SHAREHOLDERS AGREEMENTShareholders Agreement • October 5th, 2009 • Symetra Financial CORP • Life insurance • New York
This SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of March 19, 2004, is among Occum Acquisition Corp., a Delaware corporation (the “Company”), and each of the Persons listed on Schedule 1 hereto and any future security holder of the Company that becomes a party to this Agreement (each, a “Shareholder” and collectively the “Shareholders”).
FISCAL AGENCY AGREEMENT between SYMETRA FINANCIAL CORPORATION as Issuer AND U.S. BANK NATIONAL ASSOCIATION as Fiscal Agent 6.125% Notes Due 2016 Dated as of March 30, 2006Fiscal Agency Agreement • October 5th, 2009 • Symetra Financial CORP • Life insurance • New York
FISCAL AGENCY AGREEMENT dated as of March 30, 2006 (the “Agreement”), between SYMETRA FINANCIAL CORPORATION, a Delaware corporation (the “Company”) and U.S. BANK NATIONAL ASSOCIATION, as fiscal agent (the “Fiscal Agent”).
SHAREHOLDERS AGREEMENTShareholders Agreement • October 5th, 2009 • Symetra Financial CORP • Life insurance • New York
This SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of March 8, 2004, is among Occum Acquisition Corp., a Delaware corporation (the “Company”), and each of the Persons listed on Schedule 1 hereto and any future security holder of the Company that becomes a party to this Agreement (each, a “Shareholder” and collectively the “Shareholders”).
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • October 5th, 2009 • Symetra Financial CORP • Life insurance • Connecticut
WHITE MOUNTAINS ADVISORS LLC, a Delaware limited liability company (the “Adviser”), having an address at 370 Church Street, Guilford, Connecticut 06437, and OCCUM ACQUISITION CORP., a Delaware corporation (the “Client”), having an address at 370 Church Street, Guilford, Connecticut 06437, hereby enter into this Investment Management Agreement, dated as of March 14, 2004 (this “Agreement”), and hereby agree that the Adviser shall act as discretionary adviser with respect to the assets of the Client and/or its Subsidiaries, (as defined in Schedule B) described below (the “Investment Account”) on the following terms and conditions:
CREDIT AGREEMENT Dated as of August 16, 2007 among SYMETRA FINANCIAL CORPORATION, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and Issuing Lender, and THE OTHER LENDERS PARTY HERETO JPMORGAN CHASE BANK, N.A., as...Credit Agreement • October 5th, 2009 • Symetra Financial CORP • Life insurance • New York
This CREDIT AGREEMENT, dated as of August 16, 2007, among (i) SYMETRA FINANCIAL CORPORATION, a Delaware corporation (the “Borrower”), (ii) each lender from time to time party hereto (collectively, the “Lenders”), and (iii) BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and the Issuing Lender.
STOCK PURCHASE AGREEMENT BY AND AMONG SAFECO CORPORATION, GENERAL AMERICA CORPORATION, WHITE MOUNTAINS INSURANCE GROUP, LTD. AND OCCUM ACQUISITION CORP. dated as of March 15, 2004Stock Purchase Agreement • October 5th, 2009 • Symetra Financial CORP • Life insurance • New York
THIS STOCK PURCHASE AGREEMENT, dated as of March 15, 2004 (this “Agreement”), is by and among Safeco Corporation, a Washington corporation (“Seller”), General America Corporation (“GAC”), a Washington corporation and a wholly owned subsidiary of Seller, White Mountains Insurance Group, Ltd., a company existing under the laws of Bermuda (“Parent”), and Occum Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Buyer”).
SYMETRA FINANCIAL CORPORATION Capital Efficient Notes due 2067 PURCHASE AGREEMENTPurchase Agreement • October 5th, 2009 • Symetra Financial CORP • Life insurance • New York
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.
INDENTURE between SYMETRA FINANCIAL CORPORATION, as Company and U.S. BANK NATIONAL ASSOCIATION, as Trustee Dated as of October 10, 2007 Capital Efficient Notes due 2067Indenture • October 5th, 2009 • Symetra Financial CORP • Life insurance • Washington
INDENTURE, dated as of October 10, 2007, between SYMETRA FINANCIAL CORPORATION, a corporation organized under the laws of the State of Delaware (herein called the “Company”), having its principal office at 777 108th Avenue NE, Bellevue, Washington 98004 and U.S. BANK NATIONAL ASSOCIATION, as Trustee (together with any successor as Trustee hereunder, the “Trustee”) having an office located at 1420 5th Avenue, 7th Floor, Seattle, Washington 98101.
