38,000,000 Shares GENWORTH FINANCIAL, INC. CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 2005 • Genworth Financial Inc • Life insurance • New York
The undersigned understands that Morgan Stanley & Co. Incorporated (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Genworth Financial, Inc., a Delaware corporation (the “Company”), and GE Financial Assurance Holdings, Inc., a Delaware corporation (the “Selling Stockholder”), providing for the public offering (the “Common Stock Offering”) of shares of Class A common stock, par value $0.001 per share, of the Company (the “Common Stock”).
Omnibus Incentive Plan Restricted Stock Unit Award Agreement Replacement Grants for other than September 2003 AwardRestricted Stock Unit Award Agreement • December 5th, 2005 • 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 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.
