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