exv4w11



 





EXHIBIT 4.11




EXECUTION COPY




$150,000,000




SYMETRA FINANCIAL CORPORATION




Capital Efficient Notes due 2067




PURCHASE AGREEMENT




October 4, 2007




J.P. Morgan Securities Inc

Lehman Brothers Inc. 

As Representatives of the severa

Initial Purchasers named in Schedule I attached hereto,




c/o J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017




Ladies and Gentlemen:




     Symetra Financial Corporation, a Delaware corporation (the “Company”), proposes, upon
the terms and considerations set forth in this agreement (this “Agreement”), to issue and
sell to the several initial purchasers listed on Schedule I hereto (the “Initial
Purchasers”), for who you are acting as representatives (the “Representatives”)
$150,000,000 aggregate principal amount of its Capital Efficient Notes due 2067 (the
“Notes”). The Notes will (i) have terms and provisions that are summarized in the Offering
Memorandum (as defined below) and (ii) are to be issued pursuant to an Indenture (the
“Indenture”) to be entered into between the Company and U.S. Bank National Association, as
trustee (the “Trustee”). This is to confirm the agreement concerning the purchase of the
Notes from the Company by the Initial Purchasers.



     1. Purchase and Resale of the Notes. The Notes will be offered and sold to the Initial
Purchasers without registration under the Securities Act of 1933, as amended (the “Securities
Act”), in reliance on an exemption therefrom. The Company has prepared a preliminary offering
memorandum, dated October 5, 2007 (the “Preliminary Offering Memorandum”), a pricing term
sheet substantially in the form attached hereto as Schedule III (the “Pricing Term
Sheet”) setting forth the terms of the Notes omitted from the Preliminary Offering Memorandum
and an offering memorandum, dated October 10, 2007 (the “Offering Memorandum”), setting
forth information regarding the Company and the Notes. The Preliminary Offering Memorandum, as
supplemented and amended as of the Applicable Time (as defined below), together with the Pricing
Term Sheet and the documents listed on Schedule II hereto are collectively referred to as
the “Pricing Disclosure Package.” The Company hereby confirms that it has authorized the
use of the Pricing Disclosure Package and the Offering
Memorandum in connection with the offering and resale of the Notes by the Initial Purchasers.
“Applicable Time” means 4:30 p.m. (New York City time) on the date of this Agreement.



 









 





     It is understood and acknowledged that upon original issuance thereof, and until such time as
the same is no longer required under the applicable requirements of the Securities Act, the Notes
(and all securities issued in exchange therefor, in substitution thereof) shall bear the legend set
forth under the caption “Transfer Restrictions” in the Preliminary Offering Memorandum and the
Offering Memorandum.



     You have advised the Company that you will make offers (the “Exempt Resales”) of the
Notes purchased by you hereunder on the terms set forth in each of the Pricing Disclosure Package
and the Offering Memorandum, as amended or supplemented, solely to (i) persons whom you reasonably
believe to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act
(“QIBs”) and (ii) outside the United States to certain persons in offshore transactions in
reliance on Regulation S under the Securities Act. Those persons specified in clauses (i) and (ii)
are referred to herein as the (“Eligible Purchasers”). You will offer the Notes to
Eligible Purchasers initially at a price equal to 99.864% of the principal amount thereof. Such
price may be changed at any time after the initial offering of the Notes without notice.



     2. Representations, Warranties and Agreements of the Company. The Company represents,
warrants and agrees as follows:



          (a) When the Notes are issued and delivered pursuant to this Agreement, such Notes will not be
of the same class (within the meaning of Rule 144A under the Securities Act) as securities of the
Company that are listed on a United States national securities exchange registered under Section 6
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or that are quoted
in a United States automated inter-dealer quotation system.




          (b) Neither the Company nor any subsidiary is, and after giving effect to the offer and sale
of the Notes and the application of the proceeds therefrom as described in each of the Pricing
Disclosure Package and the Offering Memorandum will be, an “investment company” or a company
“controlled” by an “investment company” within the meaning of the Investment Company Act of 1940,
as amended, and the rules and regulations of the Securities and Exchange Commission (the
“Commission”) thereunder.




          (c) Assuming that your representations and warranties in Section 3(b) are true, the purchase
and resale of the Notes pursuant hereto (including pursuant to the Exempt Resales) is exempt from
the registration requirements of the Securities Act and there is no need to qualify an indenture
under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).




          (d) None of the Company or any of its affiliates or any other person acting on its or their
behalf (other than you, your affiliates, or any person acting on your or their behalf, as to which
no representation is made) has (i) solicited offers for, or offered or sold, the Notes by means of
any form of general solicitation or general advertising within the meaning of Rule 502(c) of
Regulation D (including, but not limited to, advertisements, articles, notices or other
communications published in any newspaper, magazine or similar medium or broadcast over
television or radio, or any seminar or meeting whose attendees have been invited by any
general solicitation or general advertising) or in any manner involving a public offering within
the meaning of Section 4(2) of the Securities Act or (ii) engaged in any directed selling efforts




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within the meaning of Rule 902 under the Securities Act, and the Company, any affiliate of the
Company and any person acting on its or their behalf (other than you, your affiliates, or any
person acting on your or their behalf, as to whom the Company makes no representation) has
complied with and will implement the “offering restrictions” required by Rule 902.




          (e) Each of the Pricing Disclosure Package and the Offering Memorandum, as of its date,
contains all the information specified in, and meeting the requirements of Rule 144A(d)(4) under
the Securities Act.




          (f) The Pricing Disclosure Package and the Offering Memorandum have been prepared by the
Company for use by the Initial Purchasers in connection with the Exempt Resales. No order or
decree preventing the use of the Pricing Disclosure Package or the Offering Memorandum, or any
order asserting that the transactions contemplated by this Agreement are subject to the
registration requirements of the Securities Act has been issued and no proceeding for that purpose
has commenced or is pending or, to the knowledge of the Company is contemplated.




          (g) The Pricing Disclosure Package did not, as of the Applicable Time, and will not, as of the
Closing Date, contain an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made therein, in light of the circumstances under which
they were made, not misleading; provided that no representation or warranty is made as to
information contained in or omitted from the Pricing Disclosure Package in reliance upon and in
conformity with written information furnished to the Company through the Representatives by or on
behalf of any Initial Purchaser specifically for inclusion therein, which information is specified
in Section 8(e).




          (h) The Offering Memorandum will not, as of its date and as of the Closing Date, contain an
untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were made, not misleading;
provided that no representation or warranty is made as to information contained in or omitted from
the Offering Memorandum in reliance upon and in conformity with written information furnished to
the Company through the Representatives by or on behalf of any Initial Purchaser specifically for
inclusion therein, which information is specified in Section 8(e).




          (i) The Company (including its agents and representatives, other than the Initial Purchasers
in their capacity as such) has not made, used, prepared, authorized, approved or referred to and
will not prepare, make, use, authorize, approve or refer to any written communication that
constitutes an offer to sell or solicitation of an offer to buy the Notes except for (i) the
Preliminary Offering Memorandum and the Offering Memorandum, (ii) the documents listed on
Schedule II hereto; (iii) the Pricing Term Sheet and (iv) any other written communications
used in accordance with Section 5(e).




          (j) The statistical data, market-related, industry-related and customer-related data and
estimates included under the captions “Summary,” “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and “Business” in each of the
Preliminary Offering Memorandum and the Offering Memorandum and the consolidated financial
statements of the Company and its subsidiaries included in the Pricing Disclosure




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Package and the
Offering Memorandum are based on or derived from sources that the Company believes to be reliable
and accurate in all material respects.




          (k) The Company and each of its subsidiaries (i) has been duly organized and is validly
existing and in good standing (with respect to those jurisdictions that recognize such concept) as
a corporation or other business entity under the laws of its jurisdiction of organization and (ii)
is duly qualified to do business and in good standing as a foreign corporation or other business
entity in each jurisdiction in which its ownership or lease of property or the conduct of its
businesses requires such qualification, except where the failure to so qualify would not,
individually or in the aggregate, have a Material Adverse Effect; and have all corporate power and
authority necessary to own or hold its properties and to conduct the businesses in which they are
engaged; and none of the subsidiaries of the Company (other than Symetra Life Insurance Company) is
a “significant subsidiary” (as defined in Rule 405 under the Securities Act) (a “Significant
Subsidiary”).




          (l) The Company has an authorized capitalization as set forth in each of the Pricing
Disclosure Package and the Offering Memorandum, and all of the issued shares of capital stock of
the Company have been duly authorized and validly issued and are fully paid and non-assessable; and
all of the issued shares of capital stock of each subsidiary of the Company have been duly
authorized and validly issued, are fully paid and non-assessable and are owned directly or
indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, provided
that with respect to Health Network Strategies, LLC, the Company owns 60% of the capital stock.




          (m) The Company has all requisite corporate power and authority to execute, deliver and
perform its obligations under the Indenture. The Indenture has been duly and validly authorized by
the Company, and upon its execution and delivery and, assuming due authorization, execution and
delivery by the Trustee, will constitute the valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except as such enforceability may be
limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other
laws relating to or affecting creditors’ rights generally and by general equitable principles. The
Indenture will conform to the description thereof in each of the Pricing Disclosure Package and the
Offering Memorandum.




          (n) The Company has all requisite corporate power and authority to execute, issue, sell and
perform its obligations under the Notes. The Notes have been duly authorized by the Company and,
when duly executed by the Company in accordance with the terms of the Indenture, assuming due
authentication of the Notes by the Trustee, upon delivery to the Initial Purchasers against payment
therefor in accordance with the terms hereof, will be validly issued and delivered, and will
constitute valid and binding obligations of the Company entitled to the benefits of the Indenture,
enforceable against the Company in accordance with their terms, except as such enforceability may
be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other
laws relating to or affecting creditors’ rights generally and
by general equitable principles. The Notes will conform to the description thereof in each of
the Pricing Disclosure Package and the Offering Memorandum.




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          (o) The Company has all requisite corporate power to execute, deliver and perform its
obligations under this Agreement. This Agreement has been duly and validly authorized, executed
and delivered by the Company.




          (p) The issue and sale of the Notes and the execution, delivery and performance by the Company
of the Notes, the Indenture and this Agreement, the application of the proceeds from the sale of
the Notes as described in each of the Pricing Disclosure Package and the Offering Memorandum and
the consummation of the transactions contemplated hereby and thereby will not (i) conflict with or
result in a breach or violation of any of the terms or provisions of, impose any lien, charge or
encumbrance upon any property or assets of the Company or its subsidiaries, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or
instrument to which the Company or any of its subsidiaries is a party or by which the Company or
any of its subsidiaries is bound or to which any of the property or assets of the Company or any of
its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or
by-laws of the Company or any of its subsidiaries or (iii) result in any violation of any statute
or any order, rule or regulation of any court or governmental agency or body having jurisdiction
over the Company or any of its subsidiaries or any of their properties or assets.




          (q) No consent, approval, authorization or order of, or filing, registration or qualification
with any court or governmental agency or body having jurisdiction over the Company or any of its
subsidiaries is required for the issue and sale of the Notes, the execution, delivery and
performance by the Company of the Notes, the Indenture and this Agreement, the application of the
proceeds from the sale of the Notes as described in each of the Pricing Disclosure Package and the
Offering Memorandum and the consummation of the transactions contemplated hereby and thereby,
except for consents, approvals, authorizations, orders, filings, registrations or qualifications as
may be required under state securities or Blue Sky laws in connection with the purchase and
distribution of the Notes by the Initial Purchasers.




          (r) Except for the shareholders agreements disclosed in each of the Pricing Disclosure Package
and the Offering Memorandum, there are no contracts, agreements or understandings between the
Company and any person granting such person the right to require the Company to file a registration
statement under the Securities Act with respect to any securities of the Company owned or to be
owned by such person or to require the Company to include such securities in the securities being
registered pursuant to any registration statement filed by the Company under the Securities Act.




          (s) Neither the Company nor any other person acting on behalf of the Company has sold or
issued any securities that would be integrated with the offering of the Notes contemplated by this
Agreement pursuant to the Securities Act, the rules and regulations thereunder or the
interpretations thereof by the Commission. The Company will take reasonable precautions designed to
insure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as
defined in Rule 902 under the Securities Act), of any Notes or any substantially similar security
issued by the Company, within six months subsequent to the date
on which the distribution of the Notes has been completed (as notified to the Company by the
Initial Purchasers), is made under restrictions and other circumstances reasonably designed not to
affect the status of the offer and sale of the Notes in the United States and to U.S. persons




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contemplated by this Agreement as transactions exempt from the registration provisions of the
Securities Act, including any sales pursuant to Rule 144A under, or Regulation D or S of, the
Securities Act.




          (t) Neither the Company nor any of its subsidiaries has sustained, since the date of the
latest audited financial statements included in each of the Pricing Disclosure Package or the
Offering Memorandum, any material loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree and, since such date, there has not been any change in the
capital stock or long-term debt of the Company or any of its subsidiaries or any material adverse
change, or any development involving a prospective material adverse change in, or affecting, the
condition (financial or otherwise), results of operations, stockholders’ equity, properties,
management, business or prospects of the Company and its subsidiaries, taken as a whole (a
“Material Adverse Effect”).




          (u) The historical financial statements (including the related notes and supporting schedules)
included in each of the Pricing Disclosure Package and the Offering Memorandum present fairly the
financial condition, results of operations and cash flows of the entities purported to be shown
thereby, at the dates and for the periods indicated, and have been prepared in conformity with
accounting principles generally accepted in the United States applied on a consistent basis
throughout the periods involved.




          (v) Ernst & Young LLP, who have certified certain financial statements of the Company, whose
report appears in each of the Pricing Disclosure Package and the Offering Memorandum and who have
delivered the initial letter referred to in Section 7(e) hereof, are independent public accountants
as required by the Securities Act and the rules and regulations thereunder during the periods
covered by the financial statements on which they reported contained in each of the Pricing
Disclosure Package and the Offering Memorandum.




          (w) The Company and each of its subsidiaries has good and marketable title in fee simple to
all real property and good and marketable title to all personal property owned by them, in each
case free and clear of all liens, encumbrances and defects, except such as are described in each of
the Pricing Disclosure Package and the Offering Memorandum or such as do not materially affect the
value of such property and do not materially interfere with the use made and proposed to be made of
such property by the Company or any of its subsidiaries; and all real property and buildings held
under lease by the Company or any of its subsidiaries are held by them under valid, subsisting and
enforceable leases, with such exceptions as do not materially interfere with the use made and
proposed to be made of such property and buildings by the Company or any of its subsidiaries.




          (x) The Company and each of its subsidiaries carry, or are covered by, insurance from insurers
of recognized financial responsibility in such amounts and covering such risks as is adequate for
the conduct of their respective businesses and the value of their respective
properties and as is customary for companies engaged in similar businesses in similar
industries (other than reinsurance of insurance policies issued).




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          (y) The Company and each of its subsidiaries own or possess adequate rights to use all
material patents, patent applications, trademarks, service marks, trade names, trademark
registrations, service mark registrations, copyrights, licenses, know-how, software, systems and
technology (including trade secrets and other unpatented and/or unpatentable proprietary or
confidential information, systems or procedures) necessary for the conduct of their respective
businesses and have no reason to believe that the conduct of their respective businesses will
conflict with, and have not received any notice of any claim of conflict with, any such rights of
others.




          (z) There are no legal or governmental proceedings pending to which the Company or any of its
subsidiaries is a party or of which any property or assets of the Company or any of its
subsidiaries is the subject that would, individually or in the aggregate reasonably be expected to
have a Material Adverse Effect, and to the Company’s knowledge, no such proceedings are threatened
or contemplated by governmental authorities or others.




          (aa) There are no material legal or governmental proceedings or material contracts (as
required by Regulation S-K) or other documents (as required by Regulation S-K) that have not been
described in each of the Pricing Disclosure Package or the Offering Memorandum for which the
failure to describe would be necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading.




          (bb) No relationship, direct or indirect exists between or among the Company on the one hand,
and the directors, officers or stockholders of the Company on the other hand, in which the amount
involved exceeds $120,000 per year and is required to be reported under Regulation S-K Item 404,
that has not been described in each of the Pricing Disclosure Package and the Offering Memorandum.




          (cc) No labor disturbance by the employees of the Company or any of its subsidiaries exists
or, to the knowledge of the Company or any of its subsidiaries, is imminent that would reasonably
be expected to have a Material Adverse Effect.




          (dd) The Company and each of its subsidiaries has filed all federal, state, local and foreign
income and franchise tax returns required to be filed through the date hereof, subject to permitted
extensions, and has paid all taxes due thereon, and no tax deficiency has been determined adversely
to the Company or any of its subsidiaries that has had (nor does the Company have any knowledge of
any tax deficiencies that, if determined adversely to the Company or any of its subsidiaries would
have) a Material Adverse Effect.




          (ee) There are no transfer taxes or other similar fees or charges under Federal law or the
laws of any state, or any political subdivision thereof, required to be paid in connection with the
execution and delivery of this Agreement or the issuance by the Company or sale by the Company of
the Notes.




          (ff) Since the date as of which information is given in each of the Pricing Disclosure Package
and the Offering Memorandum through the date hereof, and except as may
otherwise be disclosed in the Offering Memorandum, the Company has not (i) issued or granted
any securities, (ii) incurred any liability or obligation, direct or contingent, other than
liabilities




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and obligations that were incurred in the ordinary course of business, (iii) entered
into any material transaction not in the ordinary course of business or (iv) declared or paid any
dividend on its capital stock.




          (gg) The Company and each of its subsidiaries (i) makes and keeps accurate books and records
and (ii) maintains and has maintained a system of internal accounting controls sufficient to
provide reasonable assurance that (A) transactions are executed in accordance with management’s
general or specific authorization, (B) transactions are recorded as necessary to permit preparation
of its financial statements in conformity with accounting principles generally accepted in the
United States and to maintain accountability for its assets, (C) access to its assets is permitted
only in accordance with management’s general or specific authorization and (D) the reported
accountability for its assets is compared with existing assets at reasonable intervals and
appropriate action is taken with respect to any differences.




          (hh) Neither the Company nor any of its subsidiaries (i) is in violation of its charter or
by-laws (or similar organizational documents), (ii) is in default in any respect, and no event has
occurred that, with notice or lapse of time or both, would constitute such a default, in the due
performance or observance of any term, covenant, condition or other obligation contained in any
indenture, mortgage, deed of trust, loan agreement, license or other agreement or instrument to
which it is a party or by which it is bound or to which any of its properties or assets is subject
or (iii) is in violation in any respect of any statute or any order, rule or regulation of any
court or governmental agency or body having jurisdiction over it or its property or assets or has
failed to obtain or maintain any license, permit, certificate, franchise or other governmental
authorization or permit necessary to the ownership of its property or to the conduct of its
business, except in the case of clauses (ii) and (iii), to the extent that any such conflict,
breach, violation or default would not, in the aggregate reasonably be expected to have a Material
Adverse Effect.




          (ii) Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company,
any director, officer, agent, employee or other person associated with or acting on behalf of the
Company or any of its subsidiaries, has (i) used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct
or indirect unlawful payment to any foreign or domestic government official or employee from
corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt
Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other
unlawful payment.




          (jj) None of the transactions contemplated by this Agreement (including, without limitation,
the use of the proceeds from the sale of the Notes), will violate or result in a violation of
Section 7 of the Exchange Act, or any regulation promulgated thereunder, including, without
limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System.




          (kk) The statements set forth in each of the Preliminary Offering Memorandum and the Offering
Memorandum under the caption “Description of the CENts,” insofar as they
purport to constitute a summary of the terms of the Notes, under the caption “Replacement
Capital Covenant,” insofar as they purport to constitute a summary of the terms of the




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Replacement
Capital Covenant to be entered into by the Company on the Closing Date (the “Replacement
Capital Covenant”) and under the captions “Certain Material U.S. Federal Income Tax
Consequences,” “Certain ERISA Considerations,” “Regulation,” “Certain Relationships and Related
Transactions” and “Plan of Distribution”, insofar as they purport to describe the provisions of the
laws and documents referred to therein, are accurate in all material respects.




          (ll) The Company and its affiliates has not taken, directly or indirectly, any action designed
to or that has constituted or that reasonably be expected to cause or result in the stabilization
or manipulation of the price of any security of the Company in connection with the offering of the
Notes.




          (mm) The minute books and records of the Company and its subsidiaries relating to proceedings
of their respective shareholders, boards of directors, and committees of their respective boards of
directors made available to Simpson Thacher & Bartlett LLP, counsel for the Initial Purchasers, are
their original minute books and records or are true, correct and complete copies thereof, with
respect to all proceedings of said shareholders, boards of directors and committees since March 1,
2006 through the date hereof. In the event that definitive minutes have not been prepared with
respect to any proceedings of such shareholders, boards of directors or committees, the Company has
provided Simpson Thacher & Bartlett LLP with originals or true, correct and complete copies of
draft minutes or written agendas relating thereto, which drafts and agendas, if any, reflect all
events that occurred in connection with such proceedings.




          (nn) Since the date of the most recent balance sheet of the Company and its consolidated
subsidiaries reviewed or audited by Ernst & Young LLP and the audit committee of the board of
directors of the Company, (i) the Company has not been advised of (A) any significant deficiencies
in the design or operation of internal controls that could adversely affect the ability of the
Company and each of its subsidiaries to record, process, summarize and report financial data, or
any material weaknesses in internal controls and (B) any fraud, whether or not material, that
involves management or other employees who have a significant role in the internal controls of the
Company and each of its subsidiaries, and (ii) since that date, there have been no significant
changes in internal controls or in other factors that could significantly affect internal controls,
including any corrective actions with regard to significant deficiencies and material weaknesses.




          (oo) Except as may be disclosed in each of the Pricing Disclosure Package and the Offering
Memorandum, no subsidiary of the Company is currently prohibited, directly or indirectly, from
paying any dividends to the Company, from making any other distribution on such subsidiary’s
capital stock, from repaying to the Company any loans or advances to such subsidiary from the
Company or from transferring any of such subsidiary’s property or assets to the Company or any
other subsidiary of the Company.




          (pp) Neither the Company nor any subsidiary is in violation of or has received notice of any
violation with respect to any federal or state law relating to discrimination in the hiring,
promotion or pay of employees, nor any applicable federal or state wage and hour laws, nor any
state law precluding the denial of credit due to the neighborhood in which a property is
situated, the violation of any of which would reasonably be expected to have a Material
Adverse Affect.




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          (qq) Except as may be disclosed in each of the Pricing Disclosure Package and the Offering
Memorandum, (i) the Company and its subsidiaries possess all material permits, licenses, orders,
exemptions, registrations approvals, consents and other authorizations (collectively,
“Governmental Licenses”) issued by the appropriate federal, state, local or foreign
regulatory agencies or bodies necessary to conduct the business now operated by them, except where
the failure so to possess would not, singly or in the aggregate, have a Material Adverse Effect and
except for such Governmental Licenses that have been deemed unnecessary by the appropriate
regulatory agency or body; (ii) the Company and its subsidiaries are in compliance with the terms
and conditions of all the Governmental Licenses, except where the failure so to comply would not,
singly or in the aggregate, have a Material Adverse Effect; (iii) all of the Governmental Licenses
are valid and in full force and effect, except where the invalidity of such Governmental Licenses
or the failure of such Governmental Licenses to be in full force and effect would not have a
Material Adverse Effect; and (iv) neither the Company nor any of its subsidiaries has received any
written notice of proceedings relating to the revocation or modification of any such Governmental
Licenses which, individually or in the aggregate, if the subject of an unfavorable decision, ruling
or finding, would result in a Material Adverse Effect.




          (rr) Each subsidiary of the Company that is engaged in the business of insurance or
reinsurance (each an “Insurance Subsidiary”, collectively the “Insurance
Subsidiaries”) is licensed or authorized to conduct an insurance or reinsurance business, as
the case may be, under the insurance statutes of each jurisdiction in which the conduct of its
business requires such licensing or authorization, except for such jurisdictions in which the
failure of the Insurance Subsidiary to be so licensed or authorized would not, singly or in the
aggregate, have a Material Adverse Effect. The Insurance Subsidiaries have made all required
filings under applicable insurance statutes in each jurisdiction where such filings are required,
except for such filings the failure of which to make would not, singly or in the aggregate, have a
Material Adverse Effect. Each of the Insurance Subsidiaries has all other necessary Governmental
Licenses, of and from all insurance regulatory authorities necessary to conduct their respective
existing businesses as described in each of the Pricing Disclosure Package and the Offering
Memorandum, except where the failure to have such Authorizations would not, singly or in the
aggregate, have a Material Adverse Effect and no Insurance Subsidiary has received any notification
from any insurance regulatory authority to the effect that any additional authorizations are needed
to be obtained by any Insurance Subsidiary in any case where it could reasonably be expected that
the failure to obtain such additional authorizations or the limiting of the writing of such
business would have a Material Adverse Effect, and no insurance regulatory authority having
jurisdiction over any Insurance Subsidiary has issued any order or decree impairing, restricting or
prohibiting (i) the payment of dividends by any Insurance Subsidiary to its parent, other than
those restrictions applicable to insurance or reinsurance companies under such jurisdiction
generally, or (ii) the continuation of the business of the Company or any of the Insurance
Subsidiaries in all material respects as presently conducted, in each case except where such orders
or decrees would not, singly or in the aggregate, have a Material Adverse Effect.




          (ss) Except as described in each of the Pricing Disclosure Package and the Offering
Memorandum, (i) all ceded reinsurance and retrocessional treaties, contracts,
agreements and arrangements (“Reinsurance Contracts”) to which the Company or any
Insurance Subsidiary is a party and as to which any of them reported recoverables, premiums due or
other amounts in its most recent statutory financial statements are in full force and effect,
except where




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the failure of such Reinsurance Contracts to be in full force and effect would not,
singly or in the aggregate, have a Material Adverse Effect, and (ii) neither the Company nor any
Reinsurance Subsidiary has received any notice from any other party to any Reinsurance Contract
that such other party intends not to perform such Reinsurance Contract in any material respect, and
the Company has no knowledge that any of the other parties to such Reinsurance Contracts will be
unable to perform its obligations thereunder in any material respect, except where (A) the Company
or the Insurance Subsidiary has established reserves in its financial statements which it deems
adequate for potential uncollectible reinsurance or (B) such nonperformance would not have a
Material Adverse Effect.




          (tt) The Company has no knowledge of any threatened or pending downgrading of the Company’s or
any of its subsidiaries’ claims-paying ability rating or financial strength rating by A.M. Best
Company, Inc., Standard & Poor’s Rating Group, Moody’s Investor Service, Inc., Fitch Ratings, Ltd.
or any other “nationally recognized statistical rating organizations,” as such term is defined for
purposes of Rule 436(g)(2) under the Securities Act, which currently has publicly released a rating
of the claims-paying ability or financial strength of the Company or any subsidiary.




          Any certificate signed by any officer of the Company and delivered to the Representatives or
counsel for the Initial Purchasers in connection with the offering of the Notes shall be deemed a
representation and warranty by the Company, as to matters covered thereby, to each Initial
Purchaser.




     3. Purchase of the Notes by the Initial Purchasers, Agreements to Sell, Purchase and Resell.
(a)  The Company hereby agrees, on the basis of the representations, warranties and agreements of
the Initial Purchasers contained herein and subject to all the terms and conditions set forth
herein, to issue and sell to the Initial Purchasers and, upon the basis of the representations,
warranties and agreements of the Company herein contained and subject to all the terms and
conditions set forth herein, each Initial Purchaser agrees, severally and not jointly, to purchase
from the Company, at a purchase price of 98.364% of the principal amount thereof, the principal
amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto.
The Company shall not be obligated to deliver any of the securities to be delivered hereunder
except upon payment for all of the securities to be purchased as provided herein.



          (b) Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants
to the Company that it will offer the Notes for sale upon the terms and conditions set forth in
this Agreement and in the Pricing Disclosure Package. Each of the Initial Purchasers hereby
represents and warrants to, and agrees with, the Company that such Initial Purchaser: (i) is a QIB
with such knowledge and experience in financial and business matters as are necessary in order to
evaluate the merits and risks of an investment in the Notes; (ii) is purchasing the Notes pursuant
to a private sale exempt from registration under the Securities Act; (iii) in connection with the
Exempt Resales, will solicit offers to buy the Notes only from, and will offer to sell the Notes
only to, the Eligible Purchasers in accordance with this Agreement and on the terms contemplated by
the Pricing Disclosure Package; and (iv) will not offer or sell the Notes,
nor has it offered or sold the Notes by, or otherwise engaged in, any form of general
solicitation or general advertising (within the meaning of Regulation D, including, but not limited
to, advertisements, articles, notices or other communications published in any newspaper, magazine,




11









 







or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees
have been invited by any general solicitation or general advertising) and will not engage in any
directed selling efforts within the meaning of Rule 902 under the Securities Act, in connection
with the offering of the Notes.




          (c) In connection with the offer and sale of the Notes in reliance on Regulation S, each
Initial Purchaser, severally and not jointly, represents, warrants and agrees that:





     (i) the Notes have not been registered under the Securities Act and may not be
offered or sold within the United States or to, or for account or benefit of, U.S.
persons except pursuant to an exemption from, or in transactions not subject to, the
registration requirements of the Securities Act;




     (ii) such Initial Purchaser has offered and sold the Notes, and will offer and
sell the Notes, (A) as part of its distribution at any time and (B) otherwise until
40 days after the later of the commencement of the offering of the Notes and the
Closing Date, only in accordance with Regulation S or Rule 144A or any other
available exemption from registration under the Securities Act;




     (iii) none of such Initial Purchaser or any of its affiliates or any other
person acting on its or their behalf has engaged or will engage in any directed
selling efforts with respect to the Securities, and all such persons have complied
and will comply with the offering restriction requirements of Regulation S;




     (iv) at or prior to the confirmation of sale of any Notes sold in reliance on
Regulation S, it will have sent to each distributor, dealer or other person
receiving a selling concession, fee or other remuneration that purchases Notes from
it during the restricted period a confirmation or notice to substantially the
following effect:




“The Notes covered hereby have not been registered under the U.S. Securities
Act of 1933, as amended (the “Securities Act”), and may not be offered or
sold within the United States or to, or for the account or benefit of, U.S.
persons (i) as part of their distribution at any time or (ii) otherwise
until 40 days after the later of the commencement of the offering of the
Notes and the date of original issuance of the Notes, except in accordance
with Regulation S or Rule 144A or any other available exemption from
registration under the Securities Act. Terms used above have the meanings
given to them by Regulation S.”



12









 






     (v) it has not and will not enter into any contractual arrangement with any
distributor with respect to the distribution of the Notes, except with its
affiliates or with the prior written consent of the Company.



          Terms used in this Section 3(c) have the meanings given to them by Regulation S.




          (d) The Initial Purchasers have advised the Company that they will offer the Notes to Eligible
Purchasers at a price initially equal to 99.864% of the principal amount thereof, plus accrued
interest, if any, from the date of issuance of the Notes. Such price may be changed by the Initial
Purchasers at any time after the initial sale of the Notes without notice.




          Each of the Initial Purchasers understands that the Company and, for purposes of the opinions
to be delivered to the Initial Purchasers pursuant to Sections 7(c) and 7(d) hereof, counsel to the
Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the
foregoing representations, warranties and agreements and the Initial Purchasers hereby consents to
such reliance.




     4. Delivery of the Notes and Payment Therefor. Delivery to the Initial Purchasers of and
payment for the Notes shall be made at the office of Simpson Thacher & Bartlett LLP, 425 Lexington
Avenue, New York, New York 10017, at 9:00 A.M., New York City time, on October 10, 2007 (the
“Closing Date”). The place of closing for the Notes and the Closing Date may be varied by
agreement between the Representatives and the Company.



          The Notes will be delivered to the Initial Purchasers, or the Trustee as custodian for The
Depository Trust Company (“DTC”), against payment by or on behalf of the Initial Purchasers
of the purchase price therefor by wire transfer in immediately available funds, by causing DTC to
credit the Notes to the account of the Initial Purchasers at DTC. The Notes will be evidenced by
one or more global securities in definitive form (the “Global Notes”) or by additional
definitive securities, and will be registered, in the case of the Global Notes, in the name of Cede
& Co. as nominee of DTC, and in the other cases, in such names and in such denominations as the
Initial Purchasers shall request prior to 9:30 A.M. New York City time, on the second business day
preceding the Closing Date. The Notes to be delivered to the Initial Purchasers shall be made
available to the Initial Purchasers in New York City for inspection and packaging not later than
9:30 A.M., New York City time, on the business day preceding the Closing Date.




     5. Agreements of the Company. The Company agrees with each of the Initial Purchasers as
follows:



          (a) The Company will furnish to the Initial Purchasers, without charge, as of the date of the
Offering Memorandum, such number of copies of the Offering Memorandum as may then be amended or
supplemented as they may reasonably request.




          (b) The Company will not make any amendment or supplement to the Pricing Disclosure Package or
to the Offering Memorandum of which the Initial Purchasers shall not previously have been advised
or to which they shall reasonably object after being so advised.




13









 








          (c) The Company consents to the use of the Pricing Disclosure Package and the Offering
Memorandum in accordance with the securities or Blue Sky laws of the jurisdictions in which the
Notes are offered by the Initial Purchasers and by all dealers to whom Notes may be sold, in
connection with the offering and sale of the Notes to Eligible Purchasers of the Notes in
accordance with the terms of this Agreement.




          (d) If, at any time prior to completion of the distribution of the Notes by the Initial
Purchasers to Eligible Purchasers, any event occurs or information becomes known that, in the
judgment of the Company or in the opinion of counsel for the Initial Purchasers, should be set
forth in the Pricing Disclosure Package or the Offering Memorandum so that the Pricing Disclosure
Package or the Offering Memorandum as then amended or supplemented does not include any untrue
statement of material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading,
or if it is necessary to supplement or amend the Pricing Disclosure Package or the Offering
Memorandum in order to comply with any law, the Company will forthwith prepare an appropriate
supplement or amendment thereto, and will expeditiously furnish to the Initial Purchasers and
dealers a reasonable number of copies thereof.




          (e) Before using, authorizing, approving or referring to any “written communication” (as
defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation
of an offer to buy the Notes (an “Issuer Written Communication”) (other than the
Preliminary Offering Memorandum, the Offering Memorandum, the Pricing Term Sheet and the written
communications that are listed on Schedule II hereto), to furnish to the Initial Purchasers
and counsel for the Initial Purchasers a copy of such written communication for review and will not
use, authorize, approve or refer to any such written communication to which the Initial Purchasers
reasonably object.




          (f) Promptly from time to time to take such action as the Initial Purchasers may reasonably
request to qualify the Notes for offering and sale under the securities or Blue Sky laws of such
jurisdictions as the Initial Purchasers may request and to comply with such laws so as to permit
the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary
to complete the distribution of the Notes; provided, that in no event shall the Company be
obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take
any action that would subject it to service of process in suits, other than those arising out of
the offering or sale of the Notes, in any jurisdiction where it is not now so subject.




          (g) For a period of 90 days from the date of the Offering Memorandum, the Company agrees not
to, directly or indirectly, sell, offer to sell, contract to sell, grant any option to purchase,
issue any instrument convertible into or exchangeable for, or otherwise transfer or dispose of (or
enter into any transaction or device that is designed to, or could be expected to, result in the
disposition in the future of), any debt securities of the Company or any of its subsidiaries,
except with the prior consent of the Representatives.




          (h) The Company will furnish to the holders of the Notes as soon as practicable after the end
of each fiscal year an annual report (including a balance sheet and statements of income,
stockholders’ equity and cash flows of the Company and its consolidated subsidiaries certified by
independent public accountants) and, as soon as practicable after the end




14









 







of each of the first three quarters of each fiscal year (beginning with the fiscal quarter
ending after the date of the Offering Memorandum), will make available to its securityholders
consolidated summary financial information of the Company and its subsidiaries for such quarter in
reasonable detail.




          (i) So long as any of the Notes are outstanding, the Company will furnish to the
Representatives upon request as soon as reasonably available, a copy of each report of the Company
mailed to stockholders generally or filed with any stock exchange or regulatory body.




          (j) The Company will apply the net proceeds from the sale of the Notes to be sold by it
hereunder substantially in accordance with the description set forth in each of the Pricing
Disclosure Package and the Offering Memorandum.




          (k) The Company and its subsidiaries will not take, directly or indirectly, any action
designed to or that has constituted or that reasonably be expected to cause or result in the
stabilization or manipulation of the price of any security of the Company in connection with the
offering of the Notes.




          (l) The Company will not, and will not permit any of its “affiliates” (as defined in Rule 144
under the Securities Act), to, resell any of the Notes that constitute “restricted securities”
under Rule 144 that have been reacquired by any of them.




          (m) The Company agrees not to sell, offer for sale or solicit offers to buy or otherwise
negotiate in respect of any security (as defined in the Securities Act) that would be integrated
with the sale of the Notes in a manner that would require the registration under the Securities Act
of the sale to the Initial Purchasers or the Eligible Purchasers of the Notes.




          (n) The Company agrees to comply with all agreements set forth in the representation letter of
the Company to DTC relating to the approval of the Notes by DTC for “book entry” transfer.




          (o) The Company will take such steps as shall be necessary to ensure that neither the Company
nor any of the Company’s subsidiaries becomes an “investment company” within the meaning of such
term under the Investment Company Act of 1940, as amended.




          (p) The Company will not take any action or omit to take any action (such as issuing any press
release relating to the Notes without an appropriate legend) which may result in the loss by any of
the Initial Purchasers of the ability to rely on any stabilization safe harbor provided by the
Financial Services Authority under the Financial Services and Markets Act 2000.




          (q) The Company will do and perform all things required or necessary to be done and performed
under this Agreement by it prior to the Closing Date, and to satisfy all conditions precedent to
the Initial Purchasers’ obligations hereunder to purchase the Notes.




     6. Expenses. Whether or not the transactions contemplated by this Agreement are consummated
or this Agreement becomes effective or is terminated, the Company agrees, to pay all costs,
expenses, fees and taxes incident to and in connection with: (i) the preparation,



15









 




printing, filing and distribution of the Pricing Disclosure Package and the Offering
Memorandum (including, without limitation, financial statements and exhibits) and all amendments
and supplements thereto (including the fees, disbursements and expenses of the Company’s
accountants and counsel, but not, however, legal fees and expenses of the Initial Purchasers’
counsel incurred in connection therewith); (ii) the preparation, printing (including, without
limitation, word processing and duplication costs) and delivery of this Agreement, the Indenture,
the Replacement Capital Covenant, all Blue Sky memoranda and all other agreements, memoranda,
correspondence and other documents printed and delivered in connection therewith and with the
Exempt Resales (but not, however, legal fees and expenses of the Initial Purchasers’ counsel
incurred in connection with any of the foregoing other than fees of such counsel plus reasonable
disbursements incurred in connection with the preparation, printing and delivery of such Blue Sky
memoranda); (iii) the issuance and delivery by the Company of the Notes and any taxes payable in
connection therewith; (iv) the qualification of the Notes for offer and sale under the securities
or Blue Sky laws of the several states (including, without limitation, the reasonable fees and
disbursements of your counsel relating to such registration or qualification); (v) the furnishing
of such copies of the Pricing Disclosure Package and the Offering Memorandum, and all amendments
and supplements thereto, as may be reasonably requested for use in connection with the Exempt
Resales; (vi) the preparation of certificates for the Notes (including, without limitation,
printing and engraving thereof); (vii) the approval of the Notes by DTC for “book-entry” transfer
(including fees and expenses of counsel); (viii) the rating of the Notes; (ix) the obligations of
the Trustee, any agent of the Trustee and the counsel, if any for the Trustee in connection with
the Indenture and the Notes; (x) the performance by the Company of their other obligations under
this Agreement; and (xi) all travel expenses (including expenses related to chartered aircraft) of
each Initial Purchaser and the Company’s officers and employees and any other expenses of each
Initial Purchaser and the Company in connection with attending or hosting meetings with prospective
purchasers of the Notes.




     7. Conditions to Initial Purchasers’ Obligations. The respective obligations of the Initial
Purchasers hereunder are subject to the accuracy, when made and on and as of the Closing Date, of
the representations and warranties of the Company contained herein, to the performance by the
Company of its obligations hereunder, and to each of the following additional terms and conditions:



          (a) The Initial Purchasers shall not have discovered and disclosed to the Company on or prior
to the Closing Date that the Pricing Disclosure Package or the Offering Memorandum, or any
amendment or supplement thereto, contains an untrue statement of a fact which, in the opinion of
Simpson Thacher & Bartlett LLP, counsel to the Initial Purchasers, is material or omits to state a
fact which, in the opinion of such counsel, is material and is necessary to make the statements
therein not misleading.




          (b) All corporate proceedings and other legal matters incident to the authorization, form and
validity of this Agreement, the Notes, the Indenture, the Pricing Disclosure Package and the
Offering Memorandum, and all other legal matters relating to this Agreement and the transactions
contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the
Initial Purchasers, and the Company shall have furnished to such counsel all documents and
information that they may reasonably request to enable them to pass upon such matters.





16












 





          (c) Cravath, Swaine & Moore LLP shall have furnished to the Initial Purchasers its written
opinion, as counsel to the Company, addressed to the Initial Purchasers and dated the Closing Date,
substantially in the form of Exhibit B hereto.




          (d) The internal Counsel of the Company shall have furnished to the Initial Purchasers its
written opinion, addressed to the Initial Purchasers and dated the Closing Date, substantially in
the form of Exhibit C hereto.




          (e) The Initial Purchasers shall have received from Simpson Thacher & Bartlett LLP, counsel
for the Initial Purchasers, such opinion or opinions, dated the Closing Date, with respect to the
issuance and sale of the Notes, the Offering Memorandum and other related matters as the Initial
Purchasers may reasonably require, and the Company shall have furnished to such counsel such
documents and information as they reasonably request for the purpose of enabling them to pass upon
such matters.




          (f) At the time of execution of this Agreement, the Initial Purchasers shall have received
from Ernst & Young LLP a letter, in form and substance satisfactory to the Initial Purchasers,
addressed to the Initial Purchasers and dated the date hereof (i) confirming that they are
independent public accountants within the meaning of the Securities Act and are in compliance with
the applicable requirements relating to the qualification of accountants under Rule 101 of the
AICPA’s Code of Professional Conduct and (ii) stating, as of the date hereof (or, with respect to
matters involving changes or developments since the respective dates as of which specified
financial information is given in each of the Pricing Disclosure Package and the Preliminary
Offering Memorandum, as of a date not more than three days prior to the date hereof), the
conclusions and findings of such firm with respect to the financial information in the Pricing
Disclosure Package and the Preliminary Offering Memorandum and (iii) covering such other matters as
are ordinarily covered by accountants’ “comfort letters” to underwriters in connection with
registered public offerings.




          (g) With respect to the letter of Ernst & Young LLP referred to in the preceding paragraph and
delivered to the Initial Purchasers concurrently with the execution of this Agreement (the
“initial letter”), the Company shall have furnished to the Initial Purchasers a letter (the
“bring-down letter”) of such accountants, addressed to the Initial Purchasers and dated the
Closing Date (i) confirming that they are independent public accountants within the meaning of the
Securities Act and are in compliance with the applicable requirements relating to the qualification
of accountants under Rule 101 of the AICPA’s Code of Professional Conduct, (ii) stating, as of the
Closing Date (or, with respect to matters involving changes or developments since the respective
dates as of which specified financial information is given in each of the Pricing Disclosure
Package or the Preliminary Offering Memorandum, as of a date not more than three days prior to the
date of the Closing Date), the conclusions and findings of such firm with respect to the financial
information in the Offering Memorandum and other matters covered by the initial letter and (iii)
confirming in all material respects the conclusions and findings set forth in the initial letter.




          (h) Neither the Company nor any of its subsidiaries shall have sustained, since the date of
the latest audited financial statements included in the Pricing Disclosure Package, any material
loss or interference with its business from fire, explosion, flood or other calamity,




17









 





whether or not covered by insurance, or from any labor dispute or court or governmental
action, order or decree, otherwise than as set forth or contemplated in the Pricing Disclosure
Package; and, since such date, there shall not have been any change in the capital stock or
long-term debt of the Company or any of its subsidiaries or any material adverse change, or any
development involving a prospective material adverse change, in or affecting the condition
(financial or otherwise), results of operations, stockholders’ equity, properties, management,
business or prospects of the Company and its subsidiaries, taken as a whole.




          (i) The Company shall have furnished or caused to be furnished to the Initial Purchasers on
the Closing Date certificates of officers of the Company satisfactory to the Initial Purchasers as
to such matters as the Representatives may reasonably request, including, without limitation, a
statement that:





	 	(i)	 	The representations and warranties of the Company in Section 2
are true and correct on and as of the Closing Date, and the Company has
complied with all its agreements contained herein and satisfied all the
conditions on its part to be performed or satisfied hereunder at or prior to
the Closing Date;
	 
	 	(ii)	 	They have carefully examined the Pricing Disclosure Package and
the Offering Memorandum, and, in their opinion, the Pricing Disclosure Package,
as of the Applicable Time and as of the Closing Date, and the Offering
Memorandum, as of its date and as of the Closing Date, did not and do not
contain any untrue statement of a material fact and did not and do not omit to
state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; and
	 
	 	(iii)	 	Subsequent to the date of the most recent financial statements
contained in the Pricing Disclosure Package, there has not been any change in
the capital stock or long-term debt of the Company or any of its subsidiaries
or any material adverse change, or any development involving a prospective
material adverse change, in or affecting the condition (financial or
otherwise), results of operations, stockholders’ equity, properties,
management, business or prospects of the Company and its subsidiaries, taken as
a whole.





          (j) Subsequent to the execution and delivery of this Agreement there shall not have occurred
any downgrading, nor shall any notice have been given of any intended or potential downgrading or
of any review for a possible change that does not indicate the direction of the possible change, in
the rating accorded any of the Company’s debt securities or the Company’s financial strength or
claims-paying ability by any “nationally recognized statistical rating organization,” as such term
is defined for purposes of Rule 436(g)(2) under the Securities Act;




18









 








          (k) The Company and the Trustee shall have executed and delivered the Indenture, and the
Initial Purchasers shall have received an original copy thereof, duly executed by the Company and
the Trustee.




          (l) The Company shall have executed and delivered the Replacement Capital Covenant, and the
Initial Purchasers shall have received an original copy thereof, duly executed by the Company.




          (m) Subsequent to the execution and delivery of this Agreement there shall not have occurred
any of the following: (i) trading in securities generally on the New York Stock Exchange, the
Nasdaq National Market or the American Stock Exchange or in the over-the-counter market, or trading
in any securities of the Company on any exchange or in the over-the-counter market, has been
suspended or minimum prices shall have been established on any such exchange or such market by the
Commission, by such exchange or by any other regulatory body or governmental authority having
jurisdiction; (ii) a material disruption in securities settlement, payment or clearance services in
the United States; (iii) a banking moratorium has been declared by Federal or state authorities;
(iv) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United
States, any declaration of war by Congress or any other national or international calamity, crisis
or emergency if, in the judgment of the Initial Purchasers, the effect of any such attack,
outbreak, escalation, act, declaration, calamity, crisis or emergency makes it impractical or
inadvisable to proceed with completion of the offering or sale of and payment for the Notes; or (v)
the occurrence of any other calamity, crisis (including without limitation as a result of terrorist
activities), or material adverse change in general economic, political or financial conditions (or
the effect of international conditions on the financial markets in the United States shall be such)
as to make it, in the judgment of the Initial Purchasers, impracticable or inadvisable to proceed
with offering or delivery of the Notes being delivered on the Closing Date or that, in the judgment
of the Initial Purchasers, would materially and adversely affect the financial markets or the
markets for the Notes and other debt securities.




          All opinions, letters, evidence and certificates mentioned above or elsewhere in this
Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form
and substance reasonably satisfactory to counsel for the Initial Purchasers.




     8. Indemnification and Contribution.



          (a) The Company hereby agrees to indemnify and hold harmless each Initial Purchaser, its
directors, officers and employees and each person, if any, who controls any Initial Purchaser
within the meaning of the Securities Act, from and against any loss, claim, damage or liability,
joint or several, or any action in respect thereof (including, but not limited to, any loss, claim,
damage, liability or action relating to purchases and sales of Notes), to which that Initial
Purchaser, director, officer, employee or controlling person may become subject, under the
Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out
of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact
contained (A) in the Pricing Disclosure Package or the Offering Memorandum or in any amendment or
supplement thereto, (B) in any Blue Sky application or other document prepared or executed by the
Company (or based upon any written information furnished by the Company) specifically for the
purpose of qualifying any or all of the Notes under the securities laws of any state or other



19









 






jurisdiction (any such application, document or information being hereinafter called a
“Blue Sky Application”) or (C) in any materials or information provided to investors by, or
with the approval of, the Company in connection with the marketing of the offering of the Notes,
including any roadshow or investor presentations made to investors by the Company (whether in
person or electronically) (“Marketing Materials”), and any Issuer Written Communications or
(ii) the omission or alleged omission to state in the Pricing Disclosure Package or the Offering
Memorandum, or in any amendment or supplement thereto, or in any Blue Sky Application, any
Marketing Materials or any Issuer Written Communications, any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the circumstances under
which they were made, not misleading, and shall reimburse each Initial Purchaser and each such
director, officer, employee or controlling person promptly upon demand for any legal or other
expenses reasonably incurred by that Initial Purchaser, director, officer, employee or controlling
person in connection with investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss, claim, damage,
liability or action arises out of, or is based upon, any untrue statement or alleged untrue
statement or omission or alleged omission made in the Pricing Disclosure Package or the Offering
Memorandum, or in any such amendment or supplement thereto, or in any Blue Sky Application or in
any Marketing Materials, in reliance upon and in conformity with written information furnished to
the Company through the Representatives by or on behalf of any Initial Purchaser specifically for
inclusion therein, which information consists solely of the information specified in Section 8(e).
The foregoing indemnity agreement is in addition to any liability that the Company may otherwise
have to any Initial Purchaser or to any director, officer, employee or controlling person of that
Initial Purchaser.




          (b) Each Initial Purchaser, severally and not jointly, hereby agrees to indemnify and hold
harmless the Company, its officers and employees, each of its directors, and each person, if any,
who controls the Company within the meaning of Section 15 of the Securities Act, from and against
any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which
the Company or any such director, officer, employee or controlling person may become subject, under
the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises
out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact
contained (A) in the Pricing Disclosure Package or the Offering Memorandum or in any amendment or
supplement thereto, (B) in any Blue Sky Application, or (C) in any Marketing Materials or (ii) the
omission or alleged omission to state in the Pricing Disclosure Package or the Offering Memorandum,
or in any amendment or supplement thereto, or in any Blue Sky Application or in any Marketing
Materials any material fact required to be stated therein or necessary to make the statements
therein not misleading, but in each case only to the extent that the untrue statement or alleged
untrue statement or omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company through the Representatives by or on behalf of any
Initial Purchaser specifically for inclusion therein, which information is limited to the
information set forth in Section 8(e). The foregoing indemnity agreement is in addition to any
liability that any Initial Purchaser may otherwise have to the Company or any such director,
officer, employee or controlling person.




20









 








          (c) Promptly after receipt by an indemnified party under this Section 8 of notice of any claim
or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to
be made against the indemnifying party under this Section 8, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that the failure to
notify the indemnifying party shall not relieve it from any liability that it may have under this
Section 8 except to the extent it has been materially prejudiced by such failure and; provided,
further, that the failure to notify the indemnifying party shall not relieve it from any liability
that it may have to an indemnified party otherwise than under this Section 8. If any such claim or
action shall be brought against an indemnified party, and it shall notify the indemnifying party
thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it
wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying
party to the indemnified party of its election to assume the defense of such claim or action, the
indemnifying party shall not be liable to the indemnified party under this Section 8 for any legal
or other expenses subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that the Initial
Purchasers shall have the right to employ counsel to represent jointly the Initial Purchaser and
those other Initial Purchasers and their respective directors, officers, employees and controlling
persons who may be subject to liability arising out of any claim in respect of which indemnity may
be sought by the Initial Purchasers against the Company under this Section 8 if, in the reasonable
judgment of the Initial Purchasers, it is advisable for the Initial Purchasers and those directors,
officers, employees and controlling persons to be jointly represented by separate counsel, and in
that event the fees and expenses of such separate counsel shall be paid by the Company. No
indemnifying party shall (i) without the prior written consent of the indemnified parties (which
consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of
which indemnification or contribution may be sought hereunder (whether or not the indemnified
parties are actual or potential parties to such claim or action) unless such settlement, compromise
or consent (A) includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding and (B) does not include a statement as to or
an admission of fault, culpability or a failure to act by or on behalf of any indemnified party, or
(ii) be liable for any settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with the consent of the indemnifying
party or if there be a final judgment of the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against any loss or liability
by reason of such settlement or judgment.




          (d) If the indemnification provided for in this Section 8 shall for any reason be unavailable
to or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of
any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then
each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the
amount paid or payable by such indemnified party as a result of such loss, claim, damage or
liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect
the relative benefits received by the Company on the one hand and the Initial Purchasers on the
other from the offering of the Notes or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect



21









 






not only the relative benefits referred to in clause (i) above but also the relative fault of
the Company, on the one hand, and the Initial Purchasers on the other with respect to the
statements or omissions that resulted in such loss, claim, damage or liability, or action in
respect thereof, as well as any other relevant equitable considerations. The relative benefits
received by the Company, on the one hand, and the Initial Purchasers on the other with respect to
such offering shall be deemed to be in the same proportion as the total net proceeds from the
offering of the Notes purchased under this Agreement (before deducting expenses) received by the
Company on the one hand, and the total underwriting discounts and commissions received by the
Initial Purchasers with respect to the Notes purchased under this Agreement, on the other hand,
bear to the total gross proceeds from the offering of the Notes under this Agreement as set forth
on the cover page of the Offering Memorandum. The relative fault shall be determined by reference
to whether the untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the Company or the Initial
Purchasers, the intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and the Initial
Purchasers agree that it would not be just and equitable if contributions pursuant to this Section
8(d) were to be determined by pro rata allocation (even if the Initial Purchasers were treated as
one entity for such purpose) or by any other method of allocation that does not take into account
the equitable considerations referred to herein. The amount paid or payable by an indemnified
party as a result of the loss, claim, damage or liability, or action in respect thereof, referred
to above in this Section 8(d) shall be deemed to include, for purposes of this Section 8(d), any
legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 8(d), no Initial Purchaser shall be required to contribute any amount in excess of the
amount by which the total price at which the Notes initially purchased by it were offered to the
Eligible Purchasers exceeds the amount of any damages that such Initial Purchaser has otherwise
paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute as
provided in this Section 8(d) are several in proportion to their respective underwriting
obligations and not joint.




          (e) The Initial Purchasers severally confirm and the Company acknowledges that the statements
with respect to the offering of the Notes by the Initial Purchasers set forth in the eighth and
ninth paragraphs under the caption “Plan of Distribution,” in the Offering Memorandum are correct
and constitute the only information concerning such Initial Purchasers furnished in writing to the
Company by or on behalf of the Initial Purchasers specifically for inclusion in the Pricing
Disclosure Package and the Offering Memorandum or in any amendment or supplement thereto.




     9. Defaulting Initial Purchasers. If, on the Closing Date, any Initial Purchaser defaults in
the performance of its obligations under this Agreement, the remaining non-defaulting Initial
Purchasers shall be obligated to purchase the Notes that the defaulting Initial Purchaser agreed
but failed to purchase on the Closing Date in the respective proportions that the number of Notes
set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I
hereto bears to the aggregate principal amount of Notes set opposite the names of all



22









 







the remaining non-defaulting Initial Purchasers in Schedule I hereto; provided,
however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase
any of the Notes on the Closing Date if the aggregate principal amount of Notes that the defaulting
Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of
the total number of Notes to be purchased on the Closing Date, and any remaining non-defaulting
Initial Purchasers shall not be obligated to purchase more than 110% of the aggregate principal
amount of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 3.
If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those
other Initial Purchasers satisfactory to the Initial Purchasers who so agree, shall have the right,
but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all
the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other
Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that
the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing
Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial
Purchaser or the Company, except that the Company will continue to be liable for the payment of
expenses to the extent set forth in Sections 6 and 11. As used in this Agreement, the term
“Initial Purchaser” includes, for all purposes of this Agreement unless the context requires
otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9,
purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.



          Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may
have to the Company for damages caused by its default. If other Initial Purchasers are obligated
or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the
remaining Initial Purchasers or the Company may postpone the Closing Date for up to seven full
business days in order to effect any changes that in the opinion of counsel for the Company or
counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering
Memorandum or in any other document or arrangement.




     10. Termination. The obligations of the Initial Purchasers hereunder may be terminated by the
Initial Purchasers by notice given to and received by the Company prior to delivery of and payment
for the Notes if, prior to that time, any of the events described in Sections 7(h), 7(j) or 7(n)
shall have occurred or if the Initial Purchasers shall decline to purchase the Notes for any reason
permitted under this Agreement.



     11. Reimbursement of Initial Purchasers’ Expenses. If the Company fails to tender the Notes
for delivery to the Initial Purchasers by reason of any failure, refusal or inability on the part
of the Company to perform any agreement on its part to be performed, or because any other condition
of the obligations hereunder required to be fulfilled by the Company is not fulfilled, the Company
shall reimburse the Initial Purchasers for all reasonable out-of-pocket expenses (including fees
and disbursements of counsel) incurred by the Initial Purchasers in connection with this Agreement
and the proposed purchase of the Notes, and upon demand the Company shall pay the full amount
thereof to the Initial Purchasers. If this Agreement is terminated pursuant to Section 9 by reason
of the default of one or more Initial Purchasers, the Company shall not be obligated to reimburse
any defaulting Initial Purchaser on account of those expenses.



     12. No Fiduciary Duty. Notwithstanding any preexisting relationship, advisory or otherwise,
between the parties or any oral representations or assurances previously or



23









 







subsequently made by the Initial Purchasers, the Company acknowledges and agrees that: (i)
nothing herein shall create a fiduciary or agency relationship between the Company, on the one
hand, and the Initial Purchasers, on the other; (ii) the Initial Purchasers are not acting as
advisors, expert or otherwise, to the Company in connection with this offering, sale of the Notes
or any other services the Initial Purchasers may be deemed to be providing hereunder; (iii) the
relationship between the Company, on the one hand, and the Initial Purchasers on the other, is
entirely and solely commercial, based on arms-length negotiations; (iv) any duties and obligations
that the Initial Purchasers may have to the Company shall be limited to those duties and
obligations specifically stated herein; and (v) the Initial Purchasers and its affiliates may have
interests that differ from those of the Company. The Company hereby waives and releases, to the
fullest extent permitted by law, any claims that the Company may have against the Initial
Purchasers with respect to any breach or alleged breach of fiduciary duty in connection with this
offering.



     13. Notices, etc. All statements, requests, notices and agreements hereunder shall be in
writing, and:



          (a) if to any Initial Purchaser, shall be delivered or sent by hand delivery, mail, telex,
overnight courier or facsimile transmission to:





	 	(i)	 	J.P. Morgan Securities

270 Park Avenue

New York, New York 10017

Attention: High Grade Syndicate

Fax: 212-834-6081
	 
	 	(ii)	 	Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Debt Capital Markets, Financial Institutions Group

Fax: 646-834-8133.



	 
	 	 	 	
with a copy to the General Counsel at the same address






          (b) if to the Company, shall be delivered or sent by mail, telex, overnight courier or
facsimile transmission to Symetra Financial Corporation, PO Box 34690
Seattle, Washington 98124-1690, Attention: General Counsel (Fax: 425-256-8780), with a copy
to Cravath, Swaine & Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019
Attention: William J. Whelan (Fax: 212-474-3700);




          Any such statements, requests, notices or agreements shall take effect at the time of receipt
thereof. The Company shall be entitled to act and rely upon any request, consent, notice or
agreement given or made on behalf of the Initial Purchasers by J.P. Morgan Securities.




24









 








     14. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of
and be binding upon the Initial Purchasers, the Company, and their respective successors. This
Agreement and the terms and provisions hereof are for the sole benefit of only those persons,
except that the representations, warranties, indemnities and agreements of the Company contained in
this Agreement shall also be deemed to be for the benefit of directors, officers and employees of
the Initial Purchasers and each person or persons, if any, controlling any Initial Purchaser within
the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be
construed to give any person, other than the persons referred to in this Section 13, any legal or
equitable right, remedy or claim under or in respect of this Agreement or any provision contained
herein.



     15. Survival. The respective indemnities, representations, warranties and agreements of the
Company and the Initial Purchasers contained in this Agreement or made by or on behalf on them,
respectively, pursuant to this Agreement, shall survive the delivery of and payment for the Notes
and shall remain in full force and effect, regardless of any investigation made by or on behalf of
any of them or any person controlling any of them.



     16. Definition of the Terms “Business Day” and “Subsidiary.” For purposes of this Agreement,
(a) “business day” means any day on which the New York Stock Exchange, Inc. is open for trading and
(b) “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.



     17. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of New York.



     18. Counterparts. This Agreement may be executed in one or more counterparts and, if executed
in more than one counterpart, the executed counterparts shall each be deemed to be an original but
all such counterparts shall together constitute one and the same instrument.



     19. Headings. The headings herein are inserted for convenience of reference only and are not
intended to be part of, or to affect the meaning or interpretation of, this Agreement.



25









 





          If the foregoing correctly sets forth the agreement among the Company and the Initial
Purchasers, please indicate your acceptance in the space provided for that purpose below.




	 	 	 	 	 
	 	Very truly yours,





SYMETRA FINANCIAL CORPORATION

 	 
	 	By  	 
 	 
	 	 	Name:  	Margaret A. Meister 	 
	 	 	Title:  	Executive Vice President and Chief
Financial Officer 	 
	 



	 	 	 	 	 
	Accepted:	 	 
	 
	 	 	 	 
	J.P. Morgan Securities Inc.	 	 
	Lehman Brothers Inc.	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By J.P. Morgan Securities Inc.	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 
	 
	 	 	 	 
	For itself and the other Representatives and
Initial Purchasers named in Schedule I to the
foregoing Agreement	 	 






 









 





SCHEDULE I




	 	 	 	 	 
	 	 	Principal	 
	 	 	Amount of	 
	 	 	Notes	 
	 	 	to be	 
	Initial Purchasers	 	Purchased	 
	J.P. Morgan Securities Inc.
	 	$	60,000,000	 
	Lehman Brothers Inc.
	 	 	60,000,000	 
	Banc of America Securities LLC
	 	 	12,000,000	 
	BNY Capital Markets, Inc.
	 	 	4,500,000	 
	Mitsubishi UFJ Securities International plc
	 	 	4,500,000	 
	Piper Jaffray & Co.
	 	 	4,500,000	 
	UBS Securities LLC
	 	 	4,500,000	 
	 
	 	 	4,500,000	 
	 
	 	 	 
	Total
	 	$	150,000,000	 
	 
	 	 	 






27









 





SCHEDULE II



1. The
“electronic road show” found at www.netroadshow.com




28









 





SCHEDULE III




SYMETRA FINANCIAL CORPORATION




Pricing Term Sheet




October 4, 2007




Symetra Financial Corporation

$150,000,000

Capital Efficient Notes due 2067




	 	 	 
	Issuer:
	 	Symetra Financial Corporation (“Symetra”)
	 
	 	 
	Securities:
	 	Capital Efficient Notes (“CENts”)
	 
	 	 
	Legal Format:
	 	Rule 144A and Regulation S
	 
	 	 
	Aggregate Principal Amount:
	 	$150,000,000
	 
	 	 
	Principal Amount per CENt:
	 	$1,000
	 
	 	 





	 	 	 	 	 	 	 
	CUSIP/ISIN:	 	 	 	CUSIP	 	ISIN
	 
	 	Rule 144A	 	87151QAB2	 	US87151QAB23
	 
	 	Regulation S	 	U79664AB1	 	USU79664AB19






	 	 	 
	Ratings:

	 	Moody’s Investors Service: Baa3

Standard & Poor’s: BB

Fitch Ratings: BBB
	 
	 	 
	 

	 	A securities rating is not a recommendation to buy,
sell or hold securities and may be subject to review,
revision, suspension, reduction or withdrawal at any
time by the assigned rating agency.
	 
	 	 
	Trade Date:

	 	October 4, 2007
	 
	 	 
	Settlement Date:

	 	October 10, 2007 (T+3)
	 
	 	 
	Scheduled Maturity Date:

	 	October 15, 2037, subject to the repayment provisions
described in the preliminary offering memorandum.
	 
	 	 
	Final Maturity Date:

	 	October 15, 2067
	 
	 	 
	Interest Rate from and
including Settlement Date to
but not including October 15,
2017:

	 	8.30%
	 
	 	 
	Interest Payment Dates to and
including October 15, 2017:

	 	Payable semi-annually in arrears on each April 15 and
October 15 of each year, beginning April 15, 2008, to
and including October 15, 2017.
	 
	 	 
	Day Count Convention from and
including Settlement Date to
but not including October 15,
2017:

	 	30/360
	 
	 	 
	Interest Rate from and
including October 15, 2017:

	 	Three-month LIBOR plus 4.177%
	 
	 	 
	Interest Payment Dates after
October 15, 2017:

	 	Payable quarterly in arrears on January 15, April 15,
July 15 and October 15 of each year, beginning
January 15, 2018.
	 
	 	 
	Date Day Count Convention
after October 15, 2017:

	 	Actual/360
	 
	 	 
	Reference Treasury Benchmark:

	 	4.750% due August 15, 2017
	 
	 	 
	Treasury Rate:

	 	4.52%
	 
	 	 
	Spread to Benchmark Treasury:

	 	380 basis points (3.80%)
	 
	 	 
	Default 3-month LIBOR for the
Quarterly Interest Period
beginning on October 15,
2017:

	 	5.24%
	 
	 	 
	Redemption:

	 	Symetra may redeem the CENts at any time subject to
the






29









 






	 	 	 
	 

	 	conditions described in the preliminary offering
memorandum.
	 
	 	 
	Redemption Price:

	 	Symetra may redeem the CENts in whole or in part, on
October 15, 2017 and on each Interest Payment Date
thereafter at a redemption price equal to 100% of the
principal amount of the CENts so redeemed plus any
accrued and unpaid interest, including deferred
interest, in respect of such CENts.
	 
	 	 
	 

	 	Symetra may redeem the CENts prior to October 15,
2017 (i) in whole or in part at any time at the
redemption price equal to 100% of the principal
amount of the CENts so redeemed or, if greater, a
make-whole price as described below, in either case
plus accrued and unpaid interest, including deferred
interest, through the date of redemption or (ii) in
whole but not in part within 90 days after the
occurrence of a “special event” at a redemption price
equal to 100% of the principal amount of the CENts so
redeemed or, if greater a special event make-whole
price calculated as described below, in either case
plus accrued and unpaid interest, including deferred
interest, through the date of redemption. A special
event is a “tax event” or a “rating agency event” in
each case as described in the preliminary offering
memorandum.
	 
	 	 
	 

	 	“Make-whole price” and “special event make-whole
price” each mean the present value of scheduled
payments of principal and interest on the CENts being
redeemed from the redemption date to October 15,
2017, discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at a discount rate equal to
the Treasury Rate (as defined in the preliminary
offering memorandum) plus the applicable rate;
provided that the “applicable rate” shall mean, in
the case of a redemption in connection with a special
event, 0.50%, and in all other cases of an early
redemption prior to October 15, 2017, 0.50%.
	 
	 	 
	Interest Deferral Provision:

	 	Symetra may defer payments on the CENts for one or
more consecutive interest periods that do not exceed
ten years as described in the preliminary offering
memorandum.
	 
	 	 
	Share Cap:

	 	115,000,000 shares
	 
	 	 
	Offering Price:

	 	99.864%
	 
	 	 
	Use of Proceeds:

	 	Special cash dividend
	 
	 	 
	Aggregate Net Proceeds (after
deducting initial purchasers’
fees and estimated expenses):

	 	$146,796,000
	 
	 	 
	Sole Structuring Advisor:

	 	J.P. Morgan Securities Inc.
	 
	 	 
	Joint Book-Running Managers:

	 	J.P. Morgan Securities Inc. ($60,000,000) and Lehman
Brothers Inc. ($60,000,000)
	 
	 	 
	Additional Initial Purchasers:

	 	Banc of America Securities LLC ($12,000,000), BNY
Capital Markets, Inc. ($4,500,000), Mitsubishi UFJ
Securities International plc ($4,500,000), Piper
Jaffray & Co. ($4,500,000) and UBS Securities LLC
($4,500,000)






     THE OFFER AND SALE OF THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER
JURISDICTION. OFFERS AND SALES OF THE NOTES WILL BE MADE ONLY TO QUALIFIED INSTITUTIONAL BUYERS IN
RELIANCE ON RULE 144A UNDER THE SECURITIES ACT AND CERTAIN NON-U.S. PERSONS IN TRANSACTIONS OUTSIDE
THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT. THE NOTES ARE NOT
TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTION DESCRIBED IN THE PRELIMINARY OFFERING
MEMORANDUM UNDER “TRANSFER RESTRICTIONS.”



30









 





             You may obtain a copy of the Preliminary Offering Memorandum and Final Offering
Memorandum (when available) for this transaction from J.P. Morgan Securities Inc. and Lehman
Brothers Inc. by calling your J.P. Morgan or Lehman Brothers sales representatives.



31









 





Exhibit A




Form of Company Counsel Opinion




          The counsel of the Company shall have furnished to the Initial Purchasers its written opinion,
as counsel to the Company, addressed to the Initial Purchasers and dated the Closing Date, in form
and substance reasonably satisfactory to the Representatives, to the effect that:




               1. Based solely on a certificate from the Secretary of State of the State of Delaware, the
Company is a corporation validly existing and in good standing under the laws of the State of
Delaware, with all necessary corporate power and authority to own, lease and operate its properties
and conduct its businesses as described in the Offering Memorandum.



               2. Assuming (i) the accuracy of, and compliance with, the representations, warranties and
covenants of the Company in Section 2 of the Purchase Agreement, (ii) the accuracy of, and
compliance with, the representations, warranties and covenants of the Initial Purchasers in Section
3 of the Purchase Agreement, (iii) the accuracy of the representations and warranties of each of
the purchasers to whom the Initial Purchasers initially resell the CENts, as specified under the
heading “Transfer Restrictions” in the Offering Memorandum, (iv) the compliance by the Initial
Purchasers with the offering and transfer procedures and restrictions described in the Offering
Memorandum and (v) receipt by the purchasers to whom the Initial Purchasers initially resell the
CENts of a copy of the Specified Disclosure Package prior to such sale, it is not necessary in
connection with the offer, sale and delivery of the CENts or in connection with the initial resale
of such CENts in the manner contemplated by the Purchase Agreement and the Offering Memorandum to
register the CENts under the Securities Act, and it is not necessary to qualify the Indenture under
the Trust Indenture Act of 1939, as amended, it being understood that no opinion is expressed as to
any subsequent resale of any CENts.



               3. The CENts and the Replacement Capital Covenant conform in all material repsects to the
description thereof contained in the Offering Memorandum and the Specified Disclosure Package.



               4. Based solely on the certificate dated the date hereof, from an officer of the Company,
attached as Exhibit C hereto, the Company is not required to register as an “investment company” as
such term is defined in the Investment Company Act of 1940, as amended.



               5. The statements made in the Offering Memorandum and the Specified Disclosure Package under
the captions “Description of the CENts” and “Replacement Capital Covenant,” insofar as they purport
to constitute summaries of the terms of the CENts and the Indenture and the Replacement Capital
Covenant, respectively, and under the caption “Certain United States Federal Income Tax
Consequences,” insofar as they purport to describe the material tax consequences of an investment
in the CENts, fairly summarize the matters therein described.



A-1









 





               6. The Purchase Agreement has been duly authorized, executed and delivered by the Company.



               7. The Indenture has been duly authorized, executed and delivered by the Company, and
constitutes a legal, valid and binding obligation of the Company enforceable against the Company in
accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from
time to time in effect and to general principles of equity, including concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in
equity or at law); and the CENts have been duly authorized and executed by the Company and, when
executed and authenticated by the Trustee in accordance with the provisions of the Indenture and
delivered to and paid for by the Initial Purchasers pursuant to the Purchase Agreement, will
constitute legal, valid and binding obligations of the Company entitled to the benefits of the
Indenture and enforceable against the Company in accordance with their terms (subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws
affecting creditors’ rights generally from time to time in effect and to general principles of
equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless
of whether considered in a proceeding in equity or at law).



               8. The issuance and sale by the Company of the CENts and the consummation of the transactions
contemplated by the CENts Documents and the performance by the Company of its obligations under the
CENts Documents (i) do not violate the Certificate of Incorporation or Amended and Restated By-laws
of the Company, (ii) do not result in a breach of or constitute a default under the express terms
and conditions of any Specified Agreement, and (iii) will not violate any law, rule or regulation
of the United States of America, the State of New York or the General Corporation Law of the State
of Delaware. Our opinion in clause (ii) of the preceding sentence does not extend to compliance
with any financial ratio or any limitation in any contractual restriction expressed as a dollar
amount (or an amount expressed in another currency.) [We note that certain of the Specified
Agreements are governed by laws other than New York law]; our opinions expressed herein are based
solely upon our understanding of the plain language of such agreements, and we do not express any
opinion with respect to the validity, binding nature or enforceability of any such agreement, and
we do not assume any responsibility with respect to the effect on the opinions or statements set
forth herein of any interpretation thereof inconsistent with such understanding.



               9. No authorization, approval or other action by, and no notice to, consent of, order of, or
filing with, any United States Federal, New York State or, to the extent required under the General
Corporation Law of the State of Delaware, Delaware governmental authority is required to be made or
obtained by the Company for the consummation of the transactions contemplated by the Purchase
Agreement, other than those that may be required under the blue sky laws of any jurisdiction in
connection with the purchase and distribution of the CENts by the Initial Purchasers.



A-2









 





Exhibit B




Form of General Counsel Opinion




     The internal counsel of the Company shall have furnished to the Initial Purchasers its
written opinion, as counsel to the Company, addressed to the Initial Purchasers and dated
the Closing Date, in form and substance reasonably satisfactory to the Representatives, to
the effect that:




     (i) Each of the Company and the Significant Subsidiary has been duly organized
and is validly existing and in good standing as a corporation or other business
entity under the laws of its jurisdiction of organization;




     (ii) Each of the Company and the Significant Subsidiary has all corporate power
and corporate authority necessary to own or hold its respective properties and to
conduct the businesses in which they are engaged; and




     (iii) All of the issued shares of capital stock of the Significant Subsidiary
have been duly authorized and validly issued, and are fully paid and non-assessable.
To the counsel’s knowledge, all of the issued shares of capital stock of the
Significant Subsidiary are owned directly or indirectly by the Company, free and
clear of any security interest, mortgage, pledge or lien.



     In addition, to the counsel’s knowledge and other than as disclosed in each of the
Pricing Disclosure Package and the Offering Memorandum, there are no legal or governmental
proceedings pending to which the Company or any of its Subsidiaries is a party or of which
any property or assets of the Company or any of its Subsidiaries is the subject that, if
determined adversely to the Company or any of its Subsidiaries, might have a material
adverse effect on the condition (financial or otherwise), results of operations,
stockholders’ equity, properties, management, business or prospects of the Company or any of
its Subsidiaries; and, to the counsel’s knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others.




B-1