Nominating & Corporate Governance Committee

Independence

The Nominating & Corporate Governance Committee is composed entirely of independent directors.

Purposes and Responsibilities

The principal purpose of the Nominating & Corporate Governance Committee (which is detailed fully in its Charter) is to assist the Board in identifying qualified individuals to become Board members, in determining the composition of the Board and its committees, in monitoring a process to assess Board effectiveness and in developing and implementing the corporation's corporate governance guidelines.

Stockholder Recommendations for Board Candidates

The Nominating and Corporate Governance Committee will consider stockholder recommendations for candidates for the board sent to the Nominating and Corporate Governance Committee, c/o Michael J. McCullough, Secretary, Genworth Financial, Inc., 6620 West Broad Street, Richmond, Virginia 23230. The Committee's minimum qualifications and specific qualities and skills required for directors are set forth in section 3 of the Governance Principles. In addition to considering candidates suggested by stockholders, the Committee considers potential candidates recommended by current directors, company officers, employees and others. The Committee considers all potential candidates in the same manner regardless of the source of the recommendation.

Nominating & Corporate Governance Documents

	Charter
	Key Practices

The Nominating & Corporate Governance Committee's members are:

	G. Kent  Conrad*
	Jill R. Goodman*
	Howard D. Mills, III*
	Ramsey D. Smith*