0001193125-11-126257 Sample Contracts

Form of Stock Appreciation Rights with a Maximum Share Value Award Agreement
Stock Appreciation Rights Agreement • May 4th, 2011 • Genworth Financial Inc • Life insurance • Delaware

This Award Agreement and the 2004 Genworth Financial, Inc. Omnibus Incentive Plan (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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