INTELLECTUAL PROPERTY CROSS LICENSE

This INTELLECTUAL PROPERTY CROSS LICENSE (?Agreement?) dated as of                             , 2004, is entered into by GENERAL ELECTRIC COMPANY, a New York corporation (?GE?) and GENWORTH FINANCIAL, INC., a Delaware corporation (?Genworth?).  GE and Genworth are sometimes referred to herein as a ?party? or collectively as the ?parties?.

PRELIMINARY STATEMENTS

A.                                   GE, General Electric Capital Corporation, GE Financial Assurance Holdings, Inc., GEI, Inc., and Genworth entered into a Master Agreement, dated           , 2004 (?Master Agreement?).

B.                                     The Master Agreement requires the execution and delivery of this Agreement by the parties at the Closing.

C.                                     GE and its Affiliates control certain Intellectual Property and desire to license certain Intellectual Property, including, without limitation, patent rights, to Genworth and its Affiliates.

D.                                    Genworth and its Affiliates control certain Intellectual Property and desire to license certain Intellectual Property, including, without limitation, patent rights, to GE and its Affiliates.

E.                                      The parties desire to avoid any adverse effect on the GENIUS^? Applications that may result from the filing and prosecution of continuation-in-part and divisional patent applications based on the GENIUS^? Applications.

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

ARTICLE I
Definitions

Section 1.01.                         Certain Defined Terms.

(a)                                  Unless otherwise defined herein, all capitalized terms used herein shall have the same meaning as in the Master Agreement.

(b)                                 The following capitalized terms used in this Agreement shall have the meanings set forth below:

?Applications? means the GENIUS^? Applications and the GE Applications.

?Bankruptcy Code? has the meaning set forth in Section 2.05.

?CIP? has the meaning set forth in Section 4.03.

?CIP Applications? has the meaning set forth in Section 4.03.

?Control? or ?Controlled? means, with respect to any Intellectual Property, the right to grant a license or sublicense to such Intellectual Property as provided for herein without (i) violating the terms of any agreement or other arrangement with any third party, (ii) requiring any consent, approvals or waivers from any third party, or any breach or default by the party being granted any such license or sublicense being deemed a breach or default affecting the rights of the party granting such license or sublicense or (iii) requiring the payment of material compensation to any third party.

?Divisional Applications? has the meaning set forth in Section 4.03.

?Electronic Materials? has the meaning set forth in Section 2.09.

?ERC IP? has the meaning set forth in Schedule C.

?GE Accounting Policies? means GE?s accounting policies and related documentation, which are clarifications of U.S. GAAP, pursuant to which GE keeps its books and records and prepares consolidated financial statements.

?GEAM IP? has the meaning set forth in Schedule C.

?GE Applications? has the meaning set forth in Section 4.03.

?GECIS IP? has the meaning set forth in Schedule C.

?GE Intellectual Property? means Intellectual Property that is (x) Controlled by the GE Group as of the Closing Date or the date it is assigned to the GE Group pursuant to the Master Agreement and (y) in use, held for use or contemplated to be used by the Genworth Group as of the Closing Date or the date of such assignment, but specifically excludes (i) Intellectual Property assigned to Genworth and/or its Affiliates under the Master Agreement, (ii) GE Materials and (iii) Intellectual Property obtained by Genworth for GE and its Affiliates pursuant to Section 3.01(b) of the Transition Services Agreement.  ?GE Intellectual Property? includes, without limitation, the Intellectual Property set forth on Schedule A to the extent such Intellectual Property is in use, held for use or contemplated to be used by the Genworth Group as of the Closing Date or the date of such assignment and is Controlled by the GE Group as of the Closing Date or the date of such assignment.

?GE Materials? means, collectively, the GE Accounting Policies, Policies and other materials of the GE Group described in Article III.

?GE Services? has the meaning set forth in the Transition Services Agreement.

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