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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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		NOTICE OF 2010 ANNUAL MEETING AND PROXY STATEMENT

Genworth Financial, Inc.

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		6620 West Broad Street     Richmond, Virginia 23230

April 1, 2010

Dear Stockholder,

You are invited to attend the 2010 Annual Meeting of Stockholders to be held at 9:00 a.m. local time on Wednesday, May 12, 2010, 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 2010 ANNUAL MEETING OF STOCKHOLDERS

9:00 a.m., May 12, 2010

Sheraton Richmond West

6624 West Broad Street

Richmond, Virginia 23230

April 1, 2010

To the Stockholders:

NOTICE IS HEREBY GIVEN that Genworth Financial, Inc.’s 2010 Annual Meeting of Stockholders will be held at the Sheraton Richmond West, 6624 West Broad Street, Richmond, Virginia 23230, on Wednesday, May 12, 2010, 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 19, 2010 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 12, 2010

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

Currently, 12 directors serve on our Board of Directors, the terms for whom all expire at the Annual Meeting. Two of our current directors, Frank J. Borelli and Thomas B. Wheeler, have reached or passed their 73^rd birthdays and, consistent with the terms of our Governance Principles regarding the retirement age for directors, will not stand for re-election at the Annual Meeting. In addition, Barrett A. Toan will not stand for re-election at the Annual Meeting. Our Board of Directors adopted a resolution in March 2010, upon the recommendation of the Nominating and Corporate Governance Committee, setting the size of the Board of Directors at nine members, effective as of the Annual Meeting. Accordingly, at the Annual Meeting, nine directors are to be elected to hold office until the 2011 Annual Meeting and until their successors have been elected and have qualified. Working through its Nominating and Corporate Governance Committee, our Board of Directors continues to evaluate the optimal size for the Board and will continue to consider the addition of one or more independent directors to the Board.

The nine nominees for election at the Annual Meeting are listed on pages 8 to 12 with brief biographies and descriptions of their qualifications and skills to serve as our directors. See the Board of Directors—Board Composition section for a description of how our directors’ blend of backgrounds benefits our company. The Board of Directors has determined that eight of the nine nominees are independent directors under the New York Stock Exchange (“NYSE”) listing requirements and our Governance Principles, which are discussed below in the Corporate Governance section.

All of the nominees named in this proxy statement 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.

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THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF MR. ALESIO, MR. FRAIZER, MS. KARCH, MR. KERREY, DR. LAVIZZO-MOUREY, MS. MEAD, MR. MOLONEY, MR. PARKE AND MR. RIEPE.

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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 published on Genworth’s website, as are our other corporate governance materials, including the charters adopted by the Board for each of our standing committees and any key practices adopted by the committees. To view these materials, go to www.genworth.com, click “Investors” and then click “Corporate Governance.” 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 10 meetings during 2009. During 2009, 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 2009 Annual Meeting of Stockholders attended the meeting.

Board Leadership Structure

Our Board of Directors functions in a collaborative fashion that emphasizes active participation and leadership by all of its members. With respect to the role of Chairman, our Board believes that one of its most important responsibilities is determining which director is most appropriate to serve in that role. The Board has determined that, by virtue of his tenure with and extensive knowledge of the company, Mr. Fraizer is the appropriate choice to serve as Chairman of the Board at this time. The Board believes that the combination of Mr. Fraizer as both Chairman and Chief Executive Officer (“CEO”), together with the Lead Director selected by the independent directors, is currently the appropriate leadership structure for the company. The Chairman and the Lead Director provide leadership to the Board as a whole in setting its strategic priorities. In his position as CEO, Mr. Fraizer has primary responsibility for the day-to-day operations of the company and, accordingly, is able to effectively communicate the Board’s strategic findings and guidance to management. In his position as Lead Director, Mr. Riepe presides at all meetings of independent directors, is available to work with the Chairman to discuss stockholder inquiries regarding the Board and exercises the other responsibilities described below. At this time, Mr. Fraizer is the sole member of the Board that is not independent. With a supermajority of independent directors, a strong committee structure, a Lead Director with well-defined responsibilities, and the fact that the Chairman/CEO does not serve on any Board committees, Genworth’s Board of Directors is comfortable with its existing leadership structure. Our Board reviews its leadership structure from time to time as appropriate.

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, available 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:

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Role of Board in the Oversight of Risk

Our Board of Directors recognizes that, although risk management is primarily the responsibility of Genworth’s management, the Board plays a critical role in the oversight of risk. As a financial services company, the very nature of our business involves the underwriting, management and assumption of risks on behalf of our customers. The Board believes it is an important part of its responsibilities to oversee the company’s overall risk assessment processes and management thereof. The Board as a whole discusses with management specific business risks as part of its regular reviews of the individual business units and also on a company-wide basis as part of its strategic reviews. The Board also utilizes its committees to oversee specific risks and receives regular reports from the committees on the areas of risk for which they have oversight. The Audit Committee has responsibility for oversight of risks associated with financial accounting and reporting, including the system of internal control. This oversight includes reviewing and discussing with management the company’s risk assessment process and management policies with respect to the company’s major financial risk exposures, including investments, and the procedures utilized by management to identify and mitigate the exposure to such risks. The Management Development and Compensation Committee oversees the risks relating to compensation plans and programs, as well as management development and leadership succession in the company’s various business units. Our Nominating and Corporate Governance Committee is responsible for the oversight of risks relating to corporate governance. Our Legal and Public Affairs Committee oversees risks associated with litigation, legislative and regulatory changes and compliance policies and issues, as well as government relations and potential reputational risks. We believe that our risk oversight structure is also supported by our current Board leadership structure, with the Chairman of the Board and the Lead Director working together with our independent Audit Committee and our other standing committees.

Director Independence

Our Board currently consists of 12 directors, 11 of whom are independent (as defined by our Governance Principles and NYSE listing standards) and one of whom is our President and CEO. 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 available on our website. 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 Mr. Alesio, Ms. Karch, Mr. Kerrey, Dr. Lavizzo-Mourey, Ms. Mead, Mr. Moloney, Mr. Parke, and Mr. Riepe satisfy the NYSE’s independence requirements and Genworth’s independence guidelines. In addition, the Board has determined that the three other directors currently serving on the Board but who are not standing for re-election at the Annual Meeting—Mr. Borelli, Mr. Toan and Mr. Wheeler—also satisfy the NYSE’s independence guidelines and Genworth’s independence guidelines.

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

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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.” Section 11 of our Governance Principles, which are available on our website, 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.

BOARD OF DIRECTORS AND COMMITTEES

Board Composition

Our Board of Directors is composed of individuals with diverse experience at policy-making levels in business, government, education and technology in areas that are relevant to the company’s global activities. Each director was nominated on the basis of the unique set of qualifications and skills he or she brings to the Board, as well as how those qualifications and skills blend with those of the others on the Board as a whole. See the Election of Directors section for a description of each director nominee’s qualifications and skills.

As a group, apart from Mr. Fraizer, our board nominees include one former chief executive officer (Mr. Alesio), three former chief financial officers (Mr. Moloney, Ms. Mead and Mr. Parke), two directors with a background in insurance (Mr. Moloney and Ms. Mead), two with healthcare/medical and related policy experience (Mr. Kerrey and Dr. Lavizzo-Mourey), three with experience in mergers and acquisitions (Mr. Moloney, Ms. Mead and Mr. Parke), four with capital markets experience (Mr. Moloney, Ms. Mead, Mr. Parke, and Mr. Riepe) and two with consumer marketing experience (Ms. Karch and Mr. Riepe). The blend of our directors’ unique backgrounds ensures that issues facing the company are examined and addressed with the benefit of a broad array of perspectives and expertise.

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. As discussed above, our Board of Directors has set the size of the Board of Directors at nine members effective as of the Annual Meeting but continues to evaluate the optimal size for the Board and will continue to 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 next annual meeting of stockholders and until his or her successor is elected and qualified, or until the earlier of his or her death, resignation, disqualification or removal. 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 carrying out its responsibilities.

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The table below shows the current Board committee memberships and the number of meetings each committee held in 2009.

* Non-Independent Director

+ Lead Director

C = Committee Chair

X = Committee Member

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 all four of the Audit Committee’s current members, Messrs. Borelli, Moloney and Riepe and Ms. Mead, 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:

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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 56 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’s responsibilities include:

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 38 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.

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.

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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 Nominating Committee, as a matter of practice, takes diversity factors into account when considering potential director nominees. The company does not have a formal policy on Board diversity. The qualifications, qualities and skills required for directors are further set forth in Section 3 of Genworth’s Governance Principles, which are available on our website.

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 and determines whether potential candidates meet our qualifications, qualities and skills for directors. Where there is an interest in a particular candidate, the Nominating Committee’s review is multi-faceted and typically includes a review of written materials regarding the candidate, due diligence performed internally and externally, a review of a completed candidate questionnaire and one or more interviews with members of the Nominating Committee.

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 our practices and positions on corporate legal, regulatory and legislative issues, compliance and consumer policies and corporate citizenship initiatives that affect our stockholders, employees and customers. 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 “Legal and Public Affairs Committee” and finally click “Charter”), the Legal and Public Affairs Committee’s responsibilities include:

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

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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.

The company’s compensation and benefits for non-management directors are as follows:

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 its 2009 review, the Nominating Committee engaged Steven Hall & Partners, LLC to provide competitive market data and advice regarding outside director compensation. Based on this review, the Nominating Committee recommended to the Board, and the Board adopted, one change to the company’s compensation and benefits program as described above. Effective January 1, 2010, the amount of annual retainer paid to our non-management directors was increased to $190,000. All other features and amounts remain unchanged. This increase represents the first increase in the annual retainer since the company became a public company in May 2004 and reflects the Board’s desire to appropriately compensate directors for the increasing workload demands placed upon the directors, as well as to ensure competitiveness with the marketplace as the company seeks to continue to attract and retain qualified and able directors.

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The following table sets forth information concerning compensation paid or accrued by us in 2009 to our directors.

2009 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. 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 19, 2010 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 19, 2010.

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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 CEO, 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 Board has determined that all of our current non-management directors are also 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 Genworth Common Stock

The following table sets forth information as of March 19, 2010, 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 stock appreciation rights or upon the conversion of restricted stock units held by that person that are currently exercisable or convertible, or are exercisable or convertible within 60 days of March 19, 2010 are deemed to be issued and outstanding. These shares, however, are not deemed outstanding for purposes of computing percentage ownership of each other stockholder. As of March 19, 2010, there were 489,065,421 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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Ownership of Genworth Canada Common Shares

In July 2009, Genworth MI Canada Inc. (“Genworth Canada”), our indirect subsidiary, completed the initial public offering of its common shares. Following completion of Genworth Canada’s initial public offering, we beneficially own 57.5% of the common shares of Genworth Canada. The following table sets forth information as of March 19, 2010, regarding the beneficial ownership of the common shares of Genworth Canada by:

Beneficial ownership is determined in accordance with the rules of the SEC. Directors and executive officers possess sole voting and investment power with respect to all shares set forth by their name. As of March 19, 2010, there were 117,100,000 common shares of Genworth Canada outstanding and no shares of any other class of voting securities outstanding.

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EQUITY COMPENSATION PLANS

The following table gives information as of December 31, 2009 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, and are 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 company’s financial performance in 2009, and its relationship to our compensation programs, should be viewed relative to the broader economic realities we faced leading into the year. The U.S. housing market decline, the dramatic deterioration of the global financial markets and the general economic recession beginning in late 2007, had a significant impact on the company’s financial performance during the last two years and, therefore, on our compensation programs. Significant reductions in compensation payable to our named executive officers in 2007 and 2008 reflected our “pay for performance” principles, as losses in our U.S. Mortgage Insurance segment and investment portfolio impacted financial performance in those years. Specifically, we paid annual incentives to our named executives for 2007 that were below target levels, and we paid no annual incentive bonuses to our CEO and our segment leaders for 2008. In addition, financial results relative to our 2007-2009 mid-term incentive were below a threshold performance level and resulted in forfeiture of those awards. Lastly, vested and unvested stock options and stock appreciation rights (“SARs”) held by named executive officers were significantly underwater at the beginning of 2009.

While the challenging economic conditions continued in 2009, the focus of our compensation actions in 2009 was to re-establish meaningful short- and long-term incentives to support alignment of key leaders with our

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stockholders looking forward. We continued to manage our compensation programs and resources carefully, providing incentive opportunities to encourage management behavior that would result in improved earnings and, ultimately, stock price performance. Thus, our 2009 actions were intended to focus executives on strategic actions that would increase financial liquidity, strengthen our capital base and position the company to compete as global economic conditions stabilize and begin to recover.

Below is a summary of the key actions taken in 2009 and early 2010 related to compensation for our named executive officers:

2009 Key Developments and Decisions

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2010 Key Development and Decision

In order to facilitate the transition to rolling three-year cycles, the Compensation Committee approved a two-year (2010-2011) incentive for this initial period only, in addition to a regular three-year (2010- 2012) incentive. Each participant has a target award opportunity fixed at the beginning of the performance period, and the Compensation Committee reserves the right to determine whether to pay the award in cash or shares of company stock at the end of each performance period. For further information regarding the new mid-term incentive program, see the Mid-Term Incentive section below.

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 equity grants (“long-term incentives”). Additionally, we provide certain other benefits to our executive officers to ensure competitive compensation and benefits consistent with the marketplace and our guiding principles. Below is a summary and assessment of actions taken with respect to our annual compensation program for 2009.

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. No named executive officers had a change in base salary in 2009, as the uncertainty of competitive practices in the financial services and insurance industries, as well as the need to manage company resources, warranted a freeze of base salary levels for named executive officers.

Annual Incentive

Each named executive officer has an annual incentive target established at the beginning of the year, expressed as a percentage of base salary. The target annual incentive opportunities for the named executive officers typically range from 100% to 200% of base salary. However, the Compensation Committee determined that “meeting” expectations for 2009 would result in bonuses at about 75% of individual target levels (which are reported in the Grants of Plan-Based Awards table below), and that maximum annual incentives for 2009 would be 125% of an individual’s target, versus typical opportunities of up to 150%. These reduced payout expectations for 2009 annual incentives were consistent with the company’s reduced income expectations and our objective of continuing to manage our compensation programs and resources carefully during a challenging economic environment. This approach also provided meaningful and competitive incentive opportunities for named executive officers that would continue to link pay with performance.

Annual strategic, operational and financial objectives were reviewed and established for each of the named executive officers in 2009. Key financial objectives generally included net operating income, meeting required capital ratios in the operating businesses, generation of dividends from operating segments to the holding company, generation of excess capital, and meeting liquidity needs in a tight credit market environment. Non-financial strategic objectives included customer and investor engagement, refining the company’s strategy as a specialist provider of certain lines of insurance and wealth management products, pro-active risk reduction, investment portfolio repositioning, ratings stabilization, and execution of strategic cost-savings measures.

Based on the Compensation Committee’s decision to exercise discretionary judgment in determining actual payouts for the 2009 annual incentives, these objectives were used by the Compensation Committee only as a

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gauge for evaluating performance at the end of the year. Accordingly, actual performance against any particular objective for 2009 did not result in any pre-determined payouts. Rather, the CEO provided the Compensation Committee with a performance assessment for each of the named executive officers, excluding himself, and made recommendations for 2009 annual incentive award payments for those individuals, taking into account the strategic financial and non-financial objectives outlined above. Likewise, the Compensation Committee evaluated the performance of the CEO, with input from the Board, and determined the 2009 annual incentive award for him. The Compensation Committee retained final authority to approve all named executive officer annual incentive awards, including the CEO, and amounts paid for 2009 are reported under the “Non-Equity Incentive Plan” column of the Summary Compensation Table.

With respect to individual named executive officer annual incentive awards, below is a summary of key factors taken into consideration when determining the payments:

In total, Mr. Fraizer’s accomplishments relative to the above strategic financial and non-financial objectives, especially the strengthening of the company’s balance sheet and liquidity, outweighed a net operating income shortfall for 2009, resulting in his annual incentive award of approximately 75% of his targeted amount for 2009.

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In the fall of 2008, the Compensation Committee separately approved special transition incentives (“Transition Incentives”) to certain key managers, including Mr. Kelleher and Mr. Roday. Continuity of leadership in those roles was deemed to be in the best interests of the company’s stockholders during a critical transition period for the company and a period of unprecedented economic and financial market turmoil. The Transition Incentives were paid in November 2009, based on continued satisfactory performance and leadership through the Transition Incentive period, and as such are included under the “Bonus” column in the Summary Compensation Table. The amount of the Transition Incentives paid to Mr. Kelleher and Mr. Roday were $500,000 and $570,000, respectively.

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Mid-Term Incentive

In March 2007, the Compensation Committee approved the 2007-2009 mid-term incentive, which was denominated in performance stock units (“PSUs”). 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 Chief Financial Officer and 1-times the value of base salary for our other named executive officer. This was the only mid-term incentive in operation for the named executive officers during this three-year period.

The PSUs were scheduled to 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 the following performance targets: (i) average annual diluted net operating earnings per share² growth of 15%, and (ii) average annual operating return on equity³ growth of 50 basis-points. Each metric was equally weighted and had a threshold performance goal, at which 50% of the target number of PSUs would have been earned, and a maximum performance goal, at which participants could have earned up to 200% of his or her target number of PSUs (or, in the case of the CEO, up to 150% of his target number of PSUs for maximum levels of performance). For the 2007-2009 mid-term incentive performance period, company performance was below the threshold level of performance required for any payout under both metrics, and thus all PSUs related to this grant have been forfeited and cancelled.

In March 2010, the company transitioned its mid-term incentive program to utilize rolling three-year performance cycles. A two-year incentive (2010-2011) and a regular three-year (2010-2012) incentive were established in order to facilitate the transition of the program from one payment every three years to annual payments. Each new mid-term incentive opportunity will payout following the end of the corresponding performance period in either cash or shares of Genworth common stock, to be determined at such time by the Compensation Committee. Payouts will be based on company performance relative to threshold, target and maximum performance goals established for each performance period. Each participant has a target award amount fixed at the beginning of each performance period designed to approximate an annualized payout value under the previous design. Performance below the threshold goals established for all metrics will result in no payouts, and each participant may earn up to 200% of his or her target amount (or 150% in the case of the CEO) for performance that meets or exceeds all of the maximum goals established.

In an additional departure from past practice, goals for the 2010-2011 and 2010-2012 mid-term incentives measure a combination of total company performance and operating segment performance. For named executive officer participants in our headquarters organization (Messrs. Fraizer, Kelleher and Roday), payouts will be determined based on the following metrics: (1) 50% will be based on performance relative company net operating income, company book value per share (excluding accumulated other comprehensive income), and company operating return on equity; and (2) 50% based on an average of performance for each of the company’s operating segments against segment-specific goals relating to net operating income, book value, operating return on equity and cumulative dividends generated to the parent holding company for the specified performance period. For Ms. Schutz, who leads our Retirement and Protection segment, payouts related to her mid-term incentives will be based 25% on the company-specific metrics noted above, and 75% on segment-specific metrics noted above for the segment she leads.

Equity Grants (Long-Term Incentive)

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

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Since 2006, our annual equity grant has been 100% SARs for the CEO and a combination of SARs and RSUs for our other named executive officers. However, the 2009 annual equity grant consisted of 100% SARs for all of the named executive officers due to the significant decline in the company’s stock price at the time of grant. In light of the depressed stock price, the Compensation Committee believed that SARs would provide a more effective and efficient way (relative to full-value RSUs) to align named executive officers compensation with stockholders and to support the company’s efforts to re-establish meaningful stock-based incentives. Individual named executive officer grants reflected share amounts consistent with grant levels in 2008, adjusted upward based on the absence of full-value RSUs, as well as the Compensation Committee’s discretionary evaluation of each named executive officer’s performance, competitive pay levels, retention needs and ability to influence stock price appreciation.

The 2009 annual grant of SARs vests and becomes exercisable over a three-year period, compared to prior awards that vested over a five-year period. The company’s prior five-year vesting schedule was determined to be out of line with competitive market practice following an evaluation with the Compensation Committee’s compensation consultant. Accordingly, the shift to a three-year vesting period better supported both attraction and retention of executives at that time. SARs are generally forfeited upon termination of employment with the company prior to vesting, except for limited instances described in the Potential Payments Upon Termination or Change of Control section below.

Additionally, in August 2009, the Compensation Committee determined that it was appropriate to make a special grant of Performance-Accelerated SARs to certain key executives, including, but not limited to, the named executive officers. The Performance-Accelerated SARs established a strong incentive for participating key leaders to execute on strategic actions that would lead to enhanced stockholder value and eventual stock price appreciation, and also supported near- and long-term retention of key talent in a volatile economic environment. The award of Performance-Accelerated SARs, effective on August 19, 2009, will vest on the fourth anniversary of the grant date. However, if the closing price of Genworth’s common stock exceeds specific price hurdles for 20 consecutive trading days before the fourth anniversary of the grant date, vesting of the Performance-Accelerated SARs accelerates in one-third increments at $12, $16 and $20, respectively. The price points for acceleration of vesting were set at approximately 50%, 100% and 150% stock price growth beyond an estimated trading level for Genworth common stock at the time the grant was made.

At such time, the company also completed a one-time, stockholder-approved equity exchange program in which eligible employees, excluding each of the named executive officers, were given an opportunity to exchange eligible stock options or SARs on a three-for-one basis for new stock options or SARs, with a new strike price (or base price) and a new vesting schedule. The grant of Performance-Accelerated SARs was approved to be effective on the same date as the closing of the company’s stockholder-approved equity exchange program as a matter of administrative convenience, and to ensure that the recipients of the special Performance-Accelerated SAR grant would not receive a lower, and thus unintentionally more advantageous strike price (or base price) for the Performance-Accelerated SARs than the non-named executive officer participants would receive for new stock options and SARs granted under equity exchange program.

Individual award amounts were determined by the Compensation Committee, after consultation with its compensation consultant, and were based on the Compensation Committee’s subjective evaluation of outstanding equity-based incentives for each of the named executive officers, historical grant levels, performance and the Compensation Committee’s perceived need to provide each named executive officer with additional stock-based incentive opportunities for retention and incentive purposes. The Performance-Accelerated SAR awards made to the named executive officers are as follows: 650,000 to Mr. Fraizer; 250,000 to Mr. Kelleher; 80,000 to Mr. Mann; 100,000 to Ms. Schutz and 50,000 to Mr. Roday.

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

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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.

Role of Management and Compensation Consultants

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).

The Compensation Committee retained Steven Hall & Partners, LLC, an independent compensation consultant, to assist in reviewing and analyzing compensation data for Genworth’s executive officers. 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 executive officers.

The company may utilize other compensation consultants from time to time to assist in evaluating and preparing recommendations to the Compensation Committee related to the company’s executive compensation programs. In 2009, management engaged Towers Perrin to conduct a benchmark study of the company’s qualified and non-qualified retirement benefits, and the lead consultant with Towers Perrin participated in discussions with management and the Compensation Committee regarding his findings and the company’s recommended changes to those programs.

Evaluating Market Competitiveness

We generally evaluate market competitiveness of our programs as an input into the process of designing plans and 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 help determine appropriate pay levels. 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.

The Compensation Committee typically utilizes a combination of publicly available information related to a specific list of peer companies (the “Peer Group”), as well as information available through market compensation surveys to provide a broad perspective of market practice. While no individual company matches our lines of business precisely, the Peer Group 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. The companies included in market surveys purchased by the company 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 changes affecting market practice within the current economic environment, including shifts in corporate structures, regulatory constraints placed on certain companies, and the impact of unusual stock

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volatility on long-term incentive values, the Compensation Committee did not place much weight on historical competitive compensation data available through benchmarking of the Peer Group and through market surveys. However, the Peer Group in place during 2009 was comprised of the following companies:

Tax and Accounting Considerations

We consider accounting and tax implications when designing our executive compensation and incentive programs. For example, 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. In particular, annual cash incentives for our named executive officers are granted pursuant to the 2004 Genworth Financial, Inc. Omnibus Incentive Plan, and annually we establish objective performance goals solely for the purpose of ensuring that such awards qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code (the “Code”), and therefore will be fully deductible by the company. These performance goals are used to establish maximum possible annual incentives payable to each of the named executive officers, which we refer to as the “Section 162(m) maximum awards.” Separately, as described in more detail under the Annual Incentive section above, the Compensation Committee employs negative discretion to reduce the Section 162(m) maximum awards, as it deems appropriate, based on the Compensation Committee’s more subjective evaluation of corporate, operational and individual performance. We believe this approach more effectively motivates executives while preserving the Compensation Committee’s flexibility to exercise their judgment and to reward actions viewed as being in the best long-term interests of stockholders, while not overly weighting the goal-setting process in such an unpredictable economic environment.

Other than base salary, we have structured the main elements of our annual compensation program for named 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 Mr. Kelleher and Mr. Roday for 2008, as well as the Transition Incentives paid for 2009 (each reported under the “Bonus” column of the summary compensation table), did not qualify as performance-based compensation under Section 162(m) of the Code, and therefore may not be fully deductible.

In order to preserve the company’s ability to continue to grant fully tax-deductible performance-based awards, the material terms of the performance goals must be approved by our stockholders no less often than every five years. We are asking for such stockholder re-approval in this proxy statement under the Re-Approval of the Material Terms of Performance Goals for Qualified Performance-Based Awards under the 2004 Genworth Financial, Inc. Omnibus Incentive Plan section below.

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 supports attraction and retention of talent. 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:

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During 2009, the company undertook a review of its qualified and non-qualified retirement benefits, including the Retirement and Savings Plan, SERP and Restoration Plan noted above. The company determined to reduce the aggregate value of these retirement programs for current participants beginning in 2011, and to make further reductions in the aggregate value of the programs for newly hired employees beginning in 2010. Following these adjustments, we believe that our retirement benefits, including the mix and value of the elements, will continue to ensure that our total executive compensation program remains competitive to support attraction and retention of talent. 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 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. 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 and annual physical examinations. In addition, our executive officers are permitted, subject to certain annual limits, to use a 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. In 2009, the company suspended all use of its fractionally-owned company aircraft, and therefore no named executive officers had any personal use of company aircraft in 2009.

Mr. Roday participated in an executive annuity program obligation, assumed by the company as part of an acquisition, pursuant to which the company was obligated to make payments to him in the amount of $50,000 on an annual basis through 2015 (the “GNA Annuity Program”). Mr. Roday was fully vested and the company was obligated to continue the payments under the program regardless of continued employment. In 2009, in order to transform that non-forfeitable obligation into a program providing incentive for current and longer-term retention, the company and Mr. Roday agreed that following payment of the company’s annuity contribution for 2009, his participation in the GNA Annuity Program would be terminated, and he would receive no further payments under that program. In replacement of the GNA Annuity Program, the company has agreed to establish a new annuity contribution program pursuant to which the company shall make contributions in an average amount equal to $100,000 beginning in 2009, and continuing through 2015, subject to his continued employment with the company with respect to the contributions to be made in years 2012 through 2015.

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 named executive officers in those limited circumstances are described in more detail in the Potential Payments Upon Termination or Change of Control section below.

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”). 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.

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The Change of Control Plan is intended to keep participating key leaders “neutral” to the possibility of corporate transactions in the best interests of stockholders by removing the fear of job loss and other distractions that may result from potential, rumored or actual changes of control of the company. 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 so as to not create an unintended incentive. 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 annually reviews the provisions and participants of the Change of Control Plan to monitor competitiveness and appropriate levels of benefits to meet the plan objectives. In 2009, there were no changes made to the provisions or participants 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.

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 19, 2010 relative to the stock ownership guideline:

Additionally, in order to minimize any possible appearance of an incentive for senior executives to seek to cause short-term increases in the price of Genworth shares in order to exercise stock options or SARs and sell the stock for unwarranted personal gains, the committee requires executive officers to hold for at least nine months the shares of Genworth stock that they receive by exercising stock options or SARs, or by vesting in PSUs (each net of any shares applied for a cashless exercise or to pay applicable taxes). This requirement applies to the CEO, the executive vice presidents and the senior vice presidents of the company.

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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, 2009, and its proxy statement on Schedule 14A to be filed in connection with the company’s 2010 annual meeting of stockholders, each of which has been or will be filed with the United States 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 table provides information relating to compensation earned by or paid to our named executive officers in all capacities for 2009, 2008 and 2007.

2009 Summary Compensation Table

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The actual value, if any, that a named executive officer may realize upon exercise of SARs will depend on the excess of the stock price over the base value on the date of exercise, so there is no assurance that the value realized by a named executive officer will be at or near the value estimated by the Black-Scholes option-pricing model or the Monte-Carlo Simulation. In accordance with revised SEC disclosure rules, previously reported values have been restated to reflect the grant date fair value of the awards.

2009 All Other Compensation—Details

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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 2009:

2009 Grants of Plan-Based Awards Table

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Outstanding Equity Awards at 2009 Fiscal Year-End Table

The table below provides information with respect to stock options, SARs, RSUs and PSUs outstanding on December 31, 2009.

In May 2004, our company completed an IPO. In order to provide a clearer presentation of compensation related to events prior to and following that time, we have separated stock and option awards in the Outstanding Equity Awards at 2009 Fiscal Year-End Table into the following three categories: