Genworth Financial (GNW)

Director Compensation

On December 2, 2005, the Board of Directors of Genworth Financial, Inc. (“Genworth”), upon the recommendation of the Nominating and Corporate Governance Committee (the “NCGC”) that was based on input from external consultants, approved certain amendments to its Governance Principles regarding the compensation of directors. As amended, the Governance Principles clarify that annual retainers will be provided to all non-employee directors not designated by General Electric Company (“GE”) (each, an “Eligible Director”). In addition, the amended Governance Principles provide for additional annual fees to be paid to committee chairpersons, in the amount of $15,000 for the Audit Committee chairperson and $10,000 for all other standing committee chairpersons. The amended Governance Principles also provide that, effective January 1, 2006, each Eligible Director will be eligible for the matching of charitable contributions on a dollar-for-dollar basis up to a maximum matching contribution of $15,000 during any calendar year pursuant to the contribution guidelines established by the Genworth Foundation.

The amended Governance Principles also clarify that, in addition to reimbursement of director travel expenses to attend board and committee meetings in accordance with policies approved from time to time by the NCGC, Genworth will, with prior approval of the chair of the NCGC, reimburse Eligible Directors for the expenses of attending director education seminars. The amended Governance Principles also state that any director who is designated by GE (as holder of Genworth’s Class B Common Stock) but who is not a current employee of GE may receive reasonable compensation from GE, as determined by GE in its sole discretion.

The Board of Directors also amended the Governance Principles to provide that all Eligible Directors are expected to hold at least $300,000 worth of Genworth common stock and/or deferred stock units while serving as a director of Genworth. Eligible Directors will have five years from their date of election to the Board to attain this ownership threshold.

Except as noted above with respect to the matching gift program, the amendments to the Governance Principles are effective immediately. A summary of the compensation provided to directors is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Director Compensation

Each independent director is paid an annual fee of $160,000 in quarterly installments, following the end of each quarter of service. Of this amount, 40% (or $64,000) of the annual fee is paid in cash and 60% (or $96,000)

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is paid in deferred stock units, or DSUs. Instead of receiving a cash payment, directors may elect to have up to 100% of their annual fee paid in DSUs. The board has elected not to adopt a policy of meeting fees because attendance is expected at all scheduled board and committee meetings, absent exceptional cause. Each DSU is equal in value to a share of our stock but does not have voting rights. DSUs accumulate regular quarterly dividends which are reinvested in additional DSUs. The DSUs will be paid out in cash beginning one year after the director leaves the board. Directors may elect to take their DSU payments as a lump sum or in equal payments spread out for up to ten years.

Our independent directors are eligible to participate in our program of charitable contributions on the same terms as Genworth’s and GE’s employees (including the GE-designated directors). Under that program, we match up to $25,000 per year in contributions by each director to an eligible institution. This benefit will continue until at least the date that GE ceases to own at least 50% of our outstanding common stock.