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Press Release



Genworth Life Insurance Company Announces Increases in the Total Consideration and Tender Offer Consideration, Extension of the Expiration Time and Reestablishment of the Early Tender Time for its Tender Offer for all of the Issued and Outstanding RLIII INC Securities

RICHMOND, Va., Jan. 6, 2012 /PRNewswire via COMTEX/ --On December 9, 2011, Genworth Life Insurance Company (the "Company") announced that it had commenced a cash tender offer to purchase (the "Offer") all of the issued and outstanding five series of RLIII INC Money Market Securities (the "MM Securities") and one series of RLIII INC Term Securities (the "Term Securities", and together with the MM Securities, the "Securities") of the respective Trusts listed below, upon the terms and subject to the conditions set forth in its Offer to Purchase, dated December 9, 2011 (the "Offer to Purchase"), and the related Letter of Transmittal (the "Letter of Transmittal").

The Offer is conditioned on satisfaction or waiver of the conditions specified in the Offer to Purchase, including the condition that a minimum of $475 million aggregate face amount of Securities be validly tendered and not validly withdrawn (the "Minimum Tender Condition") pursuant to the Offer. Except as set forth in this release, all terms and conditions of the Offer, including the Minimum Tender Condition, will remain the same.

As of the date hereof, the Company has amended the Offer, increasing the Tender Offer Consideration and the Total Consideration offered with respect to the Securities as further described in the chart below. For the avoidance of doubt, any Securities that have been validly tendered and not validly withdrawn prior to the reestablished Early Tender Time, described below, will be eligible to receive, if the conditions specified in the Offer are satisfied or waived, the new Total Consideration set forth herein.

Per $1,000

Face Amount

Trust

CUSIP

Number

Series

Face Amount

Outstanding

Tender Offer

Consideration

Early Tender

Payment

Total Consideration

(old)

(new)

(old)

(new)

Insurance Note

Capital MMS

RLIII 2006-1

45804VAA2

INC Money Market

Securities, Series

RLIII 2006-1

$100,000,000

$690

$755

$50

$740

$805

Insurance Note

Capital MMS

RLIII 2006-2

45804XAA8

INC Money Market

Securities, Series

RLIII 2006-2

$100,000,000

$690

$755

$50

$740

$805

Insurance Note

Capital MMS

RLIII 2006-3

45805AAA7

INC Money Market

Securities, Series

RLIII 2006-3

$100,000,000

$690

$755

$50

$740

$805

Insurance Note

Capital MMS

RLIII 2006-4

45805CAA3

INC Money Market

Securities, Series

RLIII 2006-4

$100,000,000

$690

$755

$50

$740

$805

Insurance Note

Capital MMS

RLIII 2006-5

45805EAA9

INC Money Market

Securities, Series

RLIII 2006-5

$100,000,000

$690

$755

$50

$740

$805

Insurance Note

Capital Term

RLIII 2006-1

458049AA1

INC Term

Securities, Series

RLIII 2006-1

$250,000,000

$730

$770

$50

$780

$820

In connection with such amendments to the Tender Offer Consideration and the Total Consideration, the Company has (1) extended the Expiration Time of the Offer from Midnight, New York City time, on January 9, 2012 to Midnight, New York City time, on January 20, 2012 and (2) reestablished the Early Tender Time (which Early Tender Time previously expired on December 22, 2011 at 5:00 p.m. New York City time) as 5:00 p.m. New York City time, on January 12, 2012. Accordingly, if after the reestablished Early Tender Time, all conditions to the Offer have been satisfied or waived by the Company, the Company will accept and effect an early settlement for all Securities that were validly tendered at or prior to such Early Tender Time.

Deutsche Bank Securities Inc. is serving as Dealer Manager for the Offer. Persons with questions regarding the Offer should contact Deutsche Bank Securities Inc. at (855) 287-1922 (toll-free). Requests for documents may be directed to Global Bondholder Services Corporation, the Information Agent, at 212-430-3774 or (866) 470-3700.

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Securities or any other security. The Offer is made only by the Offer to Purchase and the related Letter of Transmittal. The Offer is not being made to security holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Offer is required to be made by a licensed broker or dealer, it shall be deemed to be made by the Dealer Manager on behalf of the Company.

Forward-Looking Statements

Certain of the statements included in this press release, and other written or oral statements made from time to time by representatives of the Company, may constitute forward-looking statements. Words such as "expects," "believes," "anticipates," "includes," "plans," "assumes," "estimates," "projects," "intends" or variations of such words or similar words or expressions are generally part of forward-looking statements. Forward-looking statements are made based on current expectations and assumptions and beliefs concerning future developments and their potential effects. There can be no assurance that future developments will be those anticipated. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including without limitation: (i) general economic, market and political conditions, including the performance of financial markets, interest rate fluctuations and the continuing negative impact of the current economic environment; (ii) various domestic or international military or terrorist activities or conflicts; (iii) volatility in the securities markets; (iv) exposure to contingent liabilities; (v) investment losses and defaults; (vi) changes in claims-paying or credit ratings; (vii) competition; (viii) the impact of changing regulation or accounting practices; (ix) adverse mortality or persistency results; (x) adverse litigation results or regulatory matters; (xi) changes in tax law or insurance law or regulation; and (xii) changes in laws regulating broker-dealers and registered clearing agencies.

Consequently, such forward-looking statements should be regarded solely as the Company's current plans, estimates and beliefs. The Company does not intend, and does not undertake, any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.

About Genworth Life Insurance Company

The Company is a Delaware-domiciled stock life insurance company and wholly-owned indirect subsidiary of Genworth Financial, Inc. The Company principally offers long-term care insurance, life insurance, deferred fixed annuities and immediate fixed annuities.

About Genworth Financial

Genworth Financial, Inc. (NYSE: GNW) is a leading Fortune 500 insurance holding company dedicated to helping people secure their financial lives, families and futures. Genworth has leadership positions in offerings that assist consumers in protecting themselves, investing for the future and planning for retirement -- including life insurance, long term care insurance, financial protection coverages, and independent advisor-based wealth management -- and mortgage insurance that helps consumers achieve home ownership while assisting lenders in managing their risk and capital. Genworth has approximately 6,400 employees and operates through three divisions: Insurance and Wealth Management, which includes U.S. Life Insurance, Wealth Management, and International Protection segments; Mortgage Insurance, which includes U.S. and International Mortgage Insurance segments; and the Corporate and Runoff division. Its products and services are offered through financial intermediaries, advisors, independent distributors and sales specialists. Genworth Financial, Inc., which traces its roots back to 1871, became a public company in 2004 and is headquartered in Richmond, Virginia.

SOURCE Genworth