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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

Genworth Financial, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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Genworth Financial, Inc.

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		6620 West Broad Street     Richmond, Virginia 23230

April 6, 2009

Dear Stockholder,

You are invited to attend the 2009 Annual Meeting of Stockholders to be held at 9:00 a.m. local time on Wednesday, May 13, 2009, at the Sheraton Richmond West, 6624 West Broad Street, Richmond, Virginia 23230.

The Annual Meeting will include a report on our business operations, discussion and voting on the matters set forth in the accompanying Notice of Annual Meeting and proxy statement, and discussion and voting on any other business matters properly brought before the meeting.

Whether or not you plan to attend, you can ensure your shares are represented at the meeting by promptly submitting your proxy by telephone, by Internet or by completing, signing, dating and returning your proxy card in the enclosed envelope.

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NOTICE OF 2009 ANNUAL MEETING OF STOCKHOLDERS

9:00 a.m., May 13, 2009

Sheraton Richmond West

6624 West Broad Street

Richmond, Virginia 23230

April 6, 2009

To the Stockholders:

NOTICE IS HEREBY GIVEN that Genworth Financial, Inc.’s 2009 Annual Meeting of Stockholders will be held at the Sheraton Richmond West, 6624 West Broad Street, Richmond, Virginia 23230, on Wednesday, May 13, 2009, at 9:00 a.m. local time, to address all matters that may properly come before the Annual Meeting. In addition to receiving a report on our business operations, stockholders will vote on:

Stockholders of record at the close of business on March 20, 2009 will be entitled to vote at the meeting and any adjournments.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting

to Be Held on May 13, 2009

Genworth’s proxy statement and annual report to stockholders are available at http://bnymellon.mobular.net/bnymellon/gnw.

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CONTENTS

• To be voted on at the meeting

Every stockholder’s vote is important. Please complete, sign,

date and return your proxy card, or submit your

proxy by telephone or by Internet.

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ELECTION OF DIRECTORS

At the Annual Meeting, nine directors are to be elected to hold office until the 2010 Annual Meeting and until their successors have been elected and have qualified. The nine nominees for election at the Annual Meeting are listed on pages 6 to 8 with brief biographies. The Board of Directors has determined that eight of the nine nominees are independent directors under NYSE listing requirements and our Governance Principles, which are discussed below in the Corporate Governance section.

All of the nominees named below have been nominated by our Board of Directors to be elected by holders of our common stock. We are not aware of any reason why any nominee would be unable to serve as a director. If a nominee for election is unable to serve, the shares represented by all valid proxies will be voted for the election of any other person that our Board of Directors may nominate as a substitute.

Our Governance Principles state that directors generally will not be nominated for election to our Board of Directors after their 73rd birthday, although the Board may nominate candidates over 73 for special circumstances. In light of current market conditions, the Board of Directors believes that special circumstances exist to nominate Mr. Borelli for election to the Board after his 73rd birthday. Mr. Borelli is an audit committee financial expert, as defined by SEC rules. Because of Mr. Borelli’s financial expertise and the benefits of continuity during this time period, the Board believes that retaining Mr. Borelli on the Board of Directors is in the best interest of our stockholders, and has nominated Mr. Borelli for the election of directors to hold office until the 2010 Annual Meeting and until his successor has been elected and qualified.

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THE BOARD OF DIRECTORS RECOMMENDS THAT HOLDERS OF OUR CLASS A COMMON STOCK VOTE FOR THE ELECTION OF MR. BORELLI, MR. FRAIZER, MS. KARCH, MR. KERREY, DR. LAVIZZO-MOUREY, MR. PARKE, MR. RIEPE, MR. TOAN AND MR. WHEELER.

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CORPORATE GOVERNANCE

Governance Principles

Our Governance Principles, which include guidelines for determining director independence and reporting concerns to non-management directors and the Audit Committee, are included in Appendix A to this proxy statement. All of our corporate governance materials, including the Governance Principles, the charters adopted by the Board for each of our standing committees and any key practices adopted by the committees, are published on Genworth’s website. To view these materials, go to www.genworth.com, click “Investors” and then click “Corporate Governance.” We also will provide a copy of these materials in print to any stockholder who requests it. The Board regularly reviews corporate governance developments and may modify these principles, charters and key practices as warranted. Any modifications will be reflected in the documents on Genworth’s website.

The Board held 16 meetings during 2008. During 2008, each of our directors attended more than 75% of the aggregate of (1) the total number of meetings of the Board of Directors (held during the period for which he or she has been a director), and (2) the total number of meetings held by all committees of the Board on which he or she served (during the periods that he or she served). As set forth in the Governance Principles, directors are expected to attend the Annual Meeting. All of our directors serving at the time of our 2008 Annual Meeting of Stockholders attended the meeting.

Lead Director

In February 2009, the independent members of the Board created the position of Lead Director and appointed Mr. Riepe to serve in this role. As more fully set forth in our Governance Principles, included in Appendix A to this proxy statement and on our website (to view, go to www.genworth.com, click “Investors,” then click “Corporate Governance,” then click “Governance Principles” and finally click “Governance Principles” one more time), the Lead Director’s responsibilities and authority include:

Director Independence

Our Board currently consists of nine directors, eight of whom are independent (as defined by our Governance Principles and NYSE listing standards) and one of whom is our President and Chief Executive Officer. For a director to be independent, the Board must determine that the director does not have any direct or indirect material relationship with Genworth. The Board has established guidelines to assist it in determining director independence, which conform to, or are more exacting than, the independence requirements of the NYSE. The independence guidelines are set forth in Section 4 of our Governance Principles, which are included in Appendix A to this proxy statement. In addition to applying these guidelines, the Board will consider all relevant facts and circumstances in making an independence determination. The Board has determined that

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Mr. Borelli, Ms. Karch, Mr. Kerrey, Dr. Lavizzo-Mourey, Mr. Parke, Mr. Riepe, Mr. Toan and Mr. Wheeler satisfy the NYSE’s independence requirements and Genworth’s independence guidelines. The Board also previously determined that Saiyid T. Naqvi, who resigned from our Board effective February 12, 2009, satisfied the NYSE’s independence requirements and Genworth’s independence guidelines. Mr. Naqvi’s resignation followed a change in his principal job responsibilities and was submitted to and accepted by the Board in accordance with our Governance Principles.

In addition to the independence guidelines discussed above, members of the Audit Committee also must satisfy additional independence requirements established by the SEC and the NYSE. Specifically, they may not accept, directly or indirectly, any consulting, advisory or other compensatory fee from Genworth or any of its subsidiaries other than their directors’ compensation and they may not be affiliated with Genworth or any of its subsidiaries. The Board has determined that all the members of the Audit Committee satisfy the relevant SEC and NYSE independence requirements.

Code of Business Conduct and Ethics

All of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, must act ethically at all times and in accordance with the policies comprising our code of business conduct and ethics set forth in our Code of Ethics. If an actual or potential conflict of interest arises for a director, the director shall promptly inform the Chief Executive Officer. Our Code of Ethics is published in the corporate governance section of our website. To view our Code of Ethics, go to www.genworth.com, click “Investors,” then click “Corporate Governance,” then click “Code of Business Conduct & Ethics” and finally click “Genworth Code of Ethics.” We also will provide a printed copy of our Code of Ethics to any stockholder who requests it. Section 11 of our Governance Principles, which are included in Appendix A to this proxy statement, more fully addresses our Code of Ethics. Under our Governance Principles, the Board will not permit any waiver of any ethics policy for any director or executive officer. Within the time period required by the SEC and the NYSE, we will post on our website any amendment to our Code of Ethics.

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BOARD OF DIRECTORS AND COMMITTEES

Board Composition

Subject to the rights of the holders of any outstanding series of our preferred stock, our certificate of incorporation provides that the number of authorized directors of our company will be fixed from time to time by a resolution adopted by our Board of Directors, but will not be less than one nor more than 15. Our Board of Directors adopted a resolution in February 2009, upon the recommendation of the Nominating and Corporate Governance Committee, setting the size of the Board of Directors at nine members. Working through its Nominating and Corporate Governance Committee, our Board of Directors continues to evaluate the optimal size for the Board and may consider the addition of one or more independent directors to the Board.

Each director elected by the holders of our common stock will serve until the earlier of his or her death, resignation, disqualification, removal or until his or her successor is elected and qualified. The holders of common stock do not have cumulative voting rights in the election of directors.

Our Governance Principles provide that directors who serve as chief executive officers or in equivalent positions for other public companies should not serve on more than two other boards of public companies in addition to the Genworth Board. Other directors should not serve on more than four other boards of public companies in addition to the Genworth Board.

Board Committees

The four standing committees of the Board are the Audit Committee, the Management Development and Compensation Committee (the “Compensation Committee”), the Nominating and Corporate Governance Committee (the “Nominating Committee”) and the Legal and Public Affairs Committee. These committees are described below. The Board has established written charters for each of its four standing committees. Our Board of Directors may also establish various other committees to assist it in its responsibilities.

The table below shows the current Board committee memberships and the number of meetings each committee held in 2008.

* Non-Independent Director

+ Lead Director

C = Committee Chairperson

X = Committee Member

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Audit Committee

The Audit Committee consists solely of “independent” directors as defined under the applicable rules of the NYSE and the SEC. In addition, the Board has determined that two of the Audit Committee’s current members, Frank J. Borelli and James S. Riepe, are “audit committee financial experts,” as defined by SEC rules.

As more fully set forth in its charter, which can be found in the corporate governance section of our website (to view, go to www.genworth.com, click “Investors,” then click “Corporate Governance,” then click “Audit Committee” and finally click “Charter”), the Audit Committee is concerned primarily with the accuracy and effectiveness of the audits of our financial statements. The Audit Committee’s duties include:

The Audit Committee has determined that in view of the increased demands and responsibilities of the committee, its members generally should not serve on more than two additional audit committees of other public companies. The Audit Committee’s report appears on page 54 of this proxy statement.

Management Development and Compensation Committee

The Compensation Committee consists solely of “independent” directors under the applicable rules of the NYSE. As more fully set forth in its charter, which can be found in the corporate governance section of our website (to view, go to www.genworth.com, click “Investors,” then click “Corporate Governance,” then click “Management Development and Compensation Committee” and finally click “Charter”), the Compensation Committee has two primary responsibilities:

Under its charter, the Compensation Committee has authority to delegate any of its responsibilities to subcommittees as the Compensation Committee may deem appropriate in its sole discretion. The Compensation Committee’s report appears on page 30 of this proxy statement. Additional information regarding the Compensation Committee’s processes and procedures for consideration of executive compensation is provided in the Compensation Discussion and Analysis below.

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Nominating and Corporate Governance Committee

The Nominating Committee consists solely of “independent” directors under the applicable rules of the NYSE. As more fully set forth in its charter, which can be found in the corporate governance section of our website (to view, go to www.genworth.com, click “Investors,” then click “Corporate Governance,” then click “Nominating and Corporate Governance Committee” and finally click “Charter”), the Nominating Committee’s responsibilities include:

The Nominating Committee makes recommendations to our Board of Directors of candidates for election to our Board, and our Board of Directors makes recommendations to our stockholders. This committee will consider all stockholder recommendations for candidates for the Board, which should be sent to the Nominating and Corporate Governance Committee, c/o Leon E. Roday, Secretary, Genworth Financial, Inc., 6620 West Broad Street, Building #1, Richmond, Virginia 23230.

The Nominating Committee believes all director nominees should meet certain qualifications and possess certain qualities or skills that, when considered in light of the qualities and skills of the other director nominees, assist the Board in overseeing the company’s operations and developing and pursuing its strategic objectives. The Nominating Committee believes each director nominee should at a minimum:

The qualifications, specific qualities and skills required for directors are further set forth in Section 3 of Genworth’s Governance Principles, which are included as Appendix A to this proxy statement.

In addition to considering candidates suggested by stockholders, the Nominating Committee considers potential candidates recommended by current directors, company officers, employees and others. We have also engaged an outside search firm to assist us in identifying and evaluating potential director candidates. The Nominating Committee considers all potential candidates regardless of the source of the recommendation. The committee’s review is typically based on any written materials provided with respect to the candidate. The Nominating Committee determines whether the candidate meets our general qualifications and specific qualities and skills for directors and whether requesting additional information or an interview is appropriate.

Legal and Public Affairs Committee

The principal purpose of the Legal and Public Affairs Committee is to assist the Board in its oversight responsibilities relating to Genworth practices and positions on corporate citizenship, consumer policies, including sales compliance, and legislative issues that affect us, our stockholders, employees and customers. The Legal and Public Affairs Committee has a written charter, which can be found in the corporate governance section of our website (to view, go to www.genworth.com, click “Investors,” then click “Corporate Governance,” then click “Legal and Public Affairs Committee” and finally click “Charter”).

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Compensation of Directors

The Nominating Committee has the responsibility for reviewing and recommending to the Board compensation and benefits for “non-management directors.” Non-management directors are those directors who are not executive officers of Genworth or its affiliates. Accordingly, all directors, other than Mr. Fraizer, are regarded as non-management directors. Mr. Frazier does not receive any compensation for serving as a director.

Pursuant to its charter, the Nominating Committee conducts an annual review of non-management director compensation and benefits and recommends any changes to the Board of Directors for the Board’s consideration. As part of this review in 2008, the Nominating Committee engaged Steven Hall & Partners, LLC to provide competitive market data and advice regarding outside director compensation. The Nominating Committee determined not to recommend to the Board any changes to the amount of compensation paid to our non-management directors in 2008.

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The following table sets forth information concerning compensation paid or accrued by us in 2008 to our directors. As described in further detail in footnotes 3 and 4 below, amounts in both the “Stock Awards” column and the “All Other Compensation” column include negative amounts that reflect a reversal in 2008 of stock-based compensation expense associated with DSUs and recognized by the company in prior years. This reversal is required under accounting rules applicable to “liability awards” as a result of the decline in the price of the company’s common stock in 2008.

2008 Director Compensation Table

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Director Stock Ownership Policy

To help promote the alignment of the personal interests of the company’s directors with the interests of our stockholders, we have established a stock ownership policy for all non-management directors. Each non-management director is expected to hold at least $300,000 worth of Genworth common stock and/or DSUs while serving as a director of Genworth. Previously, each non-management director had five years from the date he or she became a non-management director to attain this ownership threshold. Due to the decline in the price of the company’s common stock in 2008, our Board of Directors determined to revise this policy. Currently, each non-management director has seven years from the date he or she becomes a non-management director to attain this ownership threshold.

The following table shows the stock ownership as of March 20, 2009 of our non-management directors, the percentage of the ownership threshold that they have reached, and the portion of the seven-year period that has elapsed in which the non-management director must attain enough stock to satisfy his or her ownership guideline. The value of each non-management director’s stock ownership is based on our stock price as of March 20, 2009.

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Meetings of Non-Management and Independent Directors

Our Governance Principles provide that the non-management directors will meet without management present at each regularly scheduled Board meeting. Michael D. Fraizer, our President and Chief Executive Officer, is currently the only employee of the company who serves on our Board. In addition, our Governance Principles provide that the independent directors on our Board (whose independence is determined in accordance with the NYSE listing standards and our Governance Principles) will separately meet at least one time each year without the presence of non-independent directors. The directors have determined that the Lead Director, currently Mr. Riepe, will preside at the meetings of the non-management directors and the independent directors. The non-management and independent directors may meet without management present at such other times as determined by the Lead Director or at the request of the non-management or independent directors.

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INFORMATION RELATING TO DIRECTORS, DIRECTOR NOMINEES, EXECUTIVE OFFICERS AND SIGNIFICANT STOCKHOLDERS

Ownership of Common Stock

The following table sets forth information as of March 20, 2009, regarding the beneficial ownership of our common stock by:

Beneficial ownership is determined in accordance with the rules of the SEC. Except as indicated in the footnotes to the table, directors and executive officers possess sole voting and investment power with respect to all shares set forth by their name. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock issuable upon the exercise of stock options or conversion of other securities held by that person that are currently exercisable or convertible, or are exercisable or convertible within 60 days of March 20, 2009 are deemed to be issued and outstanding. These shares, however, are not deemed outstanding for purposes of computing percentage ownership of each other stockholder. The table does not reflect any shares of common stock issuable upon the exercise of stock appreciation rights that are currently exercisable or will become exercisable within 60 days of March 20, 2009, because the base price of all outstanding stock appreciation rights was higher than the closing price of our common stock on March 20, 2009. As of March 20, 2009, there were 433,179,662 shares of common stock outstanding and no shares of any other class of voting securities outstanding.

The address of each director and executive officer listed below is c/o Genworth Financial, Inc., 6620 West Broad Street, Richmond, Virginia 23230.

* Less than 1%.

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EQUITY COMPENSATION PLANS

The following table gives information as of December 31, 2008 about the common stock that may be issued under all of our existing equity compensation plans.

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COMPENSATION DISCUSSION AND ANALYSIS

This section provides an overview and analysis of our compensation programs and policies, including the material compensation decisions made under the programs with respect to the following executive officers, whom we refer to as our “named executive officers”:

Principles Underlying Our Compensation Programs

Our objective in compensating executives is to attract, retain and motivate employees of superior ability who are dedicated to the long-term interests of our stockholders. With this objective in mind, we design and administer our executive compensation programs using the following guiding principles:

These principles guide our compensation program design and individual compensation decisions, with their application in the aggregate intended to drive long-term stockholder value. See Our Decision Making Process section below for more information about the key factors in administering our compensation program.

Executive Summary

The U.S. housing market decline, the dramatic deterioration of the global financial markets and the general economic recession had a significant impact on the company’s financial performance in 2008, and, therefore, on our compensation programs. Reduced compensation payable to our named executive officers as a result of our 2008 financial performance reflects our “pay for performance” philosophy. Looking ahead, and more broadly, market conditions and loss of equity incentive values create new challenges for the company to incent, reward and retain executives. In response to this volatile economic environment, and to support our objective of aligning executive incentives with the long-term interests of our stockholders, we highlight below certain actions and developments in 2008 and early 2009, related to our executive compensation programs.

2008 Key Developments and Decisions

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2009 Key Developments and Decisions

The company’s named executive officers will not be eligible to participate in the equity exchange program. However, the Compensation Committee will continue to evaluate alternatives in 2009 to re-establish meaningful long-term equity incentives for the named executive officers. Details of the equity exchange proposal, and further rationale, are submitted for stockholder approval under the Approval of an Amendment to the 2004 Genworth Financial, Inc. Omnibus Incentive Plan to Permit an Equity Exchange Program section in this proxy statement.

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Therefore, the Compensation Committee will rely on its discretionary judgment of performance against certain strategic objectives, including key financial criteria, for the 2009 annual incentive awards to the company’s named executive officers. Additionally, target and maximum payout opportunities for named executive officers in 2009 will be reduced. This approach for 2009 annual incentives addresses the market environment and provides flexibility for the Compensation Committee to evaluate performance on the basis of accomplishments viewed as being in the best long-term interests of stockholders.

Annual Compensation Program

Our compensation program for executive officers consists of four key elements: base salary, annual incentive, a multi-year performance incentive (the “mid-term incentive”) and annual equity grants (the “long-term incentive”). Additionally, we provide a select set of benefits to our executive officers to ensure competitive compensation and benefits consistent with the marketplace and our guiding principles. Below is a summary assessment and actions taken with respect to our annual compensation program for 2008.

Base Salary

Base salaries are generally intended to reflect the scope of an executive officer’s responsibilities and level of experience, reward sustained performance over time, and be market-competitive. In March 2008, the Compensation Committee approved, upon the recommendation of our CEO, base salary adjustments for three named executive officers. Mr. Kelleher was awarded an increase of 12.5% in recognition of his sustained performance and increased responsibilities since joining the company as the CFO in early 2007, and Mr. Roday and Ms. Schutz were awarded increases of 3.6% and 4%, respectively, in recognition of their individual performance, market competitiveness and changes in job scope over time.

Annual Incentive

Annual incentives are typically paid in February for the prior year’s performance based on (i) company performance against one-year operating objectives, and (ii) discretionary judgment about individual executive officer performance against their objectives. Executive officers each have a target annual incentive established at the beginning of the year, expressed as a percentage of base salary. The discretion built into our annual incentive

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program enables us to balance quantitative measures with judgment about strategic and qualitative performance when rewarding our executive officers.

For 2008, the target annual incentive opportunities for the named executive officers ranged from 100% to 200% of base salary. The “target” annual incentive for each named executive officer represents what he or she should expect as a payment if the company meets its operating objectives, and if the individual executive officer meets satisfactory levels of individual performance for the plan year. A “threshold” level of company performance must be achieved to fund the first 50% of annual incentive payments, and the “maximum” awards for company and individual performance significantly above target objectives could be 150% of each named executive officer’s target award amount.

For 2008, the two metrics used to fund annual incentives for the named executive officers were Net Operating Income¹ and Operating Return on Equity (“Operating ROE”),² each adjusted for foreign currency fluctuations. The target performance level for Net Operating Income was $1.29 billion and the target performance level for Operating ROE was 9.8%. In 2008, company performance fell below the threshold amounts established for both metrics. Therefore, no annual incentive was paid to named executive officers in relation to the above metrics.

However, as noted above, the Compensation Committee exercised its discretion to award incentive payments to two of the named executive officers for their leadership and responsiveness to challenges in 2008. The Compensation Committee approved an award to Mr. Kelleher for his leadership in strategic planning, responsiveness to the shifting market environment, capital and liquidity management and external constituent communications. Also, the Compensation Committee approved an award to Mr. Roday for his leadership activities across government, regulatory and trade group relations during 2008. These award amounts are reflected in the Summary Compensation Table under the “Bonus” column.

2007-2009 Performance Incentive (Mid-Term Incentive)

In March 2007, the Compensation Committee approved the 2007-2009 mid-term incentive denominated in PSUs. The PSUs vest and convert to shares of common stock of the company at the end of the three-year performance period, based on the company’s achievement of performance goals relating to (i) average annual Diluted Net Operating EPS³ growth, and (ii) average annual Operating ROE growth. Each metric is equally weighted and has a threshold, target and maximum performance goal. The performance targets were established based on three years of performance needed to achieve the company’s multi-year operating plan. When established, the Compensation Committee believed the target levels of performance for both metrics were achievable, yet challenging. The Diluted Net Operating EPS goals represent double-digit percentage growth rates and the Operating ROE goals represent significant improvement over the three-year performance period.

Target awards for the 2007-2009 mid-term incentives were approximately 4.5-times the value of base salary for our CEO, 2.5-times the value of base salaries for our Executive Vice Presidents and CFO and 1-times the value of base salaries for our other executive officers. The value of each award was estimated based on stock price levels at the time of the award in March 2007. The target number of PSUs vest with company performance at target levels for both metrics. A participant may earn up to 200% of his or her target number of PSUs (or, in

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the case of the CEO, up to 150% of his target number of PSUs) for performance at or exceeding the maximum performance goals for both metrics. Following the performance period any PSUs that vest will be subject to a nine-month holding period (net of shares used to cover taxes) and any unvested PSUs will be cancelled.

All PSUs will be forfeited if company performance falls below the threshold performance goals for both metrics, which is expected at this time due to the first two years of performance under the plan. Therefore, a negative compensation amount for 2008 is included in the amounts reported under the “Stock Awards” column in the Summary Compensation Table, representing the reversal of stock-based compensation expense previously recorded as compensation for each named executive officer in 2007.

Equity Grants (Long-Term Incentive)

Our annual equity grants to executive officers generally consist of a combination of SARs and RSUs. Use of these two equity awards creates a balance among:

Since 2006, our annual equity grant has been 100% SARs for the CEO and a combination of SARs and RSUs for our other executive officers. The 2008 annual equity grant, approved by the Compensation Committee in February 2008, was delivered approximately 80% in SARs and 20% in RSUs for our two Executive Vice Presidents and approximately 70% in SARs and 30% in RSUs for our remaining named executive officers. The different leverage of SARs compared to RSUs for our named executive officers is consistent with our principle of aligning proportions of pay at risk with an executive’s impact on company performance.

All SARs granted from 2005 through 2008 vest 20% per year, beginning on the first anniversary of the grant date, and all RSUs granted from 2005 through 2008 vest 50% on the third and fifth anniversaries of the grant date. Beginning with awards granted in 2009, the Compensation Committee has determined that SARs and RSUs granted to its executive officers will vest one-third per year beginning on the first anniversary of the grant date. The special award of SARs granted to executive officers at the time of our IPO (see description of our Founders Grant in the Executive Compensation section below) vested 25% per year, beginning on the second anniversary of the grant date, to provide additional retention incentives at that time. Awards are generally forfeited upon termination of employment with the company, except for limited instances described in the Potential Payments Upon Termination or Change of Control section below.

Beginning in February 2008, the company shifted the timing of our annual equity grants under our long-term incentive program to occur in February of each year. This synchronized the timing of long-term with other annual incentive award approvals by the Compensation Committee.

Our Decision-Making Process

Role of the Compensation Committee

The Compensation Committee seeks a collaborative relationship with management, and currently uses an independent third-party compensation consultant, to provide for a more informed decision-making process and objective perspective in this important governance matter. The Compensation Committee regularly meets in executive session and retains the final authority to approve all compensation policies, programs and amounts paid to our executive officers.

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Role of Management and Compensation Consultant

Our CEO and Senior Vice President—Human Resources regularly attend meetings of the Compensation Committee to provide analysis, details and recommendations regarding the company’s executive compensation programs and plan design. This includes analysis of incentive program alignment with business strategy, as well as context for understanding financial results and competitiveness when the Compensation Committee evaluates business performance. The CEO is also expected to provide the Compensation Committee with performance assessments and compensation recommendations in his role as a manager for individual executive officers (other than himself).

In 2007, the Compensation Committee’s former consultant joined Hewitt Associates (“Hewitt”), a firm already utilized by Genworth’s management to administer company benefit plans as well as provide management with compensation data, analysis and market practice research in preparation for discussions with the Compensation Committee. For a portion of 2008, the Compensation Committee continued to utilize such consultant while searching for a new independent consultant.

In September 2008, the Compensation Committee retained Steven Hall & Partners, LLC, an independent compensation consultant, to assist in reviewing and analyzing compensation data for Genworth’s senior executives. The Compensation Committee occasionally requests special studies, assessment of market trends and education regarding changing laws and regulations from its compensation consultant to assist the Compensation Committee in its decision-making processes. The compensation consultant does not determine the amount or form of compensation for our senior executives.

The company continues to utilize Hewitt to administer benefit plans as well as provide management with compensation data, analysis and market practice research in preparation for discussions with the Compensation Committee.

Evaluating Market Competitiveness

We evaluate market competitiveness of our programs as an input into the process of setting target compensation levels for executive officers. We review each component of compensation for our executive officers separately and in the aggregate, and consider the internal relationships among the executive officers to determine whether the differences are appropriate. With respect to individual executive officers, we compare the total target annual compensation opportunities for our executive officers to target opportunities for similar positions at comparable companies. These benchmarks are a gauge for evaluating market competitiveness, but do not weigh any greater than other key factors when making compensation decisions. For example, individual executive officers may have higher or lower target compensation levels compared to market medians based on level of responsibility, individual experience and skills, performance trends, competitive dynamics, retention needs and internal equity considerations.

For 2008, the Compensation Committee utilized the list of 18 companies below to assist in its evaluation of competitive compensation programs. This peer group was analyzed using publicly available information and was calibrated against other market compensation survey information described below to provide a broad perspective of market practice. While no individual company matches our lines of business precisely, the peer group listed below was intended to represent, in the aggregate, companies with whom we compete for talent and/or that operate in similar business sectors as we do:

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We also regularly evaluate market competitiveness by purchasing compensation surveys. The companies included in these market surveys are not individually identifiable for a particular executive position (and therefore we are not benchmarking against any particular company), and also may change from year-to-year based on voluntary participation in the market surveys we use, mergers and divestitures, or changes in corporate structure. Due to the volume of corporate changes taking place in the current economic environment, the Compensation Committee will reassess its benchmark groupings in 2009.

Tax and Accounting Considerations

We consider accounting and tax implications when designing our executive compensation and incentive programs. For example, we utilize stock-settled SARs in our long-term equity grants to executive officers because they deliver the same economic value to the executive as stock options, but with less dilution for our stockholders. Additionally, it is our intent to maximize the deductibility of executive compensation while retaining discretion to compensate executives in a manner commensurate with performance and the competitive landscape for executive talent. Other than base salary, we have structured the main elements of our annual compensation program for executive officers, including annual incentives, the mid-term incentive and long-term equity grants, to each qualify as performance-based compensation that is fully deductible by the company. However, the limited discretionary bonuses paid to the named executive officers for 2008 do not qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code (the “Code”), and therefore may not be fully deductible.

Our Other Compensation and Benefits Programs

Retirement Benefits

Retirement benefits also fulfill an important role within our overall executive compensation programs because they provide a competitive financial security component that promotes retention. We believe that our retirement benefits, including the mix and amount of elements, are comparable to programs offered by comparative companies and, as a result, help ensure that our total executive compensation program remains competitive.

We maintain the Genworth Financial, Inc. Retirement and Savings Plan (the “Retirement and Savings Plan”), a tax-qualified, defined contribution plan in which a substantial majority of our U.S. employees, including our named executive officers, are eligible to participate. In addition, we offer the following non-qualified retirement and deferred compensation plans that are available to our named executive officers:

Each of the above non-qualified retirement plans is described in more detail in the Pension Benefits and Non-Qualified Deferred Compensation sections below.

Other Benefits and Perquisites

We also provide executive officers with an individually owned universal life insurance policy (the “Leadership Life Program”) available to all of our U.S. based executives, an enhanced company-owned life insurance program (the “Executive Life Program”) and a limited number of perquisites intended to keep executive officers healthy and focused on company business with minimal distraction. The perquisites provided to executive officers are the opportunity to receive financial planning services, a tax gross-up on those financial planning services (discontinued after 2008), annual physical examinations and a company-provided car for some executive officers. In addition, our executive officers are permitted, subject to certain annual limits, to use a

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fractionally owned company aircraft for incremental personal travel while otherwise traveling on company-related business, or for travel in the event of a family emergency. Our CEO is permitted to use our booking agent to arrange for personal chartered flights, but the CEO will pay the cost of such personal chartered flights. The aggregate incremental cost of such personal use of corporate-owned aircraft is limited to $50,000 for any individual executive officer, and to $250,000 for all executive officers collectively, each within a year. The total amount for all executive officers as a group was less than $6,000 in 2008.

We regularly review the benefits and perquisites provided to our executive officers to ensure that our programs align with our overall principles of providing competitive compensation and benefits that maximize the interests of our stockholders. As such, for 2009 we have eliminated the tax gross-up on executive financial counseling services. Previously we also determined that participants added to the Executive Life Program after January 1, 2007 are not eligible for continued coverage after retirement from the company, and we limited company-provided car eligibility so that each of our named executive officers will not be eligible for renewal of a company-provided car when their individual leases expire. As of March 20, 2009, none of our named executive officers had a company-provided car.

Termination and Change of Control Benefits

We typically do not have individual employment agreements with our named executive officers that provide for specific severance benefits upon a termination of employment. Generally, an executive will only receive compensation and benefits for which he or she has already vested prior to termination of employment, and will forfeit any unearned annual incentive, mid-term incentive or outstanding equity awards at that time. We do include provisions in some of our programs that provide for benefits in the event of an involuntary termination, such as death, total disability or sale of a business unit to a successor employer. Any amounts payable to executive officers in those limited circumstances are described in more detail in the Potential Payments Upon Termination or Change of Control section below.

Further, we have approved the Transition Incentives for Mr. Kelleher and Mr. Roday that will entitle each executive to receive a payment in the amount of $500,000 and $570,000, respectively. The Transition Incentives are payable in November 2009 based on continued satisfactory performance and leadership, but will pay out earlier upon a termination of employment without cause or due to a job elimination, death or total disability.

We also maintain the 2005 Genworth Financial, Inc. Change of Control Plan (the “Change of Control Plan”), which provides severance benefits to a select group of key executives, including our named executive officers, in the event that the executive’s employment is terminated without cause or by the executive for good reason within two years following a change of control of the company (“Qualified Termination”).

The Change of Control Plan allows us to balance the potential benefits under the plan with the costs arising from fear of job loss and other distractions to the key leaders that may result from potential, rumored or actual changes of control of the company. Potential benefits under the Change of Control Plan are separated into two “tiers” of participation, with each of the named executive officers participating in the highest tier. All benefits under the Change of Control Plan are “double-trigger” benefits, meaning that no compensation will be paid to participants solely upon the occurrence of a change of control. We believe that this structure is appropriate for employees whose jobs are in fact terminated in such a transaction, without providing a windfall to those who continue employment following the transaction.

The Compensation Committee will annually review the provisions and participants of the Change of Control Plan to monitor competitiveness and appropriate levels of benefits to meet the plan objectives. In 2008, there were no changes made to the provisions of the Change of Control Plan.

The potential payments upon a Qualified Termination for each of our named executive officers are described more fully in the Potential Payments Upon Termination or Change of Control section below.

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Stock Ownership Guidelines

Effective March 20, 2007, the Compensation Committee updated the company’s stock ownership guidelines for the amount of common stock that must be held by the company’s executive officers. The ownership multiple is used to determine a target number of shares by multiplying the executive officer’s annual base salary by the applicable multiple shown below, and dividing the result by the average closing price of the company’s common stock during the 12 months immediately preceding the date upon which the executive officer became subject to these stock ownership guidelines. Each executive officer must attain ownership of the required stock ownership level before March 31, 2010 (or, if later, within three years of becoming an executive officer) and maintain ownership of at least such amount of the company’s common stock while they hold office or until the Compensation Committee re-establishes the ownership multiple, whichever comes first.

In the event that an executive officer fails to reach a required level of stock ownership during the three-year period above, the company may require annual incentive payments to the executive officer to be paid in common stock until the applicable required level of stock ownership is obtained. In order to meet this stock ownership requirement, an executive officer may count all shares of common stock owned by the executive officer, including common stock held in the company’s 401(k) plan and any outstanding RSUs, but excluding any RSUs that vest upon retirement.

The following table shows the value of common stock held by each of the actively serving named executive officers as of March 20, 2009 relative to the stock ownership guideline:

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REPORT OF THE MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE

The Management Development and Compensation Committee of the Board of Directors oversees the compensation program of Genworth Financial, Inc. on behalf of the Board. In fulfilling its oversight responsibilities, the committee reviewed and discussed with management the above Compensation Discussion and Analysis included in this proxy statement.

In reliance on the review and discussion referred to above, the Management Development and Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Genworth’s annual report on Form 10-K for the fiscal year ended December 31, 2008, and its proxy statement on Schedule 14A to be filed in connection with the company’s 2009 annual meeting of stockholders, each of which has been or will be filed with the Securities and Exchange Commission.

This report shall not be deemed to be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such acts. This report is provided by the following independent directors, who constitute the committee:

James S. Riepe, Chair

Nancy J. Karch

Thomas B. Wheeler

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EXECUTIVE COMPENSATION

The following tables and narratives provide information relating to compensation earned or paid to our named executive officers for 2008, including equity awards and holdings, balances of pension and deferred compensation plans, as well as potential payments upon various termination scenarios.

In May 2004, our company went through an IPO. In order to provide a clearer representation of compensation elements related to events prior to and following that time, we have provided supplemental information for the stock and option expense reported in the Summary Compensation Table, the amounts of stock and option awards in the Outstanding Equity Awards at 2008 Fiscal Year-End Table and the values reported in the 2008 Options Exercised and Stock Vested Table. For each of these tables, data are separated into the following three categories:

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Summary Compensation Table

The awards for which expense is shown in this table include awards granted in 2008 and described in the 2008 Grants of Plan Based Awards Table below, as well as other Company Awards, Conversion Awards and our one-time Founders Grant (each as defined above) for which we continued to recognize expense in 2008. The assumptions used in determining the grant date fair values for awards granted in 2006 through

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2008 are set forth in the notes to our consolidated financial statements, which are included in our Annual Report on Form 10-K for 2008 filed with the SEC. For awards granted prior to 2006, please refer to our Annual Report on Form 10-K for 2005.

The following table shows how much of the 2008 compensation amounts shown in the “Stock Awards” and “Option Awards” columns relate to Conversion Awards, the Founders Grant and Company Awards.

2008 Stock and Option Awards—Supplemental Information to the Summary Compensation Table

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2008 All Other Compensation—Details

Company Car: Amount represents the total direct costs we paid for a company car, reduced by the value of any business use of the vehicle. In 2007, the company decided to cease the company car benefit for executive officers effective upon the termination of the existing leases.

Personal Use of Aircraft: Includes our incremental cost for any personal use of fractionally owned aircraft. The incremental cost of fractionally owned aircraft includes any direct operating costs attributable to the personal travel, plus our cost of any tax deduction disallowance due to the personal use. Direct operating costs would include: occupied hourly charge, fuel surcharge, federal excise tax, landing, hangar and other airport fees, customs/immigration fees, ground transportation fees, passenger fees and any flight-specific insurance costs. In light of the fact that the fractionally owned aircraft is used primarily for business travel, incremental costs would exclude the following fixed costs: monthly management fees, non-flight-specific insurance costs and purchase costs/depreciation.

For a further discussion of perquisites provided to the named executive officers, see the discussion in the Compensation Discussion and Analysis above.

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Grants of Plan-Based Awards

The Grants of Plan Based Awards Table provides information on the following plan-based awards that were made in 2008:

2008 Grants of Plan-Based Awards Table

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Outstanding Equity Awards at 2008 Fiscal Year-End Table

The table below provides information with respect to stock options, SARs, RSUs and PSUs outstanding on December 31, 2008.