GENWORTH FINANCIAL INC — Director's Dealing 2012

Oct 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENWORTH FINANCIAL INC (GNW)
CIK: 0001276520
Period of Report: 2012-09-28

Reporting Person: MEAD CHRISTINE B (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-28	Deferred Stock Units	$	A	5104.325	Acquired		Class A Common Stock (5104.325)	Direct

Footnotes

F1: Deferred Stock Units become payable in shares of Class A Common Stock beginning one year after termination of service as a director. The Reporting Person has previously elected to receive such amount in a single payment or in payments spread out for up to 10 years.

F2: The number of Deferred Stock Units acquired represents a portion of the Reporting Person's annual retainer fee and was based on a price of $5.5835 per share of Class A Common Stock.