Exhibit 10.1



 Exhibit 10.1 
 FIRST AMENDMENT TO THE 
 GENWORTH FINANCIAL, INC. 
 2004 OMNIBUS INCENTIVE PLAN 
 THIS
FIRST AMENDMENT (this “Amendment”) to the Genworth Financial, Inc. 2004 Omnibus Incentive Plan (the “Plan”) is made this 12th day of July 2007. 
 The Board of Directors of Genworth Financial, Inc. (the “Corporation”) has determined that it is in the best interests of the Corporation and its stockholders to amend the Plan to (i) clarify that
mandatory anti-dilution adjustments are required in the event of any future “equity restructuring” in order to limit potential compensation expense to the Corporation, and (ii) include special provisions intended to ensure compliance
with Internal Revenue Code Section 409A relating to deferred compensation. 
 1. The Plan is hereby amended by deleting Section 4.4
in its entirety and replacing it with the following: 
 4.4 Adjustments in Authorized Shares. In the event of any
nonreciprocal transaction between the Company and its stockholders that causes the per-share value of the Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash
dividend), the Committee shall, in order to prevent dilution or enlargement of Participants’ rights under the Plan as well as dilution or enlargement of the benefits or potential benefits intended to be made available, substitute or adjust, as
applicable, the number and kind of Shares that may be issued under the Plan or under particular forms of Awards, the number and kind of Shares subject to outstanding Awards, the exercise price or base price applicable to outstanding Awards, the
Annual Award Limits, and other value determinations applicable to outstanding Awards. 
 In the event of any corporate event
or transaction involving the Company, such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company,
combination of Shares, exchange of Shares, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, the Committee
may, in its sole discretion, make such other appropriate adjustments to the terms of any Awards under the Plan to reflect, or related to, such changes or distributions and to modify any other terms of outstanding Awards, including modifications of
performance goals and changes in the length of performance periods. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under the Plan. 
 Without affecting the number of Shares reserved or available hereunder, the Committee may authorize the issuance or assumption of benefits
under the Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate. 







 2. The Plan is hereby amended by deleting Section 15.7 in its entirety and replacing it with the
following: 
 15.7 Special Provisions Related to Section 409A of the Code. 
 (a) Notwithstanding anything in the Plan or in any Award Agreement to the contrary, to the extent that any amount or benefit that would
constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under the Plan or any Award Agreement by reason of the occurrence of a Change of Control, or the
Participant’s disability or separation from service, such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless (i) the circumstances giving rise to such Change of Control,
disability or separation from service meet any description or definition of “change in control event”, “disability” or “separation from service”, as the case may be, in Section 409A of the Code and applicable
regulations (without giving effect to any elective provisions that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by
reason of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any Award. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the
next earliest payment or distribution date or event specified in the Award Agreement that is permissible under Section 409A. 
 (b) Notwithstanding anything in the Plan or in any Award Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be
payable or distributable under this Plan or any Award Agreement by reason of a Participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible
acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): 
 (i) if the payment or distribution is payable in a lump sum, the Participant’s right to receive payment or distribution of such
non-exempt deferred compensation will be delayed until the earlier of the Participant’s death or the first day of the seventh month following the Participant’s separation from service; and 
 (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be
payable during the six-month period immediately following the Participant’s separation from service will be accumulated and the Participant’s right to receive payment or distribution of such accumulated amount will be delayed until the
earlier of the Participant’s death or the first day of the seventh month following the Participant’s separation from service, whereupon the accumulated amount will be paid or distributed to the Participant and the normal payment or
distribution schedule for any remaining payments or distributions will resume. 
  

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 For purposes of this Plan, the term “Specified Employee” has the meaning given
such term in Code Section 409A and the final regulations thereunder, provided, however, that, as permitted in such final regulations, the Company’s Specified Employees and its application of the six-month delay rule of Code
Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Board or any committee of the Board, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company,
including this Plan. 
 (c) If any one or more Awards granted under the Plan to a Participant could qualify for any separation
pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit permitted for the separation pay exemptions, the Company shall determine which Awards or portions thereof will be subject to
such exemptions. 
 (d) Eligible Participants who are service providers to an Affiliate may be granted Stock Options or Stock
Appreciation Rights under this Plan only if the Affiliate qualifies as an “eligible issuer of service recipient stock” within the meaning of §1.409A-1(b)(5)(iii)(E) of the final regulations under Code Section 409A.”

 Except as expressly amended hereby, the terms of the Plan shall be and remain unchanged and the Plan as amended hereby shall remain in
full force and effect. 
 IN WITNESS WHEREOF, the Corporation has caused this Amendment to be executed by its duly authorized representative
on the day and year first above written. 
  

			
	GENWORTH FINANCIAL, INC.
		
	By:	 	 /s/    Michael S. Laming

	Name:	 	 Michael S. Laming

	Title:	 	 SVP-Human Resources



  

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