software

  
	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Genworth Strategic Toolkits,
  including:

  P.I.E.

  HomeRun

  e-QuTOPS PMO Toolkit, including Project Place Software

  



 


14

















 


	
  11.

  	
   

  	
  Training:

  “GEFA-U” Course Materials
  including but not limited to

  •    Foundations of Leadership

  •    Interview & Selections

  Business Leadership Impact
  Symposium

  Lean Transactions

  
	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Human
  Resources:

  Genworth Group’s Program
  Materials, including

  •    LDP (Leadership Development Program)

  •    ALDP
  (Actuarial Leadership Development Program)

  
	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Risk:

  Genworth
  Group’s Risk Management Toolkit

  
	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  Information Technology:

  Genworth
  Group’s DMADOV Methodology

  
	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  Legal/Compliance:

  Outsourcing Toolkit including the Migration
  Toolkit

  
	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  Operations:

  Genworth Group’s Crisis
  Management Toolkit

  
	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  GE Center for Financial
  Learning Materials, including the “Managing Your Credit” Module

  



 


B.            All copyrights
(whether or not registered, published or unpublished, and registrations and
applications for registration thereof, and all rights therein whether provided
by international treaties or conventions or otherwise) in works of authorship,
content, text and materials in electronic and paper formats (including
copyrights in Web pages or portions thereof, online content, and product and
service descriptions and brochures) in existence on the Closing Date owned by (i)
GEFAHI, (ii) Financial Assurance Company Limited, and (iii) Vie Plus S.A. to
the extent relating to its payment protection business (including the
marketing, sale, and administration thereof), other than such copyrights listed
on Schedule 2.2(b)(i) as Excluded Assets.


 


15

















 


IV.           PATENTS


 


	
  GE Docket
  Number

  	
   

  	
  H&W File No.

  
	
  85FA-00100

  	
   

  	
  52493.000118

  and

  52493.000153

  
	
  85FA-00101

  	
   

  	
  52493.000032

  
	
   

  	
   

  	
   

  
	
  85FA-00103

  	
   

  	
  52493.000126

  
	
  85FA-00104

  	
   

  	
  52493.000036

  
	
  85FA-00105

  	
   

  	
  52493.000037

  
	
  85FA-00106

  	
   

  	
  52493.000040 

  and

  52493.000170

  
	
  85FA-00107

  	
   

  	
  52493.000041 

  and

  52493.000169

  
	
  85FA-00108

  	
   

  	
  52493.000065

  
	
  85FA-00109

  	
   

  	
  52493.000058 

  and

  52493.000175

  
	
  85FA-00110

  	
   

  	
  52493.000046 

  and

  52493.000191

  



 


16

















 


	
  GE Docket
  Number

  	
   

  	
  H&W File No.

  
	
  85FA-00111

  	
   

  	
  52493.000056

  
	
  85FA-00112

  	
   

  	
  52493.000183

  
	
  85FA-00113

  	
   

  	
  52493.000060

  
	
  85FA-00114

  	
   

  	
  52493.000063 

  and

  52493.000188

  
	
  85FA-00115

  	
   

  	
  52493.000061

  
	
  85FA-00116

  	
   

  	
  52493.000059 

  and

  52493.000220

  
	
  85FA-00117

  	
   

  	
  52493.000057

  
	
  85FA-00118

  	
   

  	
  52493.000130

  
	
  85FA-00119

  	
   

  	
  52493.000062

  
	
  85FA-00120

  	
   

  	
  52493.000068

  
	
  85FA-00121

  	
   

  	
  52493.000054 

  and

  52493.000244

  
	
  85FA-00123

  	
   

  	
  52493.000045

  
	
  85FA-00124

  	
   

  	
  52493.000048 

  and

  52493.000217

  
	
  85FA-00125

  	
   

  	
  52493.000047

  
	
  85FA-00126

  	
   

  	
  52493.000053

  
	
  85FA-00127

  	
   

  	
  52493.000050

  
	
  85FA-00128

  	
   

  	
  52493.000067

  
	
  85FA-00129

  	
   

  	
  52493.000066

  
	
  85FA-00130

  	
   

  	
  52493.000075 

  and

  52493.000116

  



 


17

















 


	
  GE Docket
  Number

  	
   

  	
  H&W File No.

  
	
  85FA-00132

  	
   

  	
  File # available

  
	
   

  	
   

  	
   

  
	
  85FA-00134

  	
   

  	
  52493.000124 

  and

  52493.000235

  
	
  85FA-00135

  	
   

  	
  52493.000070

  
	
  85FA-00136

  	
   

  	
  52493.000072

  
	
  85FA-00137

  	
   

  	
  52493.000073 

  and

  52493.000189

  
	
  85FA-00138

  	
   

  	
  52493.000076 

  and

  52493.000197

  
	
  85FA-00139

  	
   

  	
  52493.000080

  
	
  85FA-00140

  	
   

  	
  52493.000084

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  85FA-00145

  	
   

  	
  52493.000085 

  and

  52493.000201

  
	
  85FA-00146

  	
   

  	
  52493.000086

  
	
  85FA-00147

  	
   

  	
  52493.000087 

  and

  52493.000186

  
	
  85FA-00148

  	
   

  	
  52493.000091 

  and

  52493.000222

  
	
  85FA-00149

  	
   

  	
  52493.000090

  and

  52493.000225

  



 


18

















 


	
  GE Docket
  Number

  	
   

  	
  H&W File No.

  
	
  85FA-00150

  	
   

  	
  52493.000089

  
	
  85FA-00151

  	
   

  	
  52493.000093 

  and

  52493.000212

  
	
  85FA-00152

  	
   

  	
  52493.000095

  
	
  85FA-00153

  	
   

  	
  52493.000096

  
	
  85FA-00154

  	
   

  	
  52493.000221

  
	
  85FA-00155

  	
   

  	
  52493.000099 

  and

  52493.000266

  
	
  85FA-00156

  	
   

  	
  52493.000101 

  and

  52493.000196

  
	
  85FA-00157

  	
   

  	
  52493.000114 

  and

  52493.000193 

  and

  52493.000102

  
	
  85FA-00158

  	
   

  	
  52493.000100

  
	
  85FA-00159

  	
   

  	
  52493.000103

  
	
  85FA-00160

  	
   

  	
  52493.000104 

  and

  52493.000215

  
	
  85FA-00161

  	
   

  	
  File # available

  
	
  85FA-00162

  	
   

  	
  52493.000105

  
	
  85FA-00163

  	
   

  	
  52493.000107 

  and

  52493.000275

  



 


19

















 


	
  GE Docket
  Number

  	
   

  	
  H&W File No.

  
	
  85FA-00164

  	
   

  	
  52493.000108

  
	
  85FA-00165

  	
   

  	
  52493.000109

  
	
  85FA-00166

  	
   

  	
  52493.000110

  
	
  85FA-00167

  	
   

  	
  52493.000111

  
	
  85FA-00168

  	
   

  	
  52493.000112 

  and

  52493.000246

  
	
  85FA-00169

  	
   

  	
  File # available

  
	
  85FA-00170

  	
   

  	
  52493.000121 

  and

  52493.000202

  
	
  85FA-00171

  	
   

  	
  52493.000123 

  and

  52493.000338

  
	
  85FA-00172

  	
   

  	
  52493.000119

  
	
  85FA-00173

  	
   

  	
  52493.000129 

  and

  52493.000243

  
	
  85FA-00174

  	
   

  	
  52493.00128

  
	
  85FA-00175

  	
   

  	
  52493.000127 

  and

  52493.000257

  
	
  85FA-00176

  	
   

  	
  52493.000125

  
	
  85FA-00177

  	
   

  	
  52493.000139 

  and

  52493.000224

  
	
  85FA-00178

  	
   

  	
  52493.000145

  
	
  85FA-00179

  	
   

  	
  52493.000135

  
	
  85FA-00180

  	
   

  	
  52493.000131

  



 


20

















 


	
  GE Docket
  Number

  	
   

  	
  H&W File No.

  
	
  85FA-00181

  	
   

  	
  52493.000134

  
	
  85FA-00182

  	
   

  	
  52493.000136 

  and

  52493.000242

  
	
  85FA-00183

  	
   

  	
  52493.000143

  
	
  85FA-00184

  	
   

  	
  52493.000138

  
	
  85FA-00185

  	
   

  	
  52493.000141

  
	
  85FA-00186

  	
   

  	
  52493.000142

  
	
  85FA-00187

  	
   

  	
  52493.000163 

  and

  52493.000321

  
	
  85FA-00188

  	
   

  	
  File # available

  
	
  85FA-00189

  	
   

  	
  52493.000133 

  and

  52493.000270

  
	
  85FA-00190

  	
   

  	
  52493.000152 

  and

  52493.000256

  
	
  85FA-00191

  	
   

  	
  52493.000151 

  and

  52493.000274

  
	
  85FA-00192

  	
   

  	
  52493.000155 

  and

  52493.000255

  
	
  85FA-00193

  	
   

  	
  52493.000156 

  and

  52493.000278 

  and
52493.000337

  



 


21

















 


	
  GE Docket
  Number

  	
   

  	
  H&W File No.

  
	
  85FA-00194

  	
   

  	
  52493.000157 

  and

  52493.000273

  
	
  85FA-00195

  	
   

  	
  52493.000164

  
	
  85FA-00196

  	
   

  	
  52493.000165 

  and

  52493.000247

  
	
  85FA-00197

  	
   

  	
  52493.000166 

  and

  52493.000265

  
	
  85FA-00198

  	
   

  	
  52493.000162

  
	
  85FA-00199

  	
   

  	
  52493.000233

  
	
  85FA-00200

  	
   

  	
  52493.000229

  
	
  85FA-00201

  	
   

  	
  52493.000185

  
	
  85FA-00202

  	
   

  	
  52493.000234

  
	
  85FA-00203

  	
   

  	
  52493.000237

  
	
  85FA-00204

  	
   

  	
  52493.000238

  
	
  85FA-00205

  	
   

  	
  52493.000239

  
	
  85FA-00206

  	
   

  	
  52493.000161

  
	
  85FA-00207

  	
   

  	
  52493.000168 

  and

  52493.000282

  
	
  85FA-00208

  	
   

  	
  52493.000171 

  and

  52493.000286

  
	
  85FA-00209

  	
   

  	
  52493.000264 

  and

  52493.000172 

  and

  52493.000304

  and

  52493.000343

  



 


22

















 


	
  GE Docket
  Number

  	
   

  	
  H&W File No.

  
	
  85FA-00210

  	
   

  	
  File # available

  
	
  85FA-00211

  	
   

  	
  File # available

  
	
  85FA-00212

  	
   

  	
  52493.000176 

  and
52493.000299

  
	
  85FA-00213

  	
   

  	
  52493.000179

  
	
  85FA-00214

  	
   

  	
  52493.000187

  
	
  85FA-00215

  	
   

  	
  52493.000199

  
	
  85FA-00216

  	
   

  	
  52493.000208

  
	
  85FA-00217

  	
   

  	
  52493.000205

  
	
  85FA-00218

  	
   

  	
  52493.000204

  
	
  85FA-00219

  	
   

  	
  52493.000231

  
	
  85FA-00220

  	
   

  	
  52493.000230

  
	
  85FA-00221

  	
   

  	
  52493.000261

  
	
  85FA-00222

  	
   

  	
  52493.000251 

  and

  52493.000328

  
	
  85FA-00223

  	
   

  	
  52493.000252

  
	
  85FA-00224

  	
   

  	
  52493.000253

  
	
  85FA-00225

  	
   

  	
  52493.000260

  
	
  85FA-00226

  	
   

  	
  52493.000262

  
	
  85FA-00227

  	
   

  	
  52493.000277

  
	
  85FA-00228

  	
   

  	
  52493.000281

  
	
  85FA-00229

  	
   

  	
  52493.000302

  
	
  85FA-00230

  	
   

  	
  52493.000301

  
	
  85FA-00231

  	
   

  	
  52493.000297

  
	
  85FA-00232

  	
   

  	
  52493.000296

  



 


23

















 


	
  GE Docket
  Number

  	
   

  	
  H&W File No.

  
	
  85FA-00233

  	
   

  	
  52493.000295

  
	
  85FA-00234

  	
   

  	
  52493.000303

  
	
  85FA-00235

  	
   

  	
  52493.000298

  
	
  85FA-00236

  	
   

  	
  52493.000300

  
	
  85FA-00237

  	
   

  	
  File # available

  
	
  85FA-00238

  	
   

  	
  52493.000328

  
	
   

  	
   

  	
   

  
	
  85FA-00241

  	
   

  	
  52493.000203 

  and

  52493.000339

  
	
   

  	
   

  	
   

  
	
  85FA-00243

  	
   

  	
  File # available

  
	
  85FA-00244

  (US  85FA-00106)

  	
   

  	
  52493.000170

  (US .000040)

  
	
  85FA-00245

  	
   

  	
  52493.000308

  
	
  85FA-00246

  	
   

  	
  52493.000309

  
	
  85FA-00247

  	
   

  	
  52493.000311

  
	
  85FA-00248

  	
   

  	
  52493.000312

  
	
  85FA-00249

  	
   

  	
  52493.000160

  
	
  85FA-00250

  129271

  RD 30958

  	
   

  	
  52493.000310

  
	
  85FA-00250

  	
   

  	
  52493.000313

  
	
   

  	
   

  	
   

  
	
  85FA-00252

  	
   

  	
  52493.000258

  
	
  85FA-00253

  	
   

  	
  52493.000346

  
	
  85FA-00254

  	
   

  	
  52493.000344

  
	
  Assigned to Genworth

  	
   

  	
  52493.000349

  



 


24

















 


Schedule
2.2(a)(ii)(B)


 


Capital Stock of GE Subsidiaries


 


American Agriculturist
Services, Inc.


American Mayflower Life
Insurance Company of New York


Assigned Settlement, Inc.


Assocred S.A.(1)


Brookfield Life Assurance
Company Limited


California Benefits Dental Plan


Capital Brokerage Corporation


Centurion Capital Group Inc.


Centurion Financial Advisers
Inc.


Centurion-Hesse Investment
Management Corp.


Centurion-Hinds Investment
Management Corp.


CFI Administrators Limited(2)


CFI Pension Trustees Limited
(2)


Consolidated Insurance Group
Limited (3)


Dental Holdings, Inc.


Ennington Properties Limited
(2)


Federal Home Life Insurance
Company


Fee For Service, Inc.


FFRL of New Mexico, Inc.


FFRL Re Corp.


FIG Ireland Limited (2)


Financial Insurance Company
Limited (3)


Financial Insurance Group
Services Limited (2)


Financial Insurance Guernsey
PCC Limited (4)


Financial New Life Company
Limited (5)


First Colony Life Insurance
Company


Forth Financial Resources
Insurance Agency of Massachusetts, Inc.


Forth Financial Resources of
Alabama, Inc.


Forth Financial Resources
(Hawaii), Ltd.


Forth Financial Resources of
Oklahoma Agency, Inc.(6)


Forth Financial Resources of
Texas, Inc.(7)


GE Capital Life Assurance
Company of New York


GE Capital Mortgage Insurance
Company (Canada) (8)


GE Center for Financial
Learning, L.L.C.


GE Financial Assurance Mortgage
Funding Corporation


 












(1)                               transferred
to GEFAHI or one of its subsidiaries on May 18, 2004


(2)                               transferred
to GEFAHI or one of its subsidiaries on May 20, 2004 


(3)                               to
be transferred to GEFAHI or one of its subsidiaries under the UK Transfer Plan
or FACL Fallback Stock Transfer Agreement


(4)                               transferred
to GEFAHI or one of its subsidiaries on May 19, 2004


(5)                               transferred
to GEFAHI or one of its subsidiaries on March 25, 2004


(6)                               Stock
of these corporations is owned by individuals affiliated with the Genworth
Group.


(7)                               Stock
of these corporations is owned by individuals affiliated with the Genworth
Group.


(8)                               transferred
to GEFAHI or one of its subsidiaries on [May   ], 2004


 


 


1

















 


GE Financial Assurance, Compania de Seguros y Reaseguros de Vida S.A.
(3)


GE Financial Insurance, Compania de Seguros y Reaseguros S.A. (3)


GE Financial Trust Company


GE Group Administrators, Inc.


GE Group Life Assurance Company


GE Group Retirement, Inc.


GE Life and Annuity Assurance
Company


GEMIC Holdings Company


GE Mortgage Contract Services,
Inc.


GE Mortgage Holdings, LLC


GE Mortgage Insurance
(Guernsey) Limited (9)


GE Mortgage Insurance Co. Pty.
Ltd.


GE Mortgage Insurance Finance
Holdings Pty Ltd.


GE Mortgage Insurance Finance
Pty Ltd.


GE Mortgage Insurance Holdings
Pty Ltd.


GE Mortgage Insurance Limited(9)


GE Mortgage Reinsurance
Corporation of North Carolina


GE Mortgage Services Limited


GE Mortgage Solutions Limited


GE Private Asset Management,
Inc.


GE Residential Mortgage
Insurance Corporation of North Carolina


GE Seguros del Centro, S.A. de C.V.


GEFA International Holdings,
Inc.


GEFA Special Purpose Five, LLC


GEFA Special Purpose Four, LLC


GEFA Special Purpose One, LLC


GEFA Special Purpose Six, LLC


GEFA Special Purpose Three, LLC


GEFA Special Purpose Two, LLC


GEFA UK Finance Limited


GEFA UK Holdings Limited


General Electric Capital
Assurance Company


General Electric Home Equity
Insurance Corporation of North Carolina


General Electric Mortgage
Insurance Corporation


General Electric Mortgage
Insurance Corporation of North Carolina


Genworth Financial Asset
Management, LLC


GFCM LLC


GNA Corporation


GNA Distributors, Inc.


HGI Annuity Service Corporation


Hochman & Baker, Inc.


Hochman & Baker Insurance
Services, Inc.


Hochman & Baker Investment
Advisory Services, Inc.


Hochman & Baker Securities,
Inc.


IFN Insurance Agency, Inc.


Jamestown Life Insurance
Company


LTC, Incorporated


 












(9)          transferred to GEFAHI or one of its subsidiaries on
April 1, 2004


 


2

















 


Mayflower Assignment
Corporation


Newco Properties, Inc.


Private Residential Mortgage
Insurance Corporation


Professional Insurance Company


RD Plus S.A.(1)


River Lake Insurance Company


Security Funding Corporation


Sponsored Captive Re, Inc.


Terra Financial Planning Group,
Ltd.


Terra Securities Corporation


The Terra Financial Companies,
Ltd.


UK Group Holding Company
Limited


United Pacific Structured
Settlement Company


Verex Assurance, Inc.


Viking Insurance Company, Ltd.(10)


WorldCover Direct Limited (11)


 












(10)         transferred to GEFAHI on
                      


(11)         transferred to GEFAHI or one of its subsidiaries on
May 20, 2004


 


3

















 


Schedule
2.2(a)(ii)(C)


 


Capital Stock GE Affiliates


 


 


•                                          5,125
shares of Federal Home Life Insurance Company Common Stock


 


•                                          800
shares of GE Life and Annuity Assurance Company’s Common Stock


 


 


1

















 


Schedule
2.2(b)(i)


 


Excluded Assets


 


1.               Any
cash and cash equivalents held by GEFAHI at the Closing.


 


2.               All
Assets of Vie Plus S.A. to the extent not relating to its payment protection
business, including, but not limited to the OPUS Life System.


 


3.               All Assets of
Financial Insurance Group Services Limited (“FIGSL”)
which demonstrably and solely relate to a business or the support of a business
of a member of the GEIH Group (as defined in the European Transition Services
Agreement but excluding any European Creditor Business Entity ) (the “GEIH Business”) except for those Assets
which relate to the GEIH Business solely by virtue of FIGSL’s obligations
pursuant to the support of the GEIH Business pursuant to the European
Transition Services Agreement.


 


4.               Any
financial reserves related to any interests in real properties being retained
by, or transferred to, a member of the GE Group.


 


5.               Any
financial reserves established in connection with any contractual Liabilities
being retained by, or transferred to, a member of the GE Group.


 


6.               All capital stock
of Centerprise Advisors, Inc., including all Series A Redeemable Preferred
Stock, all Stapled Voting Preferred Stock and all Series A Warrants to purchase
common stock.


 


7.               All
capital stock in the following companies:


 


•                  AEC Signature
Industries Limited


•                  Champion General
Agency, Inc.


•                  Credit Card
Sentinel, Inc.


•                  GE Capital
Insurance Agency, Inc. and its Subsidiaries


•                  GE Dental &
Vision


•                  GE Administraco de Garantias e Participacoes Ltda.


•                  GE Administraco de Garantias do Brasil Ltda.


•                  GE Asset
Management Co., Ltd.


•                  GE Investment
Distributors, Inc.


•                  GE Motor Club of
California, Inc.


•                  GE Motor Club,
Inc.


•                  GE Retirement
Services, Inc.


•                  GEFA Subsidiary
I, Inc.


•                  Genworth
Financial, Inc.


•                  Heritage
Casualty Insurance Company


•                  National Dental
Service, Inc.


 


 


1

















 


•                  Ocoma
Industries, Inc.


•                  SCI Laborde


•                  Scrip Plus


•                  Signature
Agency, Inc.


•                  Signature
Financial/Marketing, Inc.


•                  Signature’s
Nationwide Auto Club of California, Inc.


•                  Signature’s
Nationwide Auto Club, Inc.


•                  Union Fidelity
Life Insurance Company


•                  Trooper Communications Corporation and Trooper
Investment, Inc. including the partnership interest of Colonial Valley
Data, Inc.


 


8.               All
members’ interests in GEFA Real Estate Holdings, LLC (together with
subsidiaries: Forrer FA LLC, Franklin FA LLC, Glendale FA LLC, Park Center FA
LLC, PewaukeeFA LLC, Riverside
Distribution LLC and Eastgate Distribution Center LLC)


 


9.               Any
asset of GEFAHI related solely to the business of the GE Asset Management
Marketing & Client Service business segment, including, without limitation,
furniture, equipment, computer hardware, prepaid NASD fees and any other
prepaid expenses, intercompany receivables and capitalized 401(k) client
implementation costs.


 


10.         All
interests in Apollo Real Estate Investment Fund IV, G3 Strategic Investments
Fund and Drawbridge Special Opportunities Fund


 


11.         The
software fixed asset balances including but not limited to those identified on
GEFAHI’s stand-alone balance sheet as of March 31, 2004 that relate solely to
the business of the GE Asset Management Marketing & Client Service business
segment (fka and aka Asset Management Services or AMS), including but not
limited to the following software systems and/or websites, STARS, STACI, CRM,
Client Reporting and geassetmanagement.com and related websites.  Generally such software fixed asset balances
are included in the following GEFAHI general ledger accounts for site 10:  171951, 171952, 171953, 171954, 172951,
172952, 172953, 172954.


 


12.         Any
assets in respect of the reserves and other financial statement entries or
adjustments described in paragraph 2 on Schedule 2.3(b)(iv) in connection
with the transactions contemplated by that certain Stock Purchase Agreement
among Brookfield Life Assurance Company, Ltd., General Electric Capital
Corporation, GE Capital Asia Investments, GEFAHI and American International
Reinsurance Company, Ltd. dated as of June 26, 2003, as amended as of August
29, 2003


 


13.         Proceeds
from the liquidation of GE Edison Systems.


 


14.         The
intellectual property listed on Exhibit 1 to Schedule 2.2(b)(i) hereto.


 


15.         The
tax benefits recognized by GEFAHI as a result of the Separation and the
338(h)(10) elections.


 


2

















 


16.         The
following Assets of GEFAHI or GNA to be retained by GEFAHI or other members of
the GE Group (the general ledger account numbers following the description of
the Assets are the account numbers in which the Assets were reflected as of
March 31, 2004 and are included herein for illustrative purposes only):


 


•                  Intercompany receivables from members of the
GE Group, including the following receivables from members of the GE Group:
[182122 (Due from Heritage Insurance Group, Inc.), 182124 (Due from Westwood
Warranty Corp.), 182214 (Due from Heritage Insurance Company), 182215 (Due from
UFLIC), 182218 (Due from Heritage Indemnity), 182220 (Due from Heritage
Casualty Insurance Company), 182222 (Due from WWIC), 182416(Due from GEID), 182435
(Due from Ocoma Industries.), 182442 (Due from GE Motor Club, Inc.), 182443
(Due from GE Dental & Vision), 182444 (Due from National Dental Services),
182456 (Due from Signature Nationwide Auto) 182457 (Due from Signature Agency,
Inc.), 182621 (Due from Business Share), 182625 (Due from GE Capital
Administrative Services), 182626 (Due from GE Capital Warranty Corp.), 182627
(Due from Heritage Mechanical Breakdown), 182628 (Due from GE Capital
Management Corp.), 182629 (Due from GE4C, Inc.), 182431( Due from Monogram
General Agency of FL), 182224 (Due from Westwood Life Insurance Co.), 182434
(Due from Signature Financial/Marketing), 182449 (Due from Credit Card
Sentinel), 182163 (Due from Cap Corp COTUSD), 182166 (Due from GEFAHI COTUSD),
182105 (Due from GELCO)


•                  Series A Preferred stock of GE Asset
Management Incorporated  [111151]


•                  Partnership Interest of Putnam Lovell Equity
Partners LP [140751, 140752, 140753]


•                  Shares (and any
proceeds from the disposition thereof prior to the Closing Date) in any of the
GE mutual funds, including shares of GE Funds Premier Value Equity Fund
(Classes A, B, C and Y) [111251,
111252, 111254, 111256, 111280, 111281, 111282, 111283, 111276] held by
GEFAHI.


•                  Lexington Precision Fixed Income Securities
[110351, 110352, 110355, 110383].


•                  Mikron Holdings AG Fixed Income Securities
[110451]


•                  Mikron Holdings AG Equity securities [111000,
111051, 111052, 111054, 111056, 111080, 111081, 111083, 111076].


•                  Preferred Stock Investments in Hawaiian
Electric and Maui Electric Co. [111100, 111151, 111180, 111181, 111183]


 


3

















 


Exhibit 1 to Schedule
2.2(b)(i)


 


 


EXCLUDED INTELLECTUAL PROPERTY ASSETS


 


 


I.              All trademarks,
service marks, trade names, service names, taglines, slogans, industrial
designs, brand names, brand marks, trade dress rights, Internet domain names,
identifying symbols, logos, emblems, signs or insignia, meta tags, Website
search terms and key words containing “GE” or “General Electric” or “GEFA”
either alone or in combination with other letters, symbols, words or phrases,
including without limitation:


 


(i)            The following domain
name registered to GE SEGUROS: GESEGUROS.COM;


 


(ii)           The following domain
names registered to GE CAPITAL MORTGAGE INSURANCE CO. (CANADA): GEMORTGAGEINSURANCE.COM,
GEMORTGAGE.COM, GE-MI.COM; and


 


(iii)


 


	
  ge-advisors.co.uk

  
	
  geca-emprunteur.fr

  
	
  geca.fr

  
	
  gecapital-assurances.fr

  
	
  gecapitalassurances.tm.fr

  
	
  gecas.co.uk

  
	
  ge-direct.co.uk

  
	
  geequityrelease.co.uk

  
	
  gefa.co.uk

  
	
  gefacl.co.uk

  
	
  ge-facl.co.uk

  
	
  gefi.ch

  
	
  gefi.co.uk

  
	
  gefi.es

  
	
  gefi.ie

  
	
  gefi.nl

  
	
  gefi.no

  
	
  gefi.pt

  
	
  gefideutschland.de

  
	
  gefi-deutschland.de

  



 


4

















 


	
  gefieurope.co.uk

  
	
  gefi-ireland.ie

  
	
  gefiitalia.it

  
	
  gefinancialassurance.co.uk

  
	
  gefinancialeurope.co.uk

  
	
  gefinancialinsurance.ch

  
	
  gefinancialinsurance.co.uk

  
	
  gefinancialinsurance.de

  
	
  gefinancialinsurance.nl

  
	
  gefinederland.nl

  
	
  ge-i.co.uk

  
	
  geifa.co.uk

  
	
  ge-ifa.co.uk

  
	
  geih.co.uk

  
	
  ge-ih.co.uk

  
	
  geinsurance.co.uk

  
	
  geinsuranceholdings.co.uk

  
	
  geinsuranceservices.co.uk

  
	
  ge-is.co.uk

  
	
  gelife.co.uk

  
	
  ge-life.co.uk

  
	
  gelifeinvestment.co.uk

  
	
  generalelectricinsurance
  holdings.co.uk

  
	
  gepensions.co.uk

  
	
  ge-travel-insurance.co.uk

  
	
  ge-travelinsurance-services.co.uk

  
	
  gevakuutus.fi

  



 


II.            For the avoidance of doubt, the foregoing
shall not preclude Genworth and its Affiliates from using, owning and/or
registering trademarks, service marks, trade names, service names, taglines,
slogans, industrial designs, brand names, brand marks, trade dress rights,
Internet domain names, identifying symbols, logos, emblems, signs or insignia,
meta tags, Website search terms and key words from which “GE”, “General
Electric” and “GEFA” have been removed and/or replaced with “Genworth” or words
other than “GE”, “General Electric” or “GEFA”, provided that Genworth and its
affiliates do not highlight, isolate, or emphasize the letters “GE” alone in
the “Genworth” name or mark or derivatives thereof.


 


5

















 


Schedule
2.2(b)(ii)


 


Excluded Contracts


 


 


1.                                       Those
contracts and arrangements listed in Schedule 1.1(b) that are not being
assigned to Genworth.


 


2.                                       All
contracts of Vie Plus S.A. to the extent not relating to its payment protection
business, including the marketing, sale, and administration thereof.


 


3.                                       All
real property agreements that relate to the GEIH Business including but not
limited to:


 


•                                          Lease
of Vantage West, Great West Road Brentford dated 1 May 1995 between (1)
Wimgrove Property Trading Limited (2) Financial Insurance Group Services
Limited (3) Diplema 155 Limited and ancillary documents.


 


•                                          Lease
of Oliver House, 19/23 Windmill Hill Enfield dated 23 March 1990 and registered
in the name of Financial Insurance Group Services Limited under title number
EGL267940.


 


•                                          Lease
of Wenlock House, Eaton Road Enfield dated 9 May 1975 and registered in the
name of Financial Insurance Group Services Limited under title number
NGL261810.


 


•                                          Lease
of Radcliffe House, Keynes House and Pease House, Priory Park, Hitchin dated 8
April 2002 between (1) GE Pensions Limited (2) Financial Insurance Group
Services Limited (3) GE Insurance Holdings Limited and registered under title
number HD408267.


 


•                                          Lease
of 25 Car Parking Spaces at Priory Park Hitchin dated 8 April 2002 between (1)
GE Pensions Limited (2) Financial Insurance Group Services Limited (3) GE
Insurance Holdings Limited.


 


•                                          Underlease
of 88 Car Parking Spaces in the Woodland Car Park at Hitchin Conference and
Banqueting Centre Hitchin dated 8 April 2002 between (1) GE Pensions Limited
(2) Financial Insurance Group Services Limited.


 


•                                          Underlease
of The Remote Computer Room at Priory Park Hitchin between (1) The Chartridge
Conference Company Limited (2) National Mutual Life Assurance Society and
assigned to Financial Insurance Group Services Limited by GE Pensions Limited
by a deed dated 8 April 2002.


 


•                                          Lease
of Penne House, Sheen Road Richmond dated 29 September 1988 and registered in
the name of Financial Insurance Group Services Limited under title number SGL
520430.


 


 


1

















 


•                                          Lease
of Unit 6 Mowlem Trading Estate, Leeside Road Tottenham London N17 dated 20
June 1988 between (1) Currys Group PLC (2) Financial Insurance Group Services
Limited.


 


•                                          Lease
of Office Suite 5.8 The Beacon, Glasgow dated 18 November 2003 between (1)
Abbey Business Centres Limited and (2) Financial Insurance Group Services
Limited


 


4.                                       Real
property agreements for space where Genworth is no longer located:


 


•                                          Lease
dated April 6, 2000 between AMG Realty Partners, LP and General Electric Capital
Assurance Company for space located at 1600 Los Gamos Drive Suite 180, San
Rafael, CA, USA.


 


•                                          Lease
dated January 1, 1992, as amended September 1, 1992, between Trinity Center,
LLC and GNA Corporation for space located at 115 Broadway, New York, NY, USA.


 


5.                                       Real
property agreements that relate to the GE Asset Management Marketing &
Client Service business segment including but not limited to:


 


•                                          Sublease
dated April 10, 2003 between General Electric Capital Corporation and GNA
Corporation for space located at 100 California Street, Suite 100, San
Francisco, CA, USA.


 


•                                          Sublease
dated March 24, 2003, as amended August 6, 2003, between GE Real Estate and GNA
Corporation for space located at 1000 Windward Concourse, Alpharetta, GA, USA.


 


•                                          Undocumented
agreement between GE - CF and GNA Corporation for space located at 500 West
Monroe Street, Chicago, IL, USA.


 


•                                          Sublease
dated December 6, 2001 between GE Medical Protective and GNA Corporation for
space located at 5814 Reed Road, Fort Wayne, IN, USA.


 


•                                          Sublease
dated August 7, 2003 between GE Real Estate and GNA Corporation for space
located at 125 Summer Street, Boston, MA, USA.


 


6.                                       Lease
commencing 15th July, 1999 between the Landlord, Three X Communications
Limited (as tenant) and Financial Insurance Group Services Limited (as surety).


 


7.                                       Agreement
between Financial Insurance Group Services Limited, Namulas Pension Trustees
Limited and GE Pensions Limited dated 5th April 2002.


 


8.                                       The
agreements listed on Annex A (Ops & Sourcing) and Annex B (IT Documents).


 


9.                                       The
agreements listed on Annex C (GE Europe)


 


2

















 


Annex A


 


Schedule 2.2(b)(ii)


to


Master Agreement


(Ops & Sourcing)


 


Section
A (Complete Transfer):


 


	
  No.

  	
   

  	
  Contract Name

  	
   

  	
  Agreement Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  1.

  	
   

  	
  SOW,
  Fort Washington, PA Site Services— Genworth retains Master Management
  Services Agreement

  	
   

  	
  9/1/2003

  	
   

  	
  Pitney
  Bowes Inc.

  	
   

  	
  GNAC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Master
  Services Agreement Adoption Agreement III - Heritage Life Pre-Need - Genworth
  retains Master Services Agreement

  	
   

  	
  Undated

  	
   

  	
  Transaction
  Applications Group, Inc.

  	
   

  	
  GNAC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  SOW,
  Stanford Receptionist Services-Genworth retains Master Services Agreement

  	
   

  	
  11/21/2003

  	
   

  	
  Pitney
  Bowes

  	
   

  	
  GNA

  



 


Section
B: GE owns Master, split


 


The
GE Group shall retain the following master agreements and shall retain any
licenses, leases, addendums and similar arrangements thereunder pursuant to
which any software, hardware, equipment or services are acquired that do not
relate primarily to the Genworth Business. 
Any licenses, leases, addendums and similar arrangements in the name of
any member of the Genworth Group that relate primarily to the GE Group shall be
assigned to the GE Group.  All licenses,
leases, addendums and similar arrangements under any of the following master
agreements in the name of any member of the Genworth Group that relate
primarily to the Genworth Business shall be retained by the Genworth Group.


 


	
  No.

  	
   

  	
  Contract Name

  	
   

  	
  Agreement Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  16.

  	
   

  	
  Variation
  Agreement

  	
   

  	
  12/19/2003

  	
   

  	
  Experian
  Ltd (formerly CCN Group Ltd)

  	
   

  	
  GE
  Capital Corp

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  Master
  Professional Printing Services Agreement

  	
   

  	
  3/5/2003

  	
   

  	
  FCL
  Graphics Incorporated

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  License
  Agreement Amendment

  	
   

  	
  8/31/2000

  	
   

  	
  FinanCenter,
  Inc. (“FinanCenter”)

  	
   

  	
  GEMICO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  Quote
  and Linking Agreement

  	
   

  	
  9/9/1999

  	
   

  	
  FinancCenter,
  Inc.

  	
   

  	
  GEFAHI
  (Substituted as contracting entity for GE Capital) & GE Center for
  Financial Learning

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  Master
  Services Agreement

  	
   

  	
  7/3/2003

  	
   

  	
  Kelly
  Services, Inc.

  	
   

  	
  General
  Electric Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  Noosh,
  Inc. Print Buyer Agreement

  	
   

  	
  12/31/2003

  	
   

  	
  Noosh,
  Inc.

  	
   

  	
  GNA
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  Master
  Professional Printing Services Agreement

  	
   

  	
  8/30/2002

  	
   

  	
  Service
  Envelope Corporation

  	
   

  	
  GEFAHI

  



 


3

















 


	
  No.

  	
   

  	
  Contract Name

  	
   

  	
  Agreement Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  23.

  	
   

  	
  Agreement
  for Purchase of Products

  	
   

  	
  4/16/2001

  	
   

  	
  Xerox
  Corporation

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
   

  	
  Agreement
  between AT&T and various subsidiaries of GE Financial Assurance

  	
   

  	
  4/1/2001

  	
   

  	
  AT&T
  Corp.

  	
   

  	
  UFLIC,
  CPFIC, SA, CCS, GCDP & GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  Master
  Services Agreement (including Exhibit A; General Agent/Brokerage General
  Agent Agreement)

  	
   

  	
  5/30/2000

  	
   

  	
  Insurance
  Answer Center, Inc.

  	
   

  	
  GEFAHI

  



 


Section
C: Genworth owns Master, split


 


The
following master agreements and any licenses, leases, addendums and similar
arrangements thereunder pursuant to which any software, hardware, equipment or
services are acquired that relate primarily to the Genworth Business shall be
owned by a member of the Genworth Group. 
All licenses, leases, addendums and similar arrangements under any of
the following master agreements in the name of any member of the Genworth Group
that do not relate primarily to the Genworth Business shall be assigned to a
member of the GE Group.


 


 


	
  No.

  	
   

  	
  Contract Name

  	
   

  	
  Agreement Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  7.

  	
   

  	
  Multipurpose
  Confidentiality Agreement

  	
   

  	
  4/14/2003

  	
   

  	
  The
  Wackenhut Corporation

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Services
  Contract (with addenda for various locations;  5 .pdf files)

  	
   

  	
  12/12/2001

  	
   

  	
  The
  Wackenhut Corporation

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  On-Line
  Service Subscription Agreement

  	
   

  	
  12/27/2001

  	
   

  	
  OneSource
  Information Services, Inc.

  	
   

  	
  GEFAHI

  



 


4

















 


Annex
B


 


Schedule
2.2(b)(ii)


Master
Agreement Schedules


(IT
documents)


 


Section B: GE owns Master, split


 


The
GE Group shall retain the following master agreements and shall retain any
licenses, leases, addendums and similar arrangements thereunder pursuant to
which any software, hardware, equipment or services are acquired that do not
relate primarily to the Genworth Business. 
Any licenses, leases, addendums and similar arrangements in the name of
any member of the Genworth Group that relate primarily to the GE Group shall be
assigned to the GE Group.  All licenses,
leases, addendums and similar arrangements under any of the following master
agreements in the name of any member of the Genworth Group that relate
primarily to the Genworth Business shall be retained by the Genworth Group.


 


	
  Contract
  Name

  	
   

  	
  Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  Information Technology Services Agreement
  and Predecessor Agreements

  	
   

  	
  1/1/2004

  	
   

  	
  TCS

  	
   

  	
  General
  Electric International, Inc. (“GEII”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Information Technology Services Agreement
  and Predecessor Agreements

  	
   

  	
   

  	
   

  	
  Patni
  Computer Systems LTD

  	
   

  	
  General
  Electric International, Inc. (“GEII”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Lease/Rental Agreement

  	
   

  	
  2/10/1995

  	
   

  	
  Hewlett-Packard
  Company = Lessor

  	
   

  	
  General
  Electric Company = Lessee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Information Technology Services Agreement
  and Predecessor Agreements

  	
   

  	
   

  	
   

  	
  Satyam
  Computer Services

  	
   

  	
  General
  Electric International, Inc. (“GEII”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Lease Agreement

  	
   

  	
  Undated

  	
   

  	
  Sun
  Microsystems Finance = Lessor

  	
   

  	
  General
  Electric Company = Lessee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License Agreement

  	
   

  	
  6/25/2001

  	
   

  	
  Sun
  Microsystems, Inc. (“Sun”)

  	
   

  	
  General
  Electric Company = Licensee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Global Master Purchase/Service Agreement

  	
   

  	
  7/1/2003

  	
   

  	
  Avaya
  World Services, Inc. = Avaya

  	
   

  	
  General
  Electric Company = Customer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lease Agreement

  	
   

  	
  2/28/1988

  	
   

  	
  AT&T
  Credit Corp.

  	
   

  	
  General
  Electric Co.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Lease and Finance Agreement

  	
   

  	
  10/19/1999

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master License Agreement

  	
   

  	
  9/20/1999

  	
   

  	
  Lotus
  Development Corporation

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Managed Network Solutions Agreement

  	
   

  	
  Undated (although amendments indicate a date of
  11/5/1999)

  	
   

  	
  AT&T Solutions (“AT&T”)

  	
   

  	
  General
  Electric Company (“Customer”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Wide Area Networking Services
  Agreement

  	
   

  	
  Undated

  	
   

  	
  AT&T
  Corp. (“AT&T”)

  	
   

  	
  General
  Electric Company (“Company”)

  



 


5

















 


	
  Contract
  Name

  	
   

  	
  Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  AT&T Wireless Services National
  Accounts Agreement

  	
   

  	
  7/24/1998

  	
   

  	
  AT&T
  Wireless Services National Accounts, Inc., as agent for Carriers (“AWS”).
  “Carrier” means companies who operate commercial mobile radio
  telecommunications systems who are either under common control with AWS or
  have agreed to participate in AWS’ National Accounts Program, each as to a
  licensed area. (Recitals)

  	
   

  	
  General
  Electric Company (“Customer”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a. National Cellular Agreement

  b. and c. Application for Service

  	
   

  	
  a. 1/24/2000

  b. and c. Undated

  	
   

  	
  a.
  Celco Partnership d/b/a Bell Atlantic Mobile (“BAM”)

  b. and c. Verizon

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Purchase, License and Service Agreement

  	
   

  	
  3/23/1995

  	
   

  	
  FileNet
  Corporation (“FileNet”)

  	
   

  	
  General
  Electric Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Software License and Installation
  Agreement

  	
   

  	
  3/21/1997

  	
   

  	
  Pegasystems
  Inc. (“Pega”)

  	
   

  	
  GE
  Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Recovery Services Agreement and all
  schedules

  	
   

  	
  7/1/1997

  	
   

  	
  SunGard
  Recovery Services, Inc.

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master License Agreement No. 131362 For
  Distributed Systems Software

  	
   

  	
  3/30/2001

  	
   

  	
  Compuware
  Corporation (“Compuware”)

  	
   

  	
  General
  Electric Company (“GE”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License and Services Agreement

  	
   

  	
  Undated

  	
   

  	
  Siebel
  Systems, Inc. (“Siebel”)

  	
   

  	
  GE
  Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License and Services Agreement

  	
   

  	
  Undated

  	
   

  	
  Siebel
  Systems, Inc. (“Siebel”)

  	
   

  	
  GE
  Capital Services, Inc.  = Customer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Wide Area Networking Agreement

  	
   

  	
  Undated

  	
   

  	
  Qwest
  Communications Corporation (“Qwest”)note: name is now Visinet

  	
   

  	
  General
  Electric Corporation (“GE”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sprint PCS Premier Account Term Service Agreement (Version 11.99)

  	
   

  	
  1/17/2000

  	
   

  	
  Sprint Spectrum L.P. d/b/a
  Sprint PCS

  	
   

  	
  General Electric Company
  (“GE Co.”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Wide Area Networking Services
  Agreement

  	
   

  	
  10/1/2002

  	
   

  	
  Sprint
  Communications Company, L.P. (“Sprint”)

  	
   

  	
  General
  Electric Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VPNterprise Communications Services
  Agreement

  	
   

  	
  5/1/2003

  	
   

  	
  Fiberlink
  Communications Corporation

  	
   

  	
  General
  Electric Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Services Agreement (without
  limitation, Genworth receives the Cisco Email Messenger)

  	
   

  	
   

  	
   

  	
  Cisco
  Systems, Inc. (“Cisco”)

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Basic Ordering Agreement

  	
   

  	
  1/30/1992

  	
   

  	
  Cisco
  Systems, Inc. (“Cisco”)

  	
   

  	
  General
  Electric Co.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  License Agreement for Open System Products

  	
   

  	
  12/31/1998

  	
   

  	
  BMC
  Software Distribution, Inc. (“BMC”)

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  General Electric License to Use Informatica
  Software

  	
   

  	
  No date provided

  	
   

  	
  Informatica
  Corporation (“Informatica”)

  	
   

  	
  General
  Electric Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Perpetual License Agreement for Computer
  Software Products

  	
   

  	
  3/27/1985

  	
   

  	
  Computer
  Network Corporation (“CNC”)

  	
   

  	
  General
  Electric Credit Corporation [now General Electric Capital Corporation]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Settlement and Release Agreement

  	
   

  	
  12/28/1998

  	
   

  	
  International
  Business Machines Corporation (“IBM”) , Group 1 Software, Inc.

  	
   

  	
  General
  Electric Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First Amended and Restated Enterprise
  License Agreement

  	
   

  	
  7/1/2001

  	
   

  	
  Computer
  Associates International, Inc.

  	
   

  	
  General
  Electric Company

  



 


6

















 


	
  Contract
  Name

  	
   

  	
  Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  Trillium Software System License and
  Professional Services Agreement

  	
   

  	
  7/19/19999

  	
   

  	
  Harte
  Hanks Data Technologies

  	
   

  	
  GE
  Capital Corp

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License Agreement

  	
   

  	
  6/19/2000

  	
   

  	
  Business
  Objects Americas

  	
   

  	
  GE
  Capital Services Inc

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License and Services Agreement

  	
   

  	
  8/1/1998

  	
   

  	
  AppWorx
  Corporation

  	
   

  	
  General
  Electric Corp

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GE-EMC Master Global Procurement Agreement

  	
   

  	
  11/16/2001

  	
   

  	
  EMC
  Corporation

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Wide Area Networking Services
  Agreement

  	
   

  	
  6/4/2002

  	
   

  	
  Broadwing
  Communications Services, Inc.

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Contract Service Arrangement
  Agreement

  	
   

  	
  9/19/2000

  	
   

  	
  BellSouth
  Telecommunications, Inc.

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License and Services Agreement

  	
   

  	
  5/31/2002

  	
   

  	
  Oracle
  Corporation

  	
   

  	
  a.
  General Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Microsoft/GE License Agreement

  	
   

  	
  2/1/2000

  	
   

  	
  MSLI,
  GP

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enterprise License Agreement Renewal
  Addendum

  	
   

  	
  7/27/2002

  	
   

  	
  Citrix
  Systems Inc.

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enterprise License Agreement

  	
   

  	
  11/10/2000

  	
   

  	
  Courion
  Corporation (“Courion”)

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License Agreement

  	
   

  	
  Undated (The license agreement is effective upon
  acceptance.)

  	
   

  	
  Attachmate

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GE-Internet Security Systems, Inc.
  Enterprise Software License Subscription

  	
   

  	
  12/28/1998

  	
   

  	
  Internet
  Security Systems, Inc. (“ISS”)

  	
   

  	
  General
  Electric Company (“GE”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License Agreement between
  Netegrity, Inc. and General Electric Company

  	
   

  	
  8/2/1999

  	
   

  	
  Netegrity,
  Inc. (“Netegrity”)

  	
   

  	
  General
  Electric Company (“GE”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Information Technology Services Agreement
  and Predecessor Agreements

  	
   

  	
   

  	
   

  	
  Birlasoft

  	
   

  	
  General
  Electric International

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lasercycle Supply Agreement

  	
   

  	
  7/28/2000

  	
   

  	
  LASERCYCLE
  INKCYCLE

  	
   

  	
  GE
  Capital Corporation  GEMICO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Appropriation Request

  	
   

  	
  7/16/2003

  	
   

  	
  GXS

  	
   

  	
  GE
  Capital Mortgage (GE Mortgage Holdings, LLC)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Advanced Server and Services Agreement

  	
   

  	
   

  	
   

  	
  Red
  Hat, Inc.

  	
   

  	
  General
  Electric Global Computer Operations

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Custom International Customer Support
  Program Agreement

  	
   

  	
  2/1/1997

  	
   

  	
  SunService
  Division, Sun Microsystems, Inc.

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Technology Services Agreement

  	
   

  	
   

  	
   

  	
  International
  Business Machines Corporation (“IBM”)

  	
   

  	
  GE
  Capital Corp.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Agreement for Call Center Quality
  Monitoring Systems

  	
   

  	
  8/18/1999

  	
   

  	
  Teknekron
  Infoswitch Corp

  	
   

  	
  GE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S. Corporate End User License Agreement

  	
   

  	
  1/31/2003

  	
   

  	
  Network
  Associates, Inc.

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License Agreement

  	
   

  	
  12/26/2001

  	
   

  	
  GE
  Information Services, Inc.

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Addendum to Software License Agreement

  	
   

  	
  12/26/2001

  	
   

  	
  Global
  eXchange Services Canada, Inc.

  	
   

  	
  GE
  Capital Mortgage Insurance Company (Canada) (“GECMICAN”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Electronic Commerce Services Agreement

  	
   

  	
  6/28/2002

  	
   

  	
  Global
  eXchange Services Canada, Inc.

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Canon Copier Agreement

  	
   

  	
  5/11/2001

  	
   

  	
  Canon
  U.S.A., Inc.

  	
   

  	
  General
  Electric Corporation

  



 


7

















 


	
  Contract
  Name

  	
   

  	
  Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  GE/Ricoh Corporation National Account
  Agreement and Amendment Number One to National Agreement by and between Ricoh
  Corporation and GE Company

  	
   

  	
  1/1/2001

  	
   

  	
  Ricoh
  Corporation

  	
   

  	
  GE
  Company Corporate Initiatives Group

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GE-Compaq Master Purchase and Services
  Agreement

  	
   

  	
  5/21/2002

  	
   

  	
  Compaq
  Computer Corporation

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master License Agreement

  	
   

  	
  11/00/1999

  	
   

  	
  Broadvision
  Inc

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Agreement for Data Imaging Services

  	
   

  	
   

  	
   

  	
  Anacomp,
  Inc.

  	
   

  	
  GE
  Capital

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Network Services Agreement - Yield Book

  	
   

  	
  1/16/1995

  	
   

  	
  Analytics
  Technology Corporation (“ATC”)

  	
   

  	
  GEAM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software Licensing Agreement - Yield Book

  	
   

  	
  1/16/1995

  	
   

  	
  Salomon
  Brothers Inc (“Salomon”)

  	
   

  	
  GEAM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Standard & Poor’s Master Subscription
  Agreement, S&P Ratings Direct Credit Wire Only.

  	
   

  	
  6/1/2003

  	
   

  	
  Standard
  & Poor’s (“S&P”)

  	
   

  	
  GEAM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Moody’s KMV Subscription Agreement

  	
   

  	
  2/1/2003

  	
   

  	
  Moody’s
  KMV Company (“Moody’s”)

  	
   

  	
  General
  Electric Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  System License Agreement Bondedge for
  Windows, Enterprise Edition

  	
   

  	
  6/14/1999

  	
   

  	
  Capital
  Management Sciences (“CMS”)

  	
   

  	
  GEAM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Leasing Agreement(4)

  	
   

  	
  11/21/2003

  	
   

  	
  Sun
  Microsystems Finance

  	
   

  	
  GEAM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bloomberg Agreement #145083

  	
   

  	
  8/24/1995

  	
   

  	
  Bloomberg
  L.P.

  	
   

  	
  GEAM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bloomberg Agreement #107247

  	
   

  	
  8/19/1994

  	
   

  	
  Bloomberg
  L.P.

  	
   

  	
  GEAM

  



 


Section C: Genworth owns Master, split


 


The
following master agreements and any licenses, leases, addendums and similar
arrangements thereunder pursuant to which any software, hardware, equipment or
services are acquired that relate primarily to the Genworth Business shall be
owned by a member of the Genworth Group. 
All licenses, leases, addendums and similar arrangements under any of
the following master agreements in the name of any member of the Genworth Group
that do not relate primarily to the Genworth Business shall be assigned to a
member of the GE Group.


 


	
  Contract
  Name

  	
   

  	
  Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  Master Lease Agreement

  	
   

  	
  10/20/2000

  	
   

  	
  Dell
  Financial Services, L.P. (“Dell”)

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master Lease Agreement

  	
   

  	
  8/26/2003

  	
   

  	
  Comsource,
  Inc. (“Comsource”)

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GEFAHI Master Lease Agreement

  	
   

  	
  EMC Corporation

  	
   

  	
  GEFAHI

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  License Agreement

  	
   

  	
  12/31/2001

  	
   

  	
  Classic
  Solutions Pty Limited (“Classic”)

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Mercury
  Interactive

  	
   

  	
  GEFAHI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software License Agreement

  	
   

  	
  No date provided

  	
   

  	
  Edify
  Corporation (“Edify”)

  	
   

  	
  GEFAHI
  (“Licensee”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Assignment Agreement

  	
   

  	
  4/24/2002

  	
   

  	
  Sterling
  Commerce / Connect Direct

  	
   

  	
  GEFAHI

  



 












(4) To be assigned
post-Closing.


 


8

















 


Annex C


 


Schedule 2.2(b)(ii)

Master Agreement

(GE Europe)


 


Section A (Complete Transfer):


 


All contracts and arrangements of Financial
Insurance Group Services Limited (“FIGSL”) which demonstrably and solely relate
to a business or the support of a business of a member of the GEIH Group (as
defined in the European Transition Services Agreement, but excluding any
European Creditor Business Entity (the “GEIH Business”) (except for those
contracts and arrangements which relate to the GEIH Business solely by virtue
of FIGSL’s obligations pursuant to the support of the GEIH Business pursuant to
the European Transition Services Agreement), including but not limited to the
contracts and arrangements set out below:


 




	
  Item

  No

  	
   

  	
  Contract

  Name

  	
   

  	
  Contract

  Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  1.

  	
   

  	
  Catering & Allied Services Agreement

  	
   

  	
  Not yet signed but in force

  	
   

  	
  Avenance Limited

  	
   

  	
  FIGSL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Systems Support and Maintenance Agreement

  	
   

  	
  30/06/2003

  	
   

  	
  Bull Information Systems Limited

  	
   

  	
  FIGSL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Messaging Services and Software Agreement

  	
   

  	
  01/10/2002

  	
   

  	
  EasyLink Services UK Limited

  	
   

  	
  FIGSL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Software Licence & Support Agreement

  	
   

  	
  29/09/2000

  	
   

  	
  Thomson Financial Services Limited

  	
   

  	
  FIGSL

  






 


Section C (Genworth owns Master, split)


 


The GE Group shall continue to realise those
benefits under the FIGSL Vendor Agreements (as defined in the European
Transition Services Agreement) which it realised prior to the date hereof
pursuant to and on the terms of the European Transition Services Agreement,
including but not limited to the benefits realised prior to the date hereof
under the contracts set out below:


 


9

















 




	
  Item

  No

  	
   

  	
  Contract

  Name

  	
   

  	
  Contract

  Date

  	
   

  	
  Vendor

  	
   

  	
  GE Party

  
	
  1.

  	
   

  	
  Subscriber Service Agreement

  	
   

  	
  17/07/2003

  	
   

  	
  Schlumberger SEMA

  	
   

  	
  FIGSL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Desk Top Support Agreement

  	
   

  	
  15/04/2004

  	
   

  	
  Computacenter

  	
   

  	
  FIGSL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Framework Agreement for Webhosting

  	
   

  	
  11/06/2002

  	
   

  	
  Cell Network Sverige AB

  	
   

  	
  FIGSL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Interim Help Desk
  Agreement

  	
   

  	
  04/2002

  	
   

  	
  GECIS

  	
   

  	
  FIGSL

  






 


10

















 


Schedule
2.3(a)(i)


 


Genworth Liabilities


 


1.                                       All
Liabilities of GEFAHI except Excluded Liabilities.


 


2.                                       all
Liabilities of Financial Assurance Company Limited, including those within the
definitions of Residual Assets, Residual Liabilities, Retained Insurances,
Transferred Assets, Transferring Liabilities, Transferring Contracts,
Reinsurance Contracts (as such terms are defined in the UK Transfer Plan (such Liabilities include the
Liabilities with respect to the FACL Bonds, a portion of which Liabilities may
be transferred later pursuant this Agreement at which time they would become
Excluded Liabilities)


 


3.                                       all
Liabilities of Vie Plus S.A. to the extent arising from or otherwise relating
to its payment protection business, including the marketing, sale, and
administration thereof


 


4.                                       all
Liabilities under the Senior Unsecured Promissory Note due November 30, 2010
between GEFAHI as Maker and General Electric Capital Assurance Company as Payee


 


5.                                       all
Liabilities of GEFAHI under its 1.6% Yen-denominated Notes due 2011 and related
swaps


 


6.                                       All
historic Liabilities relating to the parts of the Vantage West property to be
leased to FIGSL by GE Life Services Limited.


 


7.                                       With
respect to any contract or agreement to which a member of the Genworth Group
was or is a signatory or third-party beneficiary, any liability arising prior
to the Closing under such contract that is attributable solely to the business
of such member of the Genworth Group or the Genworth Business.


 


8.                                       Liabilities
designated as Genworth Liabilities pursuant to Section 2.10(d)(v) or
2.10(e)(iv).


 


 


1

















 


Schedule
2.3(b)(iv)


 


Excluded Liabilities


 


 


1.               Liabilities
of GEFAHI under contracts included on Schedule 1.1(b).


 


2.               Any
liability (as well as any reserve or other financial statement (and/or books
and records) entry or adjustment recorded in respect of such liability by
GEFAHI, Brookfield Life Assurance Co., Ltd. or any of their respective
affiliates for GAAP or other financial accounting purposes) of GEFAHI,
Brookfield Life Assurance Co., General Electric Capital Corporation and GE
Capital Asia Investments, Ltd. under that certain Stock Purchase Agreement
among Brookfield Life Assurance Company, Ltd., General Electric Capital
Corporation, GE Capital Asia Investments, GEFAHI and American International Reinsurance
Company, Ltd. dated as of June 26, 2003, as amended as of August 29, 2003 (the
“Agreement”), except for any breach by any member of the Genworth Group, or
prior to the Closing of the Transaction GEFAHI or any subsidiary of GEFAHI that
does not become a member of the Genworth Group, of any obligation of the
selling companies in Article V or Article VI of the Agreement.


 


3.               All
Liabilities of Vie Plus S.A. to the extent not arising from or otherwise
relating to its payment protection business, including the marketing, sale, and
administration thereof.


 


4.               The
liabilities and obligations of GE Mortgage Holdings, LLC, under the
Unconditional Guaranty dated August 20, 2001 in favor of GMAC Mortgage
Corporation with respect to certain indemnification obligations of GE Mortgage
Services, LLC in connection with the sale of assets used in providing
administrative services to a residential mortgage warehouse lender, Cooper
River Inc.


 


5.               All
Liabilities of Financial Insurance Group Services Limited (“FIGSL”) which demonstrably and solely
relate to a business or the support of a business of a member of the GEIH Group
(as defined in the European Transition Services Agreement but excluding any
European Creditor Business Entity) (the “GEIH
Business”) except for those Liabilities which relate to the GEIH
Business solely by virtue of FIGSL’s obligations pursuant to the support of the
GEIH Business pursuant to the European Transition Services Agreement.


 


6.               Any liability of
GEFAHI as of the Closing Date related solely to the business of the Investment
Management Marketing & Client Service business segment, including, without
limitation, trade payables, accrued commissions payable and accrued salaries,
benefits and bonuses.


 


 


1

















 


7.               All historic
Liabilities relating to the lease of the Vantage West property to be
transferred to GE Life Services Limited as referenced in Schedule 2.2(b)(ii)
except for those historic Liabilities relating to the parts of the Vantage West
property to be leased to Financial Insurance Group Services Limited by GE Life
Services Limited.


 


8.               The following
Liabilities of GEFAHI to be retained by GEFAHI (the general ledger account
numbers following the description of the liabilities are the account numbers in
which the liabilities were reflected as of March 31, 2004 and are included
herein for illustrative purposes only):


 


•                          Intercompany
payables to members of the GE Group, including the following payables to
members of the GE Group: [242215 (Due to UFLIC), 242218 (Due to Heritage
Indemnity Co.), 242220 (Due to Heritage Casualty Insurance Company), 242416
(Due to GE Investment Distributors), 242443 (Due to GE Dental and Vision),
242444 (Due to National Dental), 242445 (Due to Scrip Plus), 242457 (Due to
Signature Agency), 242628 (Due to GE Capital Management Corp.), 242625 (due to
GE Capital Administrative Services), 242626 (Due to GE Capital Warranty Co.),
242431 (Due to Monogram General Agency), 242105 (Due to GELCO),]


 


•                          Short-term
notes payable - commercial paper [237004].


 


•                          Discount
on commercial paper - [237005]


 


•                          Short-term
notes payable - GECC Intercompany Loans/GECC - Line of Credit [240101].


 


•                          Note
payable to GE Capital Administrative Services [243625].


 


•                          Interest
Accrued on Commercial Paper Swaps and the National Mutual Note Receivable.  [230202].


 


•                          Any
I/C loans and I/C balances between GEFAHI and GE recorded with respect to or
incurred on behalf of any member of the GE Group [240180].


 


•                          Any
I/C Travel & Living liability between GEFAHI and GE recorded with respect
to or incurred on behalf of any member of the GE Group [240282].


 


•                          Any
I/C Payroll Liability between GEFAHI and GE recorded with respect to or
incurred on behalf of any member of the GE Group [240284].


 


•                          Any
I/C IBS (Intercompany billing system) liability between GEFAHI and GE recorded
with respect to or incurred on behalf of any member of the GE Group [240285].


 


•                          Interest
rate swap liability on Commercial Paper [282000].


 


•                          Cross
Currency Swap liability on National Mutual Note Receivable [281400].


 


2

















 


•                          Any
I/C Payroll Liability between GEFAHI and GE recorded with respect to or
incurred on behalf of any member of the GE Group [240291].


 


•                          Any
I/C Payroll Liability between GEFAHI and GE recorded with respect to or
incurred on behalf of any member of the GE Group [247004].


 


•                          Any
I/C liability not otherwise listed above between GEFAHI and GE recorded with
respect to or incurred on behalf of any member of the GE Group [247025].


 


•                          Any
I/C liability related to GECIS billing between GEFAHI and GE recorded with
respect to or incurred on behalf of any member of the GE Group [247033].


 


•                          Any
I/C liability related to GE Assessments billed for GE Insurance segment
[247019].


 


9.               With respect to any
Genworth Contract to which a member of the GE Group (other than GEFAHI, GE
Capital Mortgage Insurance Corporation (Australia) Pty. Ltd., GE Mortgage
Insurance Pty Ltd., GEMICO Holdings (Australia) or any Delayed Transfer Legal
Entities) was or is a signatory or third-party beneficiary, any liability
arising prior to the Closing under such Genworth Contract that is attributable
solely to the business of such member of the GE Group other than any Genworth
Business or any business transferred to any member of the Genworth Group.


 


10.         Tax component of
liability relating to business share arrangement between Viking and certain
other GE businesses relating to pre-2000 separate company tax liabilities of
Viking, in the amount of $65,654,899 (expected to be in account 260057).


 


11.         Any tax contingency
reserve recorded prior to Closing, relating to items properly reported on
GEFAHI’s separate company federal income tax return (expected to be $3,081,097
and be recorded in account 260067).


 


12.         Liabilities designated as
Excluded Liabilities pursuant to Section 2.10(d)(iv) or 2.10(e)(iv).


 


3

















 


Schedule
2.4(b)(ii)


 


Continuing Agreements


 


 


1.                                       FACL
Services Agreement


 


2.                                       FICL
Services Agreement


 


3.                                       Framework
Agreement


 


4.                                       Loan
Facility Agreement between GEFA UK Finance and GEFA UK Holdings Limited


 


5.                                       Loan
Facility Agreement between GEFA International Holdings Inc. and UK Group
Holding Company Limited


 


6.                                       The
bills of sale, stock powers, certificates of title, assignments and assumptions
of contracts and other instruments of transfer, conveyance, assignment and
assumption entered into prior to the Closing Date to effect the Separation as
contemplated by Schedule 2.1(a).


 


II.                                     The
following side letters between a member of the Genworth Group and the GE Group
relating to the Transaction:


 


1.               Side Letters
between GEAM and certain members of the Genworth Group dated February 5, 2003
and February 12, 2003, addressing Trade Allocation.


 


2.               Side Letter between
GEAM and Genworth dated as of the Closing Date addressing restrictions on
withdrawal of account assets.


 


3.               Side Letter among
General Electric Company, General Electric Capital Corporation, GE Capital
International Services, and Genworth regarding the Amended and Restated Master
Outsourcing Agreement.


 


4.               Letter Agreement,
dated April 15, 2004, among UFLIC, AML, FHL, FCL, GECLANY, GELAAC and GECA
relating to UFLIC’s requirement to provide periodic certificates and reports
regarding UFLIC’s risk based capital ratio.


 


5.               Letter Agreement,
dated April 15, 2004, among UFLIC, GECC, AML, FHL, FCL, GECLANY, GELAAC and
GECA relating to the assignment by GECC of the Capital Maintenance Agreement.


 


6.               Letter Agreement,
dated April 15, 2004, among UFLIC, AML, FHL, FCL, GECLANY, GELAAC, GECA, JLIC,
Brookfield, GEFAHI, GECC and certain of their affiliates relating to the
rescission of certain agreements upon the failure of certain events to occur.


 


 


1

















 


7.               Letter agreement,
dated April 15, 2004, among UFLIC, FHL, FCL and GELAAC relating to UFLIC’s
determination of reserve sufficiency.


 


8.               All reinsurance
agreements, including letters of intent and side letters, between any member of
the Genworth Group and any member of the GE Group that are in force as of the
Closing Date, including without limitation, the agreements listed on Exhibit 1
to Schedule 2.4(b)(ii).


 


9.               The leases set
forth on Schedules C-1 and C-2 of the Transition Services Agreement


 


10.         With respect to
securitization transactions, all agreements and arrangements with Edison Asset
Securitization, L.L.C., General Electric Capital Corporation, GE Life and
Annuity Assurance Company, General Electric Capital Assurance Company and one
of the following special purpose entities: 
GEFA Special Purpose One, LLC; GEFA Special Purpose Two, LLC; GEFA
Special Purpose Three, LLC; GEFA Special Purpose Four, LLC, and GEFA Special
Purpose Six, LLC.


 


III.                                 The
following Homebuyer Privileges Supplier Agreements with GE Appliances, Penske
Truck Rental, GE Residential Long Distance, GE Lighting, GE Service Protection,
Storage USA:


 


	
  1.

  	
   

  	
  Agreement
  between GEMICO and SUSA Partnership, L.P. dated August 15, 2002

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Internet
  Sponsor Agreement between GEMICO and Electric Insurance Company effective
  February 6, 2001

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Agreement
  between GEMICO and GE Capital Communication Services Corporation dated March
  27, 2001

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Agreement
  between GEMICO and GE Capital Communication Services Corporation dated
  December 6, 2000

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  GE Consumer
  Products - GE Homebuyer Privileges Program Agreement between GEMICO acting on
  behalf of the General Electric Company (such interest to be assigned to
  Genworth pursuant to Schedule 1.1(a), above and General Electric Company
  through its GE Consumer Products business dated (such interest to be retained
  by GE pursuant to Schedule 1.1(a), above) August 12, 2003

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  GESMI-GE
  Homebuyer Privileges Program Agreement between GEMICO acting on behalf of the
  General Electric Company such interest to be assigned to Genworth pursuant to
  Schedule 1.1(a), above and GE Service Management, Inc. (such interest to be
  retained by GE pursuant to Schedule 1.1(a), above) dated May 21, 2003

  



 


2

















 


	
  7.

  	
   

  	
  Penske Auto
  Centers - General Electric Company Lender Program Memorandum of Understanding
  between GEMICO acting on behalf of the General Electric Company (such
  interest to be assigned to Genworth pursuant to Schedule 1.1(a), above) and
  Penske Auto Centers, LLC (such interest to be retained by GE pursuant to
  Schedule 1.1(a), above) dated November 13, 2000

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Penske Truck
  Rental-General Electric Company Lender Program Memorandum of Understanding
  between GEMICO acting on behalf of the General Electric Company (such
  interest to be assigned to Genworth pursuant to Schedule 1.1(a), above) and
  Penske Truck Leasing Co., L.P. (such interest to be retained by GE pursuant
  to Schedule 1.1(a), above) dated October 11, 2000

  



 


IV.                                 Investment
Management/Services


 


	
  9.

  	
   

  	
  GE Funds Financial
  Intermediary Agreement, between Terra Securities Corporation and GE
  Investment Distributors, Inc.

  
	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  GE Funds Introducing
  Broker Agreement, between GEAM and Capital Brokerage Corporation.

  
	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Investment
  Management and Services Agreement between GEAM and River Lake Insurance
  Company dated as of July 28, 2003

  
	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Investment
  Advisory Agreement between GEAM and GE Private Asset Management, Inc. dated
  December 12, 2002

  
	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Administrative
  Services Agreement between GELAAC and certain of its affiliates and GEAM, effective
  May 1, 2000.

  
	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  Participation
  Agreement among GELAAC, GE Investment Funds, Inc. and GEAM dated May 1, 1998

  
	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  Participation
  Agreement among GECLANY, GE Investment Funds, Inc. and GEAM dated May 1, 1998

  
	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  Subservicing
  Agreement (Cardinal CDO), by and between GEAM and Genworth Financial Asset
  Management, LLC

  
	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  Master
  Agency, Servicing and Subordination Agreement between General Electric
  Capital Business Asset Funding Corporation and GECA dated October 1, 2003

  
	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  Master
  Agency, Servicing and Subordination Agreement between GECC and GECA dated
  October 1, 2003

  



 


3

















 


	
  19.

  	
   

  	
  Master
  Agency, Servicing and Subordination Agreement among GECC, FCL and GECC dated
  December 1, 2003

  
	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  Master
  Agency, Servicing and Subordination Agreement among General Electric Capital
  Business Asset Funding Corporation, FCL and General Electric Capital Business
  Asset Funding Corporation dated October 7, 2003

  
	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  Master
  Agency, Servicing and Subordination Agreement between GE Capital Franchise
  Finance Corporation and GECA dated October 1, 2003

  
	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  Secondment
  Agreement between GEAM and GNA Corporation dated February 2, 2004

  



 


 


V.                                     Administrative
Services 


 


	
  23.

  	
   

  	
  Administrative
  Services Agreement among FCL, FHL, GECA, GELAAC and GECC dated July 9, 2002

  
	
   

  	
   

  	
   

  
	
  24.

  	
   

  	
  Amended and
  Restated Services and Shared Expenses Agreement among GNA Corporation, GECA,
  FCL, FFRL Re, FHL, Brook, GEGLAC, GELAAC, JLIC, Heritage Casualty Insurance
  Company, PIC, UFLIC, RLIC, HLIC, WLIC, Viking and Westlake dated as of
  January 16, 2004

  
	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  Shared
  Office Facilities Agreement among GE Capital Card Services, Inc., GECA,
  Employers Reinsurance Corporation and GE Capital Commercial Finance, Inc.
  effective December 1, 2002

  
	
   

  	
   

  	
   

  
	
  26.

  	
   

  	
  Reinsurance
  and Administrative Agreement between UFLIC and GELAAC dated January 1, 1987

  
	
   

  	
   

  	
   

  
	
  27.

  	
   

  	
  Services
  Agreement between UFLIC and GELAAC dated July 19, 1989

  
	
   

  	
   

  	
   

  
	
  28.

  	
   

  	
  Agreement
  between GECLANY and GE Capital Assignment Corporation dated August 13, 1995,
  as amended August 31, 2000

  



 


VI.                                 Finance


 


	
  29.

  	
   

  	
  Agreement
  for the Purchase and Sale of Property between GE Capital Asset Management
  Corporation (“GECAMC”), General Electric Mortgage Insurance Corporation, GE
  Residential Mortgage Insurance Corporation of North Carolina, General
  Electric Mortgage Insurance Corporation of North Carolina and Verex
  Assurance, Inc., dated October 3, 1994 and any amendments thereto, as
  assigned by GECAMC to GE Capital Mortgage Services, Inc. (presently known as GE
  Mortgage Services LLC) as of May 1, 1995 and as amended by that certain
  Corrective — Restated Amendment to the Purchase and Sale of Property dated as
  of September 11, 1998

  



 


4

















 


VII.                             IT
Services and Outsourcing


 


	
  30.

  	
   

  	
  All
  agreements between Genworth Group entities and GE Capital International
  Services (including those agreements entered into together with GEAM) (which
  shall be amended following the Closing Date as contemplated by the parties)

  
	
   

  	
   

  	
   

  
	
  31.

  	
   

  	
  All agreements
  between Genworth Group entities and GE Process Solutions, LLC (which shall be
  amended following the Closing Date as contemplated by the parties)

  
	
   

  	
   

  	
   

  
	
  32.

  	
   

  	
  All
  agreements between Genworth Group entities and GE Capital International
  Services — Americas, Inc. (which shall be amended following the Closing Date
  as contemplated by the parties)

  
	
   

  	
   

  	
   

  
	
  33.

  	
   

  	
  Acknowledgement
  of Agreement dated November 8, 2002 and Scope of Work dated November 8, 2002
  (effective October 1, 2002) between GE IT Solutions, Inc. (f/k/a GE Capital
  Information Technology Solutions — North America, Inc.) and FCL (pursuant to
  the Master Managed Services Agreement between GECITS and General Electric
  Capital Services, Inc. dated January 10, 2001, as amended, (the “Master
  Managed Services Agreement” hereafter)

  
	
   

  	
   

  	
   

  
	
  34.

  	
   

  	
  Acknowledgement
  of Agreement dated December 27, 2001 and Scope of Work (No. GEFAGECA-001)
  dated December 31, 2001, as amended, between GE IT Solutions, Inc. and GECA
  (pursuant to the Master Managed Services Agreement)

  
	
   

  	
   

  	
   

  
	
  35.

  	
   

  	
  Acknowledgement
  of Agreement dated December 27, 2001 and Scope of Work (No. GEFALTC-001)
  effective December 31, 2001 between GE IT Solutions, Inc. and GECA

  
	
   

  	
   

  	
   

  
	
  36.

  	
   

  	
  Acknowledgement
  of Agreement dated November 8, 2002 and Scope of Work effective October 1,
  2002 between GE IT Solutions, Inc. and GECA

  
	
   

  	
   

  	
   

  
	
  37.

  	
   

  	
  Acknowledgement
  of Agreement dated November 8, 2002 and Scope of Work effective as of October
  1, 2002, as amended, between GE IT Solutions, Inc. and GEGLAC (pursuant to
  the Master Managed Services Agreement)

  
	
   

  	
   

  	
   

  
	
  38.

  	
   

  	
  Acknowledgement
  of Agreement dated November 8, 2002 and Scope of Work dated November 8, 2002
  (effective October 1, 2002) between GE IT Solutions, Inc. and GELAAC as
  Customer (pursuant to the Master Managed Services Agreement)

  
	
   

  	
   

  	
   

  
	
  39.

  	
   

  	
  Consulting
  Agreement between GECA and GE IT Solutions, Inc. effective August 7, 2002

  
	
   

  	
   

  	
   

  
	
  40.

  	
   

  	
  GE CAPITAL
  ITS MASTER LEASE AGREEMENT between GE Capital Information Technology
  Solutions, Inc. and GECMICAN dated November 19, 1999

  



 


5

















 


	
  41.

  	
   

  	
  Loss
  Mitigation Optimizer License Agreement between GEMICO and GE Capital Mortgage
  Services, Inc. dated September 25, 2000

  



 


VIII.                         Miscellaneous


 


	
  42.

  	
   

  	
  Group Long Term Care Insurance Policy dated
  July 1, 1999 issued by GECLANY to GE as group policyholder (New York area)

  
	
   

  	
   

  	
   

  
	
  43.

  	
   

  	
  Group Long Term Care Insurance Policy
  issued by GECA to GE as group policyholder (excluding New York area)

  
	
   

  	
   

  	
   

  
	
  44.

  	
   

  	
  Producer Credit Card Agreement between
  GEGLAC and GE Business Productivity Solutions, Inc.

  



 


IX.                                European
Affiliate Agreements (GEMI Europe)


 


	
  45.

  	
   

  	
  Vehicles
  Lease, Management and Service Frame Agreement for Spain between GE Capital
  Largo Plazo, S.L. and GE Mortgage Insurance Limited (“GEMI”) dated May 1,
  2002

  
	
   

  	
   

  	
   

  
	
  46.

  	
   

  	
  Amendment to
  Vehicles Lease, Management and Service Frame Agreement for Spain between GE
  Capital Largo Plazo, S.L., GEMI and GE International, Inc. dated June 1, 2002

  
	
   

  	
   

  	
   

  
	
  47.

  	
   

  	
  Cost
  Agreement Employee Stock Purchase Plan for the UK between GE Mortgage
  Services Limited (“ServiceCo”) and GE dated February 27, 2002

  
	
   

  	
   

  	
   

  
	
  48.

  	
   

  	
  Cost
  Agreement Employee Stock Purchase Plan for Spain between GEMI and GE dated
  May 1, 2003

  
	
   

  	
   

  	
   

  
	
  49.

  	
   

  	
  Cost
  Agreement Employee Stock Purchase Plan for the Netherlands between GEMI and
  GE dated June 1, 2003

  
	
   

  	
   

  	
   

  
	
  50.

  	
   

  	
  Cost
  Agreement Employee Stock Purchase Plan for Belgium between GEMI and GE dated
  September 1, 2003

  
	
   

  	
   

  	
   

  
	
  51.

  	
   

  	
  Cost
  Agreement Employee Stock Purchase Plan for Germany between GEMI and GE dated
  September 1, 2003

  
	
   

  	
   

  	
   

  
	
  52.

  	
   

  	
  Cost
  Agreement Employee Stock Purchase Plan for Italy between GEMI and GE dated
  September 1, 2003

  
	
   

  	
   

  	
   

  
	
  53.

  	
   

  	
  Master
  Conditional Sale Agreement between ServiceCo and GE Capital Fleet Services
  Limited (trading as Avis Fleet Services) dated March 31, 2000

  



 


6

















 


	
  54.

  	
   

  	
  Car Lease
  Agreement for Italy between GEMI and GE Capital Servizi Finananziari S.P.A.
  dated February 21, 2002

  
	
   

  	
   

  	
   

  
	
  55.

  	
   

  	
  Amendment to
  the Car Lease Agreement for Italy between GEMI and GE Capital Servizi
  Finananziari S.P.A. (dated February 21, 2002) dated July 18, 2002

  
	
   

  	
   

  	
   

  
	
  56.

  	
   

  	
  Car Lease
  Agreement for Italy between GEMI and GE Capital Services Srl dated October 1,
  2003

  
	
   

  	
   

  	
   

  
	
  57.

  	
   

  	
  Work place
  lease agreement (“Vereinbarung zur Uberlassung von Arbeitsplatzen”) for
  Germany between GE Capital mietfinanz GmbH & Co. and GEMI dated August
  14, 2003

  
	
   

  	
   

  	
   

  
	
  58.

  	
   

  	
  Property
  Lease agreement (sublease) for Sweden between International General Electric
  AB and GEMI dated February 1, 2004

  
	
   

  	
   

  	
   

  
	
  59.

  	
   

  	
  Lease
  Agreement for parking spaces for Sweden between International General
  Electric AB and GEMI dated February 1, 2004

  
	
   

  	
   

  	
   

  
	
  60.

  	
   

  	
  Lease/
  license arrangement (oral) in France between GEMI and ERC

  
	
   

  	
   

  	
   

  
	
  61.

  	
   

  	
  Leasing
  arrangement (oral) in Belgium between a member of the GE Group and GEMI

  
	
   

  	
   

  	
   

  
	
  62.

  	
   

  	
  Leasing
  arrangement (oral) in Netherlands between GE Fleet and GEMI

  



 


X.                                    European
Affiliate Agreements (GE Financial Insurance)


 


	
  63.

  	
   

  	
  Agency
  Agreement dated July 23, 1997 between Pallas Industrial Finance, FICL and
  FACL.

  
	
   

  	
   

  	
   

  
	
  64.

  	
   

  	
  Agreement
  dated October 3, 2003 between GE Capital Equipment Finance, Vie Plus SA and
  RD Plus SA and any insurance policies referred to therein.

  
	
   

  	
   

  	
   

  
	
  65.

  	
   

  	
  Support
  Services Agreement dated July 2003 between GE Capital Global Process
  Solutions (UK) Limited and FIGSL and all statements of work entered into
  pursuant to this agreement

  
	
   

  	
   

  	
   

  
	
  66.

  	
   

  	
  All
  agreements between a member of the Genworth Group and GE Capital Fleet Avis
  relating to the leasing of cars and provision of related services

  
	
   

  	
   

  	
   

  
	
  67.

  	
   

  	
  Master
  Conditional Vehicle Sale Agreement between GE Capital Fleet Services Limited
  and FIGSL dated March 20, 1996

  
	
   

  	
   

  	
   

  
	
  68.

  	
   

  	
  Disposal
  Agreement between GE Capital Fleet Services Limited and FIGSL dated March 20,
  1996

  



 


7

















 


	
  69.

  	
   

  	
  Equity Compensation Cost Agreement between FIGSL and GE dated July
  19, 2001

  
	
   

  	
   

  	
   

  
	
  70.

  	
   

  	
  Lease between Vie Plus and RD Plus S.A. for
  part of Floor 29, Tour Franklin, Terrasse Boieldieu, La Defense 8, Paris
  (Oral)

  
	
   

  	
   

  	
   

  
	
  71.

  	
   

  	
  Lease between GE Capital Bank and FICL for
  Park Allé 295, 2605 Brøndby, Denmark dated 05/08/2002

  
	
   

  	
   

  	
   

  
	
  72.

  	
   

  	
  Lease between GE Finland Oy and FACL for
  Malmin Kauppatie 18, Helsinki, Finland dated 10/08/01

  
	
   

  	
   

  	
   

  
	
  73.

  	
   

  	
  Lease between GE General Electric Finance
  Holding GmbH and GE Financial Insurance Deutschland for Martin-Behaim Str.
  8-10, Neu-Isenberg, Germany dated 06/05/01

  
	
   

  	
   

  	
   

  
	
  74.

  	
   

  	
  Lease between GE Capital Woodchester Ltd
  and FIGSL for Woodchester House, Golden Lane, Dublin

  
	
   

  	
   

  	
   

  
	
  75.

  	
   

  	
  Lease between Access Graphecs BV, trade
  name GE Access and FIGSL for Dr Willem Dreesweg 6-8 1185 VB, Amstelveen,
  Netherlands dated February 2003

  
	
   

  	
   

  	
   

  
	
  76.

  	
   

  	
  Lease between GE Capital Fleet Services and
  GE Financial for Karenslyst alle 2, Oslo, Norway (oral)

  
	
   

  	
   

  	
   

  
	
  77.

  	
   

  	
  Leases between International General
  Electric GB and GE Financial Insurance Sweden for Nöten 3, Solna Strandväg
  98, Sweden and parking space (2001)

  
	
   

  	
   

  	
   

  
	
  78.

  	
   

  	
  Lease between GE SF Structured Finance Int.
  Ltd and GE Financial Insurance for Thurgaueerstrasse 40, Zurich, Switzerland
  (pending)

  
	
   

  	
   

  	
   

  
	
  79.

  	
   

  	
  Agreement between Financial Insurance Group
  Services Limited, Namulas Pension Trustees Limited and GE Pensions Limited
  dated 5 April 2002

  
	
   

  	
   

  	
   

  
	
  80.

  	
   

  	
  Interim Helpdesk Services Agreement between GECIS and FIGSL dated
  April 2002 and Addendum dated 9th August 2002.

  
	
   

  	
   

  	
   

  
	
  81.

  	
   

  	
  All agreements and Services between a member of the Genworth Group
  and European Equipment Finance relating to provision of Servers (including
  but not limited to the VPN – 01 service)

  
	
   

  	
   

  	
   

  
	
  82.

  	
   

  	
  Equity Compensation Cost Agreement between Vie Plus S.A. and GE as
  approved by the Board of Directors of Vie Plus S.A. on May 27, 2002.

  



 


8

















 


	
  83.

  	
   

  	
  Deed of
  Novation between FIGSL and GE Asset Management Limited and GE Pensions
  Limited effective from 22 April 2004 and supplemental to an agreement dated 5
  April 2002 made between FIGSL and GEPL for the provision of investment
  management services.

  
	
   

  	
   

  	
   

  
	
  84.

  	
   

  	
  Deed of
  Novation between FIGSL and GE Life Services Limited and GE Pensions Limited
  effective from the Closing Date and supplemental to an agreement dated 5
  April 2002 made between FIGSL and GEPL for the provision of services.

  
	
   

  	
   

  	
   

  
	
  85.

  	
   

  	
  Services
  Agreement dated 5 April 2002 made between FIGSL and GEPL.

  
	
   

  	
   

  	
   

  
	
  86.

  	
   

  	
  Deed of
  Adherence between FIGSL and GE Capital Europe Limited and National Mutual
  Trustees Limited effective from 24 March 2004 relating to the National Mutual
  Retirement Benefits Fund.

  
	
   

  	
   

  	
   

  
	
  87.

  	
   

  	
  Deed of
  Novation between FIGSL and GE Life Services Limited and National Mutual
  Trustees Limited effective from the Closing Date relating to the National
  Mutual Retirement Benefits Fund.

  
	
   

  	
   

  	
   

  
	
  88.

  	
   

  	
  Definitive
  Deed dated 16 November 1999 establishing and constituting a retirement
  benefits plan known as the National Mutual Retirement Benefits Fund and all
  subsequent amendments thereto

  



 


XI.                                GE
Mexico


 


	
  89.

  	
   

  	
  Vehicle
  Rental Agreement (a/k/a Fleet Services Agreement) between GE Capital Fleet
  Services de Mexico S.A. and GE Seguros S.A. de C.V. (formerly Colonial Penn
  de Mexico Compania de Seguros S.A.) dated May 4, 1999

  



 


 


XII.                                                                 The
following agreements and acknowledgments involving a member of the GE Group and
a member of the Genworth Group:


 


1.             Bills of Sale and
Assignment Agreements dated as of April 15, 2004 entered into in connection
with the recapture agreements included in the UFLIC Agreements.


 


2.             Securities Assignment
and Receipt Agreements dated April 15, 2004 between GEFAHI and each of FHL,
GELAAC and GNA entered into in connection with the payment of dividends to
GEFAHI.


 


9

















 


3.             Irrevocable Stock
Powers and Memorandum of Dividends dated April 15, 2004 executed in favor of
GEFAHI by each of FHL and GNA in connection with the dividend of the shares of
UFLIC to GEFAHI.


 


4.             Bills of Sale and
Assignment Agreements dated April 15, 2004 between GEFAHI and each of JLIC and
First Colony entered into in connection with the redemption of the JLIC Surplus
Notes held by GEFAHI and First Colony’s Series A preferred stock held by
GEFAHI.


 


5.             Receipts dated April
15, 2004 and May         , 2004
executed by GEFAHI acknowledging receipt of cash and securities in connection
with the redemption of the JLIC Surplus Notes held by GEFAHI and First Colony’s
Series A preferred stock held by GEFAHI.


 


6.             Agreements and Plans
of Liquidation dated April 14, 2004 between or among:  (i) GELAAC and its shareholders, GECA, FHL and GEFAHI; (ii) FHL
and its shareholders, GECA and GEFAHI; (iii) Brookfield and its shareholder,
GEFAHI; and (iv) GNA and its shareholder, GEFAHI.


 


10

















 


Exhibit 1 to Schedule
2.4(b)(ii)


 


See attached spreadsheet


 


11

















 


Exhibit 1 to Schedule 2.4(b)(ii)


 


Annual Insurance Holding Company Statement


Listing of Affiliate Reinsurance Agreements
as of 12/31/03 - Exhibit C


 


	
   

  	
   

  	
  Ceding

  Registrant

  	
   

  	
  Assuming Party

  	
   

  	
  Type

  	
   

  	
  Agreement

  Eff. Date

  	
   

  	
  Amount in

  Force as of YE 03

  	
   

  	
  Reserve Credit

  Taken

  	
   

  	
  Unearned

  Premiums

  	
   

  	
  Premiums

  	
   

  	
  Paid

  Losses

  	
   

  	
  Upaid

  Losses

  	
   

  	
  ModCo Res.

  	
   

  
	
   

  	
   

  	
  Employers Reassurance Company (“ERC”)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Employers Life Reinsurance Corporation
  (“ERC Life”)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Westport Insurance Corporation (“WIC”)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Viking Insurance Company, Ltd. (“Viking”)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Westlake Insurance Company (“Westlake”)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Westwood Indemnity Company (“Westwood”)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  X

  	
   

  	
  AML/GECA/FCL/GELAAC/ GEGLAC / PIC

  	
   

  	
  Everest

  	
   

  	
  Life
  CAT XOL

  	
   

  	
  12/1/2003

  	
   

  	
  460,000,000,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2,975,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AML

  	
   

  	
  ERC 
  (should be ERAC)

  	
   

  	
  YRT/i

  	
   

  	
  10/14/1974

  	
   

  	
  940,863

  	
   

  	
  25,545

  	
   

  	
   

  	
   

  	
  65,245

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AML

  	
   

  	
  ERC

  	
   

  	
  DIS/i

  	
   

  	
  5/1/1997

  	
   

  	
  0

  	
   

  	
  43,888

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AML

  	
   

  	
  ERC

  	
   

  	
  CO/i

  	
   

  	
  5/1/1997

  	
   

  	
  827,510,300

  	
   

  	
  15,474,385

  	
   

  	
   

  	
   

  	
  893,022

  	
   

  	
  32,160

  	
   

  	
  243,563

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AML

  	
   

  	
  ERC

  	
   

  	
  CO/i

  	
   

  	
  7/27/1990

  	
   

  	
  (amounts
  reported in 10/14/74 treaty line)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AML

  	
   

  	
  ERC

  	
   

  	
  YRT/i

  	
   

  	
  10/1/1990

  	
   

  	
  (amounts
  reported in 10/14/74 treaty line)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AML

  	
   

  	
  ERC

  	
   

  	
  CO/i

  	
   

  	
  5/1/1997

  	
   

  	
  426,899,380

  	
   

  	
  6,272,994

  	
   

  	
   

  	
   

  	
  1,502,590

  	
   

  	
  19,120

  	
   

  	
  155,563

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AML

  	
   

  	
  FCL

  	
   

  	
  YRT/i

  	
   

  	
  3/1/1973

  	
   

  	
  486,399,416

  	
   

  	
  514,058

  	
   

  	
   

  	
   

  	
  3,335,866

  	
   

  	
  0

  	
   

  	
  2,170,748

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AML

  	
   

  	
  FCL

  	
   

  	
  DIS/i

  	
   

  	
  3/1/1973

  	
   

  	
  0

  	
   

  	
  512,194

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AML

  	
   

  	
  FCL

  	
   

  	
  ADB/I

  	
   

  	
  3/1/1973

  	
   

  	
   

  	
   

  	
  16,312

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AML

  	
   

  	
  FCL

  	
   

  	
  CO/i

  	
   

  	
   

  	
   

  	
  3/1/1973

  	
   

  	
  3,515,270,170

  	
   

  	
  20,927,261

  	
   

  	
   

  	
   

  	
  7,896,591

  	
   

  	
  Reported in YRT  3/1/73

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AML

  	
   

  	
  FCL

  	
   

  	
  YRT/g

  	
   

  	
  3/1/1973

  	
   

  	
  302,529

  	
   

  	
  3,441

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AML

  	
   

  	
  FCL

  	
   

  	
  YRT/i

  	
   

  	
  8/1/1984

  	
   

  	
  (amounts
  reported in 10/14/74 treaty line)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XX

  	
   

  	
  AML

  	
   

  	
  GECA

  	
   

  	
  CO/i

  	
   

  	
  1/1/2000

  	
   

  	
  3,751,689,940

  	
   

  	
  20,599,595

  	
   

  	
   

  	
   

  	
  5,839,715

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AML

  	
   

  	
  GECA

  	
   

  	
  DIS/i

  	
   

  	
  1/1/2000

  	
   

  	
  0

  	
   

  	
  122,065

  	
   

  	
   

  	
   

  	
  (in
  Co/i figs below)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AML

  	
   

  	
  GECA

  	
   

  	
  YRT/i

  	
   

  	
  10/1/2000

  	
   

  	
  24,354,919

  	
   

  	
  164,141

  	
   

  	
   

  	
   

  	
  51,872

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AML

  	
   

  	
  ERC Life

  	
   

  	
  YRT/i

  	
   

  	
  6/1/1993

  	
   

  	
  (amounts
  reported above)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AML

  	
   

  	
  ERC Life

  	
   

  	
  CO/i

  	
   

  	
  9/1/1993

  	
   

  	
  (amounts
  reported above)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AML

  	
   

  	
  ERC Life

  	
   

  	
  YRT/i

  	
   

  	
  1/1/1995

  	
   

  	
  (amounts
  reported above)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AML

  	
   

  	
  ERC Life

  	
   

  	
  CO/i

  	
   

  	
  5/1/1997

  	
   

  	
  (amounts
  reported above)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AML

  	
   

  	
  ERC Life

  	
   

  	
  YRT/I

  	
   

  	
  5/1/1997

  	
   

  	
  5,265,161

  	
   

  	
  18,263

  	
   

  	
   

  	
   

  	
  82,206

  	
   

  	
  11,200

  	
   

  	
  116,463

  	
   

  	
   

  	
   

  
	
  X

  	
   

  	
  AML

  	
   

  	
  FCL

  	
   

  	
   

  	
   

  	
  07/24/03

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XXX

  	
   

  	
  BAYSIDE

  	
   

  	
  GEP&C

  	
   

  	
  CO

  	
   

  	
  4/1/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  	
  (303,000

  	
  )

  	
  1,276,000

  	
   

  	
  3,347,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XXX

  	
   

  	
  GEC

  	
   

  	
  GEP&C

  	
   

  	
  Excess
  Umbrella Liability

  	
   

  	
  7/1/1984

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  59,000

  	
   

  	
  219,000

  	
   

  	
   

  	
   

  
	
  XXX

  	
   

  	
  GEC

  	
   

  	
  UFLIC

  	
   

  	
  Coinsurance
  - Ind A&H

  	
   

  	
  12/31/84

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XXX

  	
   

  	
  GEC

  	
   

  	
  ERC

  	
   

  	
  Facultative

  	
   

  	
  6/6/1905

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2,081,000

  	
   

  	
   

  	
   

  
	
  XXX

  	
   

  	
  GEC

  	
   

  	
  WIC

  	
   

  	
  Facultative

  	
   

  	
  7/1/1984

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  116,000

  	
   

  	
   

  	
   

  
	
  XXX

  	
   

  	
  GEC

  	
   

  	
  GE Reinsurance Corp

  	
   

  	
  CAT
  & CAS. XOL Quota Share

  	
   

  	
  1/1/1999

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  4,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XXX

  	
   

  	
  GEP&C

  	
   

  	
  ERC

  	
   

  	
  Facultative

  	
   

  	
  Not
  available

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  57,000

  	
   

  	
  822,000

  	
   

  	
   

  	
   

  
	
  XXX

  	
   

  	
  GEP&C

  	
   

  	
  GE Reinsurance Corp

  	
   

  	
  CAT
  & CAS. XOL Quota Share

  	
   

  	
  1/1/1999

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  111,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XXX

  	
   

  	
  GEP&C

  	
   

  	
  WIC

  	
   

  	
   

  	
   

  	
  Not
  available

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  5,000

  	
   

  	
  25,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XXX

  	
   

  	
  GEI

  	
   

  	
  GE Reinsurance Corp

  	
   

  	
  CAT
  & CAS. XOL Quota Share

  	
   

  	
  1/1/1999

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  9,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FCL

  	
   

  	
  Brookfield Life Assurance Company Ltd

  	
   

  	
  CO/I

  	
   

  	
  1/1/2002

  	
   

  	
  43,719,132,310

  	
   

  	
  206,863,891

  	
   

  	
   

  	
   

  	
  69,052,947

  	
   

  	
  0

  	
   

  	
  3,265,573

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FCL

  	
   

  	
  ERC/ERC Life Reins.Cor

  	
   

  	
  CO/i

  	
   

  	
  11/1/1995

  	
   

  	
  15,840,251,380

  	
   

  	
  42,686,496

  	
   

  	
   

  	
   

  	
  26,616,703

  	
   

  	
  4,767,071

  	
   

  	
  10,274,603

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FCL

  	
   

  	
  ERC/ Frankona Life Re

  	
   

  	
  YRT/g

  	
   

  	
  2/1/1973

  	
   

  	
  732,490

  	
   

  	
  24,116

  	
   

  	
   

  	
   

  	
  40,903

  	
   

  	
  Reported in Coins above

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FCL

  	
   

  	
  ERC/ERC Life Reins.Cor

  	
   

  	
  YRT/I

  	
   

  	
  11/1/1995

  	
   

  	
  4,108,484,503

  	
   

  	
  13,662,651

  	
   

  	
   

  	
   

  	
  8,171,533

  	
   

  	
  Reported in Coins above

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FCL

  	
   

  	
  ERC

  	
   

  	
  YRT/i

  	
   

  	
  11/1/1967

  	
   

  	
  (amounts
  reported above)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Reported in Coins above

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FCL

  	
   

  	
  ERC

  	
   

  	
  YRT/i

  	
   

  	
  10/1/1990

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Reported in Coins above

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FCL

  	
   

  	
  ERC

  	
   

  	
  CO/i

  	
   

  	
  7/27/1990

  	
   

  	
  (amounts
  reported above)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Reported in Coins above

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FCL

  	
   

  	
  ERC

  	
   

  	
  CO/i

  	
   

  	
  8/26/1996

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Reported in Coins above

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FCL

  	
   

  	
  JLIC

  	
   

  	
  CO/i

  	
   

  	
  12/9/1982

  	
   

  	
  6,126,915,020

  	
   

  	
  89,677,026

  	
   

  	
   

  	
   

  	
  15,001,991

  	
   

  	
  0

  	
   

  	
  13,941,903

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FCL

  	
   

  	
  JLIC

  	
   

  	
  YRT/i   S/B CO/i

  	
   

  	
  1/1/2001

  	
   

  	
  Shown
  above in 12/9/82 figures

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  Reported in Coins above

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FCL

  	
   

  	
  ERC

  	
   

  	
  YRT/i/

  	
   

  	
  2/1/1973

  	
   

  	
  This
  is the YRT/g reported above.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FCL

  	
   

  	
  ERC

  	
   

  	
  CO/i

  	
   

  	
  11/1/1992

  	
   

  	
  (amounts
  reported above)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FCL

  	
   

  	
  ERC

  	
   

  	
  ADB

  	
   

  	
  10/1/1993

  	
   

  	
  (amounts
  reported above)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FCL

  	
   

  	
  GECA

  	
   

  	
  CO/i

  	
   

  	
  1/1/2000

  	
   

  	
  65,806,198,100

  	
   

  	
  918,054,031

  	
   

  	
   

  	
   

  	
  116,036,568

  	
   

  	
  0

  	
   

  	
  10,801,570

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FCL

  	
   

  	
  ERC Life American Phoenix

  	
   

  	
  CO/i

  	
   

  	
  10/1/1992

  	
   

  	
  Reported
  Below in 1/1/92

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FCL

  	
   

  	
  ERC Life

  	
   

  	
  YRT/i

  	
   

  	
  6/1/1993

  	
   

  	
  378,747,251

  	
   

  	
  585,278

  	
   

  	
   

  	
   

  	
  1,472,631

  	
   

  	
  1,222,454

  	
   

  	
  4,681,162

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FCL

  	
   

  	
  ERC Life American Phoenix

  	
   

  	
  CO/i

  	
   

  	
  1/1/92
  but s/b5/24/1993

  	
   

  	
  8,100,803,710

  	
   

  	
  24,974,775

  	
   

  	
   

  	
   

  	
  13,456,727

  	
   

  	
  212,829

  	
   

  	
  1,826,066

  	
   

  	
   

  	
   

  



 


Due to various accounting and financial
reporting methods, a single agreement may be listed more than once to reflect
separate blocks of business.


The agreement effective date in some cases,
may reflect an amendment date.


 


 


12

















 


	
   

  	
   

  	
  Ceding

  Registrant

  	
   

  	
  Assuming Party

  	
   

  	
  Type

  	
   

  	
  Agreement

  Eff. Date

  	
   

  	
  Amount in

  Force as of YE 03

  	
   

  	
  Reserve Credit

  Taken

  	
   

  	
  Unearned

  Premiums

  	
   

  	
  Premiums

  	
   

  	
  Paid

  Losses

  	
   

  	
  Upaid

  Losses

  	
   

  	
  ModCo Res.

  	
   

  
	
   

  	
   

  	
  FCL

  	
   

  	
  GE Frankona Re formerly Aachener
  Ruckversicherungs-Gesellschaft

  	
   

  	
  CO/g

  	
   

  	
  1/1/1980

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FCL

  	
   

  	
  GE Frankona Re formerly Aachener
  Ruckversicherungs-Gesellschaft

  	
   

  	
  CO/i

  	
   

  	
  8/1/1979

  	
   

  	
  1,175,000

  	
   

  	
  11,984

  	
   

  	
   

  	
   

  	
  16,441

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FCL

  	
   

  	
  GE Frankona Re formerly Aachener
  Ruckversicherungs-Gesellschaft

  	
   

  	
  YRT/i

  	
   

  	
  8/1/1979

  	
   

  	
  24,276,784

  	
   

  	
  75,987

  	
   

  	
   

  	
   

  	
  303,550

  	
   

  	
  225,720

  	
   

  	
  50,971

  	
   

  	
   

  	
   

  
	
  X

  	
   

  	
  FCL

  	
   

  	
  River Lake

  	
   

  	
   

  	
   

  	
  07/01/03

  	
   

  	
  59,531,673,650

  	
   

  	
  390,116,767

  	
   

  	
   

  	
   

  	
  110,036,329

  	
   

  	
  7,078,100

  	
   

  	
  5,897,280

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FHL - LTC

  	
   

  	
  GECA

  	
   

  	
  CO

  	
   

  	
  10/1/1998

  	
   

  	
   

  	
   

  	
  29,470,704

  	
   

  	
  1,702,639

  	
   

  	
  3,891,488

  	
   

  	
  0

  	
   

  	
  715,353

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FHL

  	
   

  	
  UFLIC

  	
   

  	
  CO/G

  	
   

  	
  1/1/1996

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FHL

  	
   

  	
  UFLIC

  	
   

  	
  CO/G

  	
   

  	
  1/1/1996

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  (38,926

  	
  )

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XXX

  	
   

  	
  GEAH

  	
   

  	
  GEP&C

  	
   

  	
  100%
  Quota Share (Auto)

  	
   

  	
  10/1/1995

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  48,878,000

  	
   

  	
  94,645,000

  	
   

  	
  21,192,000

  	
   

  	
  45,574,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XXX

  	
   

  	
  GEP&C

  	
   

  	
  GE Reinsurance Corp

  	
   

  	
  CAT
  & CAS. XOL Quota Share

  	
   

  	
  1/1/1999

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (7,000

  	
  )

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GECA

  	
   

  	
  ERC/ American Phoenix Life

  	
   

  	
  CO/i

  	
   

  	
  4/16/1998

  	
   

  	
  72,096,300

  	
   

  	
  184,772

  	
   

  	
   

  	
   

  	
  117,787

  	
   

  	
  723,600

  	
   

  	
  505,214

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GECA

  	
   

  	
  ERC/ American Phoenix Life

  	
   

  	
  YRT/i

  	
   

  	
  4/16/1998

  	
   

  	
  1,172,344

  	
   

  	
  18,175

  	
   

  	
   

  	
   

  	
  4,878

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GECA

  	
   

  	
  ERC (ERAC)

  	
   

  	
  CO/i

  	
   

  	
  4/16/1998

  	
   

  	
  119,902,800

  	
   

  	
  335,238

  	
   

  	
   

  	
   

  	
  200,117

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GECA

  	
   

  	
  ERC (ERAC)

  	
   

  	
  YRT/i

  	
   

  	
  6/26/1999

  	
   

  	
  2,726,032,937

  	
   

  	
  5,172,914

  	
   

  	
   

  	
   

  	
  3,044,442

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GECA

  	
   

  	
  ERC (Pref & Standard Pool)

  	
   

  	
  YRT/i

  	
   

  	
  12/4/2000

  	
   

  	
  Reported
  Above in 6/26/99

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GECA

  	
   

  	
  ERC (Impaired Pool)

  	
   

  	
  YRT/i

  	
   

  	
  12/4/2000

  	
   

  	
  Reported
  Above in 6/26/99

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GECA

  	
   

  	
  ERC 
  (AML Retro)

  	
   

  	
  YRT/i

  	
   

  	
  1/1/2000

  	
   

  	
  Reported
  Above in 6/26/99

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GECA - LTC

  	
   

  	
  JLIC

  	
   

  	
  CO/I

  	
   

  	
  7/1/2000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  161,870,043

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  962,712,305

  	
   

  
	
   

  	
   

  	
  GECA

  	
   

  	
  FFRL Re

  	
   

  	
  MCO/i

  	
   

  	
  12/1/2000

  	
   

  	
  189,368,700

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  559,311

  	
   

  	
  110,000

  	
   

  	
  160,000

  	
   

  	
  752,420

  	
   

  
	
   

  	
   

  	
  GECA

  	
   

  	
  FFRL Re

  	
   

  	
  YRT/i

  	
   

  	
  12/1/2001

  	
   

  	
  12,465,883

  	
   

  	
  61,605

  	
   

  	
   

  	
   

  	
  16,810

  	
   

  	
  364,839

  	
   

  	
  110,231

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GECA - LTC

  	
   

  	
  Brookfield

  	
   

  	
   

  	
   

  	
  7/1/2001

  	
   

  	
   

  	
   

  	
  1,980,658,935

  	
   

  	
  124,414,535

  	
   

  	
  532,327,335

  	
   

  	
  18,565,783

  	
   

  	
  14,294,782

  	
   

  	
   

  	
   

  
	
  X

  	
   

  	
  GECA

  	
   

  	
  BLAC

  	
   

  	
   

  	
   

  	
  01/01/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  137464304

  	
   

  
	
  X

  	
   

  	
  GECA

  	
   

  	
  FCL

  	
   

  	
   

  	
   

  	
  07/01/03

  	
   

  	
  1,686,747,500

  	
   

  	
  5,758,840

  	
   

  	
   

  	
   

  	
  3,029,004

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
  X

  	
   

  	
  GECA

  	
   

  	
  FCL

  	
   

  	
   

  	
   

  	
  06/30/03

  	
   

  	
  145908122

  	
   

  	
  6,147,894

  	
   

  	
   

  	
   

  	
  6,416,417

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GECLA

  	
   

  	
  GECA

  	
   

  	
  ACO/I

  	
   

  	
  6/1/1985

  	
   

  	
   

  	
   

  	
  54,268,154

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  X

  	
   

  	
  GEGLAC

  	
   

  	
  American Mayflower of NY

  	
   

  	
  OTH/I

  	
   

  	
  3/18/2003

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  244,578

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  X

  	
   

  	
  GEGLAC

  	
   

  	
  American Mayflower of NY

  	
   

  	
  OTH/I

  	
   

  	
  3/18/2003

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  73,565

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  X

  	
   

  	
  GEGLAC

  	
   

  	
  American Mayflower of NY

  	
   

  	
  OTH/I

  	
   

  	
  3/18/2003

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  182,249

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  X

  	
   

  	
  GEGLAC

  	
   

  	
  American Mayflower of NY

  	
   

  	
  OTH/I

  	
   

  	
  3/18/2003

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  85,930

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  X

  	
   

  	
  GEGLAC

  	
   

  	
  GE Capital Life of NY

  	
   

  	
  OTH/I

  	
   

  	
  6/27/2003

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  102,666

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  X

  	
   

  	
  GEGLAC

  	
   

  	
  GE Capital Life of NY

  	
   

  	
  OTH/I

  	
   

  	
  3/18/2003

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  174,343

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  X

  	
   

  	
  GEGLAC

  	
   

  	
  GE Capital Life of NY

  	
   

  	
  OTH/I

  	
   

  	
  12/02/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  28,965

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  X

  	
   

  	
  GEGLAC

  	
   

  	
  GE Capital Life of NY

  	
   

  	
  OTH/I

  	
   

  	
  12/17/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  25,241

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GELAAC

  	
   

  	
  UFLIC

  	
   

  	
  CO/G

  	
   

  	
  1/1/1996

  	
   

  	
   

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GELAAC

  	
   

  	
  UFLIC

  	
   

  	
  Not
  available

  	
   

  	
  7/1/1977

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GELAAC

  	
   

  	
  UFLIC

  	
   

  	
  Not
  available

  	
   

  	
  1/1/1996

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GELAAC

  	
   

  	
  FHL

  	
   

  	
  YRT/I

  	
   

  	
  9/1/1986

  	
   

  	
  45,699,436

  	
   

  	
  105,833

  	
   

  	
   

  	
   

  	
  209,664

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DIS/I

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  662

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GELAAC

  	
   

  	
  FFRL Re

  	
   

  	
  CO/I

  	
   

  	
  3/1/1987

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GELAAC

  	
   

  	
  FFRL Re

  	
   

  	
  DIS/I

  	
   

  	
  3/1/1987

  	
   

  	
   

  	
   

  	
  34,141

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GELAAC

  	
   

  	
  FFRL Re

  	
   

  	
  MCO\I

  	
   

  	
  3/1/1987

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GELAAC

  	
   

  	
  FFRL Re

  	
   

  	
  YRT/I

  	
   

  	
  3/1/1987

  	
   

  	
  286,326,526

  	
   

  	
  1,594,259

  	
   

  	
   

  	
   

  	
  (2,313,662

  	
  )

  	
  175,000

  	
   

  	
  653,417

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GELAAC

  	
   

  	
  ERC

  	
   

  	
  CO/I

  	
   

  	
  11/1/1988

  	
   

  	
  257,709

  	
   

  	
  339

  	
   

  	
   

  	
   

  	
  9,600

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GELAAC

  	
   

  	
  ERC

  	
   

  	
  YRT/I

  	
   

  	
  11/1/1988

  	
   

  	
  233,226,593

  	
   

  	
  631,108

  	
   

  	
   

  	
   

  	
  784,463

  	
   

  	
  0

  	
   

  	
  142,813

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GELAAC - LTC

  	
   

  	
  GECA

  	
   

  	
  Coinsurance
  - Ind A&H

  	
   

  	
  10/1/1998

  	
   

  	
   

  	
   

  	
  71,142,020

  	
   

  	
  6,402,537

  	
   

  	
  12,737,782

  	
   

  	
   

  	
   

  	
  1,209,033

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GELAAC

  	
   

  	
  UFLIC

  	
   

  	
  Coinsurance
  - Ind A&H

  	
   

  	
  5/1/1987

  	
   

  	
   

  	
   

  	
  13,890

  	
   

  	
   

  	
   

  	
  15,486

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GELAAC

  	
   

  	
  UFLIC

  	
   

  	
  Group
  A&H

  	
   

  	
  3/1/1987

  	
   

  	
   

  	
   

  	
  254,678

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GELAAC

  	
   

  	
  ERC

  	
   

  	
  YRT
  - Ind A&H

  	
   

  	
  1/1/1984

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GELAAC

  	
   

  	
  ERC Life

  	
   

  	
  Quota
  Share Coinsurance Health

  	
   

  	
  4/1/1997

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HIC

  	
   

  	
  Viking

  	
   

  	
  Quota
  share

  	
   

  	
  1/1/1995

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
  HIC

  	
   

  	
  Westlake

  	
   

  	
  Quota
  share

  	
   

  	
  11/30/1986

  	
   

  	
  1165048

  	
   

  	
  9206

  	
   

  	
  1,141

  	
   

  	
  60,105

  	
   

  	
  279,238

  	
   

  	
  0

  	
   

  	
  0

  	
   

  



 


 


13

















 


	
   

  	
   

  	
  Ceding

  Registrant

  	
   

  	
  Assuming Party

  	
   

  	
  Type

  	
   

  	
  Agreement

  Eff. Date

  	
   

  	
  Amount in

  Force as of YE 03

  	
   

  	
  Reserve Credit

  Taken

  	
   

  	
  Unearned

  Premiums

  	
   

  	
  Premiums

  	
   

  	
  Paid

  Losses

  	
   

  	
  Upaid

  Losses

  	
   

  	
  ModCo Res.

  	
   

  
	
   

  	
   

  	
  HIC

  	
   

  	
  Westwood

  	
   

  	
  Quota
  share

  	
   

  	
  3/1/1992

  	
   

  	
  6924735

  	
   

  	
  144567

  	
   

  	
  26,922

  	
   

  	
  244,365

  	
   

  	
  369108

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XXX

  	
   

  	
  MWIC

  	
   

  	
  GEP&C

  	
   

  	
  100%
  Quota Share (Auto)

  	
   

  	
  3/31/2000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  6,781,000

  	
   

  	
  12,979,000

  	
   

  	
  2,907,000

  	
   

  	
  4,045,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UFLIC

  	
   

  	
  FHL

  	
   

  	
  DIS/I

  	
   

  	
  7/1/1977

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UFLIC

  	
   

  	
  FHL

  	
   

  	
  YRT/I

  	
   

  	
  7/1/77

  	
   

  	
   

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  61,644

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UFLIC

  	
   

  	
  GECLA

  	
   

  	
  ACO/I

  	
   

  	
  12/31/95

  	
   

  	
  90,090,978

  	
   

  	
  37,590,225

  	
   

  	
   

  	
   

  	
  1,025,147

  	
   

  	
  280,456

  	
   

  	
  1,037,244

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UFLIC

  	
   

  	
  GECLA

  	
   

  	
  ACO/G

  	
   

  	
  12/31/95

  	
   

  	
  —

  	
   

  	
  1,763,221

  	
   

  	
   

  	
   

  	
  2,771

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UFLIC

  	
   

  	
  GELAAC

  	
   

  	
  ACO/I

  	
   

  	
  1/1/96

  	
   

  	
  —

  	
   

  	
  135,349,959

  	
   

  	
   

  	
   

  	
  —

  	
   

  	
  2,335,190

  	
   

  	
  19,297

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UFLIC

  	
   

  	
  GELAAC

  	
   

  	
  YRT/G

  	
   

  	
  1/1/96

  	
   

  	
  875,039

  	
   

  	
  485,895

  	
   

  	
   

  	
   

  	
  21,515

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UFLIC

  	
   

  	
  ERC

  	
   

  	
  CO/G

  	
   

  	
  1/1/91

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UFLIC

  	
   

  	
  FHL

  	
   

  	
  YRT/I

  	
   

  	
  1/1/77

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UFLIC

  	
   

  	
  GECLA

  	
   

  	
  YRT/I

  	
   

  	
  12/31/95

  	
   

  	
   

  	
   

  	
  1,464,648

  	
   

  	
  11,354

  	
   

  	
  10,635

  	
   

  	
  66,388

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UFLIC

  	
   

  	
  GELAAC

  	
   

  	
  YRT/G

  	
   

  	
  1/1/96

  	
   

  	
   

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  7981.35

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UFLIC/PHF

  	
   

  	
  Employers Reassurance LTD Cheltenham UK

  	
   

  	
  CO/i

  	
   

  	
  1/1/1994

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  146,100

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UFLIC

  	
   

  	
  GELAAC

  	
   

  	
  YRT/G

  	
   

  	
  7/1/1977

  	
   

  	
  98,511

  	
   

  	
  200,496

  	
   

  	
   

  	
   

  	
  23,392

  	
   

  	
   

  	
   

  	
  26,717

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UFLIC

  	
   

  	
  GELAAC

  	
   

  	
  ACO/I

  	
   

  	
  7/2/1977

  	
   

  	
   

  	
   

  	
  138,278,850

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  562,803

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UFLIC

  	
   

  	
  GELAAC

  	
   

  	
  YRT
  - A&H

  	
   

  	
  7/1/1977

  	
   

  	
   

  	
   

  	
  306,642

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UFLIC

  	
   

  	
  FHL

  	
   

  	
  YRT/I

  	
   

  	
  11/1/1983

  	
   

  	
  Reported
  in Line 133 7/1/77

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  42,241

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  



 


Note:  eff. 8/1/99 ERC Life and ERC acquired
reinsurance business of American Phoenix Home Life and Reassurance Company and
certain affiliates.


 


An “X” in the first column indicate agreements entered into
during 2003.


An “XX” in the first column indicate agreements terminated
during 2003.


An “XXX” *  Agreements
were not terminated, but GE P&C, GEC, GEI, GEAH, and Bayside were
sold.  The reinsurance with MWIC is
still outstanding, but is now third party.


 


 


14

















 


Schedule
2.4(b)(iii)


GE Guarantees


 


 


1.               Guaranty dated 8-9-00, made by GE Capital
Corporation in favor of Bankers Trust with respect to L/C issued on behalf of
Sponsored Captive Re, Inc.


 


2.               Letter Agreement dated 10-21-02, made by GEFAHI in
favor of Brookfield with respect to capital support in connection with business
assumed from FCL(5)


 


3.               Guarantee dated 11-18-03 by GECC relating to GECA’s
Funding Agreements


 


4.               Guarantee dated 11-18-03 by GECC relating to
GELAAC’s Funding Agreements


 


5.                Assurance Letter/Guaranty dated 1-22-04 made by
GEFAHI, in favor of Financial Assurance Company Limited (“FACL”) and Financial
Insurance Company Limited (“FICL”) in connection with FACL’s acquisition of
Consolidated Insurance Group, Limited.(6)


 


6.               Assurance Letter/Guaranty dated April 13, 2004 made
by GEFAHI in favor of Financial Assurance Company Limited (“FACL”) and
Financial Insurance Company Limited (“FICL”) in connection with the reinsurance
arrangements between FACL, FICL and Viking Insurance Company Limited (7)


 


7.               Support Agreement dated as of 5-15-03, made by
GEFAHI in favor of ABN AMRO, Amsterdam Funding Corporation and certain Banks
(Commission Funding)(8)


 


8.               Performance Guaranty dated as of 12-3-99, made by GE
Capital Corporation in favor of GEFA Special Purpose One, Edison Asset
Securitization and GE Capital Corporation (as Operating Agent and Collateral
Agent), as amended and restated pursuant to an Amended and Restated Performance
Guaranty dated as of 9-27-01


 


9.               Limited Guaranty dated as of 6-21-01, made by GEFAHI
in favor of Edison Asset Securitization and GE Capital Corporation (GEFA SPV
2)(9)


 












(5)                                  To
continue until assumed by Genworth.


 


(6)                                  To
be assumed by Genworth upon the Initial Public Offering (subject to the
approval of the UK’s Financial Services Authority).


 


(7)                                  To
be assumed by Genworth upon the Initial Public Offering (subject to the
approval of the UK’s Financial Services Authority).


 


(8)                                  To
continue until assumed by Genworth.


 


(9)                                  To
continue until assumed by Genworth.


 


 


1

















 


10.         Performance Guaranty dated as of 6-21-01, made by GE Capital
Corporation in favor of GEFA Special Purpose Two, Edison Asset Securitization
and GE Capital Corporation (as Operating Agent and Collateral Agent)


 


11.         Support Agreement dated as of 6-21-01, made by GE Capital Corporation
in favor of Edison Asset Securitization and GE Capital (as Operating Agent and
Collateral Agent)


 


12.         Performance Guaranty dated as of 11-14-00, made by GE Capital
Corporation in favor of GEFA Special Purpose Three, Edison Asset Securitization
and GE Capital Corporation (as Operating Agent and Collateral Agent), as
amended and restated pursuant to an Amended and Restated Performance Guaranty
dated as of 9-27-01


 


13.         Limited Guaranty dated as of 6-11-01, made by GEFAHI in favor of Edison
Asset Securitization and GE Capital Corporation (GEFA SPV 4), as amended and
restated pursuant to an Amended and Restated Guaranty dated as of 9-27-01(10)


 


14.         Performance Guaranty dated as of 6-11-01, made by GE Capital
Corporation in favor of GEFA Special Purpose Four, Edison Asset Securitization
and GE Capital Corporation (as Operating Agent and Collateral Agent), as
amended and restated pursuant to an Amended and Restated Performance Guaranty
dated as of 9-27-01


 


15.         Support Agreement dated as of 6-11-01, made by GE Capital Corporation
in favor of Edison Asset Securitization and GE Capital Corporation (as
Operating Agent and Collateral Agent), as amended and restated pursuant to an
Amended and Restated Support Agreement dated as of 9-27-01


 


16.         Limited Guaranty dated as of 3-28-02, made by GEFAHI in favor of Edison
Asset Securitization and GECC (Omega)(11)


 


17.         Performance Guaranty dated as of 3-28-02 made by General Electric
Company in favor of GEFA Special Purpose Six, Edison Asset Securitization and
GE Capital Corporation (As Operating Agent and Collateral Agent) (Omega)


 


18.         Support Agreement dated as of 3-28-02, made by GE Capital Corporation
in favor of GEFA Special Purpose Six, Edison Asset Securitization and GE
Capital Corporation (as Operating Agent and Collateral Agent) (Omega)


 


19.         Performance Guaranty dated as of 3-28-02 made by GE Capital Corporation
in favor of GEFA Special Purpose Six, Edison Asset Securitization and GE
Capital Corporation (As Operating Agent and Collateral Agent) (Omega)


 












(10)         To continue until assumed
by Genworth.


 


(11)         To continue until assumed
by Genworth.


 


2

















 


20.         Comfort Letter dated as of 1-6-95, made by GE Capital Corporation in
favor of the Canadian Superintendent of Financial Institutions relating to
GEMICO(12)


 


21.         General Electric Capital Corporation’s obligations under the Grant
Agreements dated 19th December, 1997 relating to the properties
located at Bay numbers 133-134 of the Shannon Free Zone, Ireland.


 


22.         General Electric Capital Corporation’s obligations under the Lease
Agreements dated 25th November, 1998, 1st July 2000, 14
January 2002 and 31 October 2001 relating respectively to the properties
located at Bay numbers 133-134, 135, 136 and 137 of the Shannon Free Zone,
Ireland.


 


23.         General
Electric Capital Services, Inc.’s obligations under the ISDA Master Agreement,
relating to the Credit Derivates Transaction, entered into with Deutsche Bank
AG London Branch dated as of March 13, 2002 relating to Brookfield Life
Assurance Company’s USD 400,000,000 Floating Rate Note Program Series 2002-A-1,
including any renewals thereof


 


24.         The obligations of GEFAHI, GECC and GE Capital Asia Investments under
the Stock Purchase Agreement, dated June 26, 2003, as amended on August 29,
2003, among Brookfield Life Assurance Co., Ltd., GEFAHI, General Electric
Capital Corporation, GE Capital Asia Investments (collectively, the “Seller”)
and American International Reinsurance Company, Ltd., except as provided on
Schedule 2.3(b)(iv), item 2.


 












(12)                            To
continue until GE is deemed not to “Control” Genworth as such term is defined
in the Insurance Companies Act of Canada.


 


3

















 


Schedule
2.9


 


European Creditor Business Entities


 


Part
A:  To be transferred to Genworth
pursuant to stock transfer agreement


 


•                  CFI Administrators Limited


 


•                  CFI Pension Trustees Limited


 


•                  Ennington Properties Limited(13)


 


•                  Financial Insurance Guernsey PCC Limited


 


•                  FIG Ireland Limited


 


•                  RD Plus SA


 


•                  Assocred SA


 


•                  Financial Insurance Group Services Limited


 


•                  Financial New Life Company Limited


 


•                  World Cover Direct Limited


 


Part
B:  To be transferred to Genworth
pursuant to the UK Transfer Plan or the FACL Fall-back Stock Transfer Agreement


 


•                  Consolidated Insurance Group Limited


 


•                  Financial Insurance Company Limited


 


•                  Financial Assurance Company Limited(14)


 


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


 


•                  GE Financial Assurance, Compania de Seguros y Reaseguros de vida S.A.


 












(13)                            The
stock of this entity will transfer to Genworth by virtue of the transfer of the
stock of its immediate parent company, CFI Administrators Limited


 


(14)                            The
stock of this entity is only to be transferred to Genworth if the UK Transfer
has not taken effect by December 28, 2004


 


 


1

















 


Schedule
3.2(d)


 


Surplus Note Payments


 


	
  Surplus Note:

  	
   

  	
  Original

  Principal

  Amount:

  	
   

  	
  Principal

  Amount to be

  Paid on Closing

  Date:

  	
   

  	
  Accrued

  Interest to be

  Paid on Closing

  Date:

  
	
  8% surplus
  note due September 30, 2020 issued by JLIC to GEFAHI

  	
   

  	
  $

  	
  260,000,000

  	
   

  	
  $

  	
  260,000,000

  

  (paid to GEFAHI)

  	
   

  	
  $

  	
  [73,666,667]

  

  (paid to GEFAHI)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7% surplus
  note due November 30, 2021 issued by JLIC to GEFAHI

  	
   

  	
  $

  	
  58,000,000

  	
   

  	
  $

  	
  58,000,000

  

  (paid to GEFAHI)

  	
   

  	
  $

  	
  [9,428,222]

  

  (paid to GEFAHI)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.16%
  surplus note due May 31, 2022 issued by JLIC to GEFAHI

  	
   

  	
  $

  	
  51,000,000

  	
   

  	
  $

  	
  51,000,000

  

  (paid to GEFAHI)

  	
   

  	
  $

  	
  [4,086,290]

  

  (paid to GEFAHI)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7% surplus
  note due May 31, 2021 issued by JLIC to Brookfield

  	
   

  	
  $

  	
  91,000,000

  	
   

  	
  $

  	
  91,000,000

  

  (paid to Brookfield)

  	
   

  	
  $

  	
  [2,388,750]

  

  (paid to Brookfield)

  



 


 


1

















 


Schedule
3.2(f)


 


Dividends


 


First Colony paid to FHL a
dividend of  $428,078,122;


 


FHL paid to GECA a dividend of
$444,329,115;


 


FHL paid to GEFAHI a dividend
of  $10,081,431;


 


GELAAC paid to GECA a dividend
of $341,670,297;


 


GELAAC paid to FHL a dividend
of $51,143,442;


 


GELAAC paid to GEFAHI a
dividend of $12,702,784;


 


GECA paid to GNA a dividend of
$837,243,502;


 


GNA paid to GEFAHI a dividend
of $678,082,648;


 


Brookfield paid to GEFAHI a dividend of $183,123,333; and


 


Viking paid to GELCO a dividend of 
$225,000,000.


 


1

















 


Schedule
3.9(a)


 


Consideration for Transfers Pursuant to
French Transfer Agreement


 


The
consideration for the transfers to be effected pursuant to the French Transfer
Agreement shall be $68,000,000 plus Surplus Transferred from Vie Plus P&S
to Vie Plus Creditor after March 31, 2004 or minus Surplus Transferred from Vie
Plus Creditor to Vie Plus P&S after March 31, 2004 (the result being the
“French Sale Price”).  The French Sale
Price shall be inserted into the French Transfer Agreement as the Sale Price.


 


“Surplus Transferred from Vie
Plus P&S to Vie Plus Creditor after March 31, 2004” means the increase in
total stockholder’s interest (excluding total accumulated non-owner changes in
stockholder’s interest) of Vie Plus Creditor from March 31, 2004 to the date of
the Closing under the French Transfer Agreement after adjusting total
stockholder’s interest on the latter date by subtracting net income (or adding
net loss) previously reflected in any income statement of Vie Plus Creditor as
included in Genworth’s financial statements.


 


“Surplus Transferred from Vie
Plus Creditor to Vie Plus P&S after March 31, 2004” means the decrease in
total stockholder’s interest (excluding total accumulated non-owner changes in
stockholder’s interest) of Vie Plus Creditor from March 31, 2004 to the date of
the Closing under the French Transfer Agreement after adjusting total
stockholder’s interest on the latter date by subtracting net income (or adding
net loss) previously reflected in any income statement of Vie Plus Creditor as
included in Genworth’s financial statements.


 


“Vie Plus Creditor” means the
Business as defined in the French Transfer Agreement.


 


“Vie Plus P&S” means the
business of Vie Plus S.A. excluding the Business as defined in the French
Transfer Agreement.


 


Any defined term not defined or
otherwise identified in this Schedule shall have the meaning ascribed to that
term in the Master Agreement.


 


 


1

















 


Schedule
3.9(c)


 


Amendments to Consideration for French
Business if French Transfer Agreement Does Not Take Effect


 


In
the event that the French Transfer Agreement does not take effect by the
earlier of the date on which Vie Plus S.A. and FINCL agree to abandon efforts to
obtain requisite regulatory approvals thereunder and December 31, 2005, in lieu
of the Portfolio Transfer, (i) the French Reinsurance Agreement shall continue
in effect; (ii) FINCL shall pay Vie Plus S.A. in cash the French Sale Price as
hereinafter defined; and (iii) the parties to the French Transfer Agreement
shall cause that agreement to be amended to exclude the Portfolio Transfer and
to transfer the balance of the Business to FINCL.  Any such amendment shall take into consideration all relevant legal
and regulatory implications, which may include replacing the French Transfer
Agreement with one or more agreements or arrangements concerning the transfer
of specific assets of the Business.


 


The
French Sale Price shall be paid in consideration of the continuation of the
French Reinsurance Agreement and the transfer of the tangible assets and the
intangible assets provided for in the French Transfer Agreement (excluding the
Portfolio Transfer).  The French Sale Price
shall be $68,000,000 less the Adjustment.


 


“Adjustment” equals


US GAAP Equity
of Vie Plus Creditor at March 31, 2004


plus        Net Unrealized Investment
Gains Attributable to Vie Plus Creditor


plus        Creditor Investment Income


less         Net Unrealized Investment
Losses Attributable to Vie Plus Creditor


less         Treaty Return


 


“Net Unrealized Investment
Gains Attributable to Vie Plus Creditor” and “Net Unrealized Investment Losses
Attributable to Vie Plus Creditor” shall be calculated by reference to the
investments used in the calculation of Creditor Investment Income.


 


“Creditor Investment Income”
means the pro-rata share of Investment Income in Vie Plus S.A. attributable to
Vie Plus Creditor from March 31, 2004 to the Closing under the French Transfer
Agreement.  Vie Plus Creditor’s share of
the investments shall be defined by the March 31, 2004 balance sheet of Vie
Plus Creditor as included in the Registration Statements, adjusted at the time
of, and to reflect the effect of, any later transfer of surplus between Vie
Plus Creditor and Vie Plus P&S.


 


“Investment Income” shall mean
all amounts derived from the holding of investments which are treated, in
accordance with Vie Plus S.A.’s normal U.S. GAAP accounting policies, as being
of an income nature, including any gains on the realization of those investments
and having taken account of any losses on the realization of those
investments.  For the avoidance of
doubt, “Investment Income” shall not include any unrealized investment gains or
unrealized investment losses attributable to such investments.


 


 


1

















 


“Treaty Return” means the interest on the Deposit calculated
in reference to Article 5 of the French Reinsurance Agreement.


 


“Vie Plus Creditor” means the
Business as defined under the French Transfer Agreement.


 


“Vie Plus P&S” means the
business of Vie Plus S.A. excluding the Business as defined in the French
Transfer Agreement.


 


Any defined term not defined in
this Schedule shall have the meaning ascribed to that term in the Master
Agreement or the French Transfer Agreement, as appropriate.


 


2

















 


Schedule
4.1


 


Annual Corporate Reporting Data


 


Annual Corporate Reporting Data
worksheet within Excel document attached hereto


 


 


1

















 


Schedule 4.1
Annual Corporate Reporting Data


 


CDR Submissions/ Data requirements [Closing the Books]


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (C)

  	
   

  
	
  Schedule Name(s)

  	
   

  	
  Description
  (Contents)

  	
   

  	
  Est. Due

  date

  	
   

  	
  Cons

  	
   

  	
  Equity/

  Cost -

  Penske

  Model -

  (A)

  	
   

  	
  Equity/

  Cost -

  SES

  Model -

  (B)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TRSY interest allocation

  	
   

  	
   

  	
   

  	
  12/15/03

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  MF System closes

  	
   

  	
   

  	
   

  	
  12/18/03

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  MTM to Biz on Livelink

  	
   

  	
   

  	
   

  	
  12/18/03

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  TRSY interest allocation to DPL - IA on
  Internet

  	
   

  	
   

  	
   

  	
  12/19/03

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  Corporate freight in DPL

  	
   

  	
   

  	
   

  	
  12/19/03

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CTA Avaliable on Internet

  	
   

  	
   

  	
   

  	
  12/22/03

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  APL File in DPL

  	
   

  	
   

  	
   

  	
  12/23/03

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  Payroll in DPL

  	
   

  	
   

  	
   

  	
  12/24/03

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBS billing cut-off

  	
   

  	
   

  	
   

  	
  12/25/03

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CBSI Payroll to DPL

  	
   

  	
   

  	
   

  	
  12/25/03

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A/P to DPL

  	
   

  	
   

  	
   

  	
  12/25/03

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  12/26/03

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  MTM Hedge entries via e-mail

  	
   

  	
   

  	
   

  	
  12/26/03

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  12/29/03

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  12/30/03

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  Fixed Assets to DPL

  	
   

  	
   

  	
   

  	
  12/30/03

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBS in DPL

  	
   

  	
   

  	
   

  	
  12/30/03

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  12/31/03

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  1/1/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  ATOM Smart Filter - CMS

  	
   

  	
   

  	
   

  	
  1/1/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  1/2/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  1/3/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  1/4/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  All AU files - 6:00PM

  	
   

  	
   

  	
   

  	
  1/5/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  1/5/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  1/6/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  1/7/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  Net Income to GE

  	
   

  	
   

  	
   

  	
  1/8/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  Full Trial Balance to GE

  	
   

  	
   

  	
   

  	
  1/9/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  TRSY Country risk sub account/current
  account rec due

  	
   

  	
   

  	
   

  	
  1/9/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  



 












(A)  If  Genworth is similar to Penske I.e it’s own
BSLA rolling up to the segment ( Penske rolls to EM), then the “4” for equity
and cost would be required.


 


(B) If Genworth is simlilar to SES i.e. an
entry booked each month/ quarter by an operating unit (SES entry made by SFG in
their own BSLA) then the “4” for equity and cost columns would NOT be required,
however, the necessary financial information to continue to account for the
equity/ cost investment would be required.


 


(C) After prior consultation with Genworth,
not less than 60 days prior to the date on which the investment in Genworth is
first reported using the equity method, GE will advise Genworth whether to
follow the Penske Model or the SES Model. 
Thereafter and so long as the investment in Genworth is reported using
the equity method, at the request of either party to be made by such party no
more frequently than once every 6 months, Genworth and GE will work together in
good faith to address requested modifications of the reporting under the equity
method.


 


2

















 


	
  Schedule Name(s)

  	
   

  	
  Description (Contents)

  	
   

  	
  Est. Due

  date

  	
   

  	
  Cons

  	
   

  	
  Equity

  	
   

  	
  Cost

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FAS 133 template

  	
   

  	
   

  	
   

  	
  1/5/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Acquisition / Disposition
  Information

  	
   

  	
  Revenue and NI (Excel)

  	
   

  	
  1/9/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Acquisition / Disposition
  Tracker

  	
   

  	
  Acquisitions and Dispositions Closed in the Quarter (Excel)

  	
   

  	
  1/9/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Acquisition / Disposition
  Webtool

  	
   

  	
  Acquisition and Disposition Tracker (Webtool)

  	
   

  	
  1/9/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Geographic Summary

  	
   

  	
  Confirmation of numeric data via e-mail

  	
   

  	
  1/8/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  DR4MGOP (FP&A)

  	
   

  	
  Volume / Write Offs / Equity / Non -Earnings

  	
   

  	
  1/8/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR4FX (FP&A)

  	
   

  	
  FX Revenue and NI

  	
   

  	
  1/9/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR140 (FP&A)

  	
   

  	
  Gains DR

  	
   

  	
  1/9/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Balance Sheet and P&L
  (Note)

  	
   

  	
  Spreadsheet / Presentation Format

  	
   

  	
   

  	
  (D)

  	
   

  	
   

  	
  *

  	
   

  	
  *

  	
   

  
	
  Key Drivers Analysis /
  Discussion  (Note)

  	
   

  	
   

  	
   

  	
   

  	
  (D)

  	
   

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  WRI Non Earning (FP&A)

  	
   

  	
  Non Earning > $3MM

  	
   

  	
  1/10/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Comments (FP&A)

  	
   

  	
  WRI - Gains, Other One-Offs, Other Tax

  	
   

  	
  1/9/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Unusual / Non-Recurring Items
  > $10MM

  	
   

  	
  E-mail Submission

  	
   

  	
  1/9/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR107BL

  	
   

  	
  Non Earning

  	
   

  	
  1/9/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR019AS3.2

  	
   

  	
  Roll Forward – Investment Securities Assets 3.2

  	
   

  	
  1/9/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CF-1 for Cash Flow

  	
   

  	
   

  	
   

  	
  1/10/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Non Earning (DR107BL)

  	
   

  	
  Non Earning; WRI Non Earning (DR107BL) – Variance Commentary

  	
   

  	
  1/10/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR 106

  	
   

  	
  Financing Receivables

  	
   

  	
  1/10/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR 171

  	
   

  	
  Intangible Assets

  	
   

  	
  1/10/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR115REC

  	
   

  	
  FAS115 Reconciliation

  	
   

  	
  1/10/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Non Earning (DR107BL)

  	
   

  	
  Non Earning; WRI Non Earning (DR107BL) – Variance Commentary

  	
   

  	
  1/11/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI AFL

  	
   

  	
  WRI Allowance for Losses – Variance Commentary

  	
   

  	
  1/11/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI FAS 115 Rec (DR 115 Rec)

  	
   

  	
  WRI FAS 115 Gains/losses Reconciliation -Variance Commentary

  	
   

  	
  1/11/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Financing Receivables (DR
  106)

  	
   

  	
  WRI Financing Receivables (DR106) including roll forward for loans
  and leases – Variance Commentary

  	
   

  	
  1/11/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Intangible Assets (DR 171)

  	
   

  	
  WRI  Intangible Assets  (DR171) – Variance Commentary

  	
   

  	
  1/11/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Invest Sec. RollForward
  (DR 109 ULA)

  	
   

  	
  Roll Forward-Variance Commentary and ULA security Listing

  	
   

  	
  1/11/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Investment Sec. Realized
  Gains / Losses (DR 019 AS 3.2)

  	
   

  	
  WRI Realized Gains/Losses -Variance Commentary and Impairment Listing

  	
   

  	
  1/11/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI MD&A Balance Sheet
  Analysis

  	
   

  	
  Variance Commentary for Balance Sheet

  	
   

  	
  1/12/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR – GECS Revenue

  	
   

  	
  EIA

  	
   

  	
  1/12/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR- 450 Minority Interest

  	
   

  	
  Minority Interest

  	
   

  	
  1/12/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI- Minority Interest

  	
   

  	
  Minority Interest

  	
   

  	
  1/12/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Geographic Summary

  	
   

  	
  Variance Commentary for all line items on a QTD basis

  	
   

  	
  1/13/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  WRI – GECS Revenues

  	
   

  	
  EIA

  	
   

  	
  1/13/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR – Other Liabilities (DR
  XXX)

  	
   

  	
  OTL

  	
   

  	
  1/15/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR019ULA

  	
   

  	
  Unrealized Loss Aging

  	
   

  	
  1/15/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR103

  	
   

  	
  Insurance Liabilities, Reserves and Annuity Benefits- Component
  Details

  	
   

  	
  1/15/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR180

  	
   

  	
  ELTO & PP&E

  	
   

  	
  1/15/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR113

  	
   

  	
  Other Assets

  	
   

  	
  1/15/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  WRI – Accounts Payable (DR
  307)

  	
   

  	
  A/P

  	
   

  	
  1/16/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI – Other Liabilities

  	
   

  	
  OTL

  	
   

  	
  1/16/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Insurance Liabilities
  Reserve

  	
   

  	
  WRI Business Details – Variance Commentary

  	
   

  	
  1/16/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI MD&A P&L Analysis

  	
   

  	
  Variance Commentary for Income Statement - P&L

  	
   

  	
  1/16/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  



 












(D) - Under Equity Method the P&L, Balance Sheet, and Key Drivers
will be due per the GE timeline as provided in the quarterly instructions.


(D) - Under Cost Method the P&L, Balance Sheet, and Key Drivers
will be due per the Genworth quarterly SEC filing timelines.


 


3

















 


	
  Schedule Name(s)

  	
   

  	
  Description (Contents)

  	
   

  	
  Est. Due

  date

  	
   

  	
  Cons

  	
   

  	
  Equity

  	
   

  	
  Cost

  	
   

  
	
  WRI - ELTO / PP&E (DR180)

  	
   

  	
  PPE & ELTO (DR180) – Variance Commentary

  	
   

  	
  1/16/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR – Non-Cancelable Leases

  	
   

  	
  NCL

  	
   

  	
  1/16/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR – Op & Admin

  	
   

  	
  OPA

  	
   

  	
  1/16/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR – Other Receivables

  	
   

  	
  OTR

  	
   

  	
  1/16/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR106CM

  	
   

  	
  Financing Receivables – Contractual Maturities

  	
   

  	
  1/16/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR106FL

  	
   

  	
  Financing Receivables – Financing Leases

  	
   

  	
  1/16/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR019AS3

  	
   

  	
  Contractual Maturities – Investment Securities Assets 3

  	
   

  	
  1/17/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR103

  	
   

  	
  Insurance Liabilities, Reserves and Annuity Benefits-:1) Average
  yield used in Computation of future benefits 2) Roll Forward- Unpaid
  claims/claim adjustment expenses 3) Financial Guarantees and credit life risk
  4) Property and casualty operations

  	
   

  	
  1/17/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI – Insurance Premiums

  	
   

  	
  WRI- Insurance Premiums

  	
   

  	
  1/17/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI – Inv. Sec. Component
  Detail

  	
   

  	
  WRI Component details of Investment Securities Variance Commentary

  	
   

  	
  1/17/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI – Non-Cancelable Leases

  	
   

  	
  NCL

  	
   

  	
  1/17/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI – Op & Admin

  	
   

  	
  OPA

  	
   

  	
  1/17/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI – Other Receivables

  	
   

  	
  OTR

  	
   

  	
  1/17/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Financing Leases

  	
   

  	
  WRI Financing Leases  
  (DR106FL) –Variance Commentary.

  	
   

  	
  1/17/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI – Other Assets (DR 113)

  	
   

  	
  WRI Other Assets  (DR113)
  including roll forward for Associated Companies and Real Estate – Variance
  Commentary

  	
   

  	
  1/17/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  WRI Insurance Receivables

  	
   

  	
  Variance Commentary

  	
   

  	
  1/17/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Invest Sec business detail

  	
   

  	
  WRI- Business Details - Variance Commentary

  	
   

  	
  1/17/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR030FI

  	
   

  	
  Financial Instruments

  	
   

  	
  1/19/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR119RNA

  	
   

  	
  Net Restricted Assets

  	
   

  	
  1/19/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI – Component Detail-
  Insurance Liabilities (DR 103)

  	
   

  	
  WRI- Component Detail of Insurance Liabilties, Reserves and Annuity
  Benefits - Variance Commentary

  	
   

  	
  1/19/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI – Financial Guarantees and
  Credit Life (DR 103)

  	
   

  	
  WRI- Financial Guarantees and Credit Life - Variance Commentary

  	
   

  	
  1/19/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI – Insurance Losses

  	
   

  	
  WRI- Insurance Losses - Variance Commentary

  	
   

  	
  1/19/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI – Unpaid Claims
  Rollforward (DR 103)

  	
   

  	
  WRI – Insurance Reserves; Unpaid Claims and Claim Adjustment Expenses
  - Variance Commentary

  	
   

  	
  1/19/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Financing Rec. Contractual
  Maturities (DR 106)

  	
   

  	
  WRI Financing Receivables -Contractual maturities    (DR106CM) –Variance Commentary.

  	
   

  	
  1/19/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Invest. Sec Contractual
  Maturities (DR 019 AS 3_

  	
   

  	
  WRI Contractual Maturities Debt Securities - Variance Commentary

  	
   

  	
  1/19/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI  - Financial Instruments (DR030FI)

  	
   

  	
  WRI Financial Instruments (DR 030FI) – Variance Commentary

  	
   

  	
  1/20/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI – Resticted Net Assets (DR
  119RNA)

  	
   

  	
  WRI- Restricted Net Assets

  	
   

  	
  1/20/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


NOTE Ongoing P&L and Balance Sheet and Key
Drivers Comments Required Under Equity Method and Cost Method for Operational
Management Oversight Purposes, In addition For Purposes of GE Bookkeeping


 


4

















 


MD&A and Annual Report


 


	
  Schedule Name(s)

  	
   

  	
  Description (Contents)

  	
   

  	
  Est. Due

  date

  	
   

  	
  Cons

  	
   

  	
  Equity

  	
   

  	
  Cost

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MD&A CAP Draft to businesses for review

  	
   

  	
   

  	
   

  	
  1/20/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MD&A Ops Draft  to businesses for review

  	
   

  	
   

  	
   

  	
  1/21/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comments on MD&A CAP due

  	
   

  	
   

  	
   

  	
  1/22/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MD&A SFD Draft MD&A FR&L
  Draft  to businesses for review

  	
   

  	
   

  	
   

  	
  1/24/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comments on MD&A Ops due

  	
   

  	
   

  	
   

  	
  1/24/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comments on MD&A SFD & FR&L due

  	
   

  	
   

  	
   

  	
  1/26/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entire MD&A Draft To Businesses For S-O
  Review

  	
   

  	
   

  	
   

  	
  1/27/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  S-O Supplemental Acknowledgements Due From
  Businesses

  	
   

  	
   

  	
   

  	
  1/30/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Draft A/R to Disclosure Committee

  	
   

  	
   

  	
   

  	
  1/30/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Draft AR #1 of Genworth to GE

  	
   

  	
   

  	
   

  	
  TBD

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  Disclosure Committee Mtg. A/R Review

  	
   

  	
   

  	
   

  	
  2/4/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Disclosure Committee Meeting A/R Review –
  Continued

  	
   

  	
   

  	
   

  	
  2/5/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Draft AR #2 of Genworth to GE

  	
   

  	
   

  	
   

  	
  TBD

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  A/R To Graphics

  	
   

  	
   

  	
   

  	
  2/6/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Graphics Prints Board Copies Of A/R

  	
   

  	
   

  	
   

  	
  2/7/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A/R Mailed to Board

  	
   

  	
   

  	
   

  	
  2/9/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GECS/GECC 10-K  Item 1 to Op-Segments discussion  to businesses for review

  	
   

  	
   

  	
   

  	
  2/10/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JRI Annual Closing Review Meeting

  	
   

  	
   

  	
   

  	
  2/11/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A/R Verification meetings – all day

  	
   

  	
   

  	
   

  	
  2/12/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GE Board Meeting To Review A/R

  	
   

  	
   

  	
   

  	
  2/13/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Last day for Non-BOD changes

  	
   

  	
   

  	
   

  	
  2/13/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GECS/GECC 10-K  Item 1 to Op-Segments discussion comments due

  	
   

  	
   

  	
   

  	
  2/13/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1st Set Printer Proofs

  	
   

  	
   

  	
   

  	
  2/13/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Team To Printers

  	
   

  	
   

  	
   

  	
  2/14/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Final AR of Genworth to GE

  	
   

  	
   

  	
   

  	
  TBD

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  Team At Printers Verifying proofs

  	
   

  	
   

  	
   

  	
  2/15/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Incorporate Board Comments

  	
   

  	
   

  	
   

  	
  2/16/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A/R Proofs Review

  	
   

  	
   

  	
   

  	
  2/16/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Last Date for BOD Changes)

  	
   

  	
   

  	
   

  	
  2/16/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Business Descriptions

  	
   

  	
   

  	
   

  	
  2/16/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A/R Proofs Reviewed & Approved

  	
   

  	
   

  	
   

  	
  2/17/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A/R Printing

  	
   

  	
   

  	
   

  	
  2/18/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A/R Printing

  	
   

  	
   

  	
   

  	
  2/18/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Genworth Draft 1 10K to GE

  	
   

  	
   

  	
   

  	
  TBD

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  Draft 10-K To Businesses For S-O Review

  	
   

  	
   

  	
   

  	
  2/25/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  S-O Supplemental Ack. on 10-K Due From
  Businesses

  	
   

  	
   

  	
   

  	
  2/26/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Draft 10-Ks to Disclosure Committee

  	
   

  	
   

  	
   

  	
  2/26/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Genworth Draft 2 10K to GE

  	
   

  	
   

  	
   

  	
  TBD

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  Disclosure Committee Meeting Review of
  10-Ks

  	
   

  	
   

  	
   

  	
  2/27/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10-K Review With KSS/JRI

  	
   

  	
   

  	
   

  	
  3/1/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mail 10-K To Board

  	
   

  	
   

  	
   

  	
  3/1/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GECS Board Telecom Meeting on 10-K

  	
   

  	
   

  	
   

  	
  3/2/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Edgarize 10-Ks

  	
   

  	
   

  	
   

  	
  3/2/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Genworth Final 10K to GE

  	
   

  	
   

  	
   

  	
  TBD

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  File 10-Ks (All Major Registrants)

  	
   

  	
   

  	
   

  	
  3/4/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  File DEF14A (proxy)

  	
   

  	
   

  	
   

  	
  3/9/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Begin Mailing A/R

  	
   

  	
   

  	
   

  	
  3/9/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


5

















 


 


 


Schedule
4.2(a)


 


First and Second Quarter Corporate Reporting
Data


 


See First and Second Quarter
Corporate Reporting Data worksheet within Excel document attached hereto


 


 


1

















 


Schedule 4.2(a) First and Second Quarter Corporate
Reporting Data


 


	
  CDR Submissions/ Data requirements [Closing the Books]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  C

  	
   

  
	
  Schedule Name(s)

  	
   

  	
  Description
  (Contents)

  	
   

  	
  Est. Due

  date - Q1

  	
   

  	
  Est. Due

  date - Q2

  	
   

  	
  Cons

  	
   

  	
  Equity/

  Cost -

  Penske

  Model -

  (A)

  	
   

  	
  Equity/

  Cost -

  SES

  Model -

  (B)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TRSY interest allocation

  	
   

  	
   

  	
   

  	
  3/11/04

  	
   

  	
  6/11/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  MF System closes

  	
   

  	
   

  	
   

  	
  3/14/04

  	
   

  	
  6/14/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  MTM to Biz on Livelink

  	
   

  	
   

  	
   

  	
  3/14/04

  	
   

  	
  6/14/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  TRSY interest allocation to DPL - IA on
  Internet

  	
   

  	
   

  	
   

  	
  3/15/04

  	
   

  	
  6/15/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  Corporate freight in DPL

  	
   

  	
   

  	
   

  	
  3/15/04

  	
   

  	
  6/15/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CTA Avaliable on Internet

  	
   

  	
   

  	
   

  	
  3/22/04

  	
   

  	
  6/22/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  APL File in DPL

  	
   

  	
   

  	
   

  	
  3/23/04

  	
   

  	
  6/23/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  Payroll in DPL

  	
   

  	
   

  	
   

  	
  3/23/04

  	
   

  	
  6/23/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBS billing cut-off

  	
   

  	
   

  	
   

  	
  3/24/04

  	
   

  	
  6/24/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CBSI Payroll to DPL

  	
   

  	
   

  	
   

  	
  3/24/04

  	
   

  	
  6/24/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A/P to DPL

  	
   

  	
   

  	
   

  	
  3/24/04

  	
   

  	
  6/24/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  3/25/04

  	
   

  	
  6/25/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  MTM Hedge entries via e-mail

  	
   

  	
   

  	
   

  	
  3/25/04

  	
   

  	
  6/25/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  3/25/04

  	
   

  	
  6/25/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  3/26/04

  	
   

  	
  6/26/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  Fixed Assets to DPL

  	
   

  	
   

  	
   

  	
  3/26/04

  	
   

  	
  6/26/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBS in DPL

  	
   

  	
   

  	
   

  	
  3/26/04

  	
   

  	
  6/26/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  3/27/04

  	
   

  	
  6/27/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  3/28/04

  	
   

  	
  6/28/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  ATOM Smart Filter - CMS

  	
   

  	
   

  	
   

  	
  3/28/04

  	
   

  	
  6/28/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  3/30/04

  	
   

  	
  6/30/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  3/30/04

  	
   

  	
  6/30/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  3/30/04

  	
   

  	
  6/30/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  All AU files - 11:59 p.m.

  	
   

  	
   

  	
   

  	
  3/30/04

  	
   

  	
  6/29/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  3/30/04

  	
   

  	
  6/30/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  3/30/04

  	
   

  	
  6/30/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  3/30/04

  	
   

  	
  6/30/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  Net Income to GE

  	
   

  	
   

  	
   

  	
  4/1/04

  	
   

  	
  7/1/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  Full Trial Balance to GE

  	
   

  	
   

  	
   

  	
  4/2/04

  	
   

  	
  7/2/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  TRSY Country rick sub account/current
  account rec due

  	
   

  	
   

  	
   

  	
  4/9/04

  	
   

  	
  7/9/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  



 












(A) If Genworth is treated
similar to Penske i.e it’s own BSLA rolling up to the segment (Penske rolls to
EM), then the “4” for equity and cost would be required.


 


(B) If Genworth is simlilar to
SES i.e. an entry booked each month/ quarter by an operating unit (SES entry
made by SFG in their own BSLA) then the “4” for equity and cost columns would
NOT be required, however, the necessary financial information to continue to
account for the equity/ cost investment would be required.


 


(C) After prior consultation
with Genworth, not less than 60 days prior to the date on which the investment
in Genworth is first reported using the equity method, GE will advise Genworth
whether to follow the Penske Model or the SES Model.  Thereafter and so long as the investment in Genworth is reported
using the equity method, at the request of either party to be made by such
party no more frequently than once every 6 months, Genworth and GE will work
together in good faith to address requested modifications of the reporting
under the equity method.


 


 


2

















 


	
  Schedule Name(s)

  	
   

  	
  Description (Contents)

  	
   

  	
  Est. Due

  date

  	
   

  	
  Est. Due

  date

  	
   

  	
  Cons

  	
   

  	
  Equity

  	
   

  	
  Cost

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FAS 133 template

  	
   

  	
   

  	
   

  	
  3/31/04

  	
   

  	
  6/30/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Acquisition / Disposition Information

  	
   

  	
  Revenue and
  NI (Excel)

  	
   

  	
  4/2/04

  	
   

  	
  7/2/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Acquisition / Disposition Tracker

  	
   

  	
  Acquisitions
  and Dispostions Closed in the Quarter (Excel)

  	
   

  	
  4/2/04

  	
   

  	
  7/2/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Acquisition / Disposition Webtool

  	
   

  	
  Acquisition
  and Disposition Tracker (Webtool)

  	
   

  	
  4/2/04

  	
   

  	
  7/2/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR019AS3.2

  	
   

  	
  Roll
  Forward- Investment Securities

  	
   

  	
  4/3/04

  	
   

  	
  7/3/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR107BL

  	
   

  	
  Non Earning

  	
   

  	
  4/3/04

  	
   

  	
  7/3/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR 106

  	
   

  	
  Financing
  Receivables

  	
   

  	
  4/3/04

  	
   

  	
  7/3/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR 171

  	
   

  	
  Intangible
  Assets

  	
   

  	
  4/3/04

  	
   

  	
  7/3/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR115REC

  	
   

  	
  FAS115
  Reconciliation

  	
   

  	
  4/3/04

  	
   

  	
  7/3/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Balance Sheet and P&L(Note)

  	
   

  	
  Spreadsheet
  / Presentation Format

  	
   

  	
   

  	
  D

  	
   

  	
  D

  	
   

  	
   

  	
  *

  	
   

  	
  *

  	
   

  
	
  Key Drivers Analysis / Discussion (Note)

  	
   

  	
   

  	
   

  	
   

  	
  D

  	
   

  	
  D

  	
   

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  DR4MGOP (FP&A)

  	
   

  	
  Volume /
  Write Offs / Equity / Non - Earnings

  	
   

  	
  4/3/04

  	
   

  	
  7/3/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR4FX (FP&A)

  	
   

  	
  FX Revenue
  and NI

  	
   

  	
  4/3/04

  	
   

  	
  7/3/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR140 (FP&A)

  	
   

  	
  Gains DR

  	
   

  	
  4/3/04

  	
   

  	
  7/3/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Non Earning (FP&A)

  	
   

  	
  Non Earning
  > $3MM

  	
   

  	
  4/3/04

  	
   

  	
  7/3/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI - Comments

  	
   

  	
  WRI - Gains,
  Other One-Offs, Other Tax

  	
   

  	
  4/3/04

  	
   

  	
  7/3/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Unusual / Non-recurring Items >$10MM

  	
   

  	
  E-mail
  Submission

  	
   

  	
  4/2/04

  	
   

  	
  7/2/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash flow Worksheet

  	
   

  	
   

  	
   

  	
  4/3/04

  	
   

  	
  7/3/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Non Earning (DR107BL)

  	
   

  	
  Non Earning;
  WRI Non Earning (DR107BL) – Variance Commentary

  	
   

  	
  4/4/04

  	
   

  	
  7/4/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI AFL

  	
   

  	
  WRI
  Allowance for Losses – Variance Commentary

  	
   

  	
  4/4/04

  	
   

  	
  7/4/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI DR019AS3.2

  	
   

  	
  WRI Roll
  Forward- Investment Securities

  	
   

  	
  4/4/04

  	
   

  	
  7/4/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI FAS 115 Rec (DR 115 Rec)

  	
   

  	
  WRI FAS 115
  Gains/losses Reconciliation -Variance Commentary

  	
   

  	
  4/4/04

  	
   

  	
  7/4/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Financing Receivables (DR 106)

  	
   

  	
  WRI
  Financing Receivables (DR106) including roll forward for loans and leases–
  Variance Commentary

  	
   

  	
  4/4/04

  	
   

  	
  7/4/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Intangible Assets (DR 171)

  	
   

  	
  WRI
  Intangible Assets (DR171) – Variance Commentary

  	
   

  	
  4/4/04

  	
   

  	
  7/4/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Invest Sec. RollForward (DR 109 ULA)

  	
   

  	
  Roll
  Forward-Variance Commentary and ULA security Listing

  	
   

  	
  4/4/04

  	
   

  	
  7/4/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR019ULA

  	
   

  	
  Unrealized
  Loss Aging

  	
   

  	
  4/4/04

  	
   

  	
  7/4/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR103

  	
   

  	
  Insurance
  Liabilities, Reserves and Annuity Benefits-: Component details

  	
   

  	
  4/4/04

  	
   

  	
  7/4/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR – GECS Revenue

  	
   

  	
  EIA

  	
   

  	
  4/4/04

  	
   

  	
  7/4/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Insurance Premiums

  	
   

  	
  Insurance
  Premiums commentary

  	
   

  	
  4/5/04

  	
   

  	
  7/5/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Geographic Summary

  	
   

  	
  Variance
  Commentary for all line items on a QTD basis

  	
   

  	
  4/5/04

  	
   

  	
  7/5/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  WRI Insurance Receivables

  	
   

  	
  Variance
  Commentary

  	
   

  	
  4/5/04

  	
   

  	
  7/5/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI GECS Reveunes from Services

  	
   

  	
  WRI - for
  GECS revenues from services

  	
   

  	
  4/5/04

  	
   

  	
  7/5/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI – Component Detail- Insurance Liabilities
  (DR 103)

  	
   

  	
  WRI-
  Component Detail of Insurance Liabilties, Reserves and Annuity Benefits -
  Variance Commentary

  	
   

  	
  4/5/04

  	
   

  	
  7/5/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  



 












(D) - Under Equity Method the
P&L, Balance Sheet, and Key Drivers will be due per the GE timeline as provided
in the quarterly instructions.


(D) - Under Cost Method the
P&L, Balance Sheet, and Key Drivers will be due per the Genworth quarterly
SEC filing timelines.


 


MD&A
and 10Q


 


	
  Schedule Name(s)

  	
   

  	
  Description (Contents)

  	
   

  	
  Est. Due

  date

  	
   

  	
  Est. Due

  date

  	
   

  	
  Cons

  	
   

  	
  Equity

  	
   

  	
  Cost

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI MD&A Balance Sheet Analysis

  	
   

  	
  Variance
  Commentary for Balance Sheet

  	
   

  	
  4/5/04

  	
   

  	
  7/5/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR- Cashflow (DBCFGECC/ GECS)

  	
   

  	
  Cash flow DR

  	
   

  	
  4/6/04

  	
   

  	
  7/6/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Cash Flow

  	
   

  	
  Cash Flow
  Commentary

  	
   

  	
  4/7/04

  	
   

  	
  7/7/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI MD&A P&L Analysis

  	
   

  	
  Variance
  Commentary for Income Statement – P&L

  	
   

  	
  4/7/04

  	
   

  	
  7/7/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


NOTE Ongoing P&L
and Balance Sheet and Key Drivers Comments Required Under Equity Method and
Cost Method for Operational Management Oversight Purposes, In addition For
Purposes of GE Bookkeeping


 


3

















 


	
  Schedule Name(s)

  	
   

  	
  Description (Contents)

  	
   

  	
  Est. Due

  date

  	
   

  	
  Est. Due

  date

  	
   

  	
  Cons

  	
   

  	
  Equity

  	
   

  	
  Cost

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Draft 1 Circulated

  	
   

  	
   

  	
   

  	
  4/12/04

  	
   

  	
  7/12/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comments on Draft 1

  	
   

  	
   

  	
   

  	
  4/15/04

  	
   

  	
  7/15/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Draft 2

  	
   

  	
   

  	
   

  	
  4/15/04

  	
   

  	
  7/15/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Business CEOs and CFOs SOX sign-off

  	
   

  	
   

  	
   

  	
  4/19/04

  	
   

  	
  7/19/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comments on Draft  2

  	
   

  	
   

  	
   

  	
  4/19/04

  	
   

  	
  7/19/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Draft 3

  	
   

  	
   

  	
   

  	
  4/19/04

  	
   

  	
  7/19/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Draft 1 of Genworth 10Q to GE (If
  Applicable)

  	
   

  	
   

  	
   

  	
  4/19/04

  	
   

  	
  7/19/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  Disclosure Committee 10-Q Review Meeting

  	
   

  	
   

  	
   

  	
  4/21/04

  	
   

  	
  7/21/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comments on Draft 3

  	
   

  	
   

  	
   

  	
  4/21/04

  	
   

  	
  7/21/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Draft 4

  	
   

  	
   

  	
   

  	
  4/21/04

  	
   

  	
  7/21/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KSS Review

  	
   

  	
   

  	
   

  	
  4/22/04

  	
   

  	
  7/22/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comments on Draft 4

  	
   

  	
   

  	
   

  	
  4/22/04

  	
   

  	
  7/22/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Draft 5

  	
   

  	
   

  	
   

  	
  4/22/04

  	
   

  	
  7/22/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Draft 2 of Genworth 10Q to GE (If
  Applicable)

  	
   

  	
   

  	
   

  	
  4/23/04

  	
   

  	
  7/23/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  Audit Committee Meeting

  	
   

  	
   

  	
   

  	
  4/24/04

  	
   

  	
  7/24/04

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Final Genworth 10Q to GE (If Applicable)

  	
   

  	
   

  	
   

  	
  4/29/04

  	
   

  	
  7/29/04

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  



 


4

















 


Schedule
4.2(b)


 


Third Quarter Corporate Reporting Data


 


See Third Quarter Corporate
Reporting Data worksheet within Excel document attached hereto


 


 


1

















 


 


 


Schedule 4.2(b) Third Quarter Corporate
Reporting Data


 


CDR Submissions/ Data requirements [Closing the Books]


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  C

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Equity/

  	
   

  	
  Equity/

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Cost —

  	
   

  	
  Cost —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Penske

  	
   

  	
  SES

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Est. Due

  	
   

  	
   

  	
   

  	
  Model —

  	
   

  	
  Model —

  	
   

  
	
  Schedule
  Name(s)

  	
   

  	
  Description (Contents)

  	
   

  	
  date

  	
   

  	
  Cons

  	
   

  	
  (A)

  	
   

  	
  (B)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TRSY interest allocation

  	
   

  	
   

  	
   

  	
  9/10/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  MF System closes

  	
   

  	
   

  	
   

  	
  9/11/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  MTM to Biz on Livelink

  	
   

  	
   

  	
   

  	
  9/20/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  TRSY interest allocation to DPL — IA on Internet

  	
   

  	
   

  	
   

  	
  9/20/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  Corporate freight in DPL

  	
   

  	
   

  	
   

  	
  9/20/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CTA Avaliable on Internet

  	
   

  	
   

  	
   

  	
  9/20/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  APL File in DPL

  	
   

  	
   

  	
   

  	
  9/20/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  Payroll in DPL

  	
   

  	
   

  	
   

  	
  9/20/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBS billing cut-off

  	
   

  	
   

  	
   

  	
  9/20/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CBSI Payroll to DPL

  	
   

  	
   

  	
   

  	
  9/20/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A/P to DPL

  	
   

  	
   

  	
   

  	
  9/21/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  9/24/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  MTM Hedge entries via e-mail

  	
   

  	
   

  	
   

  	
  9/24/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  9/24/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  9/24/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  Fixed Assets to DPL

  	
   

  	
   

  	
   

  	
  9/24/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBS in DPL

  	
   

  	
   

  	
   

  	
  9/24/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  9/25/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  9/25/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  ATOM Smart Filter — CMS

  	
   

  	
   

  	
   

  	
  9/25/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  9/26/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  9/26/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  9/26/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  All AU files —11:59 p.m.

  	
   

  	
   

  	
   

  	
  9/28/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  9/28/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  9/28/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  CDR AU/MU Affiliate Rec

  	
   

  	
   

  	
   

  	
  9/28/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  Net Income to GE

  	
   

  	
   

  	
   

  	
  9/30/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  Full Trial Balance to GE

  	
   

  	
   

  	
   

  	
  10/1/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  TRSY Country rick sub account/current account rec due

  	
   

  	
   

  	
   

  	
  10/8/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  



 


(A)
If Genworth is similar to Penske I.e it’s own BSLA rolling up to the segment (
Penske rolls to EM), then the “4” for equity and cost would be required.


 


 


(B)
If Genworth is simlilar to SES i.e. an entry booked each month/ quarter by an
operating unit (SES entry made by SFG in their own BSLA) then the “4” for
equity and cost columns would NOT be required, however, the necessary financial
information to continue to account for the equity/ cost investment would be
required.


 


(C)
After prior consultation with Genworth, not less than 60 days prior to the date
on which the investment in Genworth is first reported using the equity method, GE
will advise Genworth whether to follow the Penske Model or the SES Model.
Thereafter and so long as the investment in Genworth is reported using the
equity method, at the request of either party to be made by such party no more
frequently than once every 6 months, Genworth and GE will work together in good
faith to address requested modifications of the reporting under the equity
method.


 


2

















 


Schedule 4.2(b) Third
Quarter Corporate Reporting Data - continued


 


	
   

  	
   

  	
   

  	
   

  	
  Est. Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule
  Name(s)

  	
   

  	
  Description (Contents)

  	
   

  	
  date

  	
   

  	
  Cons

  	
   

  	
  Equity

  	
   

  	
  Cost

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Geographic Summary

  	
   

  	
  Confirmation of numeric
  data via e-mail

  	
   

  	
  10/1/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  FAS 133 template

  	
   

  	
   

  	
   

  	
  10/1/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Acquisition/ Disposition Information

  	
   

  	
  Revenue and NI (Excel)

  	
   

  	
  10/3/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Acquisition / Disposition Tracker

  	
   

  	
  Acquisitions and
  Dispositions Closed in the Quarter (Excel)

  	
   

  	
  10/3/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Acquisition / Disposition Webtool

  	
   

  	
  Acquisition and Disposition
  Tracker (Webtool)

  	
   

  	
  10/3/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR— Cashflow (DBCFGECC/ GECS)

  	
   

  	
   

  	
   

  	
  10/3/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Balance Sheet and P&L (Note)

  	
   

  	
  Spreadsheet / Presentation
  Format

  	
   

  	
  D

  	
   

  	
  D

  	
   

  	
  •

  	
   

  	
  •

  	
   

  
	
  Key Drivers Analysis / Discussion (Note)

  	
   

  	
   

  	
   

  	
  D

  	
   

  	
  D

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  DR4MGOP (FP&A)

  	
   

  	
  Volume / Write Offs /
  Equity / Non-Earnings

  	
   

  	
  10/3/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR4FX (FP&A)

  	
   

  	
  FX Revenue and NI (Excel)

  	
   

  	
  10/3/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR140 (FP&A)

  	
   

  	
  Gains DR

  	
   

  	
  10/3/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Non Earning (FP&A)

  	
   

  	
  Non Earning > $3MM

  	
   

  	
  10/3/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Comments

  	
   

  	
  WRI — Gains, Other
  One-Offs, Other Tax

  	
   

  	
  10/3/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Unusual / Non-Recurring Items >$10MM

  	
   

  	
  E-mail Submission

  	
   

  	
  10/3/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR107BL

  	
   

  	
  Non Earning

  	
   

  	
  10/4/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Cash Flow

  	
   

  	
   

  	
   

  	
  10/4/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR 106

  	
   

  	
  Financing Receivables

  	
   

  	
  10/5/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR 171

  	
   

  	
  Intangible Assets

  	
   

  	
  10/5/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Non Earning (DR107BL)

  	
   

  	
  Non Earning; WRI Non
  Earning (DR107BL) — Variance Commentary

  	
   

  	
  10/5/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI AFL

  	
   

  	
  WRI Allowance for Losses —
  Variance Commentary

  	
   

  	
  10/5/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI FAS 115 Rec (DR 115 Rec)

  	
   

  	
  WRI FAS 115 Gains/losses
  Reconciliation —Variance Commentary

  	
   

  	
  10/5/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Financing Receivables (DR 106) 

  	
   

  	
  WRI Financing Receivables
  (DR106) including roll forward for loans and leases — Variance Commentary

  	
   

  	
  10/5/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Intangible Assets (DR 171)

  	
   

  	
  WRI Intangible Assets
  (DR171) — Variance Commentary

  	
   

  	
  10/5/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Invest Sec. RollForward (DR 109 ULA)

  	
   

  	
  Roll Forward-Variance
  Commentary and ULA security Listing

  	
   

  	
  10/5/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR — Earned Income

  	
   

  	
  EIA

  	
   

  	
  10/5/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI — Earned Income

  	
   

  	
  EIA

  	
   

  	
  10/5/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Geographic Summary

  	
   

  	
  Variance Commentary for all
  line items on a QTD basis

  	
   

  	
  10/5/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  DR115REC

  	
   

  	
  FAS115 Reconciliation

  	
   

  	
  10/5/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR019ULA

  	
   

  	
  Unrealized Loss Aging

  	
   

  	
  10/5/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR103

  	
   

  	
  Insurance Liabilities,
  Reserves and Annuity Benefits— Component Details

  	
   

  	
  10/5/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  



(D) - Under Equity Method the P&L, Balance
Sheet, and Key Drivers will be due per the GE timeline as provided in the
quarterly instructions.


(D) - Under Cost Method the P&L, Balance Sheet,
and Key Drivers will be due per the Genworth quarterly SEC filing timelines.


 


3

















 


Schedule 4.2(b) Third
Quarter Corporate Reporting Data - continued


 


 


	
   

  	
   

  	
   

  	
   

  	
  Est. Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule
  Name(s)

  	
   

  	
  Description (Contents)

  	
   

  	
  date

  	
   

  	
  Cons

  	
   

  	
  Equity

  	
   

  	
  Cost

  	
   

  
	
  WRI MD&A Balance Sheet Analysis

  	
   

  	
  Variance Commentary for
  Balance Sheet

  	
   

  	
  10/11/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI MD&A P&L Analysis

  	
   

  	
  Variance Commentary for
  Income Statement — P&L

  	
   

  	
  10/12/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Investment Sec. Realized Gains / Losses (DR 019 AS 3.2)

  	
   

  	
  WRI Realized Gains/Losses
  —Variance Commentary and Impairment Listing

  	
   

  	
  10/30/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Insurance Liabilities Reserve

  	
   

  	
  WRI Business Details —
  Variance Commentary

  	
   

  	
  10/30/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR106CM

  	
   

  	
  Financing Receivables —
  Contractual Maturities

  	
   

  	
  10/30/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR106FL

  	
   

  	
  Financing Receivables —
  Financing Leases

  	
   

  	
  10/30/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI — Insurance Premiums

  	
   

  	
  WRI— Insurance Premiums

  	
   

  	
  10/30/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI — Inv. Sec. Component Detail

  	
   

  	
  WRI Component details of
  Investment Securities Variance Commentary

  	
   

  	
  10/30/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Financing Leases

  	
   

  	
  WRI Financing Leases
  (DR106FL) —Variance Commentary.

  	
   

  	
  10/30/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Insurance Receivables

  	
   

  	
  Variance Commentary

  	
   

  	
  10/30/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Invest Sec business detail

  	
   

  	
  WRI— Business Details —
  Variance Commentary

  	
   

  	
  10/30/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI — Component Detail— Insurance Liabilities (DR 103)

  	
   

  	
  WRI— Component Detail of
  Insurance Liabilties, Reserves and Annuity Benefits — Variance Commentary

  	
   

  	
  10/30/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI — Financial Guarantees and Credit Life (DR 103)

  	
   

  	
  WRI— Financial Guarantees
  and Credit Life — Variance Commentary

  	
   

  	
  10/30/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI — Insurance Losses

  	
   

  	
  WRI— Insurance Losses — Variance
  Commentary

  	
   

  	
  10/30/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI — Unpaid Claims Rollforward (DR 103)

  	
   

  	
  WRI — Insurance Reserves;
  Unpaid Claims and Claim Adjustment Expenses — Variance Commentary

  	
   

  	
  10/30/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Financing Rec. Contractual Maturities (DR 106)

  	
   

  	
  WRI Financing Receivables
  —Contractual maturities (DR106CM) —Variance Commentary.

  	
   

  	
  10/30/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI Invest. Sec Contractual Maturities (DR 019 AS 3_

  	
   

  	
  WRI Contractual Maturities
  Debt Securities — Variance Commentary

  	
   

  	
  10/30/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR019AS3

  	
   

  	
  Contractual Maturities —
  Investment Securities Assets 3

  	
   

  	
  10/30/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR103

  	
   

  	
  Insurance Liabilities,
  Reserves and Annuity Benefits—:1) Average yield used in Computation of future
  benefits 2)Roll Forward— Unpaid claims/claim adjustment expenses 3) Financial
  Guarantees and credit life risk 4) Property and casualty operations

  	
   

  	
  10/30/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR019AS3.2

  	
   

  	
  Roll Forward — Investment
  Securities Assets 3.2

  	
   

  	
  10/30/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI — ELTO / PP&E (DR180)

  	
   

  	
  PPE & ELTO (DR180) —
  Variance Commentary

  	
   

  	
  11/15/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR — Accounts Payable (DR 307)

  	
   

  	
  A/P

  	
   

  	
  11/15/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR — Other Liabilities (DR XXX)

  	
   

  	
  OTL

  	
   

  	
  11/15/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR180

  	
   

  	
  ELTO & PP&E

  	
   

  	
  11/15/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI — Accounts Payable (DR 307)

  	
   

  	
  A/P

  	
   

  	
  11/15/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI — Other Liabilities

  	
   

  	
  OTL

  	
   

  	
  11/15/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR — Non-Cancelable Leases

  	
   

  	
  NCL

  	
   

  	
  11/15/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR — Op & Admin

  	
   

  	
  OPA

  	
   

  	
  11/15/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR — Other Receivables

  	
   

  	
  OTR

  	
   

  	
  11/15/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR113

  	
   

  	
  Other Assets

  	
   

  	
  11/15/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  WRI — Non-Cancelable Leases

  	
   

  	
  NCL

  	
   

  	
  11/15/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI — Op & Admin

  	
   

  	
  OPA

  	
   

  	
  11/15/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI — Other Receivables

  	
   

  	
  OTR

  	
   

  	
  11/15/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR030FI

  	
   

  	
  Financial Instruments

  	
   

  	
  11/15/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI — Other Assets (DR 113)

  	
   

  	
  WRI Other Assets (DR113)
  including roll forward for Associated Companies and Real Estate — Variance
  Commentary

  	
   

  	
  11/15/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  WRI — Financial Instruments (DR030FI)

  	
   

  	
  WRI Financial Instruments
  (DR 030FI) — Variance Commentary

  	
   

  	
  11/15/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule 4.2(b) Third Quarter Corporate Reporting Data — continued

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WRI — Resticted Net Assets (DR 119RNA)

  	
   

  	
  WRI— Restricted Net Assets

  	
   

  	
  11/15/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DR119RNA

  	
   

  	
  Net Restricted Assets

  	
   

  	
  11/15/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


NOTE Ongoing P&L and Balance Sheet and Key Drivers
Comments Required Under Equity Method and Cost Method for Operational
Management Oversight Purposes, In For Purposes of GE Bookkeeping


 


4

















 


Schedule 4.2(b) Third
Quarter Corporate Reporting Data - continued


 


MD&A and 10Q


 


	
   

  	
   

  	
   

  	
   

  	
  Est. Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule
  Name(s)

  	
   

  	
  Description (Contents)

  	
   

  	
  date

  	
   

  	
  Cons

  	
   

  	
  Equity

  	
   

  	
  Cost

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Draft 1 Circulated

  	
   

  	
   

  	
   

  	
  10/12/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comments on Draft 1

  	
   

  	
   

  	
   

  	
  10/15/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Draft 2

  	
   

  	
   

  	
   

  	
  10/15/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Draft 1 of Genworth 10Q to GE

  	
   

  	
   

  	
   

  	
  10/19/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  Business CEOs and CFOs SOX sign-off

  	
   

  	
   

  	
   

  	
  10/19/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comments on Draft 2

  	
   

  	
   

  	
   

  	
  10/19/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Draft 3

  	
   

  	
   

  	
   

  	
  10/19/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Disclosure Committee 10-Q Review Meeting

  	
   

  	
   

  	
   

  	
  10/21/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comments on Draft 3

  	
   

  	
   

  	
   

  	
  10/21/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Draft 4

  	
   

  	
   

  	
   

  	
  10/21/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KSS Review

  	
   

  	
   

  	
   

  	
  10/22/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comments on Draft 4

  	
   

  	
   

  	
   

  	
  10/22/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Draft 5

  	
   

  	
   

  	
   

  	
  10/22/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Draft 2 of Genworth 10Q to GE

  	
   

  	
   

  	
   

  	
  10/23/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  
	
  Audit Committee Meeting

  	
   

  	
   

  	
   

  	
  10/24/04

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Final Genworth 10Q to GE

  	
   

  	
   

  	
   

  	
  10/29/04

  	
   

  	
  •

  	
   

  	
  •

  	
   

  	
   

  	
   

  



 


5

















 


 


Schedule
4.3


 


FP&A Reports


 


See FP&A Report worksheets
in Excel document attached hereto


 


 


1

















 


Schedule
4.3 FP&A Reports (SII)


 


	
   

  	
   

  	
   

  	
  Equity

  	
  Cost —

  
	
  Schedule Name(s)

  	
  Description (Contents)

  	
  Cons

  	
  (A)

  	
  (B)

  
	
  DR70PGEC — Business/Operating Level

  	
  P&L and Balance Sheet Details for the
  Estimate

  	
  •

  	
   

  	
   

  
	
   

  	
  Total Assets, Gross Revenues, IBIT,
  Provision for Taxes,

  	
  •

  	
   

  	
   

  
	
   

  	
  Business Share Allocation, Earnings
  Unconsolidated Affiliates, Extraordinary Gains/Losses, Net Income, Total
  Write-offs, Securitization (NI, Pre Tax Income, Assets)

  	
   

  	
   

  	
   

  
	
  Estimated P&L and Balance Sheet

  	
  Replaces DR’s when in Equity Method; will
  use estimate in order to forecast income associated with the equity
  investment

  	
   

  	
  •

  	
   

  
	
  Acquisition and Disposition Data

  	
  Revenue and NI from
  Acquisitions/Dispositions (Excel Template)

  	
  •

  	
   

  	
   

  
	
  FIN46 SPE Data

  	
  Assets and P&L Estimates relating to
  FIN46 (Excel Template)

  	
  •

  	
   

  	
   

  
	
  Variance Analysis Comments & Key
  Drivers and Net Income Walk Analysis

  	
  WRI / Excel

  	
  •

  	
  •

  	
   

  
	
  Rooftop Spending; Rooftop Savings

  	
  Excel Template

  	
  •

  	
   

  	
   

  
	
  Notes:

  	
   

  	
   

  	
   

  	
   

  
	
  Estimated Due Date:

  	
  Session II is Generally Due Mid — October

  	
   

  	
   

  	
   

  













(A) - Under Equity Method the P&L,
Balance Sheet, and Key Drivers will be due per the GE timeline as provided in
the quarterly instructions.


 


(B) - Under Cost Method the P&L, Balance
Sheet, and Key Drivers will be due per the Genworth quarterly SEC filing
timelines.


 


 


2

















 


 


Schedule 4.3
FP&A  Reports (SRO)


 


	
   

  	
   

  	
   

  	
  Equity

  	
  Cost —

  
	
  Schedule Name(s)

  	
  Description (Contents)

  	
  Cons

  	
  (A)

  	
  (B)

  
	
  DR95GECS

  	
  P&L and Balance Sheet Details for the
  Estimate

  	
  •

  	
   

  	
   

  
	
   

  	
  Total Assets, Gross Revenues, IBIT,
  Provision for Taxes,

  	
  •

  	
   

  	
   

  
	
   

  	
  Business Share Allocation, Earnings
  Unconsolidated Affiliates,

  Extraordinary Gains/Losses, Net Income,
  Total Write-offs,

  Securitization (Net Income, Pre Tax Income,
  Assets)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Estimated P&L and Balance Sheet 

  	
  Replaces DR’s when in Equity Method; will
  use estimate in order to forecast income associated with the equity
  investment

  	
   

  	
  •

  	
   

  
	
  Acquisition and Disposition Estimate

  	
  Revenue and NI from
  Acquisitions/Dispositions (Excel Template)

  	
  •

  	
   

  	
   

  
	
  WRI Risks and Opportunities

  	
  WRI Comments of Risks and Opportunities

  	
  •

  	
   

  	
   

  
	
  NI Variance Analysis Comments 

  	
  Consolidated: WRI Comments for NI Variance
  Elements; Equity

  Method: Spreadsheet Comments

  	
  •

  	
  •

  	
   

  
	
  Key Assumptions Comments 

  	
  Consolidated: WRI Comments for NI Variance
  Elements; Equity

  Method: Spreadsheet Comments

  	
  •

  	
  •

  	
   

  
	
  FIN46 SPE Data

  	
  Assets and P&L Estimates relating to
  FIN46 (Excel Template)

  	
  •

  	
   

  	
   

  
	
  Notes:

  	
   

  	
   

  	
   

  	
   

  
	
  Estimated Due Date: 

  	
  SRO estimates take place 5 times each year;
  Estimated timeframes

  are Late February, Late May, Late August,
  Mid October and Mid

  November

  	
   

  	
   

  	
   

  
	
  NI Variance Analysis and Key Assumptions

  	
  Under equity method these will not be
  completed in WRI, but we will

  need to see the key drivers analysis to
  accompany the estimate

  	
   

  	
   

  	
   

  













(A) - Under Equity Method the P&L,
Balance Sheet, and Key Drivers will be due per the GE timeline as provided in
the quarterly instructions.


 


(B) - Under Cost Method the P&L, Balance
Sheet, and Key Drivers will be due per the Genworth quarterly SEC filing
timelines.


 


 


3

















 


 


Schedule 4.3
FP&A Reports (S1)


 


FP&A - Data requirements
for Session I


 


	
   

  	
   

  	
   

  	
  Equity

  	
  Cost —

  
	
  Schedule Name(s)

  	
  Description (Contents)

  	
  Cons

  	
  (A)

  	
  (B)

  
	
  DR70LGEC — Business/Operating Level

  	
  P&L and Balance Sheet Details for the
  Estimate

  	
  •

  	
   

  	
   

  
	
   

  	
  Total Assets, Gross Revenues, IBIT,
  Provision for Taxes,

  	
  •

  	
   

  	
   

  
	
   

  	
  Business Share Allocation, Earnings
  Unconsolidated Affiliates, Extraordinary Gains/Losses, Net Income, Total
  Write-offs, Securitization (NI, Pre Tax Income, Assets)

  	
   

  	
   

  	
   

  
	
  Estimated P&L and Balance Sheet 

  	
  Replaces DR’s when in Equity Method; will
  use estimate in

  order to forecast income associated with
  the equity investment

  	
   

  	
  •

  	
   

  
	
  Acquisition and Disposition Data 

  	
  Revenue and NI from
  Acquisitions/Dispositions (Excel

  Template)

  	
  •

  	
   

  	
   

  
	
  FIN46 SPE Data

  	
  Assets and P&L Estimates relating to
  FIN46 (Excel Template)

  	
  •

  	
   

  	
   

  
	
  Variance Analysis Comments & Key
  Drivers and Net Income Walk Analysis

  	
  WRI / Excel

  	
  •

  	
  •

  	
   

  
	
  Notes:

  	
   

  	
   

  	
   

  	
   

  
	
  Estimated Due Date:

  	
  Session I is Generally Due during Late
  2Q/Early 3Q

  	
   

  	
   

  	
   

  













(A) - Under Equity Method the P&L,
Balance Sheet, and Key Drivers will be due per the GE timeline as provided in
the quarterly instructions.


 


(B) - Under Cost Method the P&L, Balance
Sheet, and Key Drivers will be due per the Genworth quarterly SEC filing
timelines.


 


 


4

















 


Schedule 4.3
FP&A Reports (Op Plan)


 


FP&A — Data requirements
for Op Plan


 


	
   

  	
   

  	
   

  	
  Equity

  	
  Cost —

  
	
  Schedule Name(s)

  	
  Description (Contents)

  	
  Cons

  	
  (A)

  	
  (B) (C)

  
	
  DR70PGEC — Business/Operating Level

  	
  P&L and Balance Sheet Details for the
  Estimate

  	
  •

  	
   

  	
   

  
	
   

  	
  Total Assets, Gross Revenues, IBIT,
  Provision for Taxes,

  	
  •

  	
   

  	
   

  
	
   

  	
  Business Share Allocation, Earnings
  Unconsolidated Affiliates,

  Extraordinary Gains/Losses, Net Income,
  Total Write-offs,

  Securitization (NI, Pre Tax Income, Assets)

  	
   

  	
   

  	
   

  
	
  Estimated P&L and Balance Sheet 

  	
  Replaces DR’s when in Equity Method; will
  use estimate in

  order to forecast income associated with
  the equity investment

  	
   

  	
  •

  	
  •

  
	
  Acquisition and Disposition Data 

  	
  Revenue and NI from Acquisitions/Dispositions
  (Excel

  Template)

  	
  •

  	
   

  	
   

  
	
  FIN46 SPE Data

  	
  Assets and P&L Estimates relating to
  FIN46 (Excel Template)

  	
  •

  	
   

  	
   

  
	
  Variance Analysis Comments & Key
  Drivers

  	
  WRI / Excel

  	
  •

  	
  •

  	
   

  
	
  and Net Income Walk Analysis

  	
   

  	
   

  	
   

  	
   

  
	
  Notes:

  	
   

  	
   

  	
   

  	
   

  
	
  Estimated Due Date:

  	
  Op Plan is Generally Due the Thrird Week in
  January

  	
   

  	
   

  	
   

  













(A) - Under Equity Method the P&L,
Balance Sheet, and Key Drivers will be due per the GE timeline as provided in
the quarterly instructions.


 


(B) - Under Cost Method the P&L, Balance
Sheet, and Key Drivers will be due per the Genworth quarterly SEC filing
timelines.


 


(C) - Applicable as long as GE owns at least
5% of Genworth common stock.


 


 


5

















 


 


Schedule
4.8


 


Monthly Financial Information


 


See Monthly Financial Information
worksheet within Excel document attached hereto


 


 


1

















Schedule
4.8


FP&A
Reports


(Monthly)


 


 


 


GE Capital Services


Data Parking Lot (DPL)/Corporate Data Repository (CDR)


2004 Monthly/Quarterly Closing - File Submission Due Dates


GE Capital
Services Monthly Close is the last Fiscal Saturday, 


Not the Last Sunday as on the GE Fiscal Calendar


Reminder,
the dates below may be superceded by the Quarterly Closing Instructions


 


 


 


	
  Month

  	
   

  	
  AU

  	
  MU

  	
  MO

  	
  MF

  	
  AL

  	
  ML

  
	
  January

  	
   

  	
  N/A

  	
  Feb
  5 by 11:59 PM

  	
  Feb
  6 by 11:59 PM

  	
  Feb
  6 by 11:59 PM

  	
  N/A

  	
  Feb
  6 by 11:59 PM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  February

  	
   

  	
  N/A

  	
  Mar
  4 by 11:59 PM

  	
  Mar
  5 by 11:59 PM

  	
  Mar
  5 by 11:59 PM

  	
  N/A

  	
  Mar
  5 by 11:59 PM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  March

  	
  a

  	
  Mar
  30 by 11:59 PM

  	
  Mar.
  28 by 11:59 PM

  	
  Apr
  2 by 11:59 PM

  	
  Apr
  2 by 11:59 PM

  	
  Apr
  2 by 11:59 PM

  	
  N/A

  
	
   

  	
  b

  	
  Mar
  31 by Noon

  	
  Mar.
  28 by 11:59 PM

  	
  Apr
  2 by 11:59 PM

  	
  Apr
  2 by 11:59 PM

  	
  Apr
  2 by 11:59 PM

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  April

  	
   

  	
  N/A

  	
  May
  6 by 11:59 PM

  	
  May
  7 by 11:59 PM

  	
  May
  7 by 11:59 PM

  	
  N/A

  	
  May
  7 by 11:59 PM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  May

  	
   

  	
  N/A

  	
  Jun
  3 by 11:59 PM

  	
  Jun
  4 by 11:59 PM

  	
  Jun
  4 by 11:59 PM

  	
  N/A

  	
  Jun
  4 by 11:59 PM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June

  	
  a

  	
  June
  29 by 11:59 PM

  	
  June
  27 by 11:59 PM

  	
  Jul
  2 by 11:59 PM

  	
  Jul
  2 by 11:59 PM

  	
  Jul
  2 by 11:59 PM

  	
  N/A

  
	
   

  	
  b

  	
  June
  30 by Noon

  	
  June
  27 by 11:59 PM

  	
  Jul
  2 by 11:59 PM

  	
  Jul
  2 by 11:59 PM

  	
  Jul
  2 by 11:59 PM

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  July

  	
   

  	
  N/A

  	
  Aug
  5 by 11:59 PM

  	
  Aug
  6 by 11:59 PM

  	
  Aug
  6 by 11:59 PM

  	
  N/A

  	
  Aug
  6 by 11:59 PM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  August

  	
   

  	
  N/A

  	
  Sep
  2 by 11:59 PM

  	
  Sep
  3 by 11:59 PM

  	
  Sep
  3 by 11:59 PM

  	
  N/A

  	
  Sep
  3 by 11:59 PM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  September

  	
  a

  	
  Sep
  28 by 11:59 PM

  	
  Sep
  26 by 11:59 PM

  	
  Oct
  1 by 11:59 PM

  	
  Oct
  1 by 11:59 PM

  	
  Oct
  1 by 11:59 PM

  	
  N/A

  
	
   

  	
  b

  	
  Sept
  29 by Noon

  	
  Sep
  26 by 11:59 PM

  	
  Oct
  1 by 11:59 PM

  	
  Oct
  1 by 11:59 PM

  	
  Oct
  1 by 11:59 PM

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  October

  	
   

  	
  N/A

  	
  Nov
  4 by 11:59 PM

  	
  Nov
  5 by 11:59 PM

  	
  Nov
  5 by 11:59 PM

  	
  N/A

  	
  Nov
  5 by 11:59 PM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  November

  	
   

  	
  N/A

  	
  Dec
  2 by 11:59 PM

  	
  Dec
  3 by 11:59 PM

  	
  Dec
  3 by 11:59 PM

  	
  N/A

  	
  Dec
  3 by 11:59 PM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December

  	
   

  	
  Jan
  5 by 6:00 PM

  	
  Jan
  1 by 11:59 PM

  	
  Jan
  7 by 8:00 AM

  	
  Jan
  7 by 8:00 AM

  	
  Jan
  7 by 8:00 AM

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a
  - Non 3 day close businesses

  	
   

  	
  b
  - 3 day close businesses

  	
   

  	
   

  



 


 


 


 


2

















 


Schedule
5.2(d)


 


Transaction
Documents – Genworth Indemnification


 


Asset
Management Services Agreement


Derivative
Management Services Agreement


Mortgage
Services Agreement


Outsourcing
Services Separation Agreement


Registration
Rights Agreement


Tax
Matters Agreement


Transition
Services Agreement


Long-Term
Care Retrocession Agreements


Structured
Settlement Annuity Reinsurance Agreements


Variable
Annuity Reinsurance Agreements


Medicare
Supplement Reinsurance Agreement


European
Transition Services Agreement


International
Tax Matters Agreements


French
Transfer Agreement


Investment
Management Agreements


Trust
Agreements


Capital
Maintenance Agreement


Business
Services Agreement


UFLIC
ESG Services Agreement


JLIC
Recapture Agreement


UFLIC
Agreements


 


 


1

















 


Schedule
5.3(c)


 


 


Transaction
Documents – GE Indemnification


 


Asset
Management Services Agreement


Derivative
Management Services Agreement


Mortgage
Services Agreement


Outsourcing
Services Separation Agreement


Registration
Rights Agreement


Tax
Matters Agreement


Transition
Services Agreement


Long-Term
Care Retrocession Agreements


Structured
Settlement Annuity Reinsurance Agreements


Variable
Annuity Reinsurance Agreements


Medicare
Supplement Reinsurance Agreement


European
Transition Services Agreement


International
Tax Matters Agreements


French
Transfer Agreement


Investment
Management Agreements


Trust
Agreements


Capital
Maintenance Agreement


Business
Services Agreement


UFLIC
ESG Services Agreement


JLIC
Recapture Agreement


UFLIC
Agreements


 


 


1

















 


Schedule 5.4


 


IPO Registration Statement


 


•                  The
last 3 sentences of the 5th paragraph under “Prospectus Summary—Formation of
Genworth Financial, Inc.”


•                  The
2nd, 3rd, 4th and 5th sentences under “Risk Factors—Risks Relating to Our
Separation from GE — GE has significant control over us and may not always
exercise its control in a way that benefits our public stockholders.”


•                  The
2nd paragraph under “Risk Factors— Risks Relating to this Offering—Future sales
of a substantial number of shares of our common stock may depress the price of
our shares.”


•                  The
last 2 sentences of the 4th paragraph under “Corporate Reorganization—Our
History”


•                  The
last 3 sentences of the 5th paragraph under “Corporate Reorganization—Formation
of Genworth Financial, Inc.”


•                  The
2nd paragraph under “Ownership of Common Stock.”


•                  The
2nd paragraph (except the 1st sentence) under “Shares Eligible for Future Sale
— Sale of Restricted Shares.”


 


Equity Units
Registration Statement


 


•                  The
last 3 sentences of the 5th paragraph under “Prospectus Summary—Formation of
Genworth Financial, Inc.”


•                  The
2nd, 3rd, 4th and 5th sentences under “Risk Factors—Risks Relating to Our
Separation from GE — GE has significant control over us and may not always
exercise its control in a way that benefits our public stockholders.”


•                  The
2nd paragraph under “Risk Factors— Risks Relating to the Equity Units—The
trading prices for the Corporate Units and Treasury Units will be directly
affected by the trading prices of our Class A Common Stock—Future sales of a
substantial number of shares of our common stock may depress the price of our
shares.”


•                  The
last 2 sentences of the 4th paragraph under “Corporate Reorganization—Our
History”


•                  The
last 3 sentences of the 5th paragraph under “Corporate Reorganization—Formation
of Genworth Financial, Inc.”


•                  The
2nd paragraph under “Ownership of Common Stock.”


•                  The
2nd paragraph (except the 1st sentence) under “Shares Eligible for Future Sale
— Sale of Restricted Shares.”


 


Series A
Preferred Stock Registration Statement


 


•                  The
last 3 sentences of the 5th paragraph under “Prospectus Summary—Formation of
Genworth Financial, Inc.”


•                  The
2nd, 3rd, 4th and 5th sentences under “Risk Factors—Risks Relating to Our
Separation from GE — GE has significant control over us and may not always
exercise its control in a way that benefits our public stockholders.”


•                  The
last 2 sentences of the 4th paragraph under “Corporate Reorganization—Our
History”


 


 


1

















 


•                  The
last 3 sentences of the 5th paragraph under “Corporate Reorganization—Formation
of Genworth Financial, Inc.”


•                  The
2nd paragraph under “Ownership of Common Stock.”


•                  The
2nd paragraph (except the 1st sentence) under “Shares Eligible for Future Sale
— Sale of Restricted Shares.”


 


2

















 


Schedule
6.3


 


Insurance
Coverage


 


 


	
  General Electric Company

  
	
  Global Insurance Programs

  
	
  Property / Casualty

  



 


See worksheet attached entitled
Blue Ridge 2004 Insurance Schedule


 


 


1

















 


Schedule 6.3


GENERAL ELECTRIC
COMPANY


2004 Schedule of
Insurance


UPDATED AS OF April
15, 2004


 


	
  Type of Insurance

  	
   

  	
  Underwriter

  	
   

  	
  Renewal
  Date

  	
   

  	
   

  	
  2004
  Premium Allocation

  
	
  A. 
  LIABILITY

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Aircraft Liability

  	
   

  	
  Global Aerospace

  	
   

  	
  9/16/2004

  	
   

  	
  $

  	
  —

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  Automobile Liability - U.S.

  	
   

  	
  Electric Insurance Co.

  	
   

  	
  1/1/2005

  	
   

  	
  $

  	
  100,500

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  General Liability - U.S.

  	
   

  	
  Electric Insurance Co.

  	
   

  	
  1/1/2005

  	
   

  	
  $

  	
  2,901,900

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  Auto/General Liability - Foreign Master

  (DIC/DIL)

  	
   

  	
  ACE American Ins. Co.

  (reinsured 100% to Electric)

  	
   

  	
  12/1/2004

  	
   

  	
  $

  	
  585,400

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  Employer’s Liability - U.S.

  	
   

  	
  Electric Insurance Co.

  	
   

  	
  1/1/2005

  	
   

  	
  incl. under A.4

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  Employer’s Liability - Foreign Master

  	
   

  	
  ACE American Ins. Co.

  (reinsured 100% to Electric)

  	
   

  	
  12/1/2004

  	
   

  	
  incl. under A.4

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  Excess Liability  (Occurrence
  Coverage)

  (including coverages under 2 - 6 above)

  	
   

  	
  Electric Insurance Co.

  	
   

  	
  12/1/2004

  	
   

  	
  incl. under A.3

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  Excess Liability  (Occurrence
  Coverage)

  (including coverages under 2 - 7 above)

  	
   

  	
  Munich-American (Am. Alternative)

  	
   

  	
  12/1/2004

  	
   

  	
  incl. under A.3

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  Excess Liability  (Occurrence
  Coverage)

  (including coverages under 2 - 8 above)

  	
   

  	
  National Union Fire Insurance Co. of Pittsburgh, PA (lead)

  	
   

  	
  12/1/2004

  	
   

  	
  incl. under A.3

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10

  	
   

  	
  Excess Liability (Occurrence Reported Covg)

  (including coverages under 2 - 9 above)

  	
   

  	
  Various

  	
   

  	
  12/1/2004

  	
   

  	
  incl. under A.3

  



 


 


2

















 


	
  Type of Insurance

  	
   

  	
  Underwriter

  	
   

  	
  Renewal
  Date

  	
   

  	
  2004
  Premium Allocation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B. 
  COMBINED SPECIALTY INSURANCE PROGRAM

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  4,338,500

  
	
  1

  	
   

  	
  Errors & Omissions (including
  Multimedia and Mortgage Operations Liability)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  Broad-Form Crime (including Fidelity)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  Employment Practices

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  Fiduciary Liability

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Layer 1 (a)

  	
   

  	
  Self-Insured Retention

  	
   

  	
  N/A

  	
   

  	
   

  
	
   

  	
   

  	
  Layer 1 (b)

  	
   

  	
  ACE-“fronted” policy only

  	
   

  	
  6/11/2004

  	
   

  	
   

  
	
   

  	
   

  	
  Layer 2

  	
   

  	
  Max Re

  	
   

  	
  6/11/2005

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  Directors & Officers of GE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a. Individuals (Non-indemnifiable)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Layer 1

  	
   

  	
  ACE/XL/Munich

  	
   

  	
  6/11/2004

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b. Company Reimbursement

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Layer 1

  	
   

  	
  Self-Insured Retention

  	
   

  	
  N/A

  	
   

  	
   

  
	
   

  	
   

  	
  Layer 2

  	
   

  	
  Max Re

  	
   

  	
  6/11/2005

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C. 
  GLOBAL PROPERTY, including:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  1,082,600

  
	
  1

  	
   

  	
  Property Damage

  	
   

  	
  ACE Insurance Co. & Others

  	
   

  	
  9/1/2004

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  Business Interruption

  	
   

  	
  ACE Insurance Co. & Others

  	
   

  	
  9/1/2004

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  Earthquake/Flood

  	
   

  	
  ACE Insurance Co. & Others

  	
   

  	
  9/1/2004

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  Transportation

  	
   

  	
  ACE Insurance Co. & Others

  	
   

  	
  9/1/2004

  	
   

  	
   

  



 


3

















 


	
  Type of Insurance

  	
   

  	
  Underwriter

  	
   

  	
  Renewal
  Date

  	
   

  	
  2004
  Premium Allocation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D. 
  OTHER

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Transportation-Employee Moves

  	
   

  	
  Electric Insurance Co.

  	
   

  	
  1/1/2005

  	
   

  	
  $

  	
  —   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  Environmental Impairment Expense

  	
   

  	
  ELM Insurance Co. (Electric)

  	
   

  	
  1/1/2005

  	
   

  	
  $

  	
  —   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  Workers’ Compensation

  	
   

  	
  Electric Insurance Co.

  	
   

  	
  1/1/2005

  	
   

  	
  $

  	
  1,350,000 *

  
	
   

  	
   

  	
  *Note that this program is billed based on actual claims paid during
  the calendar year, per agreement between Corp. Healthcare, Corp. Insurance,
  and GE businesses in 2001.  Allocation
  amount provided is only an estimate.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  Excess Workers’ Compensation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  —   

  
	
   

  	
   

  	
  OH only, excess of self-insurance

  	
   

  	
  Electric Insurance Co.

  	
   

  	
  1/1/2005

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OH only, excess of self-insurance

  	
   

  	
  Electric Insurance Co.

  	
   

  	
  1/1/2005

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  Surety program (bonds issued as requested)

  	
   

  	
  Various

  	
   

  	
  n/a

  	
   

  	
  $

  	
  98,200

  



 


note: Ohio businesses covered under one of
the policies above, based on deductible choice


 


 


 


4

















 


 


Schedule 6.5(b)


 


All contracts and agreements
listed in the GE restrictive covenant database.


 


 


1

















 


Schedule
6.10


 


Continuation of Certain Arrangements


 


•                  At
Genworth’s request, General Electric Capital Services, Inc. shall use
commercially reasonable terms to renew the Credit Derivative Transaction
entered into with Deutsche Bank AG London Branch dated as of March 13, 2002
relating to Brookfield Life Assurance Company’s USD 400,000,000 Floating Rate
Note Program Series 2002-A-1 for a minimum of three additional five year
periods on terms and conditions that are substantially similar to the expiring
terms.


 


•                  GE Capital
International Holdings Corporation’s continuing obligations (relating to
discussions with tax authorities and general document access) under the Project
Talon acquisition agreement (pursuant to which Barclays Bank PLC’s Guernsey
captive mortgage insurer was acquired - since renamed GE Mortgage Insurance (Guernsey)
Limited)


 


•                  GEMICO US
Undertaking Agreement between GECC and International Business Machine
Corporation dated August 3, 1999 (IBM will upon notice make available to the
Superintendent of Financial Institution of Canada for inspection at the Facilities
all data or information being processed or maintained by it in respect of the
daily insurance operation of GE Capital Mortgage Insurance Company (Canada))


 


 


1

















 


Schedule
6.12(b)(i)(B)


 


Business Activities


 


•                  Acquiring any
mortgage loan portfolio from a third party, extending loans to customers
without regard to the ratio of the principal amount of the loan to the value of
the property against which it is secured or where the loan is secured by a second
or subsequent mortgage.


 


•                  Providing a
guarantee (or similar arrangement) in respect of any mortgage securities or
mortgage loan portfolios that are sold to a third party (i) by GE or any
Affiliate of GE, or (ii) by another third party that purchased such securities
or loans from GE or any Affiliate of GE.


 


•                  Private
label long-term care insurance services (e.g., business of ERC Long Term Care
Solutions, Inc.)


 


•                  Private
label and turnkey services for primary insurers (including product development,
administration and reinsurance)


 


•                  Life insurance
and similar products marketed or underwritten by the PMG business (e.g.,
“Instant Issue Life Insurance, Juvenile Life, Whole Life), including burial
policies.


 


•                  Commercial auto
insurance


 


 


1

















 


Schedule
6.15


GE Policies


 


Communications/IR 


Covered by Master Agreement


 


EHS 


Covered by GE Integrity Policy – See below
under Legal/Compliance


 


Facilities 


Real Estate Services Operation (RESO) Process
Documentation (Operational Processes)


 


Finance/Accounting 


GEFA Travel and Living Policy


 


Governance 


Covered by Master Agreement and Genworth
Charter and Bylaws


 


HR 


•                  Existing
local Genworth programs, practices and policies pursuant to the Employee
Matters Agreement and as amended from time to time consistent with the Employee
Matters Agreement


•                  Employee
Relations Bulletins (e.g., absence payments, emergency aid, Continuity of
Service Rules, etc.)


•                  Employment
Data Protection Standards


•                  Contingent
Worker Standards and Guidelines


•                  Immigration
and Cross Border Mobility Practices


•                  GEFA
Pre-hire/Sourcing Background Checking


•                  Employee
Innovation and Propriety Information Protocol


•                  ADR
Process (DRP or Resolve)


 


IP


Interim Identity Guidelines (until such time
as Exhibit B (Standards and Guidelines) to the Transitional Trademark License
Agreement is completed and attached to the Transitional Trademark License
Agreement)


 


Legal/Compliance 


•                  The
policies summarized in the compliance guide entitled “Integrity: the Spirit and
Letter of Our Commitment,” the full text of which are published in their
entirety on the website integrity.ge.com and any subsequent amendments or
revisions thereto (Collectively “the Spirit and Letter Policies”)


•                  The
implementing procedures for the Spirit and Letter Policies


•                  The
compliance program requirements contained in the publication entitled
“Compliance and Integrity:  A Guide for
Leaders”


•                  The
Security and Crisis Management Policy published at Integrity.ge.com


 


 


1

















 


•                  The
Document Management Procedures published at Integrity.ge.com


•                  Those
Management Procedures published at Integrity.ge.com that are deemed by the GE
Policy Compliance Review Board or its designee to apply to the operations of
Genworth


•                  The
requirements for reporting significant litigation quarterly and annually and
trials as required by the Senior Counsel for Litigation and Legal Policy


•                  Any
compliance requirements established by the GE Policy Compliance Review Board


•                  Procedures
for reporting potential conflicts of interest, including the requirements for
periodic surveys of employees to detect potential conficts of interest


•                  Requirements
for the monitoring of securities transactions by transaction restricted
employees


•                  Procedures
governing the reporting of concerns by lawyers - in accordance with Section 307
of the Sarbanes-Oxley Act


•                  Procedures
for reporting concerns to the Board of Directors  — in accordance with Section 301 of the Sarbanes-Oxley Act and
the listing requirements of the New York Stock Exchange


•                  Amended
or forthcoming versions of all of these policies/procedures


•                  The
Genworth PAC will coordinate all solicitation and disbursement activities with
the GEPAC Administrator or the Secretary of GEPAC, and ensure that it complies
with aggregate disbursement limits set by Federal Election Commission rules and
campaign finance statutes.


•                  With
respect to solicitation activities in 2004 (or any year in which an employee
may have contributed to GEPAC directly or through payroll deduction),
GenworthPAC and GEPAC must ensure that payroll and check contributions do not
in combination exceed individual PAC contribution limits (currently $5,000 per
year.)


•                  With
respect to disbursements, GenworthPAC must submit contribution requests to the
GEPAC Administrator to determine the remaining amount which may be contributed,
and determine which entity among the affiliated PACs will make the
contribution.  GenworthPAC limits are
subject to the full 6 year cycle of US Senate races and the 2 year cycle for
House races.


 


Risk 


Policy 5.0 approval authorities for new
business


Policy 6.0 for portfolio/product management
processes


 


Sourcing/IT 


Corporate Security Policy


Corporate Data Privacy Policy


IT Policies related to maintaining adequate disclosure
controls under the Sarbanes-Oxley Act


 


Tax 


Covered by Tax Matters Agreements and
International Tax Matters Agreements


 


Treasury 


Match Funding Policy


Debt and Credit Support Obligations Policy


 


2

















 


Cash
Management Policies:  Paper Remittance
and Disbursements Policy; Overnight Investment/Borrowing Policy; Electronic
Funds Transfers Policy; Obtaining and Maintaining Policy; Opening, Closing and
Amending Bank Accounts Policy; provided, however, that such policies shall
apply only so long as Genworth receives each management service


Capital Investments Policy (covered by GE
Policy Info 30.6)


Foreign
Exchange Policy; provided, however, that such policies shall apply only so long
as Genworth receives foreign exchange services


Commodity Hedging policy


Anti-Money Laundering Policy


Derivatives Policy


OFAC Policy


Compliance Policies Relating to Negative
Pledge Covenant and Other Covenants in Debt Documentation


 


3

















 


Schedule
7.1


 


Transaction Documents – Dispute Resolution


 


Asset Management Services
Agreement


 


Derivatives Management Services
Agreement


 


Liability and Portfolio
Management Agreement


 


Mortgage Services Agreement


 


Outsourcing Services Separation
Agreement


 


Tax Matters Agreement


 


Long-Term Care Retrocession
Agreements


 


Structured Settlement Annuity
Reinsurance Agreements


 


Variable Annuity Reinsurance
Agreements


 


Medicare Supplement Reinsurance
Agreement


 


Business Services Agreement


 


Investment Management Agreements


 


Transitional Trademark
Licensing Agreement


 


FACL Reinsurance Agreement


 


FICL Reinsurance Agreement


 


International Tax Matters
Agreements


 


European Transition Services
Agreement


 


Form of Liability and Portfolio
Asset Management Agreements


 


French Reinsurance Agreement


 


UK
Transfer Plan


 


Pre-Closing
Transfer Documents


 


 


1

















 


UFLIC
ESG Services Agreement


 


Administrative
Services Agreement included in the UFLIC Agreements


 


Trust
Agreements but only with respect to disputes, controversies or claims with The
Bank of New York


 


JLIC
Recapture Agreement


 


2