Transition Project Bonus Agreement

Purpose:

The purpose of the Transition Project Bonus (the “Bonus”) is to motivate key leaders and contributors during a critical transition period for Genworth Financial, Inc. (the “Company”). This Bonus is being awarded in recognition of the significant role you will have during the Transition Bonus Period.

TRANSITION PROJECT BONUS

Name:

Patrick Kelleher

Transition Bonus Period:

The “Transition Bonus Period” is 12 full months beginning November 3, 2008 and ending on November 3, 2009.

Bonus Amount:

You will be eligible to receive a Bonus payment equal to $500,000, less applicable deductions and withholdings.

Bonus Payment Date:

The Bonus will be paid in a one-time lump sum payment within 30 calendar days after the end of the Transition Bonus Period.

Payout Criteria:

In order to receive a Bonus payment, you must remain actively employed with the Company (or its affiliates or successors) for the duration of the Transition Bonus Period. Only under the following circumstances will you remain eligible to receive a Bonus payment if your employment with the Company (or its affiliates or successors) ends prior to the expiration of the Transition Bonus Period:

•   If your job is eliminated due to layoff, or if you die or become permanently disabled between now and the end of the Transition Bonus Period, you will remain eligible to receive the full Bonus payment.

•   If your business unit is sold during the Transition Bonus Period, you will remain eligible to receive the full Bonus payment.

•   If your employment is terminated by the Company for reasons other than for Cause (as defined below) you will remain eligible to receive the full Bonus payment.