SYA-2013.12.31 Exhibit 10.6


Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by Symetra Financial Corporation, this information has been filed separately with the Securities and Exchange Commission.




AMENDMENT NO.  5 TO
MASTER SERVICESAGREEMENT




This Amendment No. 5 (this "Amendment") to the Master Services Agreement dated August 1, 2009 (the "Agreement") is hereby entered into as of January 17, 2014 and effective January 1, 2014 by and between Symetra Life Insurance Company, a Washington corporation (including its successors and permitted assigns, "Symetra"), and Xerox Business Services, LLC (formerly Affiliated Computer Services, Inc.), a Delaware corporation (including its successors and permitted assigns, "Xerox").  Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.


WHEREAS, the parties hereto desire to amend the Agreement in the manner set forth in this Amendment.




NOW THEREFORE, in consideration of the representations, warranties, promises and covenants contained herein, and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, agree to the foregoing and as follows:






		
	1.
	Amendment to Schedule 5, Table 1: SLAs and SLRs and Weighting Factors as of the Restatement Date.  Schedule 5, Table 1: SLAs and SLRs and Weighting Factors as of the Restatement Date is hereby renamed and replaced in its entirety with the attached Table 1: SLAs and SLRs and Weighting Factors.






















[Signature Page Follows]





Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by Symetra Financial Corporation, this information has been filed separately with the Securities and Exchange Commission.






IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.




SYMETRA LIFE INSURANCE COMPANY








                                                                        




By:  /s/ Jay Orum


Title:  Vice President


Date:    _17 January 2014_________






XEROX BUSINESS SERVICES, LLC








                                                                         




By:    /s/ Tom Schill                                 
Title:      Xerox SBU Executive       
Date:          __17 January 2014___









Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by Symetra Financial Corporation, this information has been filed separately with the Securities and Exchange Commission.




Table 1:  SLAs and SLRs and Weighting Factors 


	
						
	SLA #
	

Service Level Agreement
	

Performance Requirement
	

SLR
	Weighting
Factor %
	Compound SLA*

	 
	Schedule 2F Help Desk

	 
	Help Desk Responsiveness

	2F1


	Speed-to-Answer
	[***]
	[***]%
	[***]%
	 

	2F2


	Call abandonment rate
	[***]
	[***]%
	[***]%
	 

	2F3


	Email response rate
	[***]
	[***]%
	[***]%
	 

	2F4


	Voicemail response rate
	[***]
	[***]%
	[***]%
	 

	 
	Incident Resolution

	2F10


	First Contact Resolution of resolvable Incidents
	[***]
	[***]%
	[***]%
	 

	2F11


	Incident closure notice (via e-mail and/or phone)
	[***]
	[***]%
	[***]%
	 

	 
	Schedule 2C Distributed Computing

	 
	Install, Moves, Adds and Changes – Workstations Peripherals, and Distributed Servers

	2C1


	1-10 in a single request for  new equipment or Software
	[***]
	[***]%
	[***]%
	 

	2C2


	1-10 in a single request for  new equipment or Software
	[***]
	[***]%
	[***]%
	 

	2C3


	Urgent request or more than 10 in a  single  request  or  new  remote server
	[***]
	[***]%
	[***]%
	 

	 
	Software Installation

	2C10


	Desktop/laptop remote server core image    (e.g., OS, service packs, non-critical security patches) and other business Software,   (e.g., Adobe Writer, Java, MS Project, Email Archive) in accordance with Symetra policies.
	[***]
	[***]%
	[***]%
	 

	 
	Schedule 2B Data Center

	 
	System Availability

	2B1


	System availability – production systems
	[***]
	[***]%
	[***]%
	 

	2B2


	System availability – non- production systems
	[***]
	[***]%
	[***]%
	 









Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by Symetra Financial Corporation, this information has been filed separately with the Securities and Exchange Commission.




	
						
	SLA #
	

Service Level Agreement
	

Performance Requirement
	

SLR
	Weighting
Factor %
	Compound SLA*

	 
	Batch Processing ***

	2B10


	Scheduled production batch- marker jobs
	Per scheduled time
	[***]%
	[***]%
	 

	2B11


	Scheduled production batch-all other batch jobs
	Per scheduled time
	[***]%
	[***]%
	 

	2B12


	Month end production batch
	Complete jobs per Symetra's approved schedule
	[***]%
	[***]%
	 

	2B13


	Demand production batch
	[***]
	[***]%
	[***]%
	 

	 
	General Administrative Functions

	2B20


	Setup or modify job scheduler definition and dependencies
	[***]
	[***]%
	[***]%
	 

	2B21


	One-time schedule change for existing scheduled jobs
	[***]
	[***]%
	[***]%
	 

	 
	Mid-Range and Mainframe System Administration
	 
	 
	 
	 

	2B30


	Notification of sustained average daily CPU utilization
	[***]
	[***]%
	[***]%
	 

	2B31


	Storage administration requests (e.g., allocate additional storage
resources;  administration requests for    work  packs, pools, etc.) per Symetra's approval
	[***]
	[***]%
	[***]%
	 

	2B32-1


	Capacity/performance trend analysis and reporting
	[***]
	[***]%
	[***]%
	X

	2B32-2


	Capacity/performance trend analysis and reporting
	[***]
	[***]%
	[***]%
	X

	 
	Database Administration

	2B40-1
	Instance creation and refresh
	[***]
	[***]%
	[***]%
	X

	2B40-2



	[***]

	2B41-1


	Create  user  ID,  grants,  revokes, create table-space, other data definition requests
	[***]
	[***]%
	[***]%
	X

	2B41-2


	[***]

	2B41-3


	[***]

	2B42


	Schema changes and stored procedures
	[***]
	[***]%
	[***]%
	 

	2B43


	Delivery    of    Symetra    database documentation, audit and performance/capacity reports
	[***]
	[***]%
	[***]%
	 

	 
	Schedule 2D Data Network Services

	 
	Network Availability









Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by Symetra Financial Corporation, this information has been filed separately with the Securities and Exchange Commission.




	
						
	SLA #
	

Service Level Agreement
	

Performance Requirement
	

SLR
	Weighting
Factor %
	Compound SLA*

	2D1


	End-to-end  availability  -  critical locations
	[***]
	[***]%
	[***]%
	 

	2D2


	Remote office availability
	[***]
	[***]%
	[***]%
	 

	2D3


	Internet access availability
	[***]
	[***]%
	[***]%
	 

	2D4


	LAN availability   for offices with LAN switch services
	[***]
	[***]%
	[***]%
	 

	 
	Network Administration Services

	2D10


	Data network service reporting per Symetra requirements
	[***]
	[***]%
	[***]%
	 

	2D11
	Implementation   of   firewall changes related to changing, adding/deleting firewall rules.
	[***]
	[***]%
	[***]%
	X

	 
	Security Intrusion Detection

	2D20


	Notify Symetra of any NIDs and HIDs related events
	[***]
	[***]%
	[***]%
	 

	 
	Security Penetration Services

	2D30


	Deliver remediation plan that addresses identified penetration testing vulnerabilities
	[***]
	[***]%
	[***]%
	 

	 
	Schedule 2E Voice Services

	 
	Telephony Communications Service Availability

	2E1


	Overall voice Services
	[***]
	[***]%
	[***]%
	 

	 
	IMACs

	2E10
	Symetra headquarters IMACs (1-5 requests)
	[***]
	[***]%
	[***]%
	 

	2E11
	Symetra headquarters IMACs (6+ requests)
	[***]
	[***]%
	[***]%
	 

	2E12


	Remote location IMACs
	[***]
	[***]%
	[***]%
	 

	 
	Schedule 2A Cross Functional

	 
	Incident Resolution

	2A1
	Priority Level 1
	[***]
	[***]%
	[***]%
	 

	2A2
	Priority Level 2
	[***]
	[***]%
	[***]%
	 

	2A3
	Priority Level 3
	[***]
	[***]%
	[***]%
	 









Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by Symetra Financial Corporation, this information has been filed separately with the Securities and Exchange Commission.




	
						
	SLA #
	

Service Level Agreement
	

Performance Requirement
	

SLR
	Weighting
Factor %
	Compound SLA*

	2A4
	Priority Level 4
	[***]
	[***]%
	[***]%
	 

	2A5
	Root  Cause  Analysis for  Priority Level 1 and Priority Level 2 Incidents
	[***]
	[***]%
	[***]%
	 

	 
	Backup and Restore **

	2A10
	Execute and complete incremental or differential daily backups
	Time to execute and complete backup
	[***]%
	[***]%
	 

	2A11
	Execute and complete differential or full weekly backups
	Time to execute and complete backup
	[***]%
	[***]%
	 

	2A12
	Execute and complete verify full/archive monthly backups
	Time to execute and complete backup
	[***]%
	[***]%
	 

	2A13


	Execute and complete on-demand backups for single Instances
	Time  to  execute  and  complete  per  agreed schedule
	[***]%
	[***]%
	 

	 
	Restoration

	2A20


	SL1 data restore requests
	[***]
	[***]%
	[***]%
	 

	2A21


	SL2 data restore requests
	[***]
	[***]%
	[***]%
	 

	 
	Service Request Response

	2A30


	Delivery of  In-scope Service Request solution response-standard
	[***]
	[***]%
	[***]%
	 

	2A31


	Delivery   In-scope   Service   Request-project solution response
	[***]
	[***]%
	[***]%
	 

	2A32


	Delivery   of   Out-of-Scope  work-order Services proposal
	[***]
	[***]%
	[***]%
	 

	2A33


	Complete installation, testing and handover of Services
	[***]
	[***]%
	[***]%
	 

	 
	System Software Refresh and Updates

	2A40-1


	Deploy   maintenance   release   or emergency   maintenance   release (e.g., XYZ Version 8.1.5 to XYZ Version 8.1.6) (e.g., security pack, bug patch)
	[***]
	[***]%
	[***]%
	X

	2A40-2


	[***]
	 
	 

	2A41-1


	Deploy   maintenance   release   or emergency maintenance release of anti-virus/anti-spyware definition (e.g., XYZ Version 8.1.5 to XYZ Version 8.1.6)
	[***]
	[***]%
	[***]%
	X

	2A41-2


	[***]
	 
	 

	2A42


	Implementation   of   enhancement release
	[***]
	[***]%
	[***]%
	 

	2A43


	Implementation  of  major  release updates
	[***]
	[***]%
	[***]%
	 

	 
	System/Security Administration









Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by Symetra Financial Corporation, this information has been filed separately with the Securities and Exchange Commission.




	
						
	SLA #
	

Service Level Agreement
	

Performance Requirement
	

SLR
	Weighting
Factor %
	Compound SLA*

	2A50


	Proposal  (e.g.,  timelines,  deliverables, assumptions and constraints, comprehensive and complete written   documentation)  for   security remediation following discovery of a security risk (e.g., server con- figuration vulnerabilities, event monitoring discoveries)
	[***]
	[***]%
	[***]%
	 

	 
	Account Administration

	2A51


	New  user  account  (up  to  5  per request)
	[***]
	[***]%
	[***]%
	 

	2A52


	New  user  account  (6-20  per  request)
	[***]
	[***]%
	[***]%
	 

	2A53


	New  user  account  (21+  per  request)
	[***]
	[***]
	[***]%
	 

	2A54


	Password resets
	[***]
	[***]%
	[***]%
	 

	2A55


	Privilege changes
	[***]
	[***]%
	[***]%
	 

	2A56


	Disable user account
	[***]
	[***]%
	[***]%
	 

	2A57


	Terminate user account
	[***]
	[***]%
	[***]%
	 

	 
	Asset Tracking

	2A60


	Accuracy  of  asset  database  for Symetra   Software   and  Symetra Equipment
	[***]
	[***]%
	[***]%
	 

	2A61


	Accuracy of data for ACS Equipment and ACS Software
	[***]
	[***]%
	[***]%
	 

	 
	Continuity and Disaster Recovery

	2A70


	Disaster recovery testing
	[***]
	[***]%
	[***]%
	 

	 
	Customer Satisfaction
	 
	 
	 
	 

	2A80


	Periodic sample satisfaction
	[***]
	[***]%
	[***]%
	 

	 
	Schedule 2G Output Processing

	 
	Forms Coding, Creation and Maintenance

	2G1


	New and modified form coding to be completed and available for system testing.  This task is inclusive of dynamic and static forms.
	Per negotiated code complete date as detailed in Symetra approved Service Request.  It will not be considered missed if negotiated date passes due to Symetra actions.
	[***]%
	[***]%
	 

	2G2


	Move code or form to production
	Per negotiated end date as detailed in Symetra approved Service Request. It will not be considered missed if negotiated date passes due to Symetra actions.
	 [***]%
	[***]%
	 

	 
	Daily Production Processing









Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by Symetra Financial Corporation, this information has been filed separately with the Securities and Exchange Commission.




	
						
	SLA #
	

Service Level Agreement
	

Performance Requirement
	

SLR
	Weighting
Factor %
	Compound SLA*

	2G10


	Daily, weekly, monthly production print jobs – ACS Location
	Print, package, postage, and mailing of discrete batch jobs completed[***]after receipt in ACS Location provided the associated files are received by[***]local ACS Location time.
	[***]%
	[***]%
	 

	2G11


	Daily and weekly production print jobs – Bellevue contracts and policies
	Print, and provide for distribution of, contracts and policies by[***]after receipt in Bellevue Location FTP Server provided all files are received by[***]local ACS Location time.
	[***]%
	[***]%
	 

	2G12


	Daily, weekly, monthly production print  jobs  –  Bellevue  (all  work except    contracts,    policies    and checks)
	Print and provide for distribution of discrete batch jobs completed by [***]after receipt in  ACS  Location  FTP  Server  provided  all files  are  received  by [***] local  ACS Location Time
	[***]%
	[***]%
	 

	2G13


	Daily, weekly, monthly mainframe print queue jobs – Bellevue
	Print, and provide for distribution of, discrete batch jobs completed by[***]the same Business Day provided files are received by[***]
	[***]%
	[***]%
	 

	2G14


	Make   form   available   to   view online—iProof
	Jobs successfully completed prior to [***]must be available for viewing by [***]the same Business Day.   Provided that all files are received at ACS Location prior to [***] local ACS location time.
	[***]%
	[***]%
	 

	2G15


	Make   form   available   to   view online – archive
	Jobs  successfully completed must be available for on-line viewing [***]as print file becomes available to print queue
	[***]%
	[***]%
	 

	2G16


	Check processing -ACS Location
	Print, package, postage, and mailing of discrete batch jobs completed same day as receipt  in  ACS  Location provided file  is  received by [***]local ACS Location time
	[***]%
	[***]%
	 

	2G17


	Check processing-Bellevue
	Checks printed and available for distribution by[***]when job received no later than [***] on ACS FTP location provided check stock is available.
	[***]%
	[***]%
	 

	2G18


	Check processing – Bellevue special handling
	Checks printed and available for distribution by [***]when job received no later than[***] on  ACS  FTP  location  provided check stock is delivered to print operation by [***]
	[***]%
	[***]%
	 

	2G19


	Quarterly  and  annual  production print
	Print,  package,  postage,  and  mailing  completed per negotiated schedule as detailed in Symetra/ACS operational meetings
	[***]%
	[***]%
	 

	2G20


	Returns  for  mail  ruined  during processing and handling
	Recreate and mail by [***] Mail ruined during pre-sort process will be delayed an additional [***]
	[***]%
	[***]%
	 

	 
	Testing

	2G30


	Provide test print and on-line viewing of test jobs.
	Unless previously negotiated with Symetra, provide test print in Bellevue and if applicable available on-line within [***]after receipt in ACS Location FTP Server providing ACS receives valid job data.
	[***]%
	[***]%
	 









Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by Symetra Financial Corporation, this information has been filed separately with the Securities and Exchange Commission.




	
						
	SLA #
	

Service Level Agreement
	

Performance Requirement
	

SLR
	Weighting
Factor %
	Compound SLA*

	 
	Quality Assurance

	2G40


	All   post-production   output   received by Symetra clients are read- able, packaged with proper collateral, void of fulfillment or insertion errors.
	At the conclusion of the Root Cause Analysis process, the performance of [***] will be derived by dividing the total number of errors by the total number mailed for that job. Derive the performance of [***] by dividing the total number of failed jobs by total number of jobs run for that month.  (for example: a job has total mailing of[***]and but through the Root Cause Analysis process it is deter- mined that [***] have errors, this would be a failed job; to fail this SLR, ACS would have to fail [***]jobs on a projected [***] job month).
	[***]%
	[***]%
	 

	 
	Schedule 2H Content Management

	 
	Image Archive

	2H1


	Online viewing
	[***]
	[***]%
	[***]%
	 

	 
	Capture Management

	2H10


	Scanning
	[***]
	[***]%
	[***]%
	 

	2H11


	Indexing
	[***]
	[***]%
	[***]%
	 

	2H12


	Timeliness of turnaround – front- end note: If any performance target of this SLR is missed, the entire SLR is considered missed
	[***]
	[***]%
	[***]%
	 

	2H13


	Timeliness of turnaround-back-end
	[***]
	[***]%
	[***]%
	 

	2H14


	Fiche conversion
	[***]
	[***]%
	[***]%
	 

	2H15


	Records retention and destruction
	[***]
	[***]%
	[***]%
	 

	2H16


	Requests for originals
	[***]
	[***]%
	[***]%
	 

	Symetra and ACS will mutually agree in writing to the Spec Sheet parameters. Any Spec Sheet modifications will be agreed to by the Parties in writing.


* SLAs that include multiple service measures; ACS will provide transparency to the individual service measurements as requested.


**At six months from the Restatement Date and quarterly thereafter as part of the established governance process, Symetra and ACS will review the SLR performance achieved during the immediately preceding three (3) months. If SLR performance in each of the three (3) preceding months exceeded the then effective SLRs, the arithmetic average of such SLRs will become the new SLR effective the following month not to exceed 99%.  If in any one of the (3) months under review the actual performance is below the then effective SLR, no change will be applied.


*** Batch process letter of understanding regarding batch job LPA10416 will be finalized before the end of the first quarter of Con- tract Year one (1).


Bolded SLA#’s were updated 1 January 2014.