0000950123-09-060407 Sample Contracts

SHAREHOLDERS AGREEMENT
Shareholders Agreement • November 10th, 2009 • Symetra Financial CORP • Life insurance • New York

This SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of March 19, 2004, is among Occum Acquisition Corp., a Delaware corporation (the “Company”), and each of the Persons listed on Schedule 1 hereto and any future security holder of the Company that becomes a party to this Agreement (each, a “Shareholder” and collectively the “Shareholders”).

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GROUP LONG TERM DISABILITY REINSURANCE AGREEMENT
Group Long Term Disability Reinsurance Agreement • November 10th, 2009 • Symetra Financial CORP • Life insurance • Maine

THIS AGREEMENT is between SAFECO LIFE INSURANCE COMPANY of Seattle, Washington (hereinafter “Insurer”) and DUNCANSON & HOLT SERVICES, INC., a Maine corporation, as Managing Agent (hereinafter “Managing Agent”) for each of the participating reinsurers collectively referred to in this Agreement as the American Disability Reinsurance Underwriters Syndicate (ADRUS) and listed in Appendix A (hereinafter “Reinsurer”).

FISCAL AGENCY AGREEMENT between SYMETRA FINANCIAL CORPORATION as Issuer AND U.S. BANK NATIONAL ASSOCIATION as Fiscal Agent 6.125% Notes Due 2016 Dated as of March 30, 2006
Fiscal Agency Agreement • November 10th, 2009 • Symetra Financial CORP • Life insurance • New York

FISCAL AGENCY AGREEMENT dated as of March 30, 2006 (the “Agreement”), between SYMETRA FINANCIAL CORPORATION, a Delaware corporation (the “Company”) and U.S. BANK NATIONAL ASSOCIATION, as fiscal agent (the “Fiscal Agent”).

SHAREHOLDERS AGREEMENT
Shareholders Agreement • November 10th, 2009 • Symetra Financial CORP • Life insurance • New York

This SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of March 8, 2004, is among Occum Acquisition Corp., a Delaware corporation (the “Company”), and each of the Persons listed on Schedule 1 hereto and any future security holder of the Company that becomes a party to this Agreement (each, a “Shareholder” and collectively the “Shareholders”).

GROUP SHORT TERM DISABILITY REINSURANCE AGREEMENT
Group Short Term Disability Reinsurance Agreement • November 10th, 2009 • Symetra Financial CORP • Life insurance • Maine

THIS AGREEMENT is between SAFECO LIFE INSURANCE COMPANY of Seattle, Washington (hereinafter “Insurer”) and DUNCANSON & HOLT SERVICES, INC., a Maine corporation, as Managing Agent (hereinafter “Managing Agent”) for each of the participating reinsurers collectively referred to in this Agreement as the American Disability Reinsurance Underwriters Syndicate (ADRUS) and listed in Appendix A (hereinafter “Reinsurer”).

CREDIT AGREEMENT Dated as of August 16, 2007 among SYMETRA FINANCIAL CORPORATION, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and Issuing Lender, and THE OTHER LENDERS PARTY HERETO JPMORGAN CHASE BANK, N.A., as...
Assignment and Assumption • November 10th, 2009 • Symetra Financial CORP • Life insurance • New York

This CREDIT AGREEMENT, dated as of August 16, 2007, among (i) SYMETRA FINANCIAL CORPORATION, a Delaware corporation (the “Borrower”), (ii) each lender from time to time party hereto (collectively, the “Lenders”), and (iii) BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and the Issuing Lender.

FORM OF] RESTRICTED STOCK AGREEMENT PURSUANT TO THE SYMETRA FINANCIAL CORPORATION EQUITY PLAN
Restricted Stock Agreement • November 10th, 2009 • Symetra Financial CORP • Life insurance • New York

THIS AGREEMENT (this “Agreement”) made as of the ___ day of ___, 20___ by and between Symetra Financial Corporation, a Delaware corporation (the “Company”), and ___ (the “Executive”).

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