Genworth Financial (GNW)

Implementation of the Exchange Program

The Exchange Program will not commence unless our stockholders approve this proposal and the Compensation Committee determines that the Exchange Program complies with applicable regulatory requirements (as described in more detail below). The exchange offer to employees will commence at a time determined by the Compensation Committee within 180 days following stockholder approval of the Amendment. However, even if the Amendment is approved by our stockholders, the Compensation Committee will retain the authority, in its discretion, to terminate, amend or postpone the Exchange Program at any time prior to expiration of the election period under the Exchange Program; provided however, that any amendment shall be subject to the terms and conditions of this proposal.

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On the date we commence the Exchange Program (the “Effective Date”), eligible employees holding Eligible Options and SARs will receive an offer to exchange Eligible Options and SARs that will set forth the precise terms and timing of the Exchange Program. Eligible employees will be given at least 20 business days to elect to surrender their Eligible Options and SARs in exchange for Replacement Awards to be granted on the day following the completion of the Exchange Program (the “Replacement Grant Date”). On or before the Effective Date, we will file the offer to exchange with the SEC as part of a tender offer statement on Schedule TO. Eligible employees, as well as stockholders and members of the public, will be able to review the offer to exchange and other documents filed by us with the SEC free of charge on the SEC’s website at www.sec.gov.