0001193125-12-333541 Sample Contracts

Restricted Stock Unit Award Agreement Dear [Participant Name]:
Restricted Stock Unit Award Agreement • August 3rd, 2012 • Genworth Financial Inc • Life insurance • Delaware

Congratulations on your selection as a Participant in the 2012 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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Stock Appreciation Rights with a Maximum Share Value Award Agreement Dear [Participant Name]:
Stock Appreciation Rights Award Agreement • August 3rd, 2012 • Genworth Financial Inc • Life insurance • Delaware

This Award Agreement and the 2012 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.

SEPARATION AGREEMENT AND RELEASE
Separation Agreement • August 3rd, 2012 • Genworth Financial Inc • Life insurance • Virginia

This SEPARATION AGREEMENT AND RELEASE (the “Agreement”) is entered into between Genworth Financial, Inc. and its affiliates (collectively, the “Company”) and Michael D. Fraizer (the “Employee”) (collectively, the “Parties”).

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