Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 10, 2008, our Board of Directors, acting upon the recommendation of the Nominating and Corporate Governance Committee, adopted amendments to our Bylaws to implement a majority vote standard for the election of directors in uncontested elections. Previously, our Bylaws set forth a plurality vote standard for the election of directors in both contested and uncontested elections, with a director resignation policy applicable to uncontested elections. The amendments, which affect Sections 2.7 and 3.2 of our Bylaws, took effect upon adoption.

Our Bylaws now provide that in uncontested elections for directors, each nominee must receive the affirmative vote of a majority of votes cast in order to be elected to the Board of Directors. Abstentions and broker non-votes will not be counted in such elections. Where a director fails to receive the affirmative vote of a majority of votes cast, such director will promptly tender his or her resignation from the Board of Directors. The Nominating and Corporate Governance Committee will assess the appropriateness of such director continuing to serve as a director and will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will act on the Nominating and Corporate Governance Committee's recommendation and publicly disclose its decision and the reason for its decision. In contested elections, the plurality vote standard will continue to apply.

The foregoing description of the amendments to our Bylaws does not purport to be complete and is qualified in its entirety by reference to our Bylaws, as amended on January 10, 2008, a copy of which is attached hereto as Exhibit 3.2 and incorporated by reference into this Item 5.03.

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Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

The following is filed as an exhibit to this report:

Number Description
3.2 Amended and Restated Bylaws of Genworth Financial, Inc.

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