0001193125-12-446774 Sample Contracts

Omnibus Incentive Plan Stock Appreciation Rights with a Maximum Share Value - Executive Officer Retention Agreement Dear [Participant Name]:
Stock Appreciation Rights Agreement • November 1st, 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.

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Omnibus Incentive Plan Cash Retention Award Agreement Dear [Participant Name]:
Cash Retention Award Agreement • November 1st, 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.

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