CLASS A COMMON STOCK

PAR VALUE $0.001

SHARES

CUSIP

SEE REVERSE FOR CERTAIN DEFINITIONS

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

This Certifies that

is the owner of

Fully Paid and Non-Assessable Shares of Class A Common Stock of Genworth Financial, Inc.

transferable only on the books of the Corporation by the holder thereof in person or by duly authorized Attorney upon surrender of this Certificate, properly endorsed.  This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

WITNESS, the facsimile signatures of the Corporation’s duly authorized officers.

DATED

CHAIRMAN OF THE BOARD, PRESIDENT AND

SECRETARY

CHIEF EXECUTIVE OFFICER

COUNTERSIGNED AND REGISTERED:

THE BANK OF NEW YORK

TRANSFER AGENT

AND REGISTRAR BY

BY

AUTHORIZED OFFICER