0001193125-14-078864 Sample Contracts

Restricted Stock Unit Award Agreement Dear [Participant Name]:
Restricted Stock Unit Award Agreement • March 3rd, 2014 • 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 • March 3rd, 2014 • 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.

Notice to Employee: This is a legal document. You are advised to consult with an attorney prior to signing this agreement. SEPARATION AGREEMENT & RELEASE
Separation Agreement • March 3rd, 2014 • Genworth Financial Inc • Life insurance • Virginia

This is an Agreement between Genworth Financial, Inc. and its affiliates (collectively, the “Company”) and PATRICK KELLEHER (the “Employee”).

Performance Stock Unit Award Agreement Dear [Name]:
Performance Stock Unit Award Agreement • March 3rd, 2014 • Genworth Financial Inc • Life insurance • Delaware

You have been selected to receive an Award under the 2012 Genworth Financial, Inc. Omnibus Incentive Plan (the “Plan”), on the terms and conditions set forth below. 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 on Exhibit A hereto or 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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