0001193125-04-221714 Sample Contracts

Omnibus Incentive Plan Stock Option Award Agreement Dear [Optionee]:
Genworth Financial Inc • December 30th, 2004 • Life insurance • Delaware

Congratulations on your selection as a Participant in the 2004 Genworth Financial, Inc. Omnibus Incentive Plan (the “Plan”). This Award Agreement and the Plan together govern your rights under this Award and set forth all of the conditions and limitations affecting such rights. Unless the context otherwise requires, capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement.

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Omnibus Incentive Plan Stock Appreciation Rights Award Agreement Dear [SAR Grantee]:
Genworth Financial Inc • December 30th, 2004 • Life insurance • Delaware

Congratulations on your selection as a Participant in the 2004 Genworth Financial, Inc. Omnibus Incentive Plan (the “Plan”). This Award Agreement and the Plan together govern your rights under this Award and set forth all of the conditions and limitations affecting such rights. Unless the context otherwise requires, capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement.

Omnibus Incentive Plan Restricted Stock Unit Award Agreement Dear [RSU Grantee]:
Genworth Financial Inc • December 30th, 2004 • Life insurance • Delaware

Congratulations on your selection as a Participant in the 2004 Genworth Financial, Inc. Omnibus Incentive Plan (the “Plan”). This Award Agreement and the Plan together govern your rights under this Award and set forth all of the conditions and limitations affecting such rights. Unless the context otherwise requires, capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement.

Omnibus Incentive Plan Deferred Stock Unit Award Agreement Award Agreement Dear [Non-Employee Director]:
Award Agreement • December 30th, 2004 • Genworth Financial Inc • Life insurance • Delaware

Congratulations on your selection as a Participant in the 2004 Genworth Financial, Inc. Omnibus Incentive Plan (the “Plan”). This Award Agreement and the Plan together govern your rights under the Deferred Stock Units (“DSUs”) which are granted to you from time to time as payment of your annual retainer and set forth all of the conditions and limitations affecting such rights. Unless the context otherwise requires, capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement.

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