Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective February 12, 2009, the Board of Directors of Genworth Financial, Inc. (the "Company") accepted the resignation of Saiyid T. Naqvi, one of the Company's independent directors. Mr. Naqvi's resignation followed a change in his principal job responsibilities and was submitted to and accepted by the Company's Board of Directors in accordance with the Company's Governance Principles. Mr. Naqvi, who previously served as the President of Harley-Davidson Financial Services, Inc., has accepted the position of chief executive officer of the mortgage business at PNC Financial Services Group, Inc., a financial institution with which the Company has a distribution relationship. Mr. Naqvi had no disagreements with the Company on any matters related to the Company's operations, policies, or practices. Following Mr. Naqvi's resignation, the Company's Board of Directors reduced the size of the Board to nine directors.

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