Through leadership at all levels, sustain a culture where ethical conduct is recognized, valued and exemplified by all employees.

Obey the applicable laws and regulations governing our business conduct worldwide.

Be honest, fair and trustworthy in all your Genworth activities and relationships.

Foster an atmosphere in which fair employment practices extend to every member of the diverse Genworth community.

Avoid all conflicts of interest between work and personal affairs.

Strive to create a safe workplace and to protect the environment.

Who must follow Genworth policies

Which laws apply

Employee responsibilities

Leadership responsibilities

Penalties for violations

Integrity Concerns

When you have an integrity concern

How to raise an integrity concern

International Financial Transaction Controls

Money Laundering Prevention

Privacy

Complying with the Competition Laws

Insider Trading or Dealing & Stock Tipping

Through leadership at all levels, sustain a culture

where ethical conduct is recognized, valued and

exemplified by all employees.

Introduction

Integrity Concerns

Identify those persons and companies outside Genworth whose activities on behalf of Genworth may involve issues covered by Genworth policies.

Require those persons and companies to agree to comply with relevant aspects of Genworth policies.

Provide those persons and companies with appropriate education on the requirements imposed by Genworth policies.

Take necessary action, up to and including terminating a contract with anyone representing Genworth, after learning that the person failed to honor his or her agreement to abide by Genworth policies.

Learn the details of policies dealing with your work. No one expects you to know all policies word for word. You should have a basic understanding of issues covered by each policy, and you should have a detailed understanding of policies that apply to your job. Check the Integrity First website (accessible via a link on the Genworth Financial intranet portal) for additional information regarding the Genworth Code of Ethics policies as well as other compliance related information that may pertain to your job.

Seek assistance from your manager, Company legal counsel or other Genworth resources when you have questions about application of the policies.

Promptly raise any concern that you or others may have about possible violations of any Genworth policy, or about a possible request that you believe might violate a Genworth policy.

Understand the many options you have for raising integrity concerns. You may raise them with a Genworth manager, or, if you prefer, with a Company legal counsel, Genworth auditor, Genworth ombudsperson or other Genworth compliance specialist. Your communication may be written or oral, and it may be anonymous.

If you raise an integrity concern and the issue is not resolved, raise it with one of the other contacts listed above.

Cooperate in Genworth investigations into concerns about a Genworth policy.

Personally leading compliance efforts through frequent meetings with direct reports and regular monitoring of compliance matters and programs

Leading by example, using their own behavior as a model for all employees

Making sure that employees understand that business results are never more important than compliance

Encouraging employees to raise their integrity questions and concerns

Using employee actions and judgments in promoting and complying with Genworth policies as considerations when evaluating and rewarding employees

Ensuring that compliance risks associated with the business processes under the leader’s management are systematically identified

Ensuring that policies and procedures, tailored to the particular risk areas faced by a business, are issued and communicated

Identifying for each Genworth policy those employees, controlled affiliates and third parties who represent the Company whose activities may involve issues covered by that policy

Providing education and legal counseling to ensure that employees, controlled affiliates and, where appropriate, third parties understand the requirements of Genworth policies and applicable law

Implementing appropriate control measures in business processes, such as “dashboards” and “scorecards,” to detect heightened compliance risks and/or violations

Promoting an effective ombudsperson system that permits employees to raise concerns without fear of retaliation

Ensuring that periodic compliance reviews are conducted, with the assistance of the Internal Audit Staff, to assess the effectiveness of the business’ compliance measures and to identify ways of improving them

Taking prompt corrective action to fix any identified weaknesses in compliance measures

Taking appropriate disciplinary action

Consulting with Genworth legal counsel and making appropriate disclosures to regulators and law enforcement authorities

Actions that violate a Genworth policy

Requesting others to violate a Genworth policy

Failure to promptly raise a known or suspected violation of a Genworth policy

Failure to cooperate in Genworth investigations of possible violations of a Genworth policy

Retaliation against another employee for reporting an integrity concern

Failure to demonstrate the leadership and diligence needed to ensure compliance with Genworth policies and applicable law

Serious damage to the health, safety and well-being of yourself, your fellow employees, the Company as a whole, our customers and the communities in which we operate

The loss of confidence in Genworth—by customers, share owners, governments and neighbors

Huge fines, damage awards and other financial penalties against the Company; fines and/or prison sentences for individual employees.

Your supervisor or manager

Your compliance/auditing resource

Company legal counsel

Next level of management

888 251.4332 (USA/other than Mortgage Insurance)

800 274.2728 (USA/Mortgage Insurance)

+44 (0) 20 8380 3359 (UK/Europe)

905 858.6562 (Canada)

+61 2 8916 7285 (Australia/New Zealand)

+52 477 710 4771 (Mexico)

OmbudsOffice.Genworth@genworth.com (Individuals who wish to remain anonymous should contact the Genworth ombudsperson using one of the telephone numbers identified above.)

Ombudsperson, 6620 West Broad Street, Richmond, VA, 23230 USA

Obey the applicable laws and regulations

governing our business conduct worldwide.

International Financial Transaction Controls

Money Laundering Prevention

Privacy

Complying with the Competition Laws

Insider Trading or Dealing & Stock Tipping

Learn and follow your business’ own procedures regarding international transactions.

Learn and understand the extent to which U.S. financial transaction controls apply to transactions conducted by your business, even outside the United States.

Make sure all applicable transactions are screened in compliance with applicable laws and regulations that restrict transactions with certain countries, entities and persons.

Do not cooperate with any restrictive trade practice or boycott prohibited or penalized under U.S. or applicable local laws. Make sure you tell your manager about all boycott-related requests, including requests for information.

Consult with Company legal counsel or your manager in any transaction in which a conflict arises between U.S. law and the law of another country or region, such as the laws blocking certain U.S. restrictions adopted by Canada, Mexico and the members of the European Union.

For U.S. incorporated affiliates and U.S. citizens (regardless of whether such affiliates or citizens are based in the U.S.) transactions with individuals or entities appearing on the U.S. Treasury Department’s Office of Foreign Assets Control “Specially Designated Nationals and Blocked Persons” list.

For non-U.S. incorporated affiliates, transactions with individuals or entities appearing on applicable government or regulatory lists of restricted or prohibited parties.

Transactions involving an embargoed country, a citizen or representative of an embargoed country or an individual or entity subject to government sanction.

All affiliate and employee transactions with the government of Cuba or its officials, citizen or companies, wherever located. Company legal counsel should be consulted immediately regarding such transactions or proposed transactions.

Comply with all applicable anti-money laundering laws and regulations throughout the world.

Implement appropriate due diligence standards and processes to assure compliance with anti-money laundering laws and regulations. Each business’ due diligence process should be in writing and include appropriate procedures to obtain sufficient information and documentation about prospective customers, joint venture partners and affiliates to ensure their suitability for the contemplated transactions.

Conduct business only with reputable customers who are involved in legitimate business activities and whose funds come from legitimate sources. The extent and depth of the due diligence may vary according to the complexity of the transaction, its value, its location and the nature of the product or service involved.

Designate acceptable forms of payment and implement procedures for prohibiting or limiting payments that may be associated with money laundering.

Develop appropriate procedures that require the prompt referral of suspicious activity to the Genworth employee’s supervisor, a designated internal compliance officer, or Genworth legal department designee who must review the activity with management to determine whether the activity may indicate known or suspected criminal activity. Appropriate reports to proper government authorities must be filed as necessary, if required by applicable law.

Develop an appropriate internal monitoring process. This process may either be manual or automated and should be tailored to the types and volume of transactions common to the business component.

Prohibit or use extreme caution in opening or maintaining anonymous accounts.

A customer, agent or proposed joint venture partner who provides insufficient, false or suspicious information, is reluctant to provide complete information, or is anxious to avoid a reporting or record-keeping requirement.

Payments by use of monetary instruments that are not consistent with the business activities of the client; appear to have no identifiable link to the customer; or have been identified as money-laundering mechanisms.

Requests by a customer, agent or proposed joint venture partner to pay in cash.

Early repayment of a loan in cash or cash equivalents.

Orders or purchases that are inconsistent with the customer’s trade or business.

Unusually complex deal structures and payment patterns that reflect no real business purpose or unusually favorable payment terms.

Unusual fund transfers to or from foreign countries unrelated to the transaction.

Transactions involving locations that have been identified as tax havens or areas of known money laundering activity.

Structuring of transactions to evade record-keeping or reporting requirements (such as multiple transactions below the reportable threshold amounts).

Wire transfer activity that is not consistent with the business activities of the customer, or which originates or terminates with parties unrelated to the transaction.

Requests to transfer money or return deposits to a third party, or to unknown or unrecognized accounts.

Comply with all applicable consumer and other privacy and data protection laws, regulations, and treaties.

Provide individual consumers, as required by law and by your business’ privacy procedures, with reasonable:

Learn and follow your business’ implementing procedures for privacy and data protection. Pay particular attention to the protection of individual consumer information, medical and financial records, and other sensitive personal information, such as information from or about children.

Do not acquire, use, or disclose individual consumer information in ways that are inconsistent with your business’ privacy policies or with applicable laws or regulations.

If you have access to individual consumer information, use that information only for authorized business purposes.

Keep secure your business’ records of individual consumer information, including computer-based information.

Consult with legal counsel before establishing or updating any system, process, or procedure to collect, use, disclose, or transmit individual consumer information, medical or financial records, or other sensitive personal information.

Business or marketing plans that involve the inappropriate or unauthorized collection, use, or disclosure of individual consumer information.

Privacy policies or notices that are inaccurate or out-of-date.

Disclosures of (or requests to disclose) individual consumer information, particularly sensitive personal information, to unaffiliated third parties who are not properly authorized to receive the information.

Transfers of individual consumer information to third parties, such as vendors or suppliers, who lack appropriate security safeguards or appropriate restrictions regarding their use of the information.

Transfers of individual consumer information between countries.

Inadequate information security controls, such as those that could permit unauthorized access to individual consumer information.

Comply with all applicable competition laws, policies and treaties, including federal and state antitrust laws of the United States and the competition laws of other countries where Genworth does business.

Comply with all competition decrees, orders and undertakings affecting Genworth and its employees. These decrees and undertakings may prohibit some conduct otherwise lawful under the competition laws. Company legal counsel can provide you with information about the decrees affecting your business.

Learn and comply with your business’ specific procedures that address contacts with competitors, obtaining and handling data concerning competitors, and participating in trade associations, professional societies, and standards development and product certification organizations.

Do not propose or enter into any agreements or understandings – expressed or implied, formal or informal, written or oral – with any competitor regarding any aspect of the competition between Genworth and the competitor for sales to third parties.

Consult with Company legal counsel early in the process of evaluating any proposed merger, acquisition or joint venture.

Consult with Company legal counsel in connection with business arrangements that could raise competition law issues, including:

Discussions or agreements with competitors on:

Any contacts with competitors that could create the appearance of improper agreements or understandings, whether the contact is in person, in writing, by telephone, through e-mail or through other means of electronic communication.

Never buy or sell the stock or other securities of any company while you have inside information about the company.

Never recommend or suggest that anyone else buy, sell, or retain the stock or other securities of any company while you have inside information about the company.

You must not disclose inside information to anyone outside Genworth (including family members), except when such disclosure is needed to enable Genworth to carry on its business properly and effectively, and appropriate steps have been taken by Genworth to prevent the misuse of the information. Employees are urged to consult with Company legal counsel to determine if such disclosure is needed and is being undertaken in an appropriate manner.

Only disclose inside information within Genworth in the ordinary course of business and when you have no reason to believe the information will be misused.

Failing to learn how to identify inside information. It is any non-public information that a reasonable investor is likely to consider important in making an investment decision.

Any non-public information about a company that would influence your own decision to buy or sell that company’s stock or other securities probably is inside information.

Be honest, fair and trustworthy in all your

Genworth activities and relationships.

Improper Payments

Supplier Relationships

Working with Governments

Controllership

Intellectual Property

Never give, offer, or authorize the offer, directly or indirectly, of anything of value (such as money, goods or a service) to a customer or government official to obtain any improper advantage. A business courtesy, such as a gift, contribution or entertainment, should never be offered under circumstances that might create the appearance of an impropriety.

This policy does not prohibit lawful reimbursement for reasonable and bona fide expenditures – for example, travel and living expenses incurred by customers and directly related to the promotion of products or services, or to the execution of a contract.

Never give a gratuity or other payment to government officials or employees to expedite a routine administrative action without consulting with the Genworth business legal counsel. If such a “facilitating payment” is made, make sure it is clearly and accurately reflected in financial reports.

Never contribute Company funds or other Company assets for political purposes in the United States without the prior approval of Genworth’s Vice President for Government Relations. Never contribute Company funds or other Company assets for political purposes outside the United States without the approval of Genworth’s Vice President for Government Relations.

Require any person or firm who represents Genworth (such as a consultant, agent, sales representative, distributor or contractor) to comply with this policy and related laws.

Exercise due diligence when selecting persons or firms to represent Genworth.

Any person or firm representing Genworth or being considered to represent Genworth who:

Any person who suggests that a Genworth bid be made through a specific representative or partner.

Any request that a commission or other payment be made in a third country or to another name.

A commission that seems large in relation to the services provided.

Follow applicable laws and government regulations covering supplier relationships.

Provide a competitive opportunity for suppliers to earn a share of Genworth’s purchasing volume, including small businesses and businesses owned by the disadvantaged, minorities and women.

Enlist supplier support in ensuring that Genworth consistently meets and exceeds customer expectations of quality, cost and delivery.

Do business only with suppliers who comply with local and other applicable legal requirements as well as any additional Genworth standards that may apply.

Selection of suppliers on any basis other than open, competitive bidding.

Potential conflicts of interest in supplier selection, including the acceptance of gifts or other items of value except in strict compliance with business guidelines.

Directing business to a supplier owned or managed by a relative or close friend.

Unsafe conditions in supplier facilities, or workers who appear to be underage or subject to coercion.

Apparent disregard of environmental standards in supplier facilities.

Adhere to the highest standards of honesty and integrity, and abide by all applicable laws and regulations.

Comply with all government regulations and procedures applicable to Genworth as either a prime contractor or subcontractor.

Before engaging in business discussions with any local, state, national or international government official, representative or agency, become familiar with and understand fully the agency rules and other non-commercial regulations applicable to such transactions, for example:

Assure that all communications, including reports, certifications, representations, statements, proposals and claims made to government agencies are truthful, complete and accurate, and that there are effective business processes for assuring the accuracy and completeness of the information contained in such submissions.

Require all persons or firms representing Genworth — such as consultants, agents, sales representatives, distributors and independent contractors — to agree to do so in a manner that is consistent with this policy.

Special requirements associated with government transactions, including “commercial” transactions financed by government agencies such as the EX-IM Bank, U.S. Agency for International Development, U.S. Defense Security Cooperation Agency, the European Union or the European Bank for Reconstruction and Development.

Incorrect or unauthorized cost-charging on government contracts.

Deviations from contract requirements or unauthorized contract substitutions, including the failure to perform required tests and inspections.

Submission of inaccurate or incomplete cost or pricing data when such data is required by the government.

Violating national, regional or local government regulations that establish gratuity restrictions, entertainment rules, recruiting prohibitions, non-commercial contract requirements or certification procedures.

Acceptance of information related to the government’s competitive selection of a supplier, or a competitor’s bid or proposal, unless the contracting officer or head of the agency has specifically and lawfully authorized release of such information.

Follow Genworth’s General Accounting Procedures, as well as all generally accepted accounting principles, standards, laws and regulations affecting accounting and financial reporting.

Maintain complete and accurate records and accounts to reflect transactions and the disposition of assets.

Ensure that financial and non-financial information and operating metrics are reported accurately and on a timely basis.

Provide timely, candid forecasts and assessments to management.

Restrict the release of financial information outside of Genworth unless such release has been properly reviewed and authorized, with appropriate consideration given to the interests of Genworth as a whole.

Adhere to rigorous business processes to ensure that decisions are based on sound economic considerations, embrace a prudent consideration of risks, and are not aimed at enhancing near-term financial performance at the expense of share owner value.

Maintain controls to safeguard Genworth’s physical, financial and intellectual property assets.

Comply with Genworth’s Document Management Procedures, as well as all applicable laws and regulations relating to the preservation of documents and records.

Preserve documents and records that are known to be relevant to pending or foreseeable litigation, audits or investigations, and as directed by Company counsel.

Maintain sound processes and controls.

When creating documents, use care to make them accurate and truthful.

Financial results that seem inconsistent with underlying performance.

Inaccurate financial records, such as overstated travel and living expense reports, or erroneous time sheets or invoices.

Transactions that are inconsistent with good business economics.

Confidential information released to unauthorized third parties.

Absence of controls to protect assets from risk of loss.

Physical assets or other resources that could be more fully utilized, reallocated or disposed of.

Circumventing review and approval procedures.

Adequacy of routines and controls at newly acquired businesses and at remote, thinly-staffed sites.

Adequacy of routines and controls to preserve documents (including e-mail) for pending or reasonably foreseeable litigation, audits, and investigations.

Disposal of documents without knowing what is being discarded or whether the documents are subject to any legal preservation requirement.

False or exaggerated statements in e-mail, PowerPoint presentations, or other documents.

Identify and protect commercially significant Genworth intellectual property.

Consult with Company legal counsel for handling any unsolicited ideas from outsiders as well as any employee ideas not covered by the “Proprietary Information and Inventions Agreement” (PIIA).

Respect valid patents, copyrighted materials and other protected intellectual property of others. Consult with Company legal counsel concerning necessary licenses or approvals to use such intellectual property.

Consult with Company legal counsel before:

Assert intellectual property rights only in a way consistent with the law.

Understand your responsibilities to the Company regarding new inventions and ideas that you may develop while a Genworth employee. Consult with Company legal counsel if you have any question about these responsibilities or about the PIIA which many employees must sign.

Comply with the guidelines for use of the Genworth primary trademarks and trade names located at brand.genworth.com.

Follow Company procedures available on the Company intranet site.

Receiving, from an employee, proprietary information about his or her prior employer.

Accepting proprietary information from an outsider, without first consulting Company legal counsel, under circumstances where a confidential relationship exists or may be implied.

Discussing Genworth proprietary information with customers or suppliers.

Passing on, for technical or management review, an outsider’s suggestion for a new product, product feature, service or name, without first consulting with Company legal counsel.

Introducing, or divulging information about, a new product or service before patent applications have been filed or a decision has been made not to file an application.

Introducing a new product or service, or new product or service name, before checking for patent or trademark infringement.

Threatening anyone suspected of infringing any Genworth intellectual property without first consulting with Company legal counsel.

Employing a person who previously worked for a competitor without putting in place safeguards to prevent the person from inadvertently disclosing or using the competitor’s proprietary information.

Foster an atmosphere in which fair

employment practices extend to every member

of the diverse Genworth community.

Fair Employment Practices

Use merit, qualifications (for example, education, experience, or competencies) and other job-related criteria as the sole bases for all employment-related decisions affecting employees and applicants.

Recruit, hire, train, compensate, promote and provide other conditions of employment without regard to a person’s race, color, religion, national origin, gender (including pregnancy), sexual orientation, gender identity, age, disability, veteran status or any other characteristic protected by state or federal law. Discrimination on any of these bases strictly is prohibited.

Provide a work environment free from unlawful harassment, such as harassment directed at a person because of his or her race, national origin, religion, gender etc.

Complaint Procedures: Any employee who feels that she or he has been a victim of unlawful harassment (or has reason to believe that someone else has been a victim of harassment) is required to raise that concern immediately using one of several avenues of complaint - Genworth manager, the ombudsperson, a human resources representative, Company legal counsel, or anyone else designated to handle harassment concerns, without fear of reprisal.

Respect the privacy rights of employees by using, maintaining and transferring their personal data in accordance with applicable Company guidelines and procedures. (While seeking to maintain employee privacy, however, Genworth must reserve the right to monitor use of Company property and resources (for example, computers, electronic mail, phones, proprietary information, etc.), in accordance with applicable law.)

Strictly observe all applicable labor and employment laws.

Ensure that the Company does not retaliate in any fashion against any employee for bringing or assisting in the investigation of a complaint.

If a conflict arises between the requirements of this Policy and the laws, customs or practices of a particular area, consult with management and Company legal counsel to determine the most appropriate course of action.

Allowing race, color, national origin, religion, gender, age, disability, veteran status, sexual orientation, gender identity or marital status, amnesty or status as a covered veteran, or any other characteristic protected by state or federal law to be a factor in hiring, promotion, compensation or other employment-related decisions.

Indications of a hostile work environment (for example, telling jokes or displaying materials that ridicule or offend a member of a particular race or ethnic group).

Persistent on-the-job flirtations or making sexual advances toward an employee or person with whom you work, when he or she has stated that such interests and/or advances are unwelcome.

Refusing to work, or provide work-related assistance, cooperation, and/or information to fellow employees based on their race, color, national origin, religion, gender etc.

Disclosing employment data to a person who does not have the business need, authority or the subject’s consent.

Avoid all conflicts of interest between

work and personal affairs.

Conflicts of Interests

Avoid actions or relationships that might conflict or appear to conflict with your job responsibilities or the interests of Genworth.

Do not misuse Genworth resources, intellectual property, time or facilities (including office equipment, e-mail, and computer applications), for personal gain.

Do not personally enrich yourself using opportunities that Genworth could have an interest in that are discovered through the use of Genworth position, information or property.

Obtain necessary approvals before accepting any position as an officer or director of an outside business concern.

Obtain the approval of your manager when accepting a board position with a not-for profit entity, when there may be a Genworth business relationship with the entity or an expectation of financial or other support from Genworth.

Disclose your outside activities, financial interests or relationships that may present a possible conflict of interest (or appearance of a conflict) to your manager as well as your business’ legal counsel or finance manager. Make these disclosures in writing when such a situation arises as well as when asked to complete a “Conflict of Interest” questionnaire.

Holding a financial interest in a company where you could personally affect Genworth’s business with that company

Taking a part-time job where you may be tempted to spend time on that job during your normal Genworth working hours or to use Genworth equipment or materials

Receiving gifts of greater than nominal value from suppliers, customers or competitors while you are in a position to influence Genworth decisions that might affect or appear to affect the outside concern

Receiving personal discounts or other benefits from suppliers, service providers or customers not available to the general public or similarly situated Genworth employees

Accepting an offer to purchase “friends and family stock” in a company issuing shares through an initial public offering (IPO) if you interface with that company in your Genworth business activities

Directing business to a supplier that is owned or managed by a relative or close friend

Misusing Genworth resources, your position or influence to promote or assist an outside business or not-for-profit activity

Preferential hiring of, direct supervision of, or making a promotion decision about a spouse, relative or close personal friend

A romantic or other personal relationship that may create a conflict of interest with the employee’s Genworth responsibilities or compromise Company interests.

Your supervisor or manager

Your compliance/auditing resource

Company legal counsel

Next level of management

888 251.4332 (USA/other than Mortgage Insurance)

800 274.2728 (USA/Mortgage Insurance)

+44 (0) 20 8380 3359 (UK/Europe)

905 858.6562 (Canada)

+61 2 8916 7285 (Australia/New Zealand)

+52 477 710 4771 (Mexico)

OmbudsOffice.Genworth@genworth.com (Individuals who wish to remain anonymous should contact the Genworth ombudsperson using one of the telephone numbers identified above.)

Ombudsperson, 6620 West Broad Street, Richmond, VA, 23230 USA