EX-10.1






 August 26, 2010



Richard J. Lindsay


5355 84th Place SE


Mercer Island, WA 98040



Re: Your Separation From Symetra Life Insurance Company



Dear Rich:



This is a revised version of the agreement we gave you on August 6, 2010. As we have
discussed, your employment with Symetra Life Insurance Company (“Symetra”) will end on August 31,
2010. This Separation Agreement and General Release (“Agreement”) is intended to clearly explain
the terms related to the end of your employment with Symetra. By signing and returning this
Agreement, you will signify your agreement to these terms, and the Agreement will become binding.



1. Separation from Employment. Your employment with Symetra will end effective August
31, 2010, which will be referred to as the “Separation Date.” You will receive your regular pay
and benefits through the Separation Date and payment will be made with the next regularly scheduled
payroll after your Separation Date. Normal payroll and withholding taxes will be deducted from
this payment.



2. Resignation as Officer and Director. On the date of execution of this Agreement,
you will resign as an officer and director of Symetra and each of its affiliates, and will cease to
earn or accrue or participate in any plans or programs providing any compensation or benefits
solely in respect of service as an officer or director.



3. Transition. You agree to sign all documents needed to effectuate your separation
from Symetra and the transition of your job duties and responsibilities, no later than your
Separation Date.



4. Duties. From the date of execution of this Agreement, and until your Separation
Date, you will not be an executive, officer, or director of Symetra or any of its affiliates; no
other employee of Symetra will report to you; and you will only have such authority as specifically
assigned to you by Symetra.  



5. Accrued Vacation. Symetra will pay to you all of your accrued but unused vacation
earned up to the Separation Date. This payment will be made with the next regularly scheduled
payroll after your Separation Date. Normal payroll and withholding taxes will be deducted from
this payment.



6. 401(k) Plan. Following your Separation Date, you will retain any earned and vested
retirement benefits under Symetra’s 401(k) plan.



7. Annual Incentive Bonus. Following your Separation Date, you will not be eligible
for any bonus payment under Symetra’s annual incentive bonus plan.



8. Equity Plan; Performance Share Plan. On your Separation Date, you will forfeit all
benefits under the Symetra Financial Corporation Equity Plan, including restricted stock and
performance units. You will also forfeit all benefits under Symetra’s Performance Share Plan.



9. Severance Payment. To assist you in your transition to new employment, Symetra
will pay you, as severance pay, a total of $666,691, less applicable tax withholdings and
deductions, in a lump sum after the Effective Date of this Agreement.



10. Group Medical Benefits Coverage.  You and your dependents may elect a temporary
extension of group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of
1985, commonly known as “COBRA.” You will receive separate forms that describe your COBRA rights
and give you and your dependents the opportunity to continue your health insurance coverage.
Provided you timely and properly elect to continue your health insurance coverage through COBRA and
remain eligible for such coverage, Symetra will pay the employer COBRA premiums for six months for
you and any covered dependents who were covered under your group medical benefits plan as of your
Separation Date.



11. No Other Payments. Except as described above, including payment for any unpaid
salary and benefits attributable to your employment prior to the Separation Date and reasonable
business expenses incurred by you on or before the Separation Date and not yet reimbursed, you
acknowledge and agree that you are not entitled to any other compensation, severance, benefits or
other payments in connection with your employment or positions with Symetra or the termination
thereof.



12. Return of Property. On or before your Separation Date, you will return to Symetra
all company-owned property in your possession, including without limitation all keys or access
cards to company buildings or property, all business credit cards, all passwords to Symetra’s
electronic communication systems or any password protected documents, all company-owned equipment
such as a laptop, printer, scanner or Blackberry, and all Symetra documents and papers (such as,
without limitation, representative lists and strategic planning and financial documents), including
but not limited to trade secrets or confidential information. Any payment under this Agreement
will be delayed until you return all of Symetra’s property.



13. Release. In exchange for the severance pay and other benefits you receive under
this Agreement, you (on behalf of yourself and your marital community) irrevocably and
unconditionally waive and release Symetra and all of its parent, affiliated or subsidiary
organizations, any Symetra employee benefit plans and each of their respective directors, officers,
agents, trustees, employees, employee-spouses, successors and assigns (collectively referred to as
“the Symetra Releasees”), jointly and severally, from any and all claims, causes of action,
agreements, attorneys’ fees and costs, expenses, damages, promises, demands or otherwise
(“Claims”), whether known or unknown, in law or equity, accrued or unaccrued, contingent or
noncontingent, arising at any time up to and including the date you execute this Agreement. This
release includes, but is not limited to, and only by way of example:




	 	a.	 	all Claims arising from or relating to your employment or positions
with any of the Symetra Releasees, or the termination thereof;






	 	b.	 	any and all Claims arising under federal, state or local laws
prohibiting discrimination or harassment in employment including Title VII of the
Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans
with Disabilities Act, the Family and Medical Leave Act, 42 U.S.C. § 1981, the
State of Washington Law Against Discrimination (RCW 49.60);






	 	c.	 	any and all Claims arising under the Employee Retirement Income and
Security Act of 1974, as amended, or any benefit plan, policy or program
established by Symetra;






	 	d.	 	any and all Claims arising under any federal, state or local law
relating to the payment of wages or other compensation or the hours of work, or
any other compensation in any form whatsoever from Symetra (except as provided by
this Agreement) including but not limited to any claims for wages, bonuses,
commissions, equity, vacation pay or other similar remuneration;






	 	e.	 	any and all tort or contract Claims or any other Claims arising from
any alleged legal restrictions of the right of Symetra to compensate, manage or
terminate its employees;






	 	f.	 	any and all Claims arising under any contract or agreement, whether
written or oral, between you and Symetra relating to any subject; and






	 	g.	 	any and all Claims arising under the common law of any jurisdiction,
including, but not limited to, all claims for breach of contract, defamation,
interference with contractual/prospective economic advantage, invasion of privacy,
promissory estoppel, negligence, breach of the covenant of good faith and fair
dealing, fraud, emotional distress, and wrongful discharge/termination.





This release does not prohibit you from filing an administrative charge with the Equal Employment
Opportunity Commission or assisting with a governmental investigation but shall constitute a
release and waiver of any claim or right to monetary damages or other relief in such a charge.



14. Agreement Not to Sue. You agree that you will not at any time maintain or file
any lawsuit or assert any claim against any Symetra Releasee for any damage or loss related in any
way to your employment or association with Symetra, except a claim to enforce this Agreement or a
charge with the EEOC as identified above.



15. Voluntary Agreement. This Agreement requires careful consideration. By signing
it, you are confirming that you do so voluntarily and you have not signed it as a result of any
coercion. You have 21 days after receipt of this Agreement to consider its terms and conditions.
You are encouraged to consult with an attorney prior to signing it. You should sign it only after
careful consideration. In the event that you sign this Agreement before the expiration of this
consideration period, you waive the rest of your consideration time.



16. Revocation Period. After you sign this Agreement, you have seven days to revoke
it. If you wish to revoke it, you must notify Christine Katzmar Holmes in writing within seven
days of signing the Agreement. This Agreement will be effective on the eighth day after you sign
it, which shall be referred to as the “Effective Date”.



17. References. All inquiries about you including any requests for reference
information must be directed to Symetra Human Resources, who will confirm your dates of employment,
position and duties. This is consistent with Symetra’s general policy regarding references.



18. Other Communications. You agree not to defame, or make any disparaging or untrue
statements that are intended to cause harm to Symetra or any of its shareholders, directors or
officers in any medium to any person or entity without limitation in time. Symetra shall control
the timing, content and manner of any internal, external and media communication concerning the
termination of your employment with Symetra.



19. No Admission of Liability. This Agreement will not be evidence of any violation
of any statute or law, or any wrongdoing or liability on the part of Symetra or its employees.



20. Confidentiality. By signing this Agreement, you agree to keep confidential and
not use or disclose any confidential, trade secret or any other information concerning Symetra, its
business, employees, marketing strategies and other information not publicly available. You also
agree to abide by any agreements with respect to confidentiality that you have signed. You must
also keep the terms of this Agreement confidential, except that you can share the information with
your spouse, attorney or accountant provided each promises to keep the information confidential.



21. Post Separation Assistance. Upon Symetra’s reasonable request, you agree to make
yourself available after your Separation Date to advise Symetra regarding matters you handled, or
about disputes with third parties with which you were familiar or involved. You also agree to
cooperate fully with Symetra in connection with all pending or threatened litigation, arbitration,
mediation, or similar proceedings in which you are or may be needed as a witness.



22. Entire Agreement. This Agreement contains the entire understanding between you
and Symetra regarding your departure from Symetra. By signing this Agreement, you acknowledge and
agree that you are not relying on any promise or representation, written or oral, other than those
that are specifically stated in this Agreement. If any provision of this Agreement is determined
to be invalid or unenforceable, the rest of this Agreement will remain enforceable. This Agreement
will be deemed to have been entered into in the State of Washington and will be interpreted and
enforced under Washington law.



As you review the terms of this Agreement, please contact Christine Katzmar Holmes if you have
any questions about its terms.



Sincerely,




	 	 	/s/ Christine Katzmar Holmes





Christine Katzmar Holmes


Symetra Life Insurance Company



I ACKNOWLEDGE AND UNDERSTAND THAT THE ABOVE AGREEMENT INCLUDES A RELEASE OF ALL CLAIMS, KNOWN AND
UNKNOWN, AND EXECUTE THIS AGREEMENT WITH FULL KNOWLEDGE OF ITS CONTENTS AND OPPORTUNITY FOR
CONSULTATION WITH LEGAL COUNSEL. I AGREE TO THE TERMS OF THIS AGREEMENT, AND ACKNOWLEDGE AND AGREE
THAT BY SIGNING BELOW THIS AGREEMENT IS A VALID AND BINDING AGREEMENT.



	 	 	 
	Dated:       8/27/2010      
	 	_/s/ Richard J. Lindsay—

	 
	 	 

	 	 	Richard J. Lindsay