exv10w13






Exhibit 10.13









Symetra Financial Corporation

Performance Share Plan

2009-2011



The Purpose of the Plan:





	 	1.	 	The purpose of the Plan is to advance the interest of Symetra Financial Corporation
(the “Company”) and its owners by providing executive incentives and by providing for a
reasonable sharing of the financial performance of the enterprise.
	 
	 	2.	 	Summary: From time to time the Board of Directors of the Company (the “Board”) may
grant to an executive of the Company an award of Performance Shares. At the time of grant, each
Performance Share shall have the financial value of $100.00. Thereafter, the unit will have the
financial value of $100.00 x (1 + Aggregate Percentage Growth), conditioned upon attainment of a stated Performance
Goal over the Award Period specified in the Grant. At the end of the Award Period the Board
will determine the degree of attainment of the Performance Goal and will assign a Harvest
Percentage based on that determination. The matured Performance Shares will then be
exchanged for a cash payment equal to the then financial value of the shares multiplied by
the Harvest Percentage.
	 
	 	3.	 	Administration: The Plan shall be administered by the Board. The Board shall have
the authority to select the executives who shall be participants (“Participants”), to determine
the size and terms of an award, to modify the terms of any award that has been granted, to
determine the time when awards will be made, to determine the Award Periods applicable to an
award, to determine the Harvest Percentages applicable to an award, to determine the terms of a
Participant’s grant agreement (which need not be identical or uniform), to establish
Performance Goals in respect of such Award Periods, to certify whether such Performance Goals
were attained and to make such other determinations that are not prohibited by this plan. The
Board is authorized to interpret the plan to establish amend and rescind any rules and
regulations relating to the plan and to make any other determinations that it deems necessary
or desirable. Any decision of the Board in the interpretation and administration of the plan
shall lie within its sole and absolute discretion and shall be final conclusive and binding on
all parties concerned. Determinations made by the Board under the plan need not be uniform and
may be made selectively among participants regardless of whether such Participants are
similarly situated. The Board shall have the right to deduct from any payment made under the
plan any taxes required by law to be withheld with respect to such payment. The Board may
delegate its duties hereunder to its Compensation Committee.





					
	 	 	 	 	 
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	 	4.	 	Eligibility and Participation: The Board shall designate those executives who shall
be Participants. Participants shall be selected from among the executives who are in a position
to have a material impact on the financial results of the Company. The designation of the
Participants may be made individually or by groups or classifications of executives, as the
Board deems appropriate. Executives shall not have a right to be designated as Participants and
the designation of an executive as a Participant shall not obligate the Board to continue such
executive as a participant in subsequent periods.
	 
	 	5.	 	Grants:






(a) Grant: In each Grant the committee shall specify, among other matters, (i)
the number of Performance Shares awarded, (ii) the Award Period, (iii) the Performance
Goal(s) to be attained within the Award Period, (iv) the method for determining the Harvest
Percentage based upon the level of achievement of the Performance Goal(s), and (v) the
maximum Award Payment.




(b) Performance measures: The performance measures for any award shall be as
determined by the Board and as stated in the grant agreement. Normally the goal(s) will be
based on some reasonable measure of growth in economic value per share of the enterprise, or
on some similar measure of financial performance.




(c) Payment: As soon as practicable after the end of the Award Period, or such
earlier date as the Board in its sole discretion may designate, the Board shall determine
(i) whether the applicable Performance Goal(s) have been attained with respect to a given
award and (ii) the Harvest Percentage applied to a given award. At the end of the Award
Period the Board shall ascertain the actual value of the award. Unless otherwise determined
by the Board or otherwise set forth in a grant agreement the actual value of an award shall
be equal to the then financial value of the shares multiplied by the Harvest Percentage. A
Participant’s actual value will be settled through a cash payment to the Participant within
2 1/2 months after the end of the Award Period.




	 	6.	 	Termination of Employment: Except as set forth in Section 7 or otherwise set forth
in a grant agreement a Participant shall immediately forfeit all outstanding awards upon any
termination of employment prior to the end of the applicable Award Period. The Board may at its
discretion provide that if a Participant dies, retires, is disabled, or is granted a leave of
absence, or if the Participant’s employment is otherwise terminated in a manner reasonably
judged to be not seriously detrimental to the company, then all or a portion of the
Participant’s award, as determined by the Board, may be paid to the Participant (or beneficiary)
after the end of the Award Period or at such other time as determined by the Board.
	 
	 	7.	 	Change of Control: (a) If a termination event occurs with respect to a Participant
within 24 months after a Change of Control then each award held by such Participant that was
granted prior to the Change of Control shall be cancelled and such Participant shall be entitled
to receive in respect of each such canceled





					
	 	 	 	 	 
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	 	 	 	award a payment equal to the product of (i) the then financial value of 100% of the
Performance Shares and (ii) the applicable Harvest Percentage. The applicable Harvest
Percentage will be determined based on the extent to which the Performance Goal has been
achieved as of the last day of the calendar quarter ending prior to the date of the
applicable termination event. (b) Notwithstanding anything herein to the contrary, if,
following a change in control, a Participant’s employment remains continuous through the end
of an Award Period then the Participant shall be paid with respect to those awards for which
he would have been paid had there not been a change in control, and the actual value shall
be determined in accordance with section 5 above.
	 
	 	8.	 	Amendments or Termination: The Board may amend alter or discontinue the Plan, but
no amendment, alteration or discontinuation shall be made which would impair any of the rights
or obligations under any award theretofore granted to a Participant without such Participant’s
consent; provided, however, that the Board may amend the plan in such manner as it deems
necessary to permit the granting of awards meeting the requirements of the Internal Revenue
Code of 1986, as amended, or any successor thereto, or other applicable laws.
	 
	 	9.	 	No Right to Employment: Neither the Plan nor any action taken hereunder shall be
construed as giving any Participant or other person any right to continue to be employed by, or
to continue to perform services for, the Company or any subsidiary, and the right to terminate
the employment of or performance of services by any Participant at any time and for any reason
is specifically reserved to the Company and its subsidiaries.
	 
	 	10.	 	Nontransferability of Awards: An award shall not be transferable or assignable by
the Participant, other than as described in Section 17 of this Plan.
	 
	 	11.	 	Reduction of Awards: Notwithstanding anything to the contrary herein, the Board,
in its sole discretion (but subject to applicable law), may reduce any amounts payable to
any Participant hereunder in order to satisfy any liabilities owed to the Company or any
of its subsidiaries by the Participant.
	 
	 	12.	 	Participation of Subsidiaries: If a subsidiary wishes to participate in the Plan
and its participation shall have been approved by the Board, the Board of Directors of the
subsidiary shall adopt a resolution in form and substance satisfactory to the Committee
authorizing participation by the subsidiary in the Plan. A subsidiary that adopts the Plan
in accordance with the Section shall be permitted to rename the Plan under the name of such
subsidiary. A subsidiary may cease to participate in the Plan at any time by action of the
Board or by action of the Board of Directors of such subsidiary, which latter action shall
be effective not earlier than the date of delivery to the Secretary of the Company of a
certified copy of a resolution of the subsidiary’s Board of Directors taking such action.
Termination of participation in the Plan shall not relieve a subsidiary of any obligations
theretofore incurred by it under the Plan. The Board in its discretion may waive compliance
with any provisions in this section.





					
	 	 	 	 	 
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	 	13.	 	Claims Procedure: In general, any claim for benefits under the Plan shall be filed
with the Board of Directors by a Participant or beneficiary. The Board will consider the claim
promptly.
	 
	 	14.	 	Miscellaneous Provisions: The Company is the sponsor and legal obligor under the
Plan and shall make all payments hereunder, other than any payments to be made by any of
the subsidiaries, as described below (in which case such payments shall be made by such
subsidiary, as appropriate). If a subsidiary adopts the Plan in accordance with Section 12,
the subsidiary shall be responsible for all payments made under the Plan for Awards granted
by the Board of Directors of the subsidiary including expenses involved in administering
the Plan at the subsidiary level. The Plan is unfunded. The Company shall not be required
to establish any special or separate fund or to make any other segregation of assets to
ensure the payment of any amounts under the Plan, and the Participant’s rights to any
payment hereunder shall be no greater than the rights of the Company’s (or the applicable
subsidiary’s) unsecured creditors. All references to Sections herein shall be deemed to be
references to the specified sections of this Plan.
	 
	 	15.	 	Taxes: The Company and its subsidiaries shall have the right to deduct from any
payment made under the Plan any taxes required by law to be withheld with respect to such
payment.
	 
	 	16.	 	Choice of Law: The Plan shall be governed by and construed in accordance with the
laws of Washington State.
	 
	 	17.	 	Designation of Beneficiary by Participant: A Participant may name a beneficiary
to receive any payment to which he/she may be entitled in respect to a Grant in the event
of his/her death. A Participant may change his/her beneficiary from time to time. If the
Participant has not designated a beneficiary, or if no designated beneficiary is living on
the date on which any amount becomes payable, that amount shall be paid to the
Participant’s estate.
	 
	 	18.	 	Schedule of Definitions: The attached Schedule of Definitions shall be considered
an integral part of this Plan.
	 
	 	19.	 	Effective Date of the Plan: The Plan shall be effective as of January 1, 2009.






IN WITNESS WHEREOF, Symetra Financial Corporation has caused this Plan to be executed this 14
day of May, 2009.



	 	 	 	 	 
	 	Symetra Financial Corporation

 	 
	 	By  	/s/ Christine A. Katzmar
 	 
	 	 	Its Vice President 	 
	 	 	 	 
	 



					
	 	 	 	 	 
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Symetra Financial Corporation

Performance Share Plan

2009-2011 Schedule of Definitions



Terms used in the Plan or in a Grant shall have the following meanings:



Annualized Return on Equity: Symetra’s average Return on Equity over the Award Period.



Change of Control: shall mean the occurrence of the following event:



If any person or group (within the meaning of sections 13(d) or 14(d)2 of the Exchange Act) other
than White Mountains Insurance Group, Ltd or Berkshire Hathaway, Inc or any of their subsidiary or
affiliated companies, an underwriter temporarily holding securities of the Company in connection
with a public issuance thereof, or an employee benefit plan of the Company or its affiliates
becomes the beneficial owner (within the meaning of rule 13d-3 under the Exchange Act) of
thirty-five percent or more of the then outstanding common stock of the Company.



Discretionary Harvest Percentage Adjustment: shall be determined by the Board by either adding or
subtracting up to 10% to the Harvest Percentage.



Grant: shall mean an offer by the Board to an executive to participate in the Performance Share
Plan. Such Grant will specify the number of Performance Shares being granted, the Performance
Goal(s), the Award Period, the method for judging attainment of the goal(s) and for setting the
Harvest Percentage, a maximum award value if any, and other relevant terms.



Harvest Percentage: shall be determined by the Board at the end of the Award Period specified in
the Grant, and will represent the Board’s judgment of the degree to which the Company’s actual
financial performance has met the Performance Goal(s) specified in the Grant. Normally the Harvest
Percentage will range from 0% thru 200% according to a scale specified in the Grant. This Harvest
Percentage will then be multiplied by the financial value of the Performance Shares granted, to
produce the actual cash value of the Grant.



Minimum Threshold: shall be the average of the 10 Year Treasury over 3 years (according to
Bloomberg GT10 index).



Modified Operating Income: shall be determined by calculating net income minus realized
gains/(losses) minus hedge fund investment income plus 30 year ‘A’ Bond investment income
(according to Bloomberg C00730 index) substituted for equities/hedge fund performance (valued
quarterly). All calculations are after tax.



Modified Operating Return on Equity: shall mean Modified Operating Income divided by beginning of
year GAAP Book Value.



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Performance Share: a unit granted to an executive under the Performance Share Plan. The unit will
have the financial value of $100.00 at the time of grant. Thereafter, the unit will have the
financial value of $100.00 x (1 + Aggregate Percentage Growth), conditioned upon the attainment of
a specified Performance Goal(s) over a specified Award Period.



Related Employment: shall mean the employment of a participant by an employer who is not the
Company or an affiliate of the Company, provided (i) such employment is undertaken by the
participant and continued at the request of the Company; (ii) immediately prior to undertaking such
employment the participant was an employee of the Company, or any of its affiliates or was engaged
in related employment; and (iii) such employment is recognized by the Board, in its sole
discretion, as related employment.



Return on Equity: Symetra’s growth in beginning of year GAAP Book Value.



Termination event: shall be considered for this plan to be a Termination Without Cause or to be a
Constructive Termination.





	a.	 	Termination Without Cause: A termination of the Participant’s employment with the Company or a
subsidiary by the Company or the subsidiary other than (i) due to the Participant’s death or
disability as defined in the Performance Plan Grant, or (ii) for Cause. A transfer of a
Participant’s employment to an affiliate of the Company shall not, by itself, be considered a
Termination without Cause hereunder. For this purpose, “Cause” shall mean (a) an act or omission
by the Participant that constitutes a felony, (b) willful gross negligence or willful gross
misconduct by the Participant in connection with his employment by the Company or by a subsidiary
which causes, or is likely to cause, material loss or damage to the Company. Notwithstanding
anything herein to the contrary, a termination of a Participant’s employment with the Company or
one of its subsidiaries due solely to the consummation of a corporate transaction described in
clause (i) of the definition of Change in Control shall not be deemed to be a “Termination Without
Cause” if the Participant is employed by the acquiror or one of its affiliates and the acquiror or
one of its affiliates formally assumes the Company’s obligations under this Plan or places the
Participant in a similar or like plan with no diminution of the value of the awards granted.





	b.	 	Constructive Termination. A termination of employment with the Company and its affiliates at
the initiative of the Participant that the Participant declares, by prior written notice delivered
to the Secretary of the Company, to be a Constructive Termination by the Company or an affiliate
and which follows (i) a material decrease in his/her salary or (ii) a material diminution in the
authority, duties or responsibilities of his/her position as a result of which the Participant
determines in good faith that he/she cannot continue to carry out his/her job in substantially the
same manner as it was intended to be carried out immediately before such diminution.
Notwithstanding anything herein to the contrary, a Constructive Termination shall not occur until
and unless 30 days have elapsed from the date the Company receives such written notice from the
Participant and, during that period, the Company fails to cure, or cause to be cured, the
circumstance serving as the basis on which the declaration of Constructive Termination is given.






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Symetra Financial Corporation

Performance Share Plan

2009-2011 Grant




     THIS GRANT (this “Grant”) is made, effective as of the 1st of January, 2009, between
Symetra Financial Corporation (the “Company”) and NAME (the “Participant”).



RECITALS:




     WHEREAS, the Company has adopted the Performance Share Plan (“Plan”), which Plan is
incorporated herein by reference and made part of this Grant; and



     WHEREAS, the Board has determined that it would be in the best interest of the Company
and its owners to grant the award provided for herein to the Participant pursuant to the
Plan and the terms set forth herein.



     NOW THEREFORE, in consideration of mutual covenants the parties hereto agree as
follows:


1. Grant: Subject to the terms and conditions of the Plan and the additional terms and conditions
set forth in this Grant, the Company hereby grants to the Participant a Performance Share Award of ______ shares.



2. Award Period: The Award Period shall be January 1, 2009 through December 31, 2011.



3. Performance Goal: The Performance Goal shall be a 13% Modified Operating Return on Equity
averaged over the Award Period which shall be measured by Modified Operating Income divided by
beginning of year GAAP Book Value. Modified Operating Income equals net income minus realized
gains/(losses) minus hedge funds investment income plus 30 year ‘A’ Bond investment income
substituted for equities/hedge fund performance (valued quarterly).



4. Harvest Percentage: Shall be dependent on the extent to which the Performance Goal is attained,
and shall be determined as follows:




	 	 	 
	Performance Goal	 	Harvest Percentage
	8% or lower
	 	0%
	13%
	 	100%
	18% or higher
	 	200%





For annualized percentage growth between 8% and 18%, the Harvest Percentage will be determined on
the basis of straight line interpolation.



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A Minimum Threshold must be met before a Harvest Percentage is assigned. That minimum shall be the
average of the 10 year Treasury over the Award Period compared to the Company’s Annualized Return on Equity over the Award Period.



At the Board’s discretion, a Discretionary Harvest Percentage Adjustment may be added or subtracted
to the Harvest Percentage by up to 10% based on factors determined by the Board.



5. Award Payment: Subject to all terms and conditions of the Plan, the Participant’s actual value
at the end of the Award Period will be settled through a cash payment to the Participant. Unless
otherwise determined by the Board or otherwise set forth in a Grant, a Participant’s actual value
with respect to an Award shall be equal to the then financial value of the shares multiplied by the
Harvest Percentage.



6. Termination of Employment: Except as provided in Section 6 or Section 7 of the Plan, this Award
shall be canceled, and no payment shall be payable hereunder, if the Participant’s continuous
employment or Related Employment with the Company shall terminate for any reason prior to the end
of the Award Period.



7. Successor Requirement: This Grant shall inure to the benefit of and be binding upon the Company
and its successors and assigns. The Company shall request any purchaser of a business unit in
which the Participant is employed (a “Purchaser”), to fully assume the obligations of the Company
under this Grant. If a Purchaser declines to assume such obligations, the Company shall remain
obligated under the terms of this Grant and the Board, in its sole discretion, may elect to cancel
the Grant and to make an Award Payment based on the applicable measures at the time of purchase or
in accordance with Section 7 of the Plan, if the Plan’s Change in Control provisions are
applicable.



8. Definitions: All terms not otherwise defined herein shall have the same meaning as in the Plan.



9. Withholding: The Participant agrees to make appropriate arrangements with the Company for
satisfaction of any applicable income tax withholding requirements, including the payment to the
Company, at the termination of the Award Period (or such earlier or later date as may be applicable
under the Code), of all such taxes and other amounts, and the Company shall be authorized to take
such action as may be necessary, in the opinion of the company’s counsel (including, without
limitation, withholding amounts from any compensation or other amount owing from the Company to the
Participant), to satisfy all obligations for the payment of such taxes and other amounts.



10. Reduction of the Award: Notwithstanding anything to the contrary herein, the Board, in its
sole discretion (but subject to applicable law), may reduce any amounts payable to the Participant
in order to satisfy any liabilities owed to the Company by the Participant.



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11. No Right to Continued Employment: Neither the Plan nor this Grant shall be construed as giving
the Participant the right to be retained in the employ of, or in any consulting relationship to,
the Company or any of its subsidiaries. Further, the Company may at any time dismiss the
Participant or discontinue any consulting relationship, free from any liability or any claim under
the Plan or this Grant, except as otherwise expressly provided in the Plan and in this Grant. In
addition, nothing herein shall obligate the Company to make future Grants to the Participant.



12. Award Subject to Plan: By entering in this Grant the Participant agrees and acknowledges that
the Participant has received and read a copy of the Plan and that this Award is subject to all of
the terms and provisions set forth in the Plan and in this Grant. In the event of a conflict
between any term or provision contained in this Grant and a terms or provision of the Plan, the
applicable terms and provisions of the Plan will govern and prevail.



13. Designation of Beneficiary by Participant: A Participant may name a beneficiary to receive any
payment to which he/she may be entitled in respect of this Award in the event of his/her death, by
notifying the Company. A Participant may change his/her beneficiary from time to time in the same
manner. If the Participant has not designated a beneficiary or if no designated beneficiary is
living on the date on which any amount becomes payable to a Participant’s beneficiary, that amount
shall be paid to the Participant’s estate.



14. Notices: Any notice necessary under this Grant shall be addressed to the Company and to the
Participant at the address appearing in the personnel records of the Company for such Participant
or to either party at such other address as such party hereto may hereafter designate in writing to
the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.



15. Signature in Counterparts: This Grant may be signed in counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same
instrument.



     IN WITNESS WHEREOF, the parties hereto have executed this Grant as of the date(s) listed
below.




	 	 	 	 	 	 	 
	Participant	 	 	Symetra Financial Corporation

 	 
	 	 	 	By  	 	 
	Name	Date 	 	 	Randall H. Talbot, President & CEO 	 
	 	 	 	 	 	 
	 




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