exv10w23






Exhibit 10.23




Amended and Restated

May 11, 2010*




Symetra Financial Corporation




EMPLOYEE STOCK PURCHASE PLAN



     The following constitute the provisions of the Employee Stock Purchase Plan of Symetra
Financial Corporation.



     1. Purpose. The purpose of the Plan is to provide employees of the Company and its
Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through
accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an
“Employee Stock Purchase Plan” under Section 423 of the Code. The provisions of the Plan,
accordingly, shall be construed so as to extend and limit participation in a uniform and
nondiscriminatory basis consistent with the requirements of Section 423.



     2. Definitions.


          (a) “Administrator” shall mean the Board or any Committee designated by the Board to
administer the plan pursuant to Section 14.


          (b) “Board” shall mean the Board of Directors of the Company.


          (c) “Change of Control” shall, for the purpose of this plan, occur if:




(i) Any person or group (within the meaning of Section 13(d) and 14(d)(2) of
the Exchange Act), other than (x) White Mountains Insurance Group, Ltd.,
Berkshire Hathaway, Inc. or the respective wholly owned subsidiaries
thereof, as applicable (the “Significant Investors”), (y) an underwriter
temporarily holding Shares in connection with a public issuance thereof or
(z) 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 (35%) or more of the Company’s then outstanding
Shares and such ownership percentage exceeds the beneficial ownership
percentage of the Significant Investors in the Company’s then outstanding
Shares;




(ii) the Continuing Directors (defined as a member of the Board who
either was a member of the Board on the Effective Date, or subsequently
became a director of the Company and whose election, or nomination for
election by the Company’s shareholders was approved by a vote of a majority
of the Continuing Directors then on the Board (which term, for purposes of
this definition, shall mean the whole Board and not any committee thereof),
but excluding any such individual whose initial assumption of office
occurred pursuant to an actual or threatened proxy contest or consent
solicitation with respect to the election or removal of directors) cease for
any reason to constitute a majority of the Board of the Company;




 



*     Paragraph 6(e) amended.




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(iii) the business of the Company and its subsidiaries is disposed of by
the Company pursuant to a sale or other disposition of all or substantially
all of the business or business-related assets of the Company and its
subsidiaries.



          (d) “Code” shall mean the Internal Revenue Code of 1986, as amended.


          (e) “Committee” means the Compensation Committee of the Board appointed by the Board
in accordance with Section 14 hereof.


          (f) “Common Stock” shall mean the common stock of the Company.


          (g) “Company” shall mean Symetra Financial Corporation, a Delaware corporation.


          (h) “Compensation” shall mean all taxable compensation reportable by Employer on IRS
Form W-2, before any salary reduction contributions made to an Employee-sponsored cafeteria,
qualified transportation fringe, simplified employee pension, 401(k), 457(b) or 403(b) plan, and
including sales incentive compensation and overtime pay; but excluding reimbursements or other
expense allowances, fringe benefits, moving expenses, deferred compensation, welfare benefits,
Annual Incentive Bonus (AIB), any other bonus, the taxable value of qualified or non-qualified
stock option, severance pay, Employer-paid cash and non-cash fringe benefits, long-term disability
benefits, and any long term incentive plan payments to include the Performance Share Plan.


          (i) “Designated Subsidiary” shall mean any Subsidiary selected by the Administrator as
eligible to participate in the Plan and noted on Schedule A. Schedule A may be modified by the
Administrator.


          (j) “Eligible Employee” shall mean any individual who is a salaried employee of the
Company or any Designated Subsidiary and whose customary employment with the Company or Designated
Subsidiary is at least twenty (20) hours per week and more than five (5) months in any calendar
year. For purposes of the Plan, the employment relationship shall be treated as continuing intact
while the individual is on sick leave or other leave of absence approved by the Company. Where the
period of leave exceeds 90 days and the individual’s right to reemployment is not guaranteed either
by statute or by contract, the employment relationship shall be deemed to have terminated on the
91st day of such leave.


          (k) “Fair Market Value” of a Share shall mean, as of any date, (i) the closing per
share sales price of the Shares (A) as reported by the NYSE for such date or (B) if the Shares are
listed on any other national stock exchange, as reported on the stock exchange composite tape for
securities traded on such stock exchange for such date or, with respect to each of clauses (A) and
(B), if there were no sales on such date, on the closest preceding date on which there were sales
of Shares or (ii) in the event there shall be no public market for the Shares on such date, the
fair market value of the Shares as determined in good faith by the Committee.
Notwithstanding the above, in the event of a Change in Control, the Committee as constituted



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immediately prior to the Change in Control shall determine the manner in which “Fair Market Value”
of Shares will be determined following the Change in Control.


          (l) “Offering Date” shall mean the first Trading Day of each Offering Period.


          (m) “Offering Periods” shall mean the periods of approximately six (6) months during
which payroll deductions of the participants are accumulated under this Plan, commencing on the
first Trading Day on or immediately after February 15 and August 15 of each year and terminating on
the next August 14 or February 14, respectively; provided, however, that in the event the first day
of an Offering Period would not fall on a Trading Day, the Offering Period shall instead begin on
the next Trading Day, and in the event the last day of an Offering Period would not fall on a
Trading Day, the Offering Period shall instead end on the Trading Day immediately prior to such
date. The first Offering Period under the Plan shall commence on the first February 15 or August
15 immediately following the date upon which public trading of shares of the Common Stock commences
on a national securities exchange. The duration and timing of Offering Periods may be changed
pursuant to Section 4 of this Plan.


          (n) “Plan” shall mean this Employee Stock Purchase Plan.


          (o) “Purchase Date” shall mean the last day of each Purchase Period.


          (p) “Purchase Periods” shall mean periods of approximately three (3) months within an
Offering Period, with the first Purchase Period of each Offering Period commencing on the first day
of the Offering Period (for example, February 15 or August 15) and ending on the next May 14 or
November 14, respectively, and with the second Purchase Period of each Offering Period commencing
the next Trading Day following the end of the first Purchase Period (for example, May 15 or
November 15) and ending on the next August 14 or February 14, respectively; provided that in the
event the beginning of a Purchase Period would not fall on a Trading Day, the Purchase Period shall
instead begin on the next Trading Day, and in the event the last date of a Purchase Period would
not fall on a Trading Day, the Purchase Period shall instead end on the Trading Day immediately
prior to such date.


          (q) “Purchase Price” shall mean eighty-five percent (85%) of the Fair Market Value of
a share of Common Stock on the applicable Purchase Date; provided however, that the Purchase Price
may be adjusted by the Administrator pursuant to Section 20.


          (r) “Subsidiary” shall mean a “subsidiary corporation,” whether now or hereafter
existing, as defined in Section 424(f) of the Code.


          (s) “Trading Day” shall mean a day on which national stock exchanges and the NYSE
System are open for trading.



     3. Eligibility.



          (a) Offering Periods. Any individual who is an Eligible Employee one month prior to an
Offering Date shall be eligible to participate in the Plan for that Offering Period.



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          (b) Limitations. Any provisions of the Plan to the contrary notwithstanding, no
Eligible Employee shall be granted an option under the Plan (i) to the extent that, immediately
after the grant, such Eligible Employee (or any other person whose stock would be attributed to
such Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the
Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of the capital stock of the Company or
of any Subsidiary, or (ii) to the extent that his or her rights to purchase stock under all
employee stock purchase plans of the Company and its subsidiaries under Section 423 of the Code
accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock (determined
at the fair market value of the shares at the time such option is granted) for each calendar year
in which such option is outstanding at any time.



     4. Offering Periods. The Plan shall be implemented by consecutive Offering Periods,
which will continue until terminated in accordance with Section 20 hereof. The Committee shall have
the power to change the duration of Offering Periods (including the commencement dates thereof)
with respect to future offerings without shareholder approval if such change is announced prior to
the scheduled beginning of the first Offering Period to be affected thereafter.



     5. Participation.


          (a) First Offering Period. An Eligible Employee shall be entitled to participate in
the first Offering Period only if such individual submits a subscription agreement authorizing
payroll deductions in a form determined by the Administrator (i) no earlier than the effective date
of the Form S-8 registration statement with respect to the issuance of Common Stock under the Plan
and (ii) no later than five (5) business days (or such other number of days as determined by the
Administrator) from the effective date of such S-8 registration statement (the “Enrollment
Window”). An Eligible Employee’s failure to submit the subscription agreement during the
Enrollment Window shall result in the automatic termination of such individual’s participation in
the Offering Period.


          (b) Subsequent Offering Periods. An Eligible Employee may become a participant in the
Plan with respect to Offering Periods after the first Offering Period by completing a subscription
agreement authorizing payroll deductions in a form determined by the Administrator and filing it
with the Company’s payroll office prior to the applicable Offering Date.



     6. Payroll Deductions.



          (a) At the time a participant files his or her subscription agreement, he or she shall elect
to have payroll deductions made on each pay day during the Offering Period in an
amount not exceeding fifteen percent (15%) of the Compensation which he or she receives on
each pay day during the Offering Period (or such lower limit as determined by the Committee), but
in any event not to exceed the limit specified in Section 3(b); provided, however, that should a
payday occur on an Purchase Date, a participant shall have the payroll deductions made on



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such day
applied to his or her account under the new Offering Period or Purchase Period, as the case may be.
A participant’s subscription agreement shall remain in effect for successive Offering Periods
unless terminated as provided in Section 10 hereof.


          (b) Payroll deductions for a participant shall commence on the first payday following the
Offering Date and shall end on the last payday in the Offering Period to which such authorization
is applicable, unless sooner terminated by the participant as provided in Section 10 hereof;
provided, however, that for the first Offering Period, payroll deductions shall commence on the
first payday on or following the end of the Enrollment Window.


          (c) All payroll deductions made for a participant shall be credited to his or her account
under the Plan and shall be withheld in whole percentages only. A participant may not make any
additional payments into such account.


          (d) A participant may discontinue his or her participation in the Plan as provided in Section
10 hereof, or may increase or decrease the rate of his or her payroll deductions during the
Offering Period by completing or filing with the Company a new subscription agreement authorizing a
change in payroll deduction rate. The Administrator may, in its discretion, limit the nature
and/or number of participation rate changes during any Offering Period. The change in rate shall
be effective with the first full payroll period following ten (10) business days after the
Company’s receipt of the new subscription agreement unless the Company elects to process a given
change in participation more quickly.


          (e) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b) (8)
of the Code and Section 3(b) hereof, the Company may decrease a participant’s payroll
deductions to zero percent (0%) at any time during a Purchase Period. After such a change
payroll deductions may recommence as soon as the beginning of the first Purchase
Period which is scheduled to end in the following calendar year, or at any time thereafter,
provided the participant timely elects to increase his or her payroll deduction above zero
percent (0%).1


          (f) At the time the option is exercised, in whole or in part, or at the time some or all of
the Company’s Common Stock issued under the Plan is disposed of, the participant must make adequate
provision for the Company’s federal, state, or other tax withholding obligations, if any, which
arise upon the exercise of the option or the disposition of the Common Stock. At any time, the
Company may, but shall not be obligated to, withhold from the participant’s compensation the amount
necessary for the Company to meet applicable withholding obligations, including any withholding
required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by the
Eligible Employee.





 




			
	1	 	Underlining added to highlight new text effective 05/11/10.




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     7. Grant of Option. On the Offering Date of each Offering Period, each Eligible
Employee participating in such Offering Period shall be granted an option to purchase on each
Purchase Date during such Offering Period (at the applicable Purchase Price) up to a number of
shares of the Company’s Common Stock determined by dividing such Eligible Employee’s payroll
deductions accumulated prior to such Purchase Date and retained in the Participant’s account as of
the Purchase Date by the applicable Purchase Price; and provided that such purchase shall be
subject to the limitations set forth in Sections 3(b) and 12 hereof. The Eligible Employee may
accept the grant of such option by turning in a completed Subscription Agreement to the Company on
or prior to an Offering Date, or with respect to the first Offering Period, prior to the last day
of the Enrollment Window. The Administrator may, for future Offering Periods, increase or
decrease, in its absolute discretion, the maximum number of shares of the Company’s Common Stock an
Eligible Employee may purchase during each Purchase Period of such Offering Period. Exercise of
the option shall occur as provided in Section 8 hereof, unless the participant has withdrawn
pursuant to Section 10 hereof. The option shall expire on the last day of the Offering Period.



     8. Exercise of Option.


          (a) Unless a participant withdraws from the Plan as provided in Section 10 hereof, his or her
option for the purchase of shares shall be exercised automatically on the Purchase Date, and the
maximum number of full shares subject to option shall be purchased for such participant at the
applicable Purchase Price with the accumulated payroll deductions in his or her account. No
fractional shares shall be purchased; any payroll deductions accumulated in a participant’s account
which are not sufficient to purchase a full share shall be retained in the participant’s account
for the subsequent Purchase Period or Offering Period, subject to earlier withdrawal by the
participant as provided in Section 10 hereof. Any other funds left over in a participant’s account
after the Purchase Date shall be returned to the participant. During a participant’s lifetime, a
participant’s option to purchase shares hereunder is exercisable only by him or her.


          (b) If the Administrator determines that, on a given Purchase Date, the number of shares with
respect to which options are to be exercised may exceed (i) the number of shares of Common Stock
that were available for sale under the Plan on the Offering Date of the applicable Offering Period,
or (ii) the number of shares available for sale under the Plan on such Purchase Date, the
Administrator may in its sole discretion (x) provide that the Company shall make a pro rata
allocation of the shares of Common Stock available for purchase on such Offering Date or Purchase
Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in
its sole discretion to be equitable among all participants exercising options to purchase Common
Stock on such Purchase Date, and continue all Offering Periods then in effect, or (y) provide that
the Company shall make a pro rata allocation of the shares available for purchase on such Offering
Date or Purchase Date, as applicable, in as uniform a manner as shall be practicable and as it
shall determine in its sole discretion to be equitable among all participants exercising options to
purchase Common Stock on such Purchase Date,
and terminate any or all Offering Periods then in effect pursuant to Section 20 hereof. The
Company may make pro rata allocation of the shares available on the Offering Date of any applicable
Offering Period pursuant to the preceding sentence, notwithstanding any authorization 

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of additional
shares for issuance under the Plan by the Company’s shareholders subsequent to such Offering Date.



     9. Delivery. As soon as reasonably practicable after each Purchase Date on which a
purchase of shares occurs, the Company shall arrange the delivery to each participant the shares
purchased upon exercise of his or her option in a form determined by the Administrator.



     10. Withdrawal.


          (a) A participant may withdraw all but not less than all the payroll deductions credited to
his or her account and not yet used to exercise his or her option under the Plan at any time by
giving written notice to the Company in a form determined by the Administrator to this Plan five
(5) or more business days prior to the Purchase Date as designated by the Administrator. All of
the participant’s payroll deductions credited to his or her account shall be paid to such
participant promptly after receipt of notice of withdrawal and such participant’s option for the
Offering Period shall be automatically terminated, and no further payroll deductions for the
purchase of shares shall be made for such Offering Period. If a participant withdraws from an
Offering Period, payroll deductions shall not resume at the beginning of the succeeding Offering
Period unless the participant delivers to the Company a new subscription agreement.


          (b) A participant’s withdrawal from an Offering Period shall not have any effect upon his or
her eligibility to participate in any similar plan which may hereafter be adopted by the Company or
in succeeding Offering Periods which commence after the termination of the Offering Period from
which the participant withdraws.



     11. Termination of Employment. Termination of a participant’s employment for any
reason, including retirement, death or the failure of a participant to remain an Eligible Employee
of the Company or of a Designated Subsidiary, immediately terminates his or her participation in
this Plan. In such event, the payroll deductions credited to the participant’s account during the
Offering Period but not yet used to purchase shares under the Plan will be returned without
interest to him or her or, in the case of his or her death, to the person or persons entitled
thereto under Section 15 hereof. For purposes of this Section 11, an employee will not be deemed
to have terminated employment or failed to remain in the continuous employ of the Company or of a
Designated Subsidiary in the case of sick leave, military leave, or any other leave of absence
approved by the Board; provided that such leave is for a period of not more than ninety (90) days
or reemployment upon the expiration of such leave is guaranteed by contract or statute.



     12. Interest. No interest shall accrue on the payroll deductions of a participant in
the Plan.



     13. Stock.


          (a) Subject to adjustment upon changes in capitalization of the Company as provided in Section
19 hereof, the maximum number of shares of the Company’s Common Stock 

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which shall be made available
for sale under the Plan shall be eight hundred seventy thousand (870,000) shares.


          (b) Until the shares are issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), a participant shall only have the
rights of an unsecured creditor with respect to such shares, and no right to vote or receive
dividends or any other rights as a stockholder shall exist with respect to such shares.


          (c) Shares to be delivered to a participant under the Plan shall be registered in the name of
the participant or in the name of the participant and his or her spouse.



     14. Administration. The Administrator shall administer the Plan and shall have full
and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to
determine eligibility and to adjudicate all disputed claims filed under the Plan. Every finding,
decision and determination made by the Administrator shall, to the full extent permitted by law, be
final and binding upon all parties.



     15. Designation of Beneficiary.


          (a) A participant may file a written designation of a beneficiary who is to receive any shares
and cash, if any, from the participant’s account under the Plan in the event of such participant’s
death subsequent to a Purchase Date on which the option is exercised but prior to delivery to such
participant of such shares and cash. In addition, a participant may file a written designation of
a beneficiary who is to receive any cash from the participant’s account under the Plan in the event
of such participant’s death prior to exercise of the option. If a participant is married and the
designated beneficiary is not the spouse, spousal consent shall be required for such designation to
be effective.


          (b) Such designation of beneficiary may be changed by the participant at any time by written
notice. In the event of the death of a participant and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such participant’s death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate of the participant,
or if no such executor or administrator has been appointed (to the knowledge of the Company), the
Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more
dependents or relatives of the participant, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.


          (c) All beneficiary designations shall be in such form and manner as the Administrator may
designate from time to time.



     16. Transferability. Neither payroll deductions credited to a participant’s account
nor any rights with regard to the exercise of an option or to receive shares under the Plan may be
assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the
laws of descent and distribution or as provided in Section 15 hereof) by the participant. Any such



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attempt at assignment, transfer, pledge or other disposition shall be without effect, except that
the Company may treat such act as an election to withdraw funds from an Offering Period in
accordance with Section 10 hereof.



     17. Use of Funds. All payroll deductions received or held by the Company under the
Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated
to segregate such payroll deductions. Until shares are issued, participants shall only have the
rights of an unsecured creditor.



     18. Reports. Individual accounts shall be maintained for each participant in the
Plan. Statements of account shall be given to participating Eligible Employees at least annually,
which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number
of shares purchased and the remaining cash balance, if any.



     19. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Change
of Control.


          (a) Changes in Capitalization. Subject to any required action by the shareholders of
the Company, the maximum number of shares of the Company’s Common Stock which shall be made
available for sale under the Plan, the maximum number of shares each participant may purchase each
Purchase Period (pursuant to Section 7), the number of shares that may be added annually to the
shares reserved under the Plan (pursuant to Section 13(a)(i), as well as the price per share and
the number of shares of Common Stock covered by each option under the Plan which has not yet been
exercised shall be proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other change in the number of shares of
Common Stock effected without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to have been “effected
without receipt of consideration.” Such adjustment shall be made by the Administrator, whose
determination in that respect shall be final, binding and conclusive. Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an option.


          (b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Offering Period then in progress shall be shortened by setting a
new Purchase Date (the “New Purchase Date”), and shall terminate immediately prior to the
consummation of such proposed dissolution or liquidation, unless provided otherwise by the
Administrator. The New Purchase Date shall be before the date of the Company’s proposed
dissolution or liquidation. The Administrator shall notify each participant in writing, at least
ten (10) business days prior to the New Purchase Date, that the Purchase Date for the participant’s
option has been changed to the New Purchase Date and that the participant’s option shall be
exercised automatically on the New Purchase Date, unless prior to such date the participant
has withdrawn from the Offering Period as provided in Section 10 hereof.


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          (c) Merger or Change of Control. In the event of a merger or Change of Control, each
outstanding option shall be assumed or an equivalent option substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In the event that the
successor corporation refuses to assume or substitute for the option, any Purchase Periods then in
progress shall be shortened by setting a New Purchase Date and any Offering Periods then in
progress shall end on the New Purchase Date. The New Purchase Date shall be before the date of the
Company’s proposed merger or Change of Control. The Administrator shall notify each participant in
writing, at least ten (10) business days prior to the New Purchase Date, that the Purchase Date for
the participant’s option has been changed to the New Purchase Date and that the participant’s
option shall be exercised automatically on the New Purchase Date, unless prior to such date the
participant has withdrawn from the Offering Period as provided in Section 10 hereof.



     20. Amendment or Termination.


          (a) The Administrator may at any time and for any reason terminate or amend the Plan. Except
as otherwise provided in the Plan, no such termination can affect options previously granted,
provided that an Offering Period may be terminated by the Administrator on any Purchase Date if the
Administrator determines that the termination of the Offering Period or the Plan is in the best
interests of the Company and its shareholders. Except as provided in Section 19 and this Section
20 hereof, no amendment may make any change in any option theretofore granted which adversely
affects the rights of any participant. To the extent necessary to comply with Section 423 of the
Code (or any successor rule or provision or any other applicable law, regulation or stock exchange
rule), the Company shall obtain shareholder approval in such a manner and to such a degree as
required.


          (b) Without shareholder consent and without regard to whether any participant rights may be
considered to have been “adversely affected,” the Administrator shall be entitled to change the
Offering Periods, limit the frequency and/or number of changes in the amount withheld during an
Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other
than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant
in order to adjust for delays or mistakes in the Company’s processing of properly completed
withholding elections, establish reasonable waiting and adjustment periods and/or accounting and
crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each
participant properly correspond with amounts withheld from the participant’s Compensation, and
establish such other limitations or procedures as the Administrator determines in its sole
discretion advisable which are consistent with the Plan.


          (c) In the event the Administrator determines that the ongoing operation of the Plan may
result in unfavorable financial accounting consequences, the Board may, in its discretion and, to
the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting
consequence including, but not limited to:



               (i) increasing the Purchase Price for any Offering Period including an Offering Period
underway at the time of the change in Purchase Price;



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               (ii) shortening any Offering Period so that Offering Period ends on a new Purchase Date,
including an Offering Period underway at the time of the Board action; and



               (iii) allocating shares.



Such modifications or amendments shall not require stockholder approval or the consent of any Plan
participants.




     21. Notices. All notices or other communications by a participant to the Company
under or in connection with the Plan shall be deemed to have been duly given when received in the
form and manner specified by the Company at the location, or by the person, designated by the
Company for the receipt thereof.



     22. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an
option unless the exercise of such option and the issuance and delivery of such shares pursuant
thereto shall comply with all applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.



     23. Term of Plan. The Plan shall become effective upon the earlier to occur of its
adoption by the Board of Directors or its approval by the shareholders of the Company. It shall
continue in effect until terminated under Section 20 hereof.



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SCHEDULE A




Symetra Financial Corporation




Designated Subsidiaries



Symetra Life Insurance Company




Medical Risk Managers, Inc.





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