SYMETRA
FINANCIAL CORPORATION
777 108th
Avenue NE, Suite 1200
Bellevue,
WA 98004
October
10, 2008
VIA
EDGAR
Division
of Corporation Finance
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
DC 20549
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Re:
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Withdrawal
of Registration Statement on Form S-1 (Registration No. 333-144162), filed
on
June
29, 2007, as amended
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Ladies
and Gentlemen:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the
“Act”), Symetra Financial Corporation (the “Registrant”) hereby respectfully
requests that the Securities and Exchange Commission (the “Commission”) consent
to the withdrawal of the Registrant’s Registration Statement on Form S-1 that
was initially filed by the Registrant on June 29, 2007 (Registration No.
333-144162), together with all exhibits and amendments thereto (the
“Registration Statement”), effective as of the date first set forth
above.
The
Registration Statement is being withdrawn due to market conditions unfavorable
for the Registrant to conduct its initial public offering. The
Registration Statement has not been declared effective and no securities have
been or will be sold pursuant to the Registration Statement. The
Registrant believes the withdrawal to be consistent with the public interest and
protection of investors.
The
Registrant requests, in accordance with Rule 457(p) of the Act, that all fees
paid to the Commission in connection with the filing of the Registration
Statement be credited to the Registrant’s account and used to offset the filing
fee for any future registration statement.
Please
provide a copy of the order granting the withdrawal of the Registration
Statement to the undersigned by facsimile at (425) 256-8780 with a copy to
William J. Whelan III, Esq. at Cravath, Swaine & Moore LLP, outside counsel
to the Registrant, by facsimile at (212) 474-3700.
If you
have any questions regarding this application for withdrawal, please contact the
undersigned at (425) 256-8021 or Mr. Whelan at (212) 474-1644.
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SYMETRA
FINANCIAL CORPORATION,
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By:
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/s/
George C. Pagos
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Name
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Title:
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General
Counsel and
Secretary
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