SEPARATION AGREEMENT & RELEASE

Exhibit 10.38

Notice to Employee: This is a legal document. You are advised to

consult with an attorney prior to signing this agreement.

SEPARATION AGREEMENT & RELEASE

This is an Agreement between Genworth Financial, Inc. and its affiliates (collectively, the “Company”) and George R. Zippel (the “Employee”).

WHEREAS the Company intends to grant the Employee an Early Retirement,

WHEREAS the Company and the Employee intend the terms and conditions of this Agreement to govern all issues related to the Employee's employment and Early Retirement from the Company, and

WHEREAS the Employee’s employment with the Company will terminate as a result of his Early Retirement on or before December 31, 2007

NOW, THEREFORE, in consideration of the covenants and mutual promises herein contained, the Company and the Employee agree as follows:

1. Separation Date . The Employee shall continue to be employed on active payroll and be paid his current salary at the Company's regular pay intervals until the earlier of the date upon which he commences new employment or December 31, 2007 (the “Separation Date”). If the Employee commences new employment prior to December 31, 2007, the Employee will be removed from active payroll, and his employment with the Company will end, but the Company will pay the Employee a one-time, lump sum payment, less applicable deductions and withholdings, equivalent to the as yet unpaid portion of his 2007 base salary that he would have earned had he continued to be employed by the Company through December 31, 2007. Prior to the Separation Date, the Employee will not be expected to come into the Company’s offices to work, however, the Employee is expected to make himself reasonably available during normal business hours for at least nine hours per week for consultation with respect to matters within the scope of his employment.

2. Employee Representations . The Employee hereby represents and acknowledges to the Company that (a) the Company has advised the Employee to consult with an attorney of his choosing; (b) he has had twenty-one (21) days to consider the waiver of his rights under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”) prior to signing this Agreement; (c) he has disclosed to the Company any information in his possession concerning any conduct involving the Company or its affiliates that he has any reason to believe involves any false claims to the United States or is or may be unlawful or violates Company Policy in any respect; (d) the consideration provided him under this Agreement is sufficient to support the releases provided by him under this Agreement; (e) he has not filed any charges, claims or lawsuits against the Company involving any aspect of his employment which have not been terminated as of the date of this Agreement; and (f) prior to the Effective Date the Employee has resigned his position as an officer of Genworth Financial, Inc. and has resigned as an officer and director of any subsidiary thereof. The Employee understands that the Company regards the representations made by him as material and that the Company is relying on these representations in entering into this Agreement.

3. Effective Date of the Agreement . The Employee shall have seven days from the date the Employee signs this Agreement to revoke the Employee’s consent to the waiver of his rights under the ADEA in writing addressed and delivered to the Company official executing this Agreement on behalf of the Company which action shall revoke this Agreement. If the Employee revokes this Agreement, all of its provisions shall be void and unenforceable. If the Employee does not revoke his consent, the Agreement will take effect on the day after the end of this revocation period (the “Effective Date”).

4. Equity Awards . On the Effective Date the following portion of the Employee’s outstanding Genworth Financial, Inc. stock options and stock appreciation rights (“SARs”) shall become vested and exercisable and will remain exercisable until the earlier of the normal expiration of such awards or the 90 ^th day after the Separation Date:

On the first business day following the Effective Date, the following portion of the Employee’s outstanding Genworth Financial, Inc. restricted stock units (“RSUs”) converted from predecessor company shall become vested and shall be settled in shares of Genworth common stock:

All prior vested Genworth Financial, Inc. equity awards will remain exercisable until the earlier of the normal expiration of such awards or the 90 ^th day after the Separation Date.

All other unvested Genworth Financial, Inc. equity awards will be canceled as of the Effective Date.

5. Supplemental Executive Retirement Plan . On the Separation Date the Employee shall become vested in the Genworth Financial, Inc. Supplemental Executive Retirement Plan (“SERP”). The Employee shall commence receiving payments under the SERP when he reaches age 60. The Employee acknowledges that the SERP may be amended from time to time by the Company.

6. Genworth Long Term Performance Award . On or before March 31, 2007, the Employee shall receive a one-time lump sum payment of $1,370,000, less applicable deductions and withholdings, as compensation earned under the 2004-2006 Genworth Long Term Performance Award.

7. Variable Incentive Compensation . The Employee shall receive one lump sum bonus payment of $750,000, less applicable deductions and withholdings, on or before March 31, 2007. The Employee shall receive a second and final lump sum bonus payment of $250,000, less applicable deductions and withholdings, on or before March 31, 2008. The Employee shall receive no other bonus or variable incentive compensation payments.

8. Benefits . Up until the Separation Date, the Employee’s participation in the Company benefit plans (e.g., medical, life insurance and defined contribution plans) will be in accordance with the provisions of the various Company benefit plans for an active employee.

a) Company Automobile . The Employee may continue using the Company-provided car in his possession at the Effective Date of this Agreement until the Separation Date. On the Separation Date, the Employee shall relinquish the car to the Company.

b) Financial Planner . The Employee may continue to avail himself of the services of the Company-provided financial planner until the Separation Date.

c) Executive Physical . The Employee may continue to avail himself of the Company-provided executive physical until the Separation Date.

d) Home Computer Equipment . The Employee shall retain, as Employee’s property, the home computer equipment, including the desktop computer and all peripherals, located in the Employee’s personal residence in Lynchburg, Virginia.

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9. Outplacement Service . The Company will pay directly to a nationally recognized outplacement firm acceptable to the Company for executive outplacement services to be provided to the Employee for the lesser of 12 months or until the Employee accepts new employment.

10. Proprietary Innovation and Inventions Agreement . The Proprietary Innovation and Inventions Agreement will remain in effect in accordance with its terms.

11. Confidential Information . The Employee acknowledges that, in connection with his employment at the Company, he obtained knowledge about confidential and proprietary information, or trade secrets of the Company, including but not limited to lists of customers, technical information about Company products, strategic plans of company businesses and price information (hereinafter the "Information"). The Employee agrees, either prior to or following the Effective Date, not to use, publish or otherwise disclose any Information to others, including but not limited to a subsequent employer or competitor of the Company. If the Employee has any question regarding what data or information would be considered by the Company to be Information subject to this provision, the Employee agrees to contact Michael Laming, the Senior Vice President, Corporate Human Resources for written clarification.

12. Non-Solicitation . The Employee agrees that for a period of two years after the Effective Date, he will not, without prior written approval from the Senior Vice-President, Corporate Human Resources of the Company, directly or indirectly solicit any person who is an employee of the Co